Thank you for using the products and services of Oqton, Inc. and its affiliates (jointly or individually, “Oqton”, “we,” “our,” “us”).
THIS OQTON END USER LICENSE AGREEMENT (“EULA”) GOVERNS YOUR USE OF ANY PRODUCTS, SERVICES, SOFTWARE, CONTENT, DOCUMENTATION OR MOBILE APPLICATION PROVIDED OR MADE AVAILABLE TO YOU BY OQTON VIA THE OQTON WEBSITE (WWW.OQTON.COM) OR MOBILE APPLICATION (COLLECTIVELY, THE “SERVICES”). BY CLICKING THE "I AGREE" BUTTON ON THE ACCOUNT SET-UP PAGE, OR BY ACCESSING OR USING ANY PORTION OF THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND THAT YOU ARE ACCESSING THE SERVICES ON BEHALF OF AND IN YOUR CAPACITY AS AN AUTHORIZED USER OF THE COMPANY OR OTHER ENTITY FOR WHOM YOU WORK (“COMPANY”); AND (C) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS HEREIN. IF YOU DO NOT ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE “I AGREE” BUTTON OR ACCESS OR USE ANY PORTION OF THE SERVICES. IT IS IMPORTANT TO READ THIS EULA CAREFULLY AS SOME OF THE PROVISIONS AFFECT YOUR LEGAL RIGHTS.
In order to access and use the Services, you will need to register for an account with Oqton (an “Oqton Account”) via the account setup page on the Oqton website. By registering, you agree that (a) all information you provide to us, both when you register for an Oqton Account and when you use the Services, is and will be true, accurate, current and complete; (b) you will update your Oqton Account as needed to ensure that all information you provide is accurate, current, and complete; (c) you will use the Services for lawful purposes only and subject to this EULA; and (d) you will maintain the security of your password and identification. As between Oqton and you, you are responsible for the activity that happens on or through your Oqton Account.
Your Oqton Account (including your User ID for your Oqton Account) remains Oqton’s property, while you have the right to use it as permitted by applicable law and in accordance with this EULA and the agreement between your Company and Oqton.
Keep the password to your Oqton Account confidential. Due to possible security risks, we may refuse to provide our account retrieval service if we cannot adequately verify your credentials. We may also take measures such as suspending access to or terminating your Oqton Account, either of which Oqton may elect in its sole discretion.
We may terminate your Oqton Account and suspend your use of the Services for any reason or no reason, without prior notice to you, including but not limited to if we suspect that your Oqton Account is being used in an unauthorized manner or if you have not used your Oqton Account for a period of six months.
Subject to this EULA, and after registering for an Oqton Account, you may access and use the Services, including the Documentation, for the intended purpose in connection with your work for your Company. “Documentation” means any manuals, instructions, or other documents or materials that we provide to you in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
You will at all times comply with the applicable Documentation, the provisions of this EULA, any reasonable additional instructions of Oqton, and all applicable laws and regulations. You will not:
You represent and warrant that (a) you own or control all of the rights to the data, including designs and other content, that you upload to the Services (or otherwise make available to us), or you otherwise have the right to make available such data via the Services, (b) the foregoing data does not infringe or otherwise violate any intellectual property or other proprietary rights of any third parties, and (c) Oqton’s use of such data for the purpose of providing the Services will not infringe or otherwise violate any intellectual property or other proprietary rights of any third parties.
You warrant and covenant that you will not use the Services for any illegal or improper activities, including, but not limited to: uploading or otherwise transmitting any information or content that would compromise or endanger the security of the network, violate applicable law, or infringe or violate any privacy or other rights of any other party.
We reserve the right to modify, terminate and suspend the operation of the Services, as well as the provision of any or all Services, without notice or liability, at any time and for any or no reason in our sole and absolute discretion. To the extent permitted by applicable law, we may also take such measures as deleting relevant information and content, restricting the use of or taking back your Oqton Account, and holding you legally liable as the case may be.
As between Oqton and you, Oqton exclusively owns all right, title, and interest in the Services, including our proprietary software, Documentation, content, and any hardware leased by Oqton for access to and use of the Services (“Hardware”), including any new versions, updates, customizations, enhancements, modifications and improvements to the foregoing, and all intellectual property rights, worldwide, in the foregoing. Nothing in this EULA shall convey to you any ownership of any intellectual property in the Services or components thereof.
You agree not to remove or modify in any way any proprietary markings, including any patent, trademark, copyright or confidentiality notices in or on the Services or components thereof, or visible during its operation. You will incorporate or reproduce such proprietary markings in any permitted back-up copies or other copies.
Oqton’s name, Oqton™, Oqton logos and any other Oqton product or service name or slogan included in the Services (collectively, “Oqton Marks”) are trademarks of Oqton and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Oqton. You may not use any metatags or any other “hidden text” utilizing “Oqton” or any other Oqton Mark without our prior written permission.
All other trademarks, product names, brands, company names or logos mentioned in the Services are the property of their respective owners. Reference to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply Oqton’s endorsement, sponsorship or recommendation.
Subject to the rights expressly set forth in this EULA, Oqton and its licensors own all right, title, and interest in and to the Services, the Oqton Marks, the look and feel of the Services (including, but not limited to, all page headers, custom graphics, button icons, and scripts) and all content and other materials contained on the Services (including, but not limited to, all designs, text, graphics, pictures, information and data (collectively, the “Oqton Materials”) together with any and all intellectual property rights, worldwide, embodied therein or related thereto.
Our systems may analyze your data and use de-identified or aggregated information generated from your use of the Services to provide you and other customers with improved products and Services. By using the Services, you understand that Oqton will use your data and de-identified or aggregated information for that purpose.
In the event you elect, in connection with your use of the Services, to provide any feedback, suggestions, ideas, modifications and/or improvements to the Services, including new features or functionalities relating thereto (collectively, “Feedback”), you hereby grant to Oqton and its affiliates a worldwide, perpetual, irrevocable, sublicensable, royalty-free, fully paid-up nonexclusive license, to use, disclose, copy, modify, perform, display and otherwise exploit such Feedback, including intellectual property therein, for any purpose.
THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ANY MATTER UNDER THIS EULA AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. OQTON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF ACCURACY OR COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE. WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, ANY COMPONENTS THEREOF, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
IN NO EVENT WILL OQTON OR ITS LICENSORS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THIS EULA, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT OQTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, THE LIABILITY OF OQTON IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
You agree to indemnify, defend and hold harmless Oqton and its current, future, and former officers, directors, employees, agents, licensors, and contractors, from and against all losses, expenses, damages, fines, penalties and other costs, including reasonable attorneys’ fees and costs, arising out of or related to: (a) your use or misuse of the Services or the Oqton Materials; (b) your breach of this EULA; and (c) any materials submitted by you to the Services. Oqton reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which event you agree to cooperate with any reasonable requests assisting our defense of such matter.
The Services may include links to or plug-ins of third-party websites, apps or services that may be operated by companies not affiliated with Oqton. The inclusion of such links or plug-ins with the Services is provided solely as a convenience to you, and Oqton makes no representations or warranties regarding any such third-party website, app or service (each, a “Third-Party Service”). You understand that clicking on any link to or plug-in of a third-party website, app or service, connects you directly to the applicable Third-Party Service, and subjects you to any terms, policies and privacy practices of such third party. OQTON IS NOT RESPONSIBLE FOR THE SUBSTANCE OR ACCESSIBILITY OF ANY THIRD PARTY SERVICES ACCESSIBLE THROUGH THE OQTON SERVICES AND YOU BEAR ALL RISKS ASSOCIATED WITH ACCESS TO AND/OR USE OF SUCH CONTENT.
If you are using Oqton’s mobile application (the “App”), you agree to use the App in accordance with this EULA and any applicable third party terms, rules or agreements, such as those published by your third-party mobile phone or tablet operating system, wireless data service provider, or the third party from whom you are downloading the App using Apple App Store or Google Play, as applicable. You are responsible for reviewing the applicable Apple App Store or Google Play terms and conditions and complying with such terms and conditions while using the App. If you object to any of the terms and conditions, your sole recourse shall be to cease using the App. Without limiting the foregoing, if you are downloading the App through Apple App Store for use on an Apple-branded product, you agree to comply with the Licensed Application End User License Agreement set forth in the Apple Media Services Terms and Conditions, which can be accessed and downloaded at: https://www.apple.com/legal/internet-services/Apple App Store/us/terms.html (“Apple Terms of Service"). If there are any conflicts between this EULA and the Apple Terms of Service, the Apple Terms of Service will apply. You acknowledge and agree that:
This EULA will take effect from the earlier of: the date that you accept this EULA or the date that you begin using any part of the Services, and will continue in force until your Oqton Account is deactivated by either you or Oqton, which either party may elect to exercise with or without cause and in its sole discretion. Upon any such deactivation or suspension, your right to use the Services will immediately cease and you must discontinue use of the Services. Oqton reserves the right to immediately and permanently deactivate your Oqton Account and delete any information or content stored through your Oqton Account. Notwithstanding the foregoing, any term or provision of this EULA that by its nature is intended to survive termination of this EULA or your use or access to the Services will survive such termination, including intellectual property ownership, use of Feedback, disclaimer of warranties, limitation of liability, and indemnification.
Assignment of Rights. You may not assign or transfer any of your rights or obligations under this EULA without the prior written consent of Oqton, which Oqton may withhold in its sole discretion. Oqton may assign or transfer any of its rights or obligations under this EULA, in whole or in part, to any third party, in Oqton’s sole discretion. Modifications to this EULA. Oqton reserves the right to change or modify any of the terms and conditions contained in this EULA (or any policy or guideline of Oqton) at any time and in its sole discretion. Oqton may provide notice of such modifications by: (a) sending an email, (b) posting a notice on the Oqton website, (c) posting the revised Terms on the Oqton website and revising the date at the top of this EULA or by such other form of notice as determined by Oqton ((a) – (c), each constitute “Notice”). Any changes or modification will be effective 14 days after we provide Notice. Your continued use of the Services following the 14-day Notice period will constitute your acceptance of such changes or modifications
Severability. If any provision of this EULA is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this EULA.
Electronic Communications. Oqton may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. Oqton’s electronic communications to you may transmit or convey information about action(s) taken in accordance with your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with Oqton, and to receive electronically all current and future notices, disclosures, communications and information. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email. We may also use electronic signatures and obtain them from you.
Governing Law and Venue. This EULA shall be governed by and construed in accordance with the laws of Delaware, USA without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. The parties hereto submit to the jurisdiction of the competent courts of Delaware, USA.
Interpretation. Except where the context otherwise requires, the use of the term “including” and inflections thereof, mean “including without limitation,” “include without limitation” or “includes without limitation.”
Trade Compliance. Customer shall comply with all applicable laws, regulations, and rules as the Exporter/Importer of Record. Customer shall not export, import, re-export, or otherwise transmit, directly or indirectly, any Equipment or Software except in full compliance with all US, EU, and other applicable export, import, control laws and regulations. These obligations shall survive the termination of the Agreement. Further, Customer agrees the product(s), software, technology/technical data, and/or services will not be used for any purposes, to include design, production, assembly, testing, operation, integration, installation, inspection, maintenance, repair, overhaul, or refurbishment, related to a military or defense application or military End-Use or by a military End-User in accordance with 15 CFR 744.21 Supplement 2, and 22 CFR 126.1. The product(s), software, technology/technical data and/or services acquired from Oqton will not be re-exported, sold or otherwise re-sold or transferred to a destination subject to UN, EU or OSCE embargo where that act would be in breach of the terms of that embargo sold, or transferred in violation of Council Regulation (EC) No 2021/821 setting up a Community regime for the control of exports, transfer, brokering and transit of dual-use items. Customer will not sell, transfer, export or re-export any items received from Oqton for use in activities that involve nuclear explosive activities, unsafeguarded nuclear activities, nuclear fuel cycle or nuclear propulsion activities, or in the design, development, production, stockpiling, or use of chemical weapons, biological weapons, missiles, rocket systems or unmanned aerial vehicles (UAV). In the event the Customer provides product(s), software, technology/technical data export-controlled (e.g., International Traffic in Arms Regulations, Export Administration Regulations) into the services, Customer shall provide prompt written notice to Oqton. Customer acknowledges and agrees that the responsibility for export-controlled items shall remain with the Customer.
No Third Party Beneficiaries. This EULA controls the relationship between Oqton and you. They do not create any third party beneficiary rights, except to the extent expressly indicated herein.
Waiver. No delay or failure of you or Oqton in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by you or Oqton of any breach of any provision of this EULA shall not operate or be construed as a waiver of any subsequent or other breach.
If you have questions or communications about this EULA, please contact us at https://www.oqton.com/contact-us.