Cambrian Terms of Use

Last Updated: August 16th, 2017

Welcome to cambrian.io (the “Website”).

Cambrian Tech, LLC, a Kansas limited liability company and its affiliates (sometimes referred to as “we”, “us”, or “our”) provide the Website as well as associated services, mobile apps, and other applications (collectively, the “Services”) subject to these Terms of Use and our Privacy Policy (the “Policies”).

By using the Services or any of our SDKs you agree to the Policies and if you are using the Services or an SDK on behalf of a business entity then you agree to the Policies on behalf of yourself and such entity. If you do not agree with the Policies, then do not use the Services or our SDKs.

We may amend the Policies or any part thereof at any time by providing advance notice to you on the website or through another communication channel. Your continued use after we provide the notice constitutes consent to the amendment(s) by you and your business entity, if applicable. If you do not agree to the amendment(s), then do not continue using the Services or our SDKs.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

These Terms of Use includes 6 parts:

1. Use of the Services
2. Content; Intellectual Property; and Copyright Policy
3. Terms Specific to our SDKs
4. Disclaimers; Limitations of Liability; and Indemnification
5. Arbitration
6. Miscellaneous

1. USE OF THE SERVICES

Provision

We will use commercially reasonable efforts to ensure the Services are up and running but we are not liable for any time during which the Services may be down. We may also modify, change, or remove, parts or all of the Services at any time. If you click on any links that take you away from our Services, then you use those other sites and services at your own risk.

Prohibited Uses

You may not do anything through the Services that is illegal or that diminishes our purposes or that will harm the Services including using bots or other automated systems. You may not use the Services if you are under 13, if we have restricted or terminated your use of the Services, or if your use of the Services will violate another contract.

User Accounts

We may allow certain users to create user accounts using the Services. If you create an account then we may request information about you as provided in our Privacy Policy and certain information about you may be discoverable to other users of the Service. You are responsible for everything that happens through your account. You must keep your account credentials private and shall not allow other people to use your account. We may terminate your account at any time for any reason. You may terminate your user account at any time, for any reason, provided such termination is in accordance with the Policies.

2. CONTENT AND INTELLECTUAL PROPERTY

Users of the Services may submit content to us including text, photos, videos, and other content. By submitting such content you represent and warrant that you own such content and the intellectual property to the same and that you have the right to submit the same to us for our use and you thereby grant us an irrevocable, worldwide, perpetual, sub-licensable, royalty-free, license to use the same, including the right to reproduce, prepare derivative works from, distribute, display, and perform the same, for any reason, with or without attribution. Unfortunately, due to the nature of the Internet, we cannot guarantee that other users of the Services that have access to your content will not use such content in a way that might violate your rights and we disclaim all liability for such uses by other users.

Your termination of your use of the Services or any portion of the Services does not terminate the above license. You may request that we remove your content from our systems but we may not be able to do so and we are not obligated to do so. We also have no obligation to retain any of your content.

Intellectual Property Rights

All of the content on the website and all of the software and website design/code is owned by us, licensed to us, or likely owned by another individual or entity and all of the same may be protected by copyright, trademark, patent, or other intellectual property laws. Your use of the Services does not grant any rights to you other than the right to use the Services for its intended purpose as outlined in the Policies.

Copyright Policy

We abide by the Digital Millennium Copyright Act (the “DMCA”) by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. Before sending either a Notice of Infringing Material or Counter-Notification, you should contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. Our Copyright Policy is intended to comply with our rights and obligations under the DMCA but does not constitute legal advice.

All correspondence regarding copyright should be sent to our copyright agent as follows: Cambrian Tech, LLC, Attn: Legal Dept., 3412 W 122nd St., Leawood, KS 66209. Email correspondence regarding copyright matters may be sent to contact@cambriantech.com.

To file a Notice of Infringing Material with us, send the following to our copyright agent: (1) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (2) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (3) Information reasonably sufficient to permit us to contact you, such as name, street address, telephone number, and, if available, an email address at which you may be contacted; (4) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (5) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (6) A physical or electronic signature, in a form reasonably acceptable to us, of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of a Notice of Infringing Material containing the information outlined above: we will remove or disable access to the material that is alleged to be infringing; forward the written notification to the alleged infringer (the “Alleged Infringer”); and take reasonable steps to promptly notify the Alleged Infringer that we have removed or disabled access to the material.

If material that has been posted to a site controlled or operated by us has been taken down as a result of a Notice of Infringing Material, then the party responsible for posting such material may make a Counter-Notification pursuant to the Digital Millennium Copyright Act. Please be advised that the party making a Counter-Notification may be held liable for damages if the party makes material misrepresentations pursuant to federal law in the Counter-Notification. When we receive a Counter-Notification, the material in question may be reinstated. To file a Counter-Notification, the party posting the material in question must provide a written communication (by postal mail, overnight mail, or attached in an email) that sets forth the following information: (1) Identification of the material that we removed or to which we disabled access and the location at which the material appeared before it was removed or access to it was disabled; (2) The responding party’s contact information (such as name, postal address, telephone number, and email address) and a statement of consent to the jurisdiction of the US District Court for the District of Kansas (or if your address is outside of the United States, to a judicial district in which we may be found), and that the responding party will accept service of process from the person who provided the initial Notice of Infringing Material or an agent of such person; (3) A statement that the responding party has a good faith belief that the removed material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (4) A physical or electronic signature, in a form reasonably acceptable to us, of a person authorized to act on behalf of the responding party.

Upon receipt of a Counter-Notification in substantial compliance with the DMCA, we will provide the party who provided the Notice of Infringing Material a copy of the Counter-Notification. After receipt of the Counter-Notification, we will generally replace the removed material and cease disabling access to it, unless our designated agent first receives notice from the person who submitted the Notice of Infringing Material that such person has filed an action seeking a court order to restrain the party from engaging in infringing activity relating to the material hosted for that project on a website controlled by us.

3. TERMS SPECIFIC TO OUR SDKs

SDK License

At our sole discretion, we may allow certain individuals or companies (each a “Client”) to interact with, pull data from, and use, the Services using one or more Application Program Interface, commonly referred to as an SDK. To become a Client, such individual or company should first contact us to request a license from us (an “SDK License Agreement”) (for clarification, the actual agreement may be named something other than “SDK License Agreement” but for purposes of the Policies, it will be referred to as such). If we decide to grant an SDK license to such individual or company, then we may request additional information from the Client. Please note that a Client’s use of our SDKs, and the use by any person or entity of any apps or programs that incorporate or use our SDKs that are operated by a Client, will be subject to all of the terms of the Policies (including without limitation, these Terms of Use and our Privacy Policy) and that, with respect to such users, the term “Services” in the Policies includes our SDKs.

SDK License Agreement

With respect to each individual Client and subject to that Client’s SDK License Agreement, we grant to such Client a limited, non-exclusive, non-assignable, non-transferable, license to use our SDKs to develop, test, and support, the Client’s application and to let the Client’s customers use the Client’s integration of the SDKs within its application. Notwithstanding the foregoing, if there are any inconsistencies between the license granted in the Policies and the license described in the SDK License Agreement, then the terms of the SDK License Agreement shall control.

SDK Temporary License Agreement

In our sole discretion, we may offer certain Clients (a “Trial Client”) the ability to use one or more of our SDKs on a trial basis. The term of such trial shall be as determined by us, in our sole discretion. If we do not provide a Trial Client with a specific term, then the term of the Trial Client’s trial shall be 90 days. Notwithstanding the foregoing, we may terminate a Trial Client’s trial at any time for any reason, in our sole discretion. During a trial, a Trial Client may not distribute, publish, or otherwise use our SDK in any app or program that is publicly available and the Trial Client shall not distribute our otherwise share the SDK with any third party. Further, unless a Trial Client has our prior written permission, it shall not submit any app or program to any app store during the trial period. A Trial Client’s correspondence with us to obtain a trial period shall be deemed an SDK License Agreement and, as a result, all other obligations and rights in the Policies that apply to an SDK License Agreement shall control said trial period. If, during a trial term, a Trial Client executes a formal written SDK License Agreement with us, then such formal agreement shall terminate the trial period and shall immediately replace the trial agreement.

Use of Our Content and Restrictions on Use

A Client may use our SDKs to display and make use of the content we provide through the SDK (the “SDK Content”) but only in accordance with the Policies and such Client’s SDK License Agreement. A Client shall not display or distribute any SDK Content in any way that is not expressly allowed by the settings of the SDK, that is in violation of the Policies or the SDK License Agreement, or that would imply that the Client is the owner of the SDK Content. A Client shall not store or save any SDK Content in any way, or for any duration, which is not expressly allowed by the settings of the SDK. If Client is in breach of this paragraph, then we may immediately terminate or suspend the Client’s license to use the SDK and/or the Services and access to the SDK.

Term of License

The term of the license granted to a Client shall be set forth in such Client’s SDK License Agreement, provided such Client is current on all payments due to us, and further provided that such term is not terminated or suspended pursuant to the Policies or the Client’s SDK License Agreement.

Fees

We reserve the right to charge fees for the use of our SDKs. Our fees for each Client will be explained in such Client’s SDK License Agreement and all such policies are incorporated into the Policies. Clients shall pay all of such fees to us in accordance with the Policies and your SDK License Agreement. If Client is in breach of this provision, then we may immediately terminate or suspend the Client’s license to use the SDK and/or the Services and access to the SDK.

Use of Our Brand

If a Client uses any of our branding, designs, trademarks, services marks, or any other element which connects the SDK to us, then such Client shall not take any actions or use the SDK in any way which might damage our goodwill. If Client is in breach of this provision, then we may immediately terminate or suspend the Client’s license to use the SDK and/or the Services and access to the SDK.

Intellectual Property

All of the content on our SDKs and all of the software and website design/code to our SDKs is owned by us, licensed to us, or likely owned by another individual or entity and all of the same may be protected by copyright, trademark, patent, or other intellectual property laws. Except as otherwise expressly provided in a Client’s SDK License Agreement, a Client’s use of the SDK does not grant any rights to such Client other than the right to use the SDK for its intended purpose as outlined in the Policies and the Client’s SDK License Agreement. By signing an SDK License Agreement, each Client agrees not to reverse engineer, decompile, or disassemble all or any portion of our Services or SDKs, or attempt to do any of the foregoing.

Client's Application

By executing an SDK License Agreement, each Client represents and warrants, and shall ensure that, such Client’s applications and other programs that make use of our SDKs (i) are not in violation of any applicable law or regulation, (ii) do not infringe our rights including any intellectual property rights or any rights of any third party, and (iii) do not reflect badly on us or our partners, affiliates, or licensors. If Client is in breach of this provision, then we may immediately terminate or suspend the Client’s license to use the SDK and/or the Services and access to the SDK.

Monitoring and Support

We may monitor a Client’s use of our SDKs as well as our Client’s customer’s use of our Client’s applications or other programs that make use of our SDKs. We may, in our sole discretion, offer support to our Clients with respect to the use of our SDKs and if we do, we may terminate or suspend the same at any time for any reason. Notwithstanding the foregoing, we may agree to additional support terms in a Client’s SDK License Agreement.

Disclaimer and Limitations on Liability

A Client’s use of our SDKs, as well as our Client’s customer’s use of our Client’s applications or other programs that make use of our SDKs, is also subject to all disclaimers, exclusions, and limitations in our Policies.

4. DISCLAIMERS; LIMITATIONS; AND INDEMNIFICATION

THE WEBSITE, SERVICES, AND ALL SDKs ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SUBJECT TO THE FOLLOWING DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS. WE DO NOT CONTROL OR VET USER GENERATED CONTENT ON THE SERVICES OR THE SDKs. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS AND DISCLAIM ANY AND ALL IMPUTED WARRANTIES AND REPRESENTATIONS, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NON-INFRINGEMENT. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT AND OTHER MISUSE OF YOUR IDENTITY OR OTHER CONTENT. WE DO NOT MAKE ANY GUARANTEES REGARDING THE OPERATION OF THE WEBSITE, THE SERVICES, OR THE SDKs, PORTIONS OR ALL OF WHICH MAY BE UNAVAILABLE AT TIMES OR TERMINATED PERMANENTLY.

EXCEPT AS EXPRESSLY PROVIDED IN ANOTHER CONTRACT BETWEEN YOU AND US, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR AN SDK IS TO TERMINATE YOUR ACCOUNT AND/OR YOUR USE OF THE SERVICES OR AN SDK. NEITHER US NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, LICENSORS, OR THE OWNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS OF ANY OF THE SAME (“AFFILIATES”) SHALL BE CUMULATIVELY LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SERVICES OR AN SDK, ANY PLATFORM APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED THROUGH THE SERVICES OR AN SDK. SUBJECT TO THE OTHER LIMITATIONS IN THE POLICIES, OUR LIABILITY, IF ANY, AS WELL AS THE LIABILITY OF ANY OF OUR AFFILIATES, IF ANY, SHALL BE LIMITED TO THE SUMS PAID BY YOU TO US OR OUR AFFILIATES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. FURTHER, ANY CAUSE OF ACTION OR CLAIM WHICH YOU MAY HAVE WHICH ARISES OUT OF OR RELATES TO THE POLICIES OR THE SERVICES OR ANY SDK, MUST BE BROUGHT, IF AT ALL, WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUED, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE PERMANENTLY BARRED. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY; WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES; OR THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE.

You shall save, indemnify, and hold us and our affiliates harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to all third party claims, charges, and investigations, caused by your failure to comply with the policies, including without limitation, your submission of content that violates third party rights or applicable laws, any applications or programs which you create which use any of our SDKs, and any activity in which you engage on or through the services or an SDK.

Certain state laws do not allow limitations on implied warranties or the exclusion of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, and limitations, may not apply to you and you may have additional rights.

5. ARBITRATION

You agree that any dispute or claim which you may have which is related to the website your use of the Services or any SDK shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). If you have a claim, you should send a letter requesting arbitration and describing your claim to our registered agent on file with the Kansas Secretary of State.

The Kansas Uniform Arbitration Act shall apply to the Policies and your use of the Services and any SDKs as well as any claims or actions that may arise as a result of your use of the Services or any portion of the Services or any SDK. The rules of the American Arbitration Association shall apply to the arbitration, but we are not required to use such association to conduct the actual arbitration. All arbitrations shall be held in Johnson County, Kansas. You agree that disputes and claims will be conducted and resolved on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds to a court, then we each waive any right we may have to a jury trial.

Notwithstanding the above, we may bring suit in a court to enjoin infringement or misuse of intellectual property or confidential information.

5. MISCELLANEOUS

Termination

Except as otherwise provided in another written agreement between you and us, you may only terminate this agreement with us by suspending your use of the website and Services and delivering written notice to us of your termination. However, you will remain liable for any damage you caused or may later cause to us, the website, or the Services.

Except as otherwise expressly provided in another written agreement between you and us, we may terminate this agreement with you, or any portion thereof, or suspend your access to the website or Services or any portion thereof, for any reason or no reason, at any time, with or without notice to you. Such termination or suspension may be immediate or may be at a future date. We may also restrict or prohibit future use of the website and Services by you.

Upon termination of this agreement, you shall immediately cease using the website and the Services.

Applicable Law

This agreement and all of our Policies are governed by and construed in accordance with the laws of the State of Kansas, United States of America, without giving effect to the principles of conflict of laws of such state, the Kansas Uniform Arbitration Act, and applicable U. S. federal law. Except as contemplated under the arbitration provision above, for any dispute arising out of or relating to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Johnson County, Kansas, and the United States District Court for the District of Kansas.

Contact

Except as otherwise required, all notices and communications which you may send to us shall be sent to us, with all expenses prepaid, at the following address: 3412 W. 122nd St., Leawood, KS 66209. You may send informal communications to us via email at contact@cambriantech.com.

Assignment

We may assign the Policies to any third party and all covenants and agreements hereunder will inure to the benefit of and be enforceable by said successors or assigns. You may not assign your rights or obligations under the Policies without our prior and express written consent.

Waiver

The failure or delay by us to exercise any right or remedy set forth in the Policies will not operate as a waiver thereof. The waiver by us of a breach of any provision hereof will not operate as a waiver of any subsequent breach. No waiver by us will be effective unless and until it is in written form and signed by us.