Last updated: 26 July 2019
Welcome to the Uncountable Web Services!
If you are an employee or contractor of a customer (or one of its affiliates) of Uncountable Inc. (“Uncountable”) that has a services agreement in place with Uncountable, the terms of that services agreement shall control over and supersede these Terms.
Words and phrases used with initial capital letters shall have the respective meanings set forth at the end of these Terms.
Uncountable may monitor the use of the Uncountable Web Services and use data and information related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Uncountable Web Services.
Security — Control and Responsibility
User Organization has and will retain sole responsibility for: (i) all information, instructions and materials provided by or on behalf of User Organization or any Authorized User in connection with the Uncountable Web Services; (ii) User Organization Systems; (iii) the security and use of User Organization’s and its Authorized Users’ Access Credentials; and (iv) all access to or use of the Uncountable Web Services directly or indirectly by or through the User Organization Systems or its or the Authorized Users’ Access Credentials, with or without User Organization’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. User Organization is responsible for all acts and omissions of an Authorized User. Uncountable will assign one or more user IDs and passwords that will enable Authorized Users to access the Uncountable Web Services. Each user ID is unique to the assigned individual and User Organization and its Authorized Users shall not share it with other individuals.
Security — Access
User Organization and its Authorized Users shall employ all physical, administrative, and technical controls, screening and security procedures and other safeguards necessary: (i) to securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Uncountable Web Services; and (ii) to control the content and use of data, including the uploading or other provision of data for processing by the Uncountable Web Services.
Authorization Limits and Restrictions
User Organization shall not, and shall not permit any other person to, access or use the Uncountable Web Services except as permitted by Uncountable or, in the case of third-party materials, the applicable third-party license agreement. User Organization and Authorized Users shall not, except as these Terms expressly permit:
(a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Uncountable Web Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
(b) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, or the underlying ideas or algorithms, of the Uncountable Web Services, in whole or in part, except to the extent User Organization is authorized to do so under applicable law;
(c) bypass or breach any security device or protection used by the Uncountable Web Services or access or use the Uncountable Web Services other than by an Authorized User through the use of his or her own then-valid Access Credentials;
(d) directly or indirectly input, upload, transmit or otherwise provide to or through the Uncountable Web Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (ii) prevent any person from accessing or using the Uncountable Web Services;
(e) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Uncountable Web Services or Uncountable’s provision of services to any third party, in whole or in part;
(f) use the Uncountable Web Services or access thereto as the basis for developing a solution competitive to Uncountable’s (or contract with a third party to do so); or
(g) otherwise access or use the Uncountable Web Services beyond the scope of the authorization granted by Uncountable.
These Terms shall be interpreted and construed in accordance with the laws of the State of California. Any and all claims, controversies and causes of action arising out of or relating to these Terms, whether sounding in contract, tort or statute, shall be governed by the internal laws of the State of California, including its statutes of limitations, without giving effect to any laws or other rules that would result in the application of the statutes of limitations or other laws of a different jurisdiction.
For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation.”
“Access Credentials” shall mean the user identifications and passwords for the Uncountable Web Services.
“Authorized User” shall mean an employee or contractor of a User Organization authorized to use the Uncountable Web Services pursuant to these terms.
“User Organization” shall mean an entity that is (i) a customer of Uncountable or an affiliate of a customer of Uncountable, (ii) an entity with a contractual agreement with Uncountable stipulating use of the Uncountable Web Services, (iii) a potential customer of Uncountable, or (iv) another entity or organization given express permission by Uncountable to access the Uncountable Web Services.
“User Organization Systems” shall mean User Organization’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by User Organization or through the use of third-party services.
“Uncountable Web Services” shall mean each of the following that Uncountable provides remote access to as part of the Services: (i) the information technology infrastructure used by or on behalf of Uncountable, including all computers, software, hardware, electronic systems, and networks whether operated directly by Uncountable or through the use of third-party services (e.g., cloud service provider); and (ii) Uncountable applications and any third-party or other software, in each case including updated versions of the foregoing created or implemented by Uncountable or a third party from time to time.