Terms of Service

Effective as of May 17, 2018

Summary

This Terms of Service (or “Customer Terms”) forms a binding “Agreement” between the Customer and us. The Customer Terms govern your access and describe your rights and responsibilities when using the Service. If you are a User (defined below), the User Terms of Service govern your access to our products and services as well as describing your rights and responsibilities.

Because it is such an important contract between us and our Customers, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

A. Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings.

The “Agreement” or “Contract” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies and procedures that we may publish from time to time on the Website. Most of our site policies are available at http://foqal.io/policies
“Content” refers to content featured or displayed through the Service and Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.
“Customer”, “You,” and “Your” is the organization that you are representing when agreeing to this contract. If you are an individual not affiliated with an organization or creating this account which will in no way be used or affiliated by an organization, then you, the individual, are the Customer.

If signing up for an account using a corporate email domain, the organization owning the email domain is the Customer.
“Customer Group” refers to a set of Users associated with or representing a single organization or Customer.
“Derivative Content” is Content that is derived from User-Generated or User Content and is no longer associated in any way with the original Content. For example, creating a dictionary of words from all the text based User Content that is no way associated with the User or Customer from which that word originally came.
“Foqal,” “We,” and “Us” refers to Foqal Inc, a Delaware corporation, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
“Personal Data” is any information relating to a User which can be used to identify the User. This is information includes, without limitation, the name, location, online identifier, email, and profile photo.
The “Service” refers to the applications, software, products, and services provided by Foqal.
“The User,” refers to the individual person that has visited or is using the Website or Service on your behalf; that accesses or uses any part of the account on your behalf; or that directs the use of the account in the performance of its functions on your behalf. A User must be at least 16 years of age.
The “Website” refers to Foqal’s website located at http://foqal.io and all content provided by Foqal at or through the Website. It also refers to Foqal-owned subdomains of foqal.io, such as blog.foqal.io as well as related sites owned by Foqal such as foqal.co. Occasionally, websites owned by Foqal may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

B. Account Terms

Short version: A human must create your account; the creator and Users of your account must be 16 or over; you must provide a valid email address; and you may not have more than one free account. You alone are responsible for your account and anything that happens while you are signed in to or using your account. You are responsible for keeping your account secure.

1. Required Information

You must provide a real name, valid email address, and your organization’s name and website in order to complete the signup process. Any other information requested, such as your phone number, is optional.

2. Customer Terms Applicability

This Terms of Service applies if you are entering into an agreement with Foqal on behalf of an entity, such as a company, non-profit organization, or group or you are entering this agreement as an individual not affiliated for the purpose of using Foqal services with any entity. If you are using Foqal on behalf of or in affiliation with an entity such as a company or organization, please use the User Terms of Service Agreement.

To the extent these terms conflict with any other terms you've accepted for use of the Website or Service, these terms will govern with respect to any work you do on Foqal on behalf of Customer.

If you are entering into this Agreement on behalf of an entity, you represent that you are authorized to enter into the Agreement and bind the entity to these Terms.

3. Customer Account Association

When you associate your Customer account with a company name, we will do our best to confirm that association based on the information you provide to us. The more information you provide, the better able we will be to confirm that association. Information that helps us confirm a company's association with an account includes: the name of the business included at the time of acceptance of these Terms and the email addresses associated with the account. In the event that you do not provide sufficient information for us to confirm your company's association with the account, association will be determined by the email addresses and security settings within your account settings.

4. Customer Account Requirements

You must create a User account before you can associate it with a Customer. Sometimes, we may create the account for you automatically on behalf of Customer when you first directly interact with the Foqal service. All User accounts, created before association with a Customer, created from an invite from a Customer, or associated manually or automatically with a Customer, must comply with a few simple rules:

You must be a human to create an account. Accounts registered by "bots" or other automated methods are not permitted. We do not permit machine accounts.
You may not create an account for the use of any User under the age of 16. Foqal does not target our Service to children under 16, and we do not permit any Users under 16 on our Service. If we learn of any User under the age of 16, we will terminate that User’s account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A Customer account may create separate logins for as many users as its subscription allows.

The Customer is responsible to ensure that each User complies with these terms and the User Terms of Service. If we automatically create an account for a user that does not comply with these terms, please contact us and we will delete this user immediately.

5. User Account Security

You are responsible for keeping your account secure while using the Service. We may offer tools such as two-factor authentication to help you maintain your account's security, but the content of your account and its security are up to you.

You are responsible for all content posted and activity that occurs under the Customer account (even when content is posted by Users who have accounts under your account).
You are responsible for maintaining the security of your account and password. Foqal cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You will promptly notify Foqal if you become aware of any unauthorized use of, or access to, our Service through your account, including any unauthorized use of your password or account.

6. Additional Terms

In some situations, third parties' terms may apply to your use of the Service. For example, you may be a member of an organization linked to or featured on the Service with its own terms or license agreements; you may download an application that integrates with the Service; or you may use the Service to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you and it is your responsibility to fully read and ensure you understand their agreements and terms.

C. Acceptable Use

Short version: While using the Service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

We use the strongest possible security measures and practices to protect your data. However, because you are giving your Users access to view and publish Your Content, they could potentially misuse it or upload malicious or inappropriate Content. In general, we are not responsible for how the Customer or Users choose to use the Service or the data stored by the Customer or User.

1. Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your and your Users' use of the Service is in compliance with laws and any applicable regulations.

2. Content Restrictions

You agree that under no circumstances will you or your Users upload, post, host, or transmit any Content that:

is unlawful or promotes unlawful activities;
is or contains sexually obscene or offensive content;
is libelous, defamatory, or fraudulent;
is discriminatory or abusive toward any individual or group;
provides material support, resources, or conceals the nature, location, source, or ownership of material support or resources to any organization(s) designated by the United States government as a foreign terrorist organization;
contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

3. Conduct Restrictions

While using Foqal, you agree that under no circumstances, will you or your Users:

harass, abuse, threaten, or incite violence towards any individual or group, including Foqal employees, officers, and agents, or other Foqal Customers or Users;
use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
attempt to disrupt or tamper with Foqal's servers in ways that could harm our Website or Service, to place undue burden on Foqal's servers through automated means, or to access Foqal's Service in ways that exceed your authorization;
impersonate any person or entity, including any of our employees, representatives, Customers, or Users including through false association with Foqal or any entity, or by fraudulently misrepresenting your identity or site's purpose; or
violate the privacy of any third party, such as by posting another person's personal information without consent.

If you find any security issues, vulnerabilities, or problems, please report them to security@foqal.io.

4. Service Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any feature, portion of the Service, use of the Service, or access to the Service without Foqal's express written permission.

5. Scraping

Scraping refers to extracting data from our Website or Service via an automated process, such as a bot or webcrawler. You may not scrape the Service for any reasons. If you want to download your personal User or Company data, please refer to the Privacy Policy.

You may scrape all publicly available Content (without requiring a login) through the Website only for the following reasons:

For archival purposes such as archive.gov.
For the purposes of creating a search index only if it understands and complies with the relevant robots.txt instructions.

All use of Foqal data gathered through scraping must comply with the Foqal Privacy Policy.

6. Privacy

Misuse of Foqal Users' Personal or Company Information is prohibited. Users may not collect, aggregate, or store any other User’s Content from the Service. If you would like to download your personal User or Company data or if you would like more information about how we collect, treat and store data, please refer to our Privacy Policy.

7. Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to other Customers, we reserve the right to suspend your personal User account, your Customer account, and or throttle your file hosting until you can reduce your bandwidth consumption.

8. Hacking

Short Version: Don’t intentionally try to hack us. If you do however find a security vulnerability, we would love to hear about it. Unfortunately we currently do not have a bug bounty program.

You and your Users may not attempt to reverse engineer, disassemble, decompile, translate, disable, hack, copy, interfere with, or disrupt the Service, Website, or third party integration in any way. Additionally, you and your users may not use any methods to attempt to gain unauthorized access or modify any Content, configurations, data, or workings of the Service, networks, or related systems. This includes, without limitation, attempts to defeat, avoid, bypass, remove, deactivate, or circumvent any software or hardware protections or monitoring mechanisms.

However, if you find any security issues, vulnerabilities, or problems, please report them to security@foqal.io.

9. Spamming and Inappropriate Use

Short version: You can use Foqal to work on advertisement campaigns. That’s part of your work. However, we don’t want this to be used as a spam platform. No one wants that.

Advertising Content, like all Content, must not violate the law or these Terms of Service, for example through excessive bulk activity such as spamming. We reserve the right to remove any advertisements that, in our sole discretion, violate any Foqal terms or policies.

You may not use any information retrieved from the Service (such as an email address) to contact, advertise, send unauthorized messages, or create or distribute mailing lists without the express permission of the User or Customer.

10. User Protection

You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.

D. User-Generated Content

Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts if we need to.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you or your Users post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. Foqal May Remove Content

We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Foqal terms or policies.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you or your Users did not create yourselves and on your behalf, or do not own the rights to, you agree that you and your Users are responsible for any of that Content; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Foqal users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting Foqal the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7. The licenses you grant to us will end when you remove Your Content from our servers, unless other users have copied it.

4. License Grant to Us

We need the legal right to do things like host Your Content and share it with others in the Customer group. You grant us and our corporate affiliates the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

This license does not grant Foqal the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service. We do however retain the right to sell, license and distribute Derivative Content which is no way associated with you or your Users.

5. License Grant to Other Users

Any User-Generated Content you or your Users post, including questions, answers, images, and comments, may be viewed by others associated with your Customer Group. You grant each user of Foqal a nonexclusive, worldwide license to use, display, and perform Your Content through the Service and to reproduce Your Content solely on Foqal as permitted through Foqal’s functionality. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to Foqal and other Foqal users.

6. Feedback License

Any feedback or feature requests shared with us can be shared with others. You grant us an irrevocable, perpetual, transferable, sublicensable, royalty-free license to use any feedback or feature requests without any compensation to you. If you do not wish for your feedback to be shared with others outside of Foqal, you may mark the content as “Confidential”.

7. Moral Rights

You retain all moral rights to Your Content that you or your Users upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

To the extent these Terms are not enforceable by applicable law, you grant Foqal the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

E. Intellectual Property Notice

Short version: We own the service and our content. The customer owns their content.

1. Foqal’s Rights to Content

Foqal and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © Foqal. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Foqal.

2. Foqal Trademarks and Logos

If you’d like to use Foqal’s trademarks, you must follow all of our trademark guidelines. Contact us to get the details of our trademark guidelines.

F. Payment

Short version: You are responsible for any fees associated with your use of Foqal. We are responsible for communicating those fees to you clearly and accurately, and letting you know in advance if those prices change.

1. Pricing

Our pricing and Payment Terms are available at foqal.io/pricing. If you agree to a subscription price, that will remain your price for the duration of the Payment Term; however, prices are subject to change at the end of a Payment Term.

2. Upgrades, Downgrades, and Changes

Any changes to your plan will be reflected at the end of the Payment Term following the upgrade or downgrade. At the end of the first Payment Term following the upgrade or downgrade, the charge will be prorated based on the partial cost of the first plan added to the prorated cost of the second plan. The prorated time is based on a thirty (30) day time period.

For example, if you upgrade 10 days after the start of the Payment Term from the $5 per User per month plan to $10 per User per month plan and you had 20 unique Users for the month, your charge will be ($5 * 20 * 10/30) + ($10 * 20 * 20/30). This is $33.34 for the first plan and $133.34 for the second plan for a total of $166.67.
You may change your level of service at any time by choosing a plan option and contacting us to request a change in your plan. If you choose to downgrade your account, you may lose access to Content, features, or capacity of your account. Please see our section on Cancellation for information on getting a copy of that Content.
Customer will remain responsible for any unpaid fees. Paid services will be deemed fully performed at the end of the Payment Term when a payment is processed or attempted to be processed.

3. Billing Schedule; No Refunds

Unless explicitly agreed upon otherwise, all payment plans are charged for each Active User per Payment Term.
A User is deemed an “Active User” if they either explicitly interact with the Services or are automatically provided content through a third party integration within the duration of a Payment Term.
The “Payment Term” is the time period agreed upon in the payment plan. This is usually a one (1) calendar month period. The start of the Payment Term will be the date the Contract began or on the same day a following month. The payment term will end 1 day prior to the date 1 month following the start of the term. For example if your contract starts on 1/14/2011, the first payment term is 1/14/2018 - 2/13/2018. The second payment term is 2/14/2018 - 3/14/2018.
There will be no refunds or credits for services performed. In order to treat everyone equally, no exceptions will be made.

4. Authorization

By agreeing to these Terms, you are giving us and our credit card processing partner permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Foqal.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Foqal any charge incurred in connection with your use of the Service. If you dispute the matter, contact Foqal Support. You are responsible for providing us with a valid means of payment for paid accounts. Free accounts are not required to provide payment information.

6. Purchasing

We will sometimes publish or discuss products or product features we are working on or are planning to release. Because these unpublished products or features are expressions of intent, they may change, be redesigned, or be totally canceled. Customers should make decisions to buy our Services based on the features available today and not on any published or planned features. We make no guarantees as to the availability or viability of any planned products or features.

G. Cancellation and Termination

Short version: You may close your account at any time. If you do, we'll treat your information responsibly.

1. Auto Renewal

Unless explicitly mentioned in an order, all paid subscriptions automatically renew without the need to go through any “check-out” or execution of a renewal order form. Either party can give the other notice to discontinue service thirty (30) days before the end of a subscription term to stop the automatic renewal.

2. Account Cancellation

Free Subscription

It is your responsibility to properly cancel your account with Foqal. For a free account, you can cancel your account at any time by emailing love@foqal.io. We will respond to your request within 2 business days.

Foqal has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Foqal reserves the right to refuse service to anyone for any reason at any time.

Paid Subscription

For a paid subscription, we or the Customer may terminate the Contract with thirty (30) days prior written notice. Because we charge per use, on the date of termination, we will charge a prorated amount for the last partial month of use based on a 30-day period. For example, if you are signed up for the $5/active user/month plan and your termination date is 15 days after your last monthly subscription charge and you had 10 active users in the last 15 days, your prorated amount will be ($5 * 10 users * 15/30) with the final cost of $25.

Foqal may temporarily suspend your account effective immediately in the case of material breach of acceptable terms of use or any other part of this or any other Agreement. In such case, we will terminate the contract within thirty (30) days after providing notice of breach, if such breach is not cured. The Customer is responsible for its Users and for all actions and breaches to this contract caused by its Users.

3. Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and Your Content within 30 days of cancellation or termination. This information can not be recovered once your account is cancelled.

Upon request, we will make a reasonable effort to provide an account owner with a copy of your lawful, non-infringing account contents after account cancellation, termination, or downgrade. You must make this request within 10 days of cancellation or termination, or 30 days of downgrade.

4. Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

H. Communications with Foqal

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to Foqal Must Be in Writing

Communications made through email or Foqal Support's messaging system will not constitute legal notice to Foqal or any of its officers, employees, agents or representatives in any situation where notice to Foqal is required by contract or any law or regulation. Legal notice to Foqal must be in writing and served on Foqal’s legal address. Please send a courtesy copy to legal@foqal.io.

3. No Phone Support

Foqal only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

I. Copyright Infringement and DMCA Policy

If you are a copyright owner and you believe that content on Foqal violates your rights, please contact us. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

We will terminate the accounts of repeat infringers of this policy.

J. Disclaimer of Warranties

Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

Foqal provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Foqal does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

K. Limitation of Liability

Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

the use, disclosure, or display of your User-Generated Content;
your use or inability to use the Services;
any modification, price change, suspension or discontinuance of the Service;
the Service generally or the software or systems that make the Service available;
unauthorized access to or alterations of your transmissions or data;
statements or conduct of any third party on the Service;
any other user interactions that you input or receive through your use of the Service; or
any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

L. Release and Indemnification

1. Customer’s Indemnification

You are responsible for your use of the Service. If you harm someone else or get into a dispute with someone else, we will not be involved.

Subject to the limitations above, you agree to indemnify us and us hold harmless from and against any and all third party claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Foqal (a) promptly gives Customer written notice of the claim, demand, suit or proceeding.; (b) gives Customer sole control of the defense and settlement of the claim, demand, suit, or proceeding (provided that Customer may not settle any claim, demand, suit, or proceeding unless the settlement unconditionally releases Foqal of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.

If you have a dispute with one or more Users, you agree to release Foqal from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, provided that Foqal (i) promptly gives you written notice of the claim, demand, suit or proceeding; (ii) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Foqal of all liability); and (iii) provides to you all reasonable assistance, at your expense.

2. Foqal’s Indemnification

We’ll defend or settle, at our option and expense, any third-party claim brought against you to the extent that it’s based on an allegation that Foqal’s service infringes a copyright or misappropriates a trade secret of any third party (each, a “Claim”), and, subject to Section K, above, Limitation of Liability, we’ll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.

You understand that we’ll have no obligation to indemnify you for any claim (1) if the total aggregate fees received by Foqal with respect to your subscription to the services in the 12-month period immediately preceding the claim is less than US $50,000; (2) if the Services are modified by any party other than Foqal, but solely to the extent the alleged infringement is caused by such modification; (3) if the Services are used in combination with any services, software, or equipment without prior written authorization by Foqal, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of the Services; (5) to any Claim arising as a result of (y) Your Content (or circumstances covered by your indemnification obligations in this Section L (Release and Indemnification: Customer’s Indemnification)) or (z) any third-party deliverables or components contained with the Services; or (6) if you settle or make any admissions with respect to a claim without Foqal’s prior written consent.

If your use of the Services is, or in our reasonable opinion is likely to be, subject to a Claim under this Section L, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in this Section L): (i) procure for you the right to continue using the Services; (ii) replace or modify the Services so that they are non-infringing and substantially equivalent in function to the original services; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate these Terms of Service.

M. Confidentiality

Short Version: This is like an NDA - Anything that we share with each other is confidential unless explicitly stated in the contract.

Each party (“Disclosing Party”) has disclosed and/or may further disclose its “Confidential Information” (as defined below) to the other in connection with the Relationship pursuant to the terms and conditions of this Agreement. As used herein, the term “Discloser” shall refer to the Party whenever the context refers to the Party’s Confidential Information being disclosed to Counterparty, which is referred to as “Recipient” in that context. Conversely, the term “Discloser” shall refer to Counterparty whenever the context refers to Counterparty’s Confidential Information being disclosed to the Party, which is referred to as “Recipient” in that context.

“Confidential Information” means any oral, written, graphic or machine-readable information, technical data, Discloser intellectual property or know-how, including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, recipes, techniques, processes, methods, software code, business plans, lesson plans, teaching methods, instructional techniques or material, designs, drawings, engineering, formulae, markets, programs, algorithms, regulatory information, trade secrets, technical know-how, product specifications and pricing, customer and vendor lists, sources of supply and supply pricing, agreements with third parties, services, customers, marketing or finances of Discloser, which Confidential Information is designated in writing to be confidential or proprietary, and any other information that Discloser considers and treats as confidential, which is obtained directly or indirectly from Discloser in any form, including without limitation, documentary, tangible, verbal, visual or electronic. “Confidential Information” also includes the results or findings from any analysis created or resulting from Discloser’s provision of Confidential Information to Recipient.

Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention.

N. Changes to These Terms

Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For all material and non-material modifications, your continued use of the Website and Service constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or Service (or any part of it) with or without notice.

O. Miscellaneous

1. Publicity

Short Version: We want to post your logo and company name on our site with a list of other happy customers or maybe in a presentation to a potential customer. However, if you would rather stay anonymous, please let us know.

You grant us the right to use Customer’s company name and logo for marketing or promotional purposes on our websites and other communications, subject to the Customer’s documented trademark usage guidelines as provided to us. If you don’t want us to use your logo or company name, please contact us at love@foqal.io. However, Foqal will have no obligation to remove or recall any prior use or distribution of the promotional materials.

2. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and Foqal and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Foqal agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.

3. Non-Assignability

Foqal may assign or delegate these Terms of Service and/or the Foqal Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Sections D.4 - D.7. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment and delegation by you is void.

4. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

5. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Foqal to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

6. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of Foqal, or by the posting by Foqal of a revised version in accordance with Section N. Changes to These Terms. These Terms of Service, together with the Foqal Privacy Policy, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Foqal relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.

7. License

This Terms of Service Agreement is licensed under this Creative Commons Zero License. This Agreement is provided on an "as-is" basis. You are free to use this Agreement for any purpose and modify it as you would like, however, we are not liable for any loss or damage suffered as a result of use or misuse or reliance on the information and content of this Agreement.

This License does not grant any trademark or other intellectual property permissions and does not convey or constitute any legal advice. Your use of this information does not create an attorney-client relationship between you and Foqal. This Agreement and procedures may not suit your organizational needs, so always consult a lawyer if you want to adopt this Agreement for your own uses.

8. Questions

Questions about the Terms of Service? Contact us.