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Terms And Conditions

VERSION DATED 16 January 2017

Please read this terms and conditions of service document carefully before completing registration for or commencing use of the ctksoft services and products. before commencing use you must first accept the terms and conditions of service by electronically checking the box marked "yes, i agree to ctksoft terms of use". if you accept this agreement on behalf of a company or other legal entity, you represent that you are authorized to bind this company to these terms and conditions, in which case the terms “you” or “your” shall refer to this company.

By registering for the services or by using the services, you represent, warrant, and agree that, you have read, understood, and agree to be bound to the terms and conditions provided by ctksoft.com

1. Eligibility

a. To be eligible to browse the Site and use the Service, the User must be at least 18 years of age.

b. The User must provide information that is truthful to the best of the User’s knowledge and in the event any such information changes, the User shall notify the Company of any such change within a reasonable amount of time.

c. The User may not through the Site use false identities, impersonate any other person, or use a username and password that the User is not authorized to use.

The Service Terms

CTKSOFT reserves the right to terminate or modify the service at any time, without prior notification.
Features and functionality designed to be used in conjunction with the Service but not included in the Service Plan to which You subscribed, including without limitation, integrations and applications created or developed by CTKSOFT.CTKSOFT and its suppliers are the sole owners of all the intellectual property, and in particular the copyright, trademarks and all related logos, trade secrets, database and patents, in the Services. CTKSOFT shall retain all ownership in and to Services and, subject to the Agreement, all data transferred or received through the Services. CTKSOFT makes no claims that the service will be uninterrupted or error-free and customers use the application at their own risk. If the application will be unavailable due to planned maintenance we will endeavour to notify all users at least 7 days in advance.

Communications

The Company shall be free to reproduce, use, disclose, and distribute any and all communication conducted with Company through the Site including but not limited to feedback, questions, comments, suggestions and the like (the “Communications”). The User shall have no right of confidentiality in the Communications and the Company shall have no obligation to protect the Communications from disclosure. The Company shall be free to use any ideas, concepts, know-how, content or techniques contained in the Communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.

Intellectual property

a. You agree that CTKSOFT owns all of the intellectual property rights existing in the CTKSOFT Services. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use CTKSOFT brand, branding or logos except with CTKSOFT prior written consent.

b. You agree and accept that, Company owns all of the intellectual property rights existing in the Website and Services and You shall not raise any claims in relation to the same whatsoever the case may be.

c. CTKSOFT shall maintain all rights, title and interest in our respective patents, inventions, copyrights, domain names, and any other intellectual or property and/or proprietary rights. Trademarks or service marks of CTKSOFT may not be used in any manner without CTKSOFT express prior written consent.

d. CTKSOFT respects the intellectual property rights of others, and requires that the people who use CTKSOFT website do the same.

e. The CTKSOFT shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-User, or other third parties acting on Your behalf. You cannot claim any rights to these incorporations, either now or in the future. If you believe that your work has been copied and is accessible on this site in a way that constitutes copyright infringement, you may notify us by writing in accordance with the Copyright Policy located at www.ctksoft.com

Technical support and hosting

You understand that CTKSOFT uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, support tools, and related technology required to run the Service. Accordingly, you understand that the technical processing and transmission of the Service, including your content, involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. If your bandwidth significantly exceeds the average bandwidth usage (as determined solely by CTKSOFT) of other CTKSOFT customers, we reserve the right to immediately disable your account until you can reduce your bandwidth consumption.

2. Third party indemnification

a. During use of the services or products, you may enter into correspondence with, purchase or selling goods and services or participate in promotions of advertisers or sponsors showing their goods and services through the website. Any such, activity and any terms, conditions, warranties or representations associated with such, shall be solely between you and the applicable third-party. CTKSOFT and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CTKSOFT does not endorse any sites on the Internet that are linked through the website.

b. You agree to indemnify and hold CTKSOFT and its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Services in any manner contrary to the Terms or resulting from your provision of inaccurate or incomplete information to CTKSOFT in connection with your use of the Services.

c. There are links on the Site that leads to third party sites, including those of advertisers. THE COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY POLICIES OF THOSE SITES OR THE COOKIES OF THOSE SITES USE. IN ADDITION, BECAUSE THE COMPANY HAS NO CONTROL OVER SUCH SITES AND RESOURCES, THE USER ACKNOWLEDGES AND AGREES THAT THE COMPANY IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES.

Data privacy, responsibilty, backups

1. All information, data, text, software, graphics, commentary data, messages, or any other materials whatsoever, (collectively, "Data"), is the sole responsibility of the person from whom such Data originated. You are wholly responsible for all Data You download, post or otherwise transmit via the CTKSOFT website.

2. Subject to the express permissions of these Terms, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care.

3. CTKSOFT will only access your account upon your request for technical assistance. You will be asked to provide explicit consent each time an employee of CTKSOFT needs to access your account. No employee of CTKSOFT will access your account without prior permission, unless required to do so by law.

4. You acknowledge that technical processing and transmission of the Services, including Your content, may be transferred unencrypted and involves:
a. Transmissions over networks,
b. Transmissions over networks,
c. This terms are solely to those of our respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

5. This terms are solely to those of our respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

6. CTKSOFT takes regular backups of Your Data. No guarantees of any kind will be made as to the integrity or completeness of these backups.

7. You agree that We (CTKSOFT) the service providers, utilize to assist in providing the Service to You, you shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Service, including, without limitation, in response to Your support requests.

8. If loss of data occurs due to an error from CTKSOFT part, CTKSOFT will attempt to recover the data at no charge. If loss of data occurs due to an error on Your part, CTKSOFT may, at its discretion, offer a data recovery service for a fee.

9. CTKSOFT takes regular backups of Your Data, but you agree to maintain all appropriate backup of files and data stored on CTKSOFT servers as you see fit.

10. CTKSOFT will not be liable in any way for any loss or damage (including but not limited to any loss or damage due to an error or omission of CTKSOFT) incurred as the result of the use, representation or interpretation of any Data posted, transmitted or made available through CTKSOFT website.

You assume all responsibility for the use of the Services, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made to the Service.

Plan, payments and billing

1. Our pricing plans are flexible enough to fit the needs of any-sized company. Whether you're a big or a small business.

2. The amount you pay per billing cycle is dependent on the Solution selected and the number of Staff User Accounts selected.

3. All charges associated with Your access to and use of the Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed.

4. The CTKSOFT paid service plans are billed on a monthly (this constituents the billing month and can be 28 days to 31 days depending on the calendar month) or annual basis and in advance.

5. If You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within seven (7) business days of Our notice to You, that payment is due, or if You do not update payment information upon Our request, We may suspend or terminate access to and use of such Service by You, Agents and End-Users.

6. Annual subscription: if the customer receives a year’s access to the determined subscription once payment has been made. The customer will be automatically charged on the same date each year for continuous access to paid subscription.

7. Customers can upgrade their subscription to another plan at any time. There are no refunds for downgrades or cancellations of accounts before the pre-paid month or pre-paid year has expired. If the customer upgrades during their pre-paid month or pre-paid year, the difference for the remaining days of their billing month or billing year will be charged pro-rata at time of upgrade. Thereafter the customer will be charged the new price for each subsequent billing month or billing year.

Credit card billing and credit policy

We may, at our sole discretion, choose to offer credits for the Service in various ways, including but not limited to, coupons, promotional campaigns and referrals. The CTKSOFT Contracting Party reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by you to offset your subsequent payments of Subscription Charges for the applicable Service. Credits can only be used by You and are non-transferable.
If you choose to pay by credit or debit card, you authorize CTKSOFT to debit your account renewal fees from your card. CTKSOFT uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for CTKSOFT. CTKSOFT may use your information in order to perform fraud screening.

Tax

1. CTKSOFT reserves the right at any time to modify, or discontinue, the Service (or any part thereof) with or without notice.

2. CTKSOFT can change the Terms and Conditions with immediate effect, and your continued usage of the Service will constitute acceptance of those changes. You agree that CTKSOFT shall not be liable to you or to any third party for any modification of the Service and or the Terms and Conditions.

3. Cancellation can be made by emailing a written request to info@ctksoft.com.

4. As soon as the cancellation becomes effective, the customer will no longer have access to the application or its content. CTKSOFT reserves the right to delete cancelled accounts including all of its content.

5. If in case you terminate your subscription to the Service or cancel your Account prior to the end of your effective Subscription Term or We effect such termination or cancellation in addition to other amounts you may owe CTKSOFT, You must immediately pay the unpaid Subscription Charges associated with the remainder of such Subscription Term. If this amount will not be payable by You in the event, You will terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by the CTKSOFT, that You provide advance notice of such termination or cancellation.

6. Effect of termination:
a. You shall immediately cease all use of the Services,
b. You will lose access to all of your content and CTKSOFT will delete it in the normal course of business operations.
c. You shall destroy all copies, full or partial, of any components of the Services that may have been downloaded by you or otherwise transmitted to you electronically or otherwise in connection with the Services.
d. Your information cannot be recovered once your account is terminated.
e. CTKSOFT shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service.

7. No refunds or credits for Subscription Charges or other fees or payments will be provided to you, if you elect to terminate your subscription to the Service or cancel your Account prior to the end of your then effective Subscription Term.

8. Recovery of fees and costs: If You continue to use the Services after notice of termination has been received, You will be liable to pay all costs, including reasonable attorneys fees, to enforce CTKSOFT revocation of the Service, as well as any damages suffered by CTKSOFT in the process.

Indemnification, limitations of liability and warranties

1 You agree to indemnify and hold CTKSOFT and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), patent, copyright, trademark or trade secret arising out of or related to Data.
a. You promptly notify noodlechat of the threat or notice of such Claim.
b. CTKSOFT may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification.
c. Procure for your right to continue using the Service as set forth hereunder.
d. Replace or modify the Service to make it non-infringing, are not reasonably practicable, terminate these Terms and repay you any unused Service fees.
e. We (CTKSOFT) will have no liability or obligation with respect to any IP Claim, if such claim is caused in whole or in part by compliance with designs, data, instructions or specifications provided by you or any modification of the Service by anyone other than the noodlechat.
f. Your alleged violation of any rights of a third party in connection with your use of the CTKSOFT, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification. The assumption of such defense or control by CTKSOFT, however, shall not excuse you from any of your indemnity obligations.

2. Limitations of liability:
a. Under no circumstances or under no legal theory (whether in contract, tort, negligence or otherwise), CTKSOFT will not be liable to YOU or ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE.
b. Any claims or damages that you may have against the CTKSOFT shall only be enforceable against the CTKSOFT website and not any other entity or its officers, directors, representatives or agents.
c. Notwithstanding anything to the contrary in these Terms, CTKSOFT (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these Terms claimed by you or any third party arising from our service, shall be limited to the lesser of (i) actual damages incurred, (ii) payments made by you for the service during the twelve months preceding the claim. The parties acknowledge and agree that the essential purpose is to allocate the risks under these Terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if CTKSOFT were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these Terms.
d. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THE SERVICE AND THE Terms and Conditions OF CTKSOFT.

3. Warranty Disclaimers:
a. THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY DAYS FROM THE DATE YOU REGISTERED FOR THE SERVICES.
c. YOU ACKNOWLEDGE THAT CTKSOFT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM CTKSOFT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Grant and rights of license

1. Subject to the Terms and Conditions, CTKSOFT grants you the revocable, non-exclusive, non-transferable, and non-sub licensable license to use the Services through Your Active Staff User Accounts.

With respect to any Data stored by publicly- accessible, CTKSOFT website features such as blogging forums, libraries, any other data collection feature, the submitting user retains ownership of such content. In each such case, the submitting user grants CTKSOFT a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Data (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license.

Entire agreement, assignment and amendment

You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of your duties under these Terms without Our prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our agreement with You to any member of the CTKSOFT group or in connection with any merger or change of control of the CTKSOFT website or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms.
Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms and conditions. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements expressly accepted and executed by both parties).
We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you of such changes and direct you to the latest version.
These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between you and the noodle chat with regard to the subject matter hereof. These Terms and any Form(s) shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any Entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof.
All such Additional Terms will be considered incorporated into these Terms when You or any Agent authorized as an administrator in Your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
CTKSOFT may change the Terms and Conditions at any time and from time to time, with or without prior notice. We will notify you not less than five days prior to the effective date of any such amendment and your continued use of the Service following the effective date of any such amendment may be relied upon by noodlechat as your consent to any such amendment. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.

By accepting these terms you agree to use ctksoft website and its services without any inconvience caused by your si