1.1 Your use of the PopSQL service is governed by this agreement (the "Terms"). "PopSQL" means PopSQL, Inc. The "PopSQL Services" or "Service" means the desktop application that PopSQL makes available through this website, including this website or any other software or services offered by PopSQL in connection to any of those including PopSQL.
1.2 In order to use the PopSQL Services you must first agree to the Terms. You can agree to the Terms by actually using the PopSQL Services. You understand that PopSQL will treat your use of the PopSQL Services as acceptance of the Terms from that point onwards.
1.3 You may not use the PopSQL Services if you are a person barred from receiving the PopSQL Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the PopSQL Services. You affirm that you are a human. You affirm that you are over the age of 18 years old or over the age of majority in the country where you are a citizen.
1.4 You agree your purchases of PopSQL Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by PopSQL or any of its affiliates regarding future functionality or features.
2.1 You must provide accurate and complete registration information any time you register to use the PopSQL Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify PopSQL immediately.
2.2 Your use of the PopSQL Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the the PopSQL Services by any means other than through the interface that is provided by PopSQL in connection with the PopSQL Services, unless you have been specifically allowed to do so in a separate agreement with PopSQL, or (b) engage in any activity that interferes with or disrupts the PopSQL Services (or the servers and networks which are connected to the PopSQL Service).
2.4 You may use the PopSQL Services only to develop, manage, and support Databases that you control or have legally been granted access to. You may not access the PopSQL Services for the purpose of bringing an intellectual property infringement claim against PopSQL or for the purpose of creating a product or service competitive with the PopSQL Services.
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the PopSQL Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude data that you create using the PopSQL Services and any database query code written by you to be used with the PopSQL Services (collectively, "Applications").
5.2 PopSQL reserves the right (but shall have no obligation) to remove any or all Content from the PopSQL Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from PopSQL. In the event that you elect not to comply with a request from PopSQL to take down certain Content, PopSQL reserves the right to directly take down such Content or to disable Applications or to terminate your account.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User, you shall immediately terminate such end user's account. PopSQL reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that PopSQL has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the PopSQL Services and for the consequences of your actions (including any loss or damage which PopSQL may suffer) by doing so.
5.5 You agree that PopSQL has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6.1 You acknowledge and agree that PopSQL (or PopSQL's licensors) own all legal right, title and interest in and to the PopSQL Services, including any intellectual property rights which subsist in the PopSQL Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, PopSQL acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the PopSQL Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with PopSQL, you agree that you are responsible for protecting and enforcing those rights and that PopSQL has no obligation to do so on your behalf.
7.1 PopSQL gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license, with no right to sub-license, to use the software provided to you by PopSQL as part of the PopSQL Services as provided to you by PopSQL. This license is for the sole purpose of enabling you to use and enjoy the benefit of the PopSQL Services as provided by PopSQL, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the PopSQL Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by PopSQL, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the PopSQL Services or any applications running on the PopSQL Services.
7.3 Open source software licenses for components of the PopSQL Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with PopSQL for the use of the components of the PopSQL Services released under an open source license.
8.1 PopSQL claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the PopSQL Services you give PopSQL a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling PopSQL to provide you with the PopSQL Services. Furthermore, by creating an Application through use of the PopSQL Services, you give PopSQL a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling PopSQL to provide you with the PopSQL Services.
8.2 You may choose to or we may invite you to submit comments or ideas about the PopSQL Services, including without limitation about how to improve the PopSQL Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PopSQL under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.3 You agree that PopSQL, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the PopSQL Services.
9.1 Databases or Data Sources means any computer system that stores data or allows it to be queried for later retrieval such as, but not limited to, relational databases, non relational NoSQL databases, key value stores, distributed databases, and cloud databases.
10.1 PopSQL may, and you grant us permission to, make recommendations via the PopSQL Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the PopSQL Services. We will never make recommendations directly to your End Users.
11.1 PopSQL is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the PopSQL Services which PopSQL provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the PopSQL Services will be effective with respect to all versions of the PopSQL Services; examples of changes to the form and nature of the PopSQL Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2 You may terminate these Terms at any time by canceling your account on the PopSQL Services. You will not receive any refunds if you cancel your account.
11.3 You agree that PopSQL, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the PopSQL Services may be without prior notice, and you agree that PopSQL will not be liable to you or any third party for such termination.
11.4 You are solely responsible for exporting your Content and Application(s) from the PopSQL Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
11.5 Upon any termination of the PopSQL Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT POPSQL'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE POPSQL SERVICE IS AT YOUR SOLE RISK AND THAT THE POPSQL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
12.3 POPSQL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE POPSQL SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, POPSQL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE POPSQL SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE POPSQL SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE POPSQL SERVICES WILL BE ACCURATE.
13.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT POPSQL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
13.2 THE LIMITATIONS ON POPSQL'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT POPSQL HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.1 You agree to hold harmless and indemnify PopSQL, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "PopSQL and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the PopSQL Services, (c) your violation of applicable laws, rules or regulations in connection with the PopSQL Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, PopSQL will provide you with written notice of such claim, suit or action.
15.1 It is PopSQL's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice. For more information, please go to here.
16.1 The PopSQL Services may include hyperlinks to other web sites or content or resources or email content. PopSQL may have no control over any web sites or resources which are provided by companies or persons other than PopSQL.
16.2 You acknowledge and agree that PopSQL is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that PopSQL is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
17.1 PopSQL may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
17.2 You understand and agree that if you use the PopSQL Services after the date on which the Terms have changed, PopSQL will treat your use as acceptance of the updated Terms.
18.1 The Terms constitute the whole legal agreement between you and PopSQL and govern your use of the PopSQL Services (but excluding any services which PopSQL may provide to you under a separate written agreement), and completely replace any prior agreements between you and PopSQL in relation to the PopSQL Services.
18.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
18.3 If PopSQL provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
18.4 You agree that PopSQL may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the PopSQL Services. By providing PopSQL your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
18.5 You agree that if PopSQL does not exercise or enforce any legal right or remedy which is contained in the Terms (or which PopSQL has the benefit of under any applicable law), this will not be taken to be a formal waiver of PopSQL's rights and that those rights or remedies will still be available to PopSQL.
18.6 PopSQL shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
18.7 The Terms, and your relationship with PopSQL under the Terms, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You and PopSQL agree to submit to the exclusive jurisdiction of the courts located within the state of Delaware to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that PopSQL shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
18.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the PopSQL Services upon written notice to the assigning party.
18.9 If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Terms and shall not affect the validity and enforceability of any remaining provisions. The section headings used herein are for reference only and shall not be read to have any legal effect.
19.1 We reserve the right at anytime and from time to time to modify or discontinue, temporarily or permanently, the PopSQL Service (or any part thereof) without notice.
19.2 Prices of the PopSQL Service, including but not limited to monthly subscription plan fees to the PopSQL Service, are subject to change upon 30 days notice from us. Such notice may be provied at any time by posting the changes to the PopSQL website.
19.3 We shall not be liable to you or any third party for any modification, price change, suspension or discontinuance of the PopSQL Service.