Terms of Service

LocalOps Inc. is a company incorporated in Delaware and having its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, USA. LocalOps offers a web-based platform that lets you automate provisioning of cloud infrastructure and environments in the cloud providers you connect. The terms “LocalOps”, “We”, “Us”, or “Our” refer to LocalOps Inc., and the terms “You” and “Your” refer to the licensed users of LocalOps.

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Scope

These Terms form a binding and legal agreement between You and LocalOps and govern Your use of the services which can be accessed via https://console.localops.co/, https://lookout.localops.co/ and other related sub-domains and/or mobile applications and/or all of the webpages, subdomains, country level domain variants and subparts of those websites. By checking the ‘I Agree’ box on our sign-up page, You, either as an individual or, if You are representing an entity, then on behalf of that entity, agree to be bound by these Terms and any other policies included by reference herein.

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Changes to the Terms

LocalOps may from time to time make changes or modifications to any portions of these Terms. If such change or modification is likely to affect Your rights, You will be notified in a manner that seems appropriate to LocalOps. Your continued use of the Platform after the expiry of the said notice period will constitute Your acceptance of the modified Terms. If You do not agree to the modified Terms, You may stop using the Services by sending us an account deletion email request, or send us your concerns and enter into a variation agreement (which will be at the discretion of LocalOps).

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License & Restrictions

LocalOps grants to You a limited, non-exclusive and non-assignable license to use the Services for Your business purposes, in accordance with these Terms. If You wish to use the Services in any other manner, You may do so only after obtaining an express written consent from LocalOps.

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Trial / Evaluation License

Upon Your request, LocalOps may at its discretion grant to You a non-exclusive, non-assignable trial/evaluation license to access its Service for a period of thirty (30) days. This license shall automatically terminate beyond the said period or upon entering into a valid commercial agreement between the parties.

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Commercial License

Upon payment of fees detailed in LocalOps’ pricing page, You obtain a commercial license to access and use LocalOps Services for Your business purposes.

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Restrictions

By using our Services You agree not to:

• modify any instance of Cloud Environment with a tool or application not approved by LocalOps;
• send or store material containing software viruses, worms, or other harmful computer codes, files, scripts or programs;
• transmit or publish any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• create a load on servers of LocalOps, abuse the bandwidth of LocalOps, or create unnatural traffic;
• use the Services for transmitting or publishing any illegal content;
• facilitate any of the uses that are listed as prohibited activities under applicable state, federal or Your local laws.

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Your Obligations

You agree to procure and make available all hardware and infrastructure facilities necessary for using the Services. You agree to be solely responsible for obtaining licenses to cloud infrastructure providers (IaaS), third party tools, applications, or APIs to be used by You. LocalOps shall not be liable for Your enablement, access or use of such third-party cloud infrastructure providers, services or applications, including for processing of Your Data by such third parties. Where You require LocalOps to remotely host and maintain Your standard application environments in a cloud infrastructure environment, You shall then provide site, system, and/or cloud account access (“Access”) to LocalOps or any party authorized by LocalOps. You understand and agree that Your denial of Access would mean denial of all remote services of LocalOps. You also understand and agree that, where You deny Access, LocalOps cannot be held responsible or liable for any malfunctioning of the Service, non-availability of the services, or breach of these Terms. LocalOps or its personnel will access or make use of Your accounts or systems only for the aforementioned purposes.

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Fees and Payment Terms

You agree to pay the fees as detailed in our pricing page or as mutually agreed and included in a separate document signed by the authorized personnel of each party. Where You fail to pay any undisputed invoice beyond fifteen (15) days of due date (including the period of overdue notice), LocalOps will temporarily suspend Your account. Where the invoice becomes due beyond thirty (30) days, LocalOps will terminate all its maintenance & support services and at its discretion terminate and cancel Your agreement with us. In case of a dispute relating to an invoice, both parties agree to settle such dispute in an amicable manner. Failing the foregoing, the parties may approach the courts as agreed under the Miscellaneous section of these Terms.

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Maintenance and Support Terms

As part of Your payment of fees, LocalOps will provide standard 9x5 support that will let You report an issue via email and access any Service related documentation.

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Privacy & Data Security

LocalOps will not access any of Your Data without first obtaining Your explicit consent. The Data that You provide, submit or that is collected by LocalOps from You shall be stored and/or processed in accordance with LocalOps’ online privacy policy accessible at https://docs.localops.co/privacy-policy.

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Proprietary Rights

All data, including but not limited to Your application and its source code, that You submit to us for the purpose of receiving services, is considered proprietary to You. You retain the exclusive ownership of such data. The Services along with related documentation, and intellectual property rights relating to such Services, shall belong exclusively to LocalOps. LocalOps does not grant You or any other party the right to use or claim ownership of these proprietary rights, except as expressly permitted in these Terms. No additional rights or licenses are granted beyond what is expressly stated herein.

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Term & Termination

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Term

These Terms shall be valid as long as You continue to pay the base fee collected for accessing the Services.

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Termination

Either party may terminate this agreement by providing written notice to the other party on the occurrence of any of the following conditions:

• in the event that a party is in breach of any of the terms of these Terms and does not cure such breach after thirty (30) days advance written notice from the other party;
• a receiver is appointed for a party or its property;
• a party makes a general assignment for the benefit of its creditors;
• a party commences, or has commenced against it, proceedings under any bankruptcy or insolvency law; or
• a party is liquidated or dissolved.

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Post Termination

Upon termination, You shall stop using the Service, with an exception to those cloud environments of Your end-users created using the Service. The aforementioned cloud environments shall be terminated in accordance with the agreement terms mutually agreed and executed between You and Your end-users.

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Warranties & Disclaimers

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Indemnity

LocalOps agrees that it will, at its own expense, defend You in respect of any action brought against You by a third party, and indemnify and hold harmless You against any award of damages and costs in any and all claims, actions or suits alleging that the Service used within the scope of these Terms constitutes an infringement of any valid patent, copyright or other intellectual property rights, provided You give to LocalOps (i) prompt written notice of the claim, (ii) sole control over the defense or settlement, and (iii) reasonable support and cooperation with regard to the defense. The above is LocalOps’ sole obligation to You and shall be Your sole and exclusive remedy pursuant to these Terms for all third party claims relating to intellectual property infringements. LocalOps shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from: Your use of the Service along with programs not provided by LocalOps; modification of the Service made by a party other than LocalOps; Your failure to install the updates or patches provided by LocalOps; or Your continued use of allegedly infringing software after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

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Limitation of Liability

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Miscellaneous

These Terms shall be the final and binding agreement with regard to Your use of the Services. These Terms may be amended only by a written agreement signed by the duly authorized agents of the parties. These Terms are governed by the laws of the State of Delaware exclusive of its conflict of law provisions. The parties shall be subject to the jurisdiction of the courts in the State of Delaware and waive any inconvenience thereof. If any provision or provisions of these Terms are found to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired. Notwithstanding anything to the contrary contained elsewhere, LocalOps shall not be liable for any violation of its obligations caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, epidemic or endemic breakouts, acts of terror or civil unrest, technical failures beyond LocalOps’ reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks. Nothing in this agreement is intended to confer any benefit, right or remedy upon any person other than the parties to this agreement. Neither party may assign or transfer its rights or obligations under this agreement without the prior written consent of the other party, which may not be unreasonably withheld. No joint venture, partnership, employment, or agency relationship exists between You and LocalOps as a result of these Terms or Your use of the Services.

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End of Terms