Terms and Conditions

These Terms and Conditions (these “Terms”) form an agreement between CtrlStack, Inc., a Delaware corporation (“we”, “us”, and “our”) and you (“you” and “your”). These Terms govern your access and use of this website (the “Site”). Please review these Terms carefully. By visiting and using our Site, you agree to be bound by these Terms. We may update these Terms from time to time in our discretion, but we will always keep the latest version of these Terms posted on our Site. By using our Site after a new version of these Terms has been posted, you agree to the terms and conditions of such version of these Terms.

Account Creation

Account. To use many functions of our Site, you must first create an account (“Account”). You agree to provide us with accurate, complete and at all times up to date information for your Accounts. We may need to use this information to contact you. If you are you using our Site on behalf of an entity, company or other organization (“Company”), you represent and warrant that you have the right and authority to create an Account on behalf of the Company and  use our Site on behalf of the Company.

Passwords. Please safeguard your Account and make sure others don't have access to your Account or password and other authentication credentials (collectively, "Passwords"). You're solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your Passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your Accounts. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.

Eighteen And Older. The Site is intended for people age eighteen and older. By using our Site, you represent that you're at least 18. 

Beta Offerings

We may from time to time offer you the chance to try certain “beta” or “evaluation” products, services, features, or functionality (“Beta Offerings”). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL BETA OFFERINGS ARE PROVIDED ON A COMPLETE “AS-IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, AND WE WILL HAVE NO LIABILITY IN CONNECTION WITH THE BETA OFFERINGS.

Content and Ownership

By using our Site, you acknowledge and agree that we are the sole author and owner of all intellectual property rights, including but not limited to, any copyright and patent rights, in any software code generated as a result of your use of our Site, even if such code is influenced by or generated following your actions and/or clicks on our Site.   In the event that the results and proceeds of your use of our Site are deemed not to be authored and owned by us, you hereby assign to us all right, title and interest in and to your contributions and services and the results and proceeds thereof, including but not limited to, copyright and patent, in perpetuity.

“Site Content” means all information, data, text, software, recorded music, musical compositions, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Site. All Site Content is owned by us or our third-party licensors. Except as provided herein, nothing contained on our Site should be construed as granting any license or right to use any of the Site Content without our written permission. Subject to your continued compliance with these Terms, we grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Site and Site Content solely for your personal, non-commercial use.

Your Content; Feedback

"Your Content" means any information, data, text, software, recorded music, musical compositions, sound, photographs, graphics, artwork, video, messages, or other material or content submitted to us or to the Site by you. We have the right, but no obligation, to monitor or screen Your Content and remove any of Your Content that we deem objectionable in any way. By submitting any of Your Content, you: (i) represent and warrant that you have all right, title, and interest to do so; (ii) acknowledge that Your Content will not be treated as confidential, and may be publicly visible via the Platform; (iii) grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, and fully transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of Your Content in any media and for any purpose whatsoever (including to operate, maintain, improve, and promote the Platform) without attribution or compensation; and (iv) irrevocably waive any claims of moral rights, privacy, publicity, or similar rights in any of Your Content. If you provide feedback, suggestions, improvements, or requests for additional functionality (collectively, "Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you. This paragraph will survive any termination or expiration of these Terms.

Restrictions

You will not: (i) remove or alter any trademark, patent or copyright notices contained in the Site or Site Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Site or Site Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Site or Site Content; (iv) disassemble, decompile or reverse engineer the Site or Site Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Site or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Site or any other systems; (vii) violate any applicable local, state, national or international law; (viii) post or transmit any Site Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person; (ix) send unsolicited advertisements through the Site; (x) use the Site in a way that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; or (xi) provide any false or misleading information or any information that you do not have the right to provide.

Third Parties

The Site may contain links to websites owned or operated by third parties. We do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites or provided by third parties. Any views expressed by any third parties are the views of the applicable author and do not necessarily align with our views. We have no control over, and are not responsible for, your interactions with any third parties. Any transactions agreed upon between you and such third parties are agreements between you and the applicable third party, and we are not party to any such transactions or agreements unless otherwise expressly stated. You are solely responsible for your interactions with any third parties.

Relationship

It is expressly understood, agreed and covenanted that you and we do not intend to form an employment relationship or a partnership or joint venture, and in no event will these Terms of Service be construed to constitute such an employment relationship, partnership or joint venture.

DISCLAIMERS

NEITHER WE, NOR SITE, PROVIDE TECHNICAL ADVICE. YOU SHOULD CONSULT A PROFESSIONAL SOFTWARE ENGINEER OR ADVISOR WITH RESPECT TO QUESTIONS REGARDING YOUR SOFTWARE CODE. WE CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF OUR SITE OR SITE CONTENT. 

YOUR USE OF OUR SITE AND SITE CONTENT IS AT YOUR SOLE RISK AND OUR SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE SITE AND SITE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE TO ANY COMPUTER RESULTING FROM ACCESS TO OUR SITE, OR FOR ANY ISSUES ARISING FROM THE CORRUPTION OR UNAVAILABILITY OF ANY NETWORK. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE, SITE CONTENT, OR FROM THE CONDUCT OF ANY USERS OF OUR SITE OR OTHER THIRD PARTIES. SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $25 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

Indemnity

You will defend, indemnify, and hold us and our officers, directors, employees, and agents harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements, including reasonable attorneys’ fees, resulting from your use of our Site or Site Content or your violation of these Terms. 

Termination

We reserve the right to modify or discontinue our Site (or any part thereof) without notice. Your right to use our Site and Site Content will automatically terminate if you breach these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) will so survive.

GOVERNING LAW; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION

These terms are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

THE PARTIES AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THE SITE OR THESE TERMS OR OUR PRIVACY POLICY WILL BE EXCLUSIVELY RESOLVED IN BINDING, CONFIDENTIAL ARBITRATION USING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY WILL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.

THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS. YOU ACKNOWLEDGE THAT BOTH PARTIES ARE GIVING UP CERTAIN LEGAL RIGHTS THEY WOULD OTHERWISE HAVE TO LITIGATE DISPUTES, ENGAGE IN THE KIND OF DISCOVERY ALLOWED IN LITIGATION, AND OTHERWISE.

You have the right to opt out of the mandatory arbitration provision by sending written notice of such decision to us at Legal@QueryPal.com. Your notice must be received within 30 days from date you first registered for the Site, and must include your name and address, each email address you have used to set up an account on the Site, and an unequivocal statement that you want to opt out of the mandatory arbitration provisions. If you opt-out as described above, we will be automatically deemed to have opted out as well and will be free to pursue legal claims in court against you in the event of any disputes.

General

If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms will not be affected thereby and will remain in force and effect. These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

Contact

If you have any questions or comments regarding these Terms, please contact us at Legal@QueryPal.com.

Updates to Terms

We may update these Terms from time to time at our discretion by posting a revised version on the Site. The revised version will be effective immediately upon posting to the Site.