Last update: 04/01/2019.
Caliper Metrics, Inc.
340 S Lemon Ave #5351
Walnut, CA 91789
Caliper Metrics, Inc. (hereinafter “Caliper” or “We”) is committed to providing the best possible services to its users (“You” or “User”), always seeking excellence and integrity on such services.
2. Ebert’s Use
Ebert’s use depends on the provision, by the User, of a source code of his own authorship (“Source Code”). This Source Code will be submitted to the automatic review by Ebert. Such review will result in a report (“Report”), which will be available in a specific webpage to be accessed under the User’s profile page. The User must grant access to the Source Code through a specific source code hosting service administered by a third party (hereinafter “Source Code Hosting Service”) following Ebert’s instructions that can be found at the User’s profile page. The Source Code analysis and review will be made in an automated manner, exclusively by Ebert. No non-automated Source Code review and/or analysis will be performed by any member of Caliper’s team, nor any third party.
The User is the owner and holder of the Source Code and it is the User’s responsibility to keep the Source Code safe. Caliper does not claim any title or control over the Source Code belonging to any User. You are the owner of the copyrights and any other rights that you may have over the Source Code. The User, by submitting the Source Code, warrants: (i) that he is the owner and holder of the Source Code and holds all the rights that allow the User to submit such Source Code to Caliper to be analyzed and reviewed by Ebert; (ii) the Source Code does not contain any virus, malware, spyware, or any other software or language capable of harming, damaging, spying or jeopardizing in any manner Caliper, third parties, and/or its hardware, software, infrastructure, and/or related intellectual property.
Exclusively in case there is any malfunction in the automated Source Code review performed by Ebert, Caliper may allow members of its team to analyze the Source Code to identify the possible malfunction in the review. Such analysis must be expressly authorized by the User upon the report of the malfunction.
Caliper may, at any time and at its own discretion, stop offering Ebert and the services related thereto, pursuant to the provisions under item 9 below. In such cases, Caliper will not be responsible for any refund, compensation or indemnification for the User deriving from the interruption of Ebert’s activities.
3. Accounts and User Data
The User agrees to provide Caliper with sufficient data to allow for the use of Ebert (hereinafter “Data”) according to the provisions under this Term of Use.
Your access to Ebert will only be possible by means of Your previous subscription to a Source Code Hosting Service.
In order to access Ebert, You must create an Ebert user account (“User Account”). A User Account may be an Administrator User Account or a Basic User Account, pursuant to the following:
Administrator User Account: is a paid account whose price will be charged according to the provisions under item 8 below and will vary depending on the maximum number of code repositories allowed to submitted to Ebert’s review. A User who owns an Administrator User Account (hereinafter “Administrator User”) will be able to directly submit Source Codes to Ebert’s review. Additionally, the Administrator User will be able to allow other Users (with Administrator or Basic User Accounts) to join in on a network of Users (hereinafter “Organization”) who will be able to submit Source Codes to Ebert’s review, being such review charged to the Administrator User Account under which the Organization was created. This means that, subject to the proper authorization from the Administrator User, Users members of an Organization, under the umbrella of the Administrator User Account that created such Organization, and charged thereto, may submit Source Codes to Ebert’s review and have access to the Reports.
Basic User Account: is a free User Account. The User who owns a Basic User Account (hereinafter “Basic User”) will only have access to Ebert’s functionalities, especially the submission of Source Codes for review and/or access to the Reports, if they are members of an Organization created under an Administrator User Account, having the owner of such Administrator Account properly authorized the access to such User.
The Administrator User, or its legal representative if such User is a legal entity, must have full legal capacity, under the State of Delaware law and under the laws of the User’s country of residency. In no circumstance the Administrator User may be under the age of eighteen (18) years old, or not under her full legal capacities for any reason it may be.
The Administrator User must keep the Personal Data updated and, if such data is false or fraudulent, Caliper reserves its right to immediately interrupt such User’s access to Ebert and to take all due and applicable legal actions and measures to remediate any harm caused, to Caliper or any third party, by such false or fraudulent data.
A Basic User Account may be upgraded to an Administrator User Account as long as the Personal Data are provided pursuant to the provisions above and the Price is paid, pursuant to the provisions under item 8 below.
An Administrator User Account may be downgraded to a Basic User Account, pursuant to the provisions under item 8 below.
5. Limitations to Ebert’s Use
You cannot, under no circumstance, license, sublicense, sell, resell, transfer, distribute, exploit Ebert commercially or economically, make Ebert or any of its contents available to any third party; create or adapt a product using ideas, resources, functions, functionalities or graphic elements similar to Ebert’s.
The User hereby warrants that her use of Ebert will be restricted to Ebert’s purpose, which is the automatic review of the Source Code.
The User must not interfere with or interrupt in any manner Ebert’s integrity and/or performance or of any of the data contained therein, as well as not obtain any unauthorized access to Ebert nor any of the systems or networks related thereto.
6. Limitation of Liability
The activities carried out by Ebert may contain errors or faults that may or may not be corrected. Such errors or faults will not, under no circumstance, cause any kind of liability to Caliper, especially, but not limited to, losses or damages, direct or indirect.
Caliper will not be liable for any damage, be it direct or indirect, incidental, consequent, special, punitive, losses or any other kind of damage suffered by You or any User or any third party, including, but not limited to, losses of revenues, lost profits, loss of data, interruption of services, or any other loss, tangible or intangible, arising form, or in any manner related to, Ebert’s use, regardless of Caliper being informed of the possibility of such damages.
Caliper will not be liable for any delay or lack of capacity arising from unforeseeable or uncontrollable situations including, but not limited to, internet or telecommunication services’ flaws or failure, force majeure, governmental measures, hackers or other ill intentioned third parties, war, terrorism, mutiny, embargo, intervention of civil or military authorities, fire, flood, accidents, strikes, or lack of means of transportation, fuel, energy, labor or any other input.
7. No warranty
Further to the limitations of liability under Item 6 above, Ebert is provided “as is”, and You accept to use it with all faults, whether or not immediately apparent, disclaiming all warranties whatsoever, explicit or implicitly, including, but not limited to, warranties with respect to the merchantability, originality, accuracy, completeness, fitness for a particular purpose, non-infringement and any other warranties related to negotiation, use or trade practices.
Caliper does not guarantee that You will be able to access or use Ebert at any time or locations. We also do not guarantee that Ebert will be available uninterruptedly, will operate error-free, that errors will be fixed or that Ebert is free of computer viruses or other harmful items. There is not a minimum warranty related to the service level linked to the provision of Ebert by Caliper or to the use of Ebert by You.
The Price will vary according to the usage plan hired by the User (“Plan”). Each Plan will allow for the review of a limited number of Source Code repositories under the Administrator User Account. Such repositories may be submitted by the Administrator User or other Users under an Organization such Administrator User has created. The Plan will last for 30 (thirty) consecutive days (“Term of the Plan”). After this period, the Plan will be renewed following the provisions below.
At the time of hiring a Plan, you should choose the most suitable Plan for your needs. If You or other Users authorized by You, during the Term of the Plan, submit to Ebert’s review fewer repositories than the allowed under the Plan, You will not receive any refund or Price reduction.
Caliper reserves the right to, at its sole discretion, change and/or review the Price at any time. The Administrator User shall be notified, by e-mail, at least 30 (thirty) days prior to the date the new Price enters into force. The new Price will be applied for renovations of the Plan made after such new Price has entered into force. The Price policy in force can always be found on Ebert’s website, at: https://ebertapp.io.
The Price will be charged when the User creates an Administrator User Account or when a Basic User Account is upgraded to an Administrator User Account. The payment of the Price entitles the User to use Ebert with Administrator User features, limited to the chosen Plan, during the Term of the Plan, which starts counting form the moment of the Price payment. Upon the expiration of the Term of the Plan, the Plan will be automatically renewed and a new charge will be made automatically by Caliper onto the credit card registered by the User (“Automatic Renewal”).
If, during the Term of the Plan, You, or other Users authorized by You, need to submit to Ebert’s review a number of repositories that exceeds the maximum amount covered by the chosen Plan, You shall contract a superior Plan to enable the submission of a higher number of repositories to Ebert’s review. This Plan upgrade will be done through the payment of the difference between the Price of the Plan originally chosen and the Price of the upgraded Plan. The upgrade does not affect the Term of the Plan, which will continue to be counted from the date the Plan originally chosen entered into force. The upgrade will allow, throughout the Term of the Plan, the submission to Ebert’s review of the maximum number of repositories covered under the upgraded Plan. After the upgrade, the Automatic Renewal will be made on the upgraded Plan.
As an Administrator User, You may also chose to downgrade your Plan. Such choice must be made through Your user profile page on Ebert’s system, prior to one day of the expiry of the Term of the Plan. If You downgrade your Plan, the Automatic Renewal will be made on the downgraded Plan, limited to its features.
(b) all credit card and other payment related data that You provide to Caliper are accurate, current and complete and You are responsible for keeping these data updated;
(c) You are responsible for and will pay any and all federal, state and local taxes, levies, imposts, contributions, deductions, charges and other expenses of any kind, and/or penalties, if any, related to or arising from your purchase and/or the payment of the Price, including, without limitation, withholding taxes, income taxes, service taxes, value-added taxes, taxes on currency exchange transactions and/or taxes on credit card transactions. Any and all payments made by You shall be free and clear of and without deduction for any of such taxes, levies, imposts, contributions, deductions, charges or withholdings, and all liabilities with respect thereto.
9. Term, Renewal and Termination
The availability of Ebert’s functionalities reserved to an Administrator User will depend on the monthly payment of the Price set forth under item 8 above, subject to the Automatic Renewal rules described under item 8.
10. Intellectual Property
Caliper is the sole owner of all Ebert’s content and materials related thereto, or any content made available through Ebert, including, but not limited to, texts, graphics, logos, trademarks or any other type of media. Except for the Source Code posted by You for Ebert’s review, all content related to the activities held through Ebert is owned, protected or controlled by Caliper or by third parties, dully licensed to Caliper.
The User acknowledges that all technology applied to Ebert, including but not limited to software, is owned by Caliper or by third parties, which means that Caliper is either the owner or is duly licensed to use such technology. The User shall observe, at all times and in all respect, the intellectual property rights, copyrights, software rights and any other immaterial rights owned by Caliper or owned by third parties and licensed to Caliper.
You will refrain from using any type of reverse engineering, piracy or any other method in an attempt to replicate Ebert, whether for your own use or for offering to third parties. You expressly warrant that You will not provide any services similar to those offered by Ebert.
11. General Terms
Caliper will communicate with User at the e-mail address informed by the User on the Login Data. If the User wishes to contact Caliper, the User shall send an e-mail to the following address: firstname.lastname@example.org.
12. Jurisdiction and Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware other than its conflict of laws principles. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in the state or federal courts located in New Castle County, Delaware, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.