Date Last Updated: August 1, 2021
1. Account Registration
1.1 Account Registration and Use License
As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
Upon registration for a User Account, you will provide Us with a user ID and password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Us of any suspected or actual unauthorized use of your User Account. You agree that We will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
2. Fees; Termination
Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees will be set forth on the Order Form on the Site or Service where you have initially signed up for or otherwise ordered new or different features of the Service, or otherwise published on the Site or Service. We reserve the right to revise Our Fees by providing at least 30 days’ advance notice to you.
2.3 Refunds, Upgrading, and Downgrading
Refunds are processed according to Our Refund Policy. Any changes in your Service usage that result in any new, increase or decrease in Fees as specified on the Order Form or in Our current pricing policy available in the Service or on the Site, will start a new billing cycle at the moment the change is made and you will be billed at that time. Where there is an increase in fees, any unused credits from the current billing cycle will be added to the new billing cycle amount There will be no refunds or prorating for downgrades during a billing cycle. Downgrading your Service may cause the loss of features or capacity of your User Account. We do not accept any liability for such loss.
2.4 Cancellation and Termination by You
2.5 Termination and Suspension
2.6 Effect of Termination
2.8 Free Trials
If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service, subject to availability and any applicable Additional Terms, for the trial period expressly stated at the time you signed up for the trial period use of the Service (“Free Trial Period”). NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee (if any), unless you subsequently upgrade to a paid version of the Service. IN SOME INSTANCES, AS SET FORTH IN ANY APPLICABLE ADDITIONAL TERMS, YOU MAY BE AUTOMATICALLY UPGRADED TO A PAID VERSION OF THE SERVICE AT THE END OF YOUR FREE TRIAL PERIOD, IN WHICH CASE WE OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BEGIN CHARGING THE PAYMENT CARD YOU HAVE PROVIDED AUTOMATICALLY FOR THE INITIAL SUBSCRIPTION FEE AND FOR EACH APPLICABLE FEE AT THE INTERVAL (E.G., MONTHLY) INDICATED ON THE ORDER FORM OR IN OTHER APPLICABLE ADDITIONAL TERMS; IN SUCH AN INSTANCE, IN ORDER TO PREVENT YOUR FREE TRIAL PERIOD FROM TRANSITIONING TO A PAID VERSION OF THE SERVICE OR BEING CHARGED FOR THE PAID VERSION OF THE SERVICE ON A RECURRING BASIS, YOU MUST CANCEL YOUR USER ACCOUNT PRIOR TO THE END OF YOUR FREE TRIAL PERIOD AS SET FORTH IN SECTION 2.4 ABOVE.
3. Your Obligations; Agency Representation
You agree to provide Us with all information We reasonably request that is reasonably necessary to provide the Service. You acknowledge and agree that you may elect to provide Us with access to Third-Party Services accounts or information owned or controlled by you and that certain aspects of the Service may be unavailable if you do not provide such access.
4. Rights and Restrictions
4.1 Proprietary Rights
As between Us and you, you own all right, title and interest to User Data. As between you and Us, We or Our licensors own all right, title and interest to the Service, Content, Documentation, Resultant Data (defined below) and other of Our Confidential Information, and all Intellectual Property Rights in and to the foregoing. Except for the limited rights expressly granted to you hereunder, We reserve all rights, title and interest in and to the Service, Content, and Documentation, including all related Intellectual Property Rights. You hereby grant Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into Our services any Customer Input. We will have no obligation to make Customer Input an Improvement or otherwise use Customer Input. You will have no obligation to provide Customer Input.
You shall only use the Service, Content, and Documentation in accordance with the rights granted to you in Section 1.1 and the other limitations on your use herein. Without limiting the foregoing, you shall not (1) modify, copy, or create derivative works based on, the Service, Content, or Documentation; (2) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service, Content, or Documentation available to any third party other than to Authorized Parties as permitted herein; (3) reverse engineer or decompile any portion of the Service, Content, or Documentation, including but not limited to, any software utilized by Us in the provision of the Service, Content, and Documentation, except to the extent required by Law; (4) access the Service, Content, or Documentation in order to build any commercially available product or service; or (5) copy any features, functions, integrations, interfaces or graphics of the Service, Content, or Documentation. Notwithstanding Section 4.2.5, you may make a reasonable number of copies of the Documentation for internal business purposes only.
4.3 Third-Party Services
The Service may contain features designed to interoperate with Third-Party Services. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to Us.
6. Protection and Security of User Data
6.2 Unauthorized Disclosure
If you or We become aware of a Security Breach, each must reasonably promptly notify the other, unless legally prohibited from doing so. You shall reasonably assist Us in mitigating any potential damage arising out of a Security Breach. Unless prohibited by Law, you shall not make any public notices, filings, or press releases, or provide notifications to any individuals, governmental authority or any third party about a Security Breach without Our prior written consent.
8.1 Our Indemnity Obligations
8.2 Your Indemnity Obligations
8.3 Indemnification Procedure
The indemnitee shall: (1) promptly give written notice of the third party claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (2) give the indemnitor sole control of the defense and settlement of the third party claim (although indemnitor may not settle any third party claim unless it unconditionally releases indemnitee of all liability); and (3) provide to the indemnitor, at the indemnitor’s cost, all reasonable assistance.
9. Limitation of Liability
9.1 GENERAL CAP
9.2 EXCLUSION OF DAMAGES
EXCEPT FOR DAMAGES CAUSED BY FRAUD, IN NO EVENT WILL WE OR OUR AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. YOUR PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED OUR LOST PROFITS.
11. General Provisions
11.1 Relationship of the Parties
11.3 Waiver and Cumulative Remedies
11.4 Force Majeure
You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. We may freely assign or otherwise transfer any of Our rights or obligations hereunder.
11.6 Governing Law; Waiver of Jury Trial
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, you shall not make the Service available to any person or entity that: (1) is located in a country that is subject to a U.S. government embargo; (2) is listed on any U.S. government list of prohibited or restricted parties; or (3) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
11.8 Federal Government End Use Provisions (if applicable)
11.10 Customer Identification
We may use your business name and logo in lists of customers, on earnings calls and releases, marketing materials and on Our website. You must obtain Our prior written consent to use Our name and logo in any manner. If We provide you consent to do so, We may revoke such consent at any time.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Authorized Parties” means your employees, agents and contractors and third party providers who are authorized by you to access the Service.
“Content” means content, data, and information made available to you on the Service by Us, excluding any Third-Party Services or content, data, and information made available by such Third-Party Services.
“Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by you and/or Authorized Parties relating to the operation or functionality of the Service.
“Documentation” means the documentation regarding the features and functionality of the Service made available on the Service, which may be updated by Us from time to time.
“Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service, Content, and Documentation, as developed by Us and made generally available for production use without a separate charge to customers.
“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party.
“Loss” means reasonable attorneys’ fees and any damages or costs finally awarded or entered into in settlement of a Claim.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
“Order Form” means the ordering documents including those available on the Site or the Service, such as an order form or an IO, under which you subscribe to the Service or other services.
“Security Breach” means any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, User Data; provided that an incidental disclosure of User Data to an Authorized Party or Us, or incidental access to User Data by an Authorized Party or Us, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law.
“Service” means Our software-as-a-service applications and Improvements as described herein and in the Additional Terms and/or Documentation and subscribed to under an Order Form. “Service” excludes Third-Party Services.
“Third-Party Service” means a web-based or other software application functionality that interoperates with the Service, that is provided by you or a third party.
“User Data” means electronic data or information (i) submitted to the Service by or on behalf of you or Authorized Parties or (ii) submitted or made available by or on behalf of you or Authorized Parties to Us through Third-Party Services. “User Data” excludes Resultant Data.