Acceptance. By accepting this Agreement, by using the Site, or, if you are a subscriber to any of our Services, by accessing or using any products or services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement. You further agree that if you register on our Site, use or subscribe to a product or service we offer, all users accessing or using the product or service under your account will be also be bound by this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and you may not use or access any of our services.
Acceptance of Changes to Agreement. We may change this Agreement from time to time without prior notice. The revised terms and conditions will become effective upon posting. You are responsible for reviewing any revised terms and conditions.
Our Services. You agree and acknowledge that we provide a broad range of online services to our customers. These services may include, without limitation, hosted applications, consulting, and support services ("Services”). "Services” include (a) access to specific online applications and tools ("Modules”) (b) the system, tools and services provided to our customers generally when they access or use Modules or an Application Program Interfaces ("API”) or other components of our Services that we have authorized them to use (c) all "Content” made available to our customers via any Module or otherwise provided to them by us, or developed via any authorized API; and (d) any software or other technology we make available to our customers, including, new features added to the Service or that augment the Service. For the avoidance of doubt, Content shall include, without limitation, all software, data, text, images, audio, video, and electronic files of any kind. Customers procure our Services by placing "Orders” (as defined herein) with us.
Orders. As between you and us, an Order is the procurement of a product or service from us by you to be made available via the Network (as defined herein) and under the terms and conditions of this Agreement and additional terms and conditions stipulated in the Order (e.g. price, refund policies, cancellation policies etc.) An Order is deemed accepted once 1) you have submitted all information required for us to fulfil our obligation to you for the product or service, including, without limitation, correct payment information, 2) we have verified to our satisfaction that you can comply with your legal and fiduciary obligations hereof, including without limitation, credit card verification, and 3) we have provided notice of acceptance. To the extent that an Order has terms and conditions that conflict with these Terms and Conditions, Privacy or Acceptable Use Policies, the terms and conditions of the Order shall govern. All Modules (as defined herein) are procured via an Order.
Our Network. Collectively, we refer to all components and infrastructure required to deliver our Services as the "Network”. The Network therefore, includes without limitation, our Site, Services, Modules, Content, delivery and service mechanisms, online infrastructure (e.g. without limitation, hardware and related security technology) and all other materials, documentation, methods, methodologies and know-how used to deliver, manage, fulfill, support, enhance and correct the Services we provide to our customers, including you.
Authorized Use of the Network. Subject to the terms and conditions of this Agreement, you may access and use the Network and any component thereof only as authorized by this Agreement. You expressly agree not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make any component of the Network available to any third party, other than as expressly permitted by this Agreement or without our prior written permission. You further agree not to use the Network or any component thereof to a) process data on behalf of any third party except as set forth in the terms and conditions of an Order; (b) in contravention of this Agreement or c) transmit or transfer, or cause to be transmitted or transferred, any component of the Network to any hardware, infrastructure or other platform other than those provided by us, without our written authorization.
Exclusive Rights. Subject only to the limited right to access and use Services on our Network expressly granted to you under this Agreement, all rights, title and interest in and to the Network and its components will remain with and belong exclusively to us and our licensors and our suppliers. You shall not modify, adapt or hack the Network to falsely imply any sponsorship or association with us or otherwise attempt to gain unauthorized access to the Network, any Service, or any related systems, components or networks.
Technical Support. In conjunction with your purchase of Services, we reserve the right to access any or all of your accounts in order to respond to your requests for technical support, and we shall use commercially reasonable methods to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of your data. Notwithstanding the foregoing, technical support is expressly procured by you by way of an Order, and may not be available for some Modules or available under the terms that you procured the Module. This means that we are not obligated to provide technical support other than as stipulated in an Order.
Data. You agree and understand that the technical processing and transmission of data, including your Content, may be transferred unencrypted and may involve (a) transmissions over various unsecured networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain access to the Site and the services we provide. We will use reasonable efforts to publish on the site or notify you of any planned downtime or scheduled interruption of service.
Data Monitoring. You agree not to engage in any activity that is intended to bypass mechanisms we use to track your activity (or data) or that of another user, including, without limitation, mechanisms used to determine the fees you or others owe to us. You expressly agree and understand that any attempt to do so will constitute a material breach of this Agreement.
Payments: In conjunction with your purchase of Services,the Service is made available in accordance with the terms set forth in an Order for any given Module which, in some cases, may include free trial periods and in other cases, no free trial period.
Plan and Price Changes: In conjunction with your purchase of Services, unless otherwise set forth in an Order, you agree and understand that:
1. if you choose to upgrade your plan during your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to your account. Subsequently, your credit card may automatically be charged the adjusted rate on your next billing cycle subsequent to the pro-rating billing.
2. regardless of your billing cycle, there are no refunds or credits for partial months of service, plan downgrades, or refunds for months unused if you close your account before the end of your subscription period.
3. downgrading your plan level may cause the loss of content, features, or capacity of your account and you agree and understand that we not accept any liability for such loss.
4. prices of all our plans and Services are subject to change at any time with or without notice.
Credit Card Billing, Privacy. You agree and understand that we may elect to use a third-party intermediary to manage credit card processing and this intermediary may not be permitted to store, retain, or use your billing information except to process your credit card information for us. This provision notwithstanding, you agree and understand that we have no control over this intermediary’s policies and practices and will not be held liable (subject to the limitation of liability terms hereof) for any misuse or misappropriation of your credit card information by them, their employees, contractors, agents, partners, or suppliers.
Use of Your Content. You agree and understand that you are not required to provide us with any content or other materials other than information provided to us to fulfill our obligations to you hereunder. All other information provided is at your own voluntary discretion. Should you give us information, including, without limitation, testimonials, product reviews, opinions, articles, etc., you agree and understand that by way of uploading, delivering or otherwise making available to us any such content and/or other materials, you hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual license to use, store, sub-license and exploit this content in any manner we see fit, which may include commercialization of the content with no compensation whatsoever to you. You further agree to indemnify us against any losses or claims if any of the foregoing materials you give us infringes the rights of a third party.
Use of Your Name. By way of these Terms and Conditions, we will have the right to refer to you by your name and without limitation, have the right to any disclosures, quotes or testimonials you give us, whether verbally or in written form. You agree and understand that any and all of the foregoing may become part of our marketing and/or promotional materials without compensation whatsoever to you. By way of these Terms and Conditions, you expressly agree that we can use your name, correspondence or other information transmitted to us for promotional purposes or to improve our offerings; this does not include ordering information such as credit card information or complete addresses. The foregoing notwithstanding, nothing in this Agreement shall prevent us or our Affiliates from making any public or private statements about your business relationship with us. "Affiliate(s)” shall mean (i) any entity controlling, controlled by or under common control with Company and (ii) any joint venture entity or other entity with which Company has entered into a business relationship.
Title & Ownership. As between you and any other user and us, we retain all title and all ownership and intellectual property rights relating to the Network. Title and all ownership and intellectual property rights in and to the Modules or Content accessed through the Network is the property of the applicable content owner and may be protected by law. This Agreement gives neither you nor any other user any rights to content not owned by it, and you agree that you will not distribute or otherwise use any third party content without the express permission of the content owner. Except as expressly provided in this Agreement, all right, title and interest in and to the Network remains with us and our licensors and suppliers.
Links to Third Party Sites. We may post advertisements or other information that link to sites operated by third parties including without limitation, links to sites operated by any of our Affiliates. However, even if the third party is affiliated with us, you agree and understand that we have no control over linked sites. These sites may have separate terms and conditions which you are expected to abide by if you visit them, including, without limitation, privacy, use, and data collection practices. We provide links to these sites to 1) deliver increased value to our visitors, including you, 2) sell products or services, 3) earn referral or advertising revenue, or 4) for other purposes that we believe are beneficial to our user community in general. As such, these linked sites are only for your convenience and therefore you access them at your own risk. In accordance with the limitation of liability provisions hereof, we accept no liability for any claims you may have with respect to any linked site, including without limitation, links to sites operated by our Affiliates.
Copyright. All Content we provide, including, without limitation, videos, text, graphics, downloadable software, instructions, other information, or software code is either 1) our property or 2) property of our licensors, Affiliates, or other third parties whose content we are authorized to use, or who have entered into other written agreements with us to provide services (e.g. without limitation, software, hosting and other licenses). As between you and us, the Content on our Site or in any service we provide, is protected by the copyright laws of the United States, European Union, and other countries. No title or ownership is conveyed to you by us for your use of the Site or for buying products or services sold, advertised, promoted, fulfilled, shipped or delivered by us or by an Affiliate. Notwithstanding the foregoing, you may display, copy, or print Content if necessary for non-commercial use, for placing an order, or for purchasing products or services offered by us or an Affiliate. Any other use of the materials made available to you by way of our Site or any service we offer that you do not own or have authorization to use (e.g. without limitation, authorizations to use, store, distribute, post, resell, etc.), is a violation of these Terms and Conditions and is strictly prohibited. You expressly agree and understand that you cannot use materials protected by copyright unless authorized to do so by the applicable copyright holder. To the extent that materials or content are provided to you by us, whether downloaded, via email or otherwise, you agree not to change, alter, modify, reconstitute, or delete any proprietary notices contained therein.
Our Trademarks. The graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of ours or our Affiliates in the U.S., EU and/or other countries ("Trademarks”). You agree not to use our Trademarks. You further agree that our Trademarks, may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Indemnification.You agree and understand that you shall defend, indemnify and hold us, our officers, directors, employees, agents, licensors, and Affiliates (collectively the "Indemnified Parties") harmless from and against all costs, charges and expenses (including legal fees) arising out of your use of our Network or other materials or services owned or provided by or through us or breach of these Terms and Conditions, including, without limitation, breach of the intellectual property provisions hereof.
WARRANTY DISCLAIMER. YOU AGREE AND UNDERSTAND THAT THE NETWORK, SITE, SERVICE, CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT OUR SITE, PRODUCTS, CONTENT, SERVICE, OR ANY ASPECT OR SUBSET THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SITE, SERVICE OR ANY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY. BECAUSE COMPUTER AND SOFTWARE TECHNOLOGY IS INHERENTLY COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS, YOU ARE ADVISED TO VERIFY YOUR WORK AND MAKE BACKUP COPIES OF ALL DATA MANIPULATED, RENDERED OR MAINTAINED BY THE SITE, SERVICE, OR ANY MODULE OR FEATURE AVAILABLE VIA THE TECHNOLOGY(S) WE PROVIDE TO YOU HEREUNDER. IN NO EVENT WILL WE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, STRICT LIABILITY OR OTHER CAUSE OF ACTION, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE ANY PRODUCT, SERVICE, COMPONENT, FEATURE, FUNCTIONALITY, DATA ELEMENT, DATA, OR ANY UPGRADED OR MODIFIED VERSIONS OF THE FOREGOING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY FOR ALL CLAIMS WHATSOEVER RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY YOU TO US IN THE PRIOR SIX MONTH PERIOD. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Term and Termination of Website Use. In conjunction with your access to and use of the Site,these Terms and Conditions herein are in effect immediately when you access the Site and remain in effect during any registration or other usage activities. We reserve the right to terminate this Agreement with or without notice at any time, for any reason. In such event, you agree and understand that the provisions herein that govern Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification, Notice, Governing Law, Jurisdiction, Severability and Assignment shall survive any termination. You further agree and understand that we will not be liable for any disruption to you in the event that we terminate this Agreement.
Term and Termination of Services. In conjunction with your purchase of Services, the Agreement shall remain in effect until either party terminates the Agreement. If we terminate this Agreement, all Orders will automatically be terminated as well. If you wish to terminate this Agreement, you must do so in accordance with the Cancellation provisions hereof.
(a) Cancellation: In conjunction with your purchase of Services, you are responsible for properly canceling your account. You can cancel the account at any time, except however, there may be specific cancellation restrictions in specific Orders, including cancellation penalties. Upon receipt of a cancellation notice from you, this Agreement will automatically terminate, subject to the survival provisions hereof. Notwithstanding the foregoing, you cannot cancel your account unless and until a) all Orders associated with the account are cancelled b) any material breaches by you are cured, and c) all fees due to us are paid. It is therefore agreed and understood that any mechanism provided in the Service to cancel your account, will automatically cancel all related Orders and you will be charged for any unpaid balances. If you wish only to cancel your use of a particular Order, then you should cancel that Order only, and not the entire account. Notwithstanding the foregoing, we reserve the right to cancel your account or authorize you to cancel your account, if cancellation causes an uncured breach to be remedied. We may terminate this Agreement at any time for any reason.
(b) Actions upon Termination: In conjunction with your purchase of Services, upon termination by you, we will cancel your account with us. You will lose access to all of your content upon cancellation except however, that we may elect to reuse, redeploy or resell any website storefront images, other images or content you have authorized us to use in accordance with the terms and conditions of an Order. We may also – at our option – delete copies of any Module and related Content used by you and in such event, you agree and understand that this information may not be recoverable once deleted; in the event that this information is recoverable, it may be recovered, at our option for you for a mutually agreed upon fee.
(c) Our Rights: We reserve the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any of your content in the Service, for any reason, including, if we believe that you have violated this Agreement. We will use reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. We shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service for any reason.
Notices. At our option, we may deliver notices to you by means of e-mail, a general notice on the Site, or by other reliable methods to the physical mailing address you have provided to us (if applicable). Notices from you to us should be provided via email to email@example.com.
Severability. If we fail to enforce any provision of this Agreement, you agree that such action (or inaction) on our part does not constitute a waiver of any provision or right we may have in contract or law, nor does it invalidate the remaining terms of the Agreement. You further agree that the Agreement is not subject to change through any practice or action on our part, and the extent of the agreement between us is limited to the terms and conditions set forth herein. You expressly acknowledge that this Agreement is a contract between you and us, even though it is electronic and is not physically signed by either of party.
Assignment. You agree and understand that we reserve the right to assign its rights and duties under this Agreement to any third party at any time without notice to you and any such action will not constitute a breach of this Agreement.
Force Majeure. In no event shall we be liable for interruption or delays in transmission or errors or defects in transmission or failure to transmit resulting from causes beyond its’ control, including, without limitation, acts of God or failure of any Internet infrastructure provider, including the organizations that the Parties engage to provide Internet access to the Service or Site.
Headings. The headings used in this Agreement are included for convenience only and will not affect or limit the interpretation of this Agreement.
Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida, U.S.A., without regard to choice of law provisions, and expressly not by the 1980 U.N. Convention on contracts for the international sale of goods. You hereby expressly agree to submit to the exclusive jurisdiction and venue of the federal and state courts located in Broward County, Florida for any legal proceeding directly or indirectly arising out of or relating to this Agreement or any claim against us (including but not limited to the purchase of products or services).
Survival. The provisions pertaining to: Title & Ownership, Disclaimer of Other Warranties, Limitation of Liability, Actions Upon Termination, Relationship, Governing Law and Jurisdiction, Headings, Survival, and Entire Agreement shall survive any expiration or termination of this Agreement for any reason.
Export Compliance. You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
Entire Agreement. This Agreement, including the Exhibits and Addenda hereto, contains the complete agreement and supersedes all prior agreements and understandings between you and us concerning the subject matter hereof. The Parties hereto specifically exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction that may be implemented in connection with this Agreement.
Relationship. The relationship between You and Us shall be that of independent contractors, and neither you nor any of your respective officers, employees, or agents shall be held or construed to be partners, joint venturers, fiduciaries, employees or agents of us or have the ability to bind us contractually. No partnership relationship is created by this Agreement and it is understood that neither Party has any obligation to enter into any further agreements with the other or to purchase or sell goods or services to the other Party.