Alpheid terms of service
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT, YOU DECLARE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY THAT MAY BE APPLICABLE TO YOU.
We will not knowingly accept this Agreement from anyone under the age of sixteen (16) years, or who lacks the capacity to understand these Terms.
1. REGISTRATION AND ACCOUNT
To use the Services, you must register and create an online account, which will be used to manage your use of the Services hereunder (the “Account”). All information required during the Account set-up process must be provided, and be complete, true, current and accurate in all respects (the “Profile information”). If you provide Profile information that is inaccurate or not current, or we have reasonable grounds to suspect that such information is inaccurate or not current, we have the right to suspend or terminate your Account and refuse current or future use of the Services.
Your subscription to the Services will commence on the date we electronically confirm your order of the Services pursuant to this Agreement (the “Effective date”) and will continue yearto-year unless and until we or you cancel your subscription or we terminate it in accordance with these Terms. If your subscription started with a free trial, the Effective date is a date when the paying portion of subscription begins.
We may offer different subscription plans, including special promotional plans with differing conditions and limitations (the “Subscription plan”). Any materially different terms from those described in these Terms will be disclosed during Account set-up process or in other communications made available to you. You can find specific details regarding your Subscription plan by accessing your Account. We reserve the right to modify, terminate or otherwise amend our offered Subscription plans.
2. FEES AND BILLING
In order to use the Services you must pay annual subscription fee set forth on an order form in your Account (“Fees”). To pay the Fees you must have internet access and provide us with a current, valid, accepted method of payment (e.g. credit card, the "Payment Method"). We will bill the Fees to your Payment Method automatically at the start of the annual period (the “Billing date”). You must cancel your subscription at least 30 days before it renews in order to avoid billing of the next year’s Fees to your Payment Method.
If you upgrade to a higher-level Subscription plan during the Subscription period (defined below), you will have immediate access to those higher level features. We will issue the invoice with the difference between your original subscription Fees and the cost of the upgrade and you agree to pay such difference. If you downgrade to a lower-level Subscription plan during the Subscription period, you will receive a credit to your Account representing the difference between your original and your downgraded Fees. Changes to Subscription plan may result in changesto Billing date. No credits or refunds will be issued for downgrading from a paid subscription to a Free Account (cancelling).
Payment method can be updated from within your Account, and may only be changed by you. We will automatically charge the credit card on file; should the Payment method be changed, the new credit card will be charged. We will not change your Payment method for you, under any circumstances, and will not be held responsible if an unauthorized party accesses your Account or changes your Payment method. By entering your credit card number you agree that our Third party (as defined below) service providers may store your Payment method information. We do not see or store full credit card numbers at any time. Unless stated otherwise in this Agreement, all billed Fees are non-refundable. You agree that you may not be refunded or credited for partial-year period, or for periods in which your Account remains open but you do not use the Services.
Unless otherwise stated, all Fees are quoted in the currency specified in your Account under______. Sales tax, use tax, VAT, GST, and any other applicable taxes that are mandatory in the country or region that your company is registered, or doing business in, or that is otherwise required to you by any authorities wherever, are your sole responsibility, and you hereby acknowledge and agree that the Fees are exclusive of all such taxes.
You agree to reimburse us, where applicable, for all collection costs and interest for any overdue amounts. If for any reason we cannot charge your Payment method (for example your credit card expires and you do not update your payment card information or you cancel your subscription), you authorize us to suspend your Account until you update it with a valid Payment method. After an Account suspension, you agree that we may re-attempt payment processing upon receiving updated billing details. We reserve the right to terminate your Account in the event of your failure to update your Payment method within (30) days after the payment of Fees is due./p>
YOU AGREE AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM SUCH SUSPENSION OR TERMINATION OF ACCOUNT OR YOUR ACCESS TO THE SERVICE, WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. FREE TRIAL
Your subscription might start with a free trial. The free trial period of your subscription commences when you create a free account (the “Free Account”) and lasts for 14 days, or as otherwise specified during Account set-up process. We reserves the right, in our absolute discretion, to determine your free trial eligibility.
If you begin your subscription with a free trial, we will begin billing your Payment Method for Fees at the end of the free trial period of your subscription unless you cancel prior to the end of the free trial period. You will not receive a notice from us that your free trial period has ended or that the paying portion of your subscription has begun. You may cancel at any time by going to your Account settings. You are bound by terms and conditions of these Terms, as applicable, during a free trial period.
4. TERM, CANCELLATION AND TERMINATION
This Agreement and the Services will commence upon the Effective date and, unless earlier cancelled by you or terminated by us, will remain effective for 12 months (the “Subscription period”). Upon the expiration of the Subscription period, this Agreement and the Service will automatically renew for successive 12 month Subscription period, unless either party provides the other party with at least 30 days prior written notice of its decision not to renew, before the expiration of the then current Subscription period (the “Cancellation”, see also paragraph below). This automatic renewal of the Agreement and the Services will be for the same Subscription plan purchased for the then current Subscription period. We shall invoice you the Fees for the new Subscription period based on the payment and billing terms valid at the time of the new Billing date. We shall notify you in writing prior to renewal of the subscription, should the Fees increase.
You may cancel your subscription at any time during Subscription period, either from within your Account or by sending an email to [insert email address] from the email address affiliated with your Account (the “Cancellation”). Following Cancellation, you will continue to have access to the Services throughout the end of your Subscription period. At the end of your Subscription period, your subscription will automatically cancel and your Account will be suspended in accordance with the terms of these Terms. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-YEAR SUBSCRIPTIONS.
We may terminate this Agreement, terminate or suspend your Account or access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Notwithstanding any other terms contained in this Agreement, if we terminate access to the Services or your Account for any reason other than the breach of these Terms, then your sole remedy shall be a refund or credit for any prepaid amount related to any termination.
Upon Cancellation of Services your Account will be deleted within 12 months from the end of the last Subscription period, unless you re-subscribe before the end of the 12 month period, or make other arrangements with us to retain your Account and its affiliated Profile information. In case of termination of the Services, Account and/or this Agreement by us, your Account will be deleted within 3 (three) business days after the termination of either. Account deletion permanently removes [all pages, popups, sticky bars, Content, and leads], as well as your email address and other Profile information. X is not responsible for any loss of Content as a result of Account deletion.
All provisions of the Terms which by their nature should survive termination shall survive termination or expiry of this Agreement and shall continue in full force and effect, including, without limitation, proprietary rights and Third party services provisions, warranty disclaimers, governing law and forum, indemnity and limitations of liability.
You grant us a non-exclusive license to use the Content you upload in order to provide the Services to you, including, but not limited to, troubleshooting and publishing your pages. This use may include, without limitation, the right to host, index, cache, store, or otherwise format your Content. You further agree that X may modify, add, and delete any Content added to the Services without liability, and at our sole discretion. Reasons for Content modification or deletion shall include, but are not limited to: malicious or damaging software or corrupted code within the Content, violations of intellectual property law, and for troubleshooting purposes.
X may request access to your Content to use for marketing purposes without any compensation to you provided we obtain your prior written permission.
6. AGGREGATE DATA
You agree that we may gather, use and publish anonymous data that does not contain personal data and which has been manipulated, combined and expressed in summary form to provide generalized, anonymous information (the “Aggregate data”), that is based on your, your visitors’, and your customers’ use of the Services.
You agree that we may oversee your behavior (including but not limited to how the Services are being used and the Content added to Accounts), examine the traffic to specific pages, including the pages you created using the Services, the functioning of the Services, and conduct other investigatory processes as needed, either via software or electronically (“Monitor”). In certain instances, we might disclose such information to satisfy our legal obligations, protect our interests or interests of our customers, or operate or improve the Services.
8. PROPRIETARY RIGHTS
You acknowledge and agree that the Services, any Aggregated data based on Content on the Services, and anything provided by or through us, our affiliates, subsidiaries, employees, agents, licensors, or other commercial partners including, but not limited to, software, informational text, documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted, as well as all derivative works thereof, contain proprietary and confidential information of X, our Third party providers or our licensors that is protected by applicable intellectual property and other laws (“Proprietary rights”).
Except as expressly permitted by applicable law or authorized by us or applicable Third party providers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Proprietary rights, in whole or in part.
X grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive right and license to access and use the Services; provided that you do not (and do not allow any Third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services, except where permitted by law. You agree not to access the Services by any means other than through the interfaces that are provided by us. You may not use or display Alpheid trademarks in any manner without our prior written permission. Any Third party trademarks or service marks displayed on the Services are the property of their respective owners.
9. THIRD PARTY SERVICES
10. DISCLAIMER OF WARRANTIES AND LIABILITY
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, (vi) THAT ANY SOFTWARE, HARDWARE, OR CONTENT IS COMPATIBLE WITH THE SERVICES, OR (vii) THAT THE SERVICES, ITS CONTENT, PRODUCTS AND THE SERVERS ON WHICH THE SERVICES, PRODUCTS AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. WE MAKE NO GUARANTEE REGARDING THE NUMBER OF VISITORS, VIEWS, OR CONVERSIONS ON ANY OF YOUR PAGES, POPUPS, OR STICKY BARS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. INFORMATION, PRODUCTS AND/OR CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THE SERVICES OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY US AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WITH REGARD TO THE SERVICES, IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND THIRD PARTIES PROVIDING INFORMATION FOR THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS PARAGRAPH SHALL ALSO APPLY TO (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. YOU ARE NOT ENTITLED TO COMPENSATION, REFUNDS, CREDITS, DAMAGES OR ANY FORM OF RELIEF SHOULD THE SITE OR SERVICES NOT MEET YOUR EXPECTATIONS.
TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS AT YOUR EXPENSE, FROM ANY AND ALL THIRDPARTY CLAIMS, ACTIONS, PROCEEDINGS, AND SUITS BROUGHT AGAINST US OR ANY OF OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS, AND ALL RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING, REASONABLE ATTORNEYS' FEES AND OTHER LITIGATION EXPENSES) INCURRED BY US OR ANY OF OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS, ARISING OUT OF OR RELATING TO (I) YOUR BREACH OR ALLEGED BREACH OF ANY TERM OR CONDITION OF THESE TERMS, (II) YOUR USE, NON-USE OR MISUSE OF THE SERVICES, (III) YOUR VIOLATIONS OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH THE SERVICES, (IV) ANY REPRESENTATIONS AND WARRANTIES MADE BY YOU CONCERNING ANY ASPECT OF THE SERVICES TO ANY THIRD PARTY; (V) ANY CLAIMS MADE BY OR ON BEHALF OF ANY THIRD PARTY PERTAINING DIRECTLY OR INDIRECTLY TO YOUR USE OF THE SERVICES; (VI) VIOLATIONS OF YOUR OBLIGATIONS OF PRIVACY TO ANY THIRD PARTY; AND (VII) ANY CLAIMS WITH RESPECT TO ACTS OR OMISSIONS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES. WE WILL PROVIDE YOU WITH A WRITTEN NOTICE (AN EMAIL SHALL SUFFICE) OF ANY CLAIM, SUIT OR ACTION FROM WHICH YOU MUST INDEMNIFY US. YOU WILL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.
12. FORCE MAJEURE
If the performance of this Agreement or any obligations hereunder (other than an obligation for the payment of Fees) is prevented, restricted or interfered with by reason of earthquake, fire, flood or other casualty or due to strikes, riot, storms, explosions, acts of God, war, terrorism, or a similar occurrence or condition beyond the reasonable control of the either party, the party so affected shall, upon giving prompt notice to the other party, be excused from such performance during such prevention, restriction or interference, and any failure or delay resulting therefrom shall not be considered a breach of this Agreement.
13. GOVERNING LAW AND FORUM
Any action related to the Terms, the Services, and your relationship with us shall be governed by, and construed and interpreted in accordance with, the laws of the Republic of Slovenia without regard to its conflict of laws principles.
Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the competent courts of the Republic of Slovenia located in Ljubljana although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country, state or province (as applicable) of residence or any other relevant country, country state or provinces (as applicable). You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
14. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
15. CHANGES TO TERMS AND SERVICES
We reserve the right at any time to modify, suspend, or discontinue providing the Services, in whole or in part. In the event the we anticipate that any such action will significantly affect your use of the Services in a negative way, we will endeavor to provide you with advance notice by posting relevant information on our websites or _______. If we suspend or discontinues the Services, you may be refunded any prepaid Fees related to such suspension or discontinuation and this shall be your sole remedy thereof.
If you have any questions regarding these Terms or use of our Services, you may contact us at [contact details to be inserted]