The Platform is being made available for use by us (name) to you on the condition that you agree to these terms and conditions (the “Agreement”). “Subscriber,” or “you” refers to the person accessing or using the Platform. Violation of any of the terms below will result in the termination of this Agreement and your access to the Platform.
BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE PLATFORM.
The Platform (describe platform)
(name) reserves the right to add, modify or discontinue any product or service made available through the (name) Platform. (name) may change the terms of this Agreement at its sole discretion. If we change the terms, then we will make a new copy of the Agreement available here. Platform is subject to the most current version of the Agreement at the time of such use.
1. Certain Definitions
“Applicable Laws” means national, federal, state, and local laws, rules, and regulations including, without limitation, those laws and regulations relating to data privacy and security in each applicable jurisdiction.
“Application” means those software applications which: (i) are developed, stored, accessed, and/or supported by you using the (name) Platform; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) are not commercial alternatives for, or competitive in the marketplace with the (name) Platform or Software, any components of the (name) Platform or Software, or any other (name) products or services.
“Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally.
“Content” means all data and content, such as data files, written text, keys, computer software, music, audio files or other sounds, photographs, videos or other images that are uploaded to or that is processed using the (name) Platform, including those used in the development of your Application.
"Documentation" means any accompanying documentation made available to you (electronically or otherwise) by (name) for use with the (name) Platform, expressly excluding any user blogs, reviews, or forums.
“Intellectual Property” or “Intellectual Property Rights” means all inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know-how, copyrights, and other industrial or intangible property rights of a similar nature; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions, and renewals of any such grant, registration, and/or right.
“Software” means (i) any (name) proprietary software products, code, files, or other software made available to you through the (name) Platform in accordance with your Subscription, together with any fixes, updates, and upgrades provided to you.
“Subscription” means your subscription to the (name) Platform pursuant to the terms of this Agreement. Subscription is further limited to the specific level of service to which you have subscribed.
The words "include" and "including" mean "including but not limited to."
2. Term and Termination
You must maintain an active Subscription for each Account to continue using the (name) Platform. This Agreement and the License granted hereunder may be renewed for successive Subscription periods pursuant to the applicable Subscription purchased, until terminated in accordance with this Section. If you do not maintain an active Subscription, this Agreement, including any Additional Terms and the Licenses granted hereunder will terminate.
If you have obtained a free Subscription, (name) reserves the right at any time to modify or discontinue, temporarily or permanently, such free Subscription and your access to the (name) Platform thereunder with or without notice. Unless modified or discontinued by (name) in its sole discretion, your free Subscription shall continue until you cancel or upgrade to a paid Subscription for any of the (name) Products.
If you have obtained a paid Subscription, payment is non-refundable, even if you / your Licensed Developers stop using the (name) Platform. If you upgrade your Subscription, the upgrade will take effect immediately, you will be charged and must pay the applicable fee, and the term of your Subscription period may be extended, as described at the time you upgrade. You generally may not downgrade a Subscription and there is no automated mechanism available to you by which to downgrade. Downgrades require (name)’s approval and assistance and will result in the loss of your Content If you downgrade your Subscription, unless otherwise specified, the downgrade will take effect at the end of the term of your existing Subscription period.
3. Automatic Renewal of Paid Subscription.
YOUR PAID SUBSCRIPTION WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE (name) (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO THE PREVIOUS SUBSCRIPTION PERIOD. Subscription fees and features may change over time. Your Subscription will be renewed at the level (name), in its sole discretion, identifies as being closest to your previous Subscription.
Promotional and Trial Offers. (name) may offer trial or promotional Subscriptions (”Promotional Subscriptions”) for (name) Products. Unless otherwise specified, a Promotional Subscription will remain active only for as long as you maintain an active, paid Subscription to the (name) Product, or other software or service which formed the basis of your eligibility for the Promotional Subscription. (name) reserves the right at any time to modify or discontinue, temporarily or permanently, any Promotional Subscription and your access to the (name) Product thereunder with or without notice.
Unless otherwise prohibited by law, (name) shall have the right to terminate this Agreement and the Licenses granted hereunder immediately if: (i) you breach any of the terms of this Agreement, (ii) if (name)’s relationship with a third-party vendor or hosting partner who provides software, services, or other technology that (name) uses to provide the (name) Platform expires, terminates or requires (name) to change the way in which such software, services, or other technology is provided as part of the (name) Platform, (iii) if (name) believes providing the (name) Platform could create a substantial economic or technical burden or material security risk for (name), (iv) in order to comply with the law or requests of governmental entities, or (v) if (name) determines your use of, or (name)’s provision of, the (name) Platform has become impractical or unfeasible for any legal or regulatory reason.
Unless otherwise specified, upon cancellation, suspension or termination, all Licenses granted to you hereunder shall terminate automatically, your right to use the (name) Platform shall cease.
4. Use of Information.
(name) Platform uses the information we collect from you to personalize your experience, improve our Platform and services, improve customer service, to administer promotion, survey or other site features and to send periodic emails. The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions. If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.
(name) Platform may also use information (i) to comply with Applicable Laws or respond to lawful requests or legal process, (ii) protect the rights or property of (name) or our customers, including the enforcement of (name)’s agreements or policies governing the use of the (name) Platform. Personal data collected or otherwise processed by (name) in the performance of services related to the (name) Platform may be transferred to, and stored and processed in, the United States or any other country in which (name) or its affiliates or service providers maintain facilities.(name) Platform also uses tools to deliver certain features related to the (name) Platform, identify trends and bugs, collect activation information, usage statistics and track other data related to your use of the (name) Platform.
5. Protection of your information.
A variety of security measures are implemented to maintain the safety of your personal information when you enter, submit, or access your personal information. We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology( verify this) and then encrypted into our database to be only accessed by those authorized to our systems, and are required to keep the information confidential. After a transaction, any private financial information will not be stored on our servers.(verify)
Cookies are small files that a site or its service provider transfers to your computers hard drive through your web browser (if you allow) that enable the sites' or service providers' systems to recognize your browser and capture and remember certain information. Cookies are used to understand and save your preferences for future visits and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future.
Confidential Information will not be disclosed without the other's prior consent, except for the purpose of performing its obligations under this Agreement or if required by law, regulation, or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
8. Use of Third-Party Vendors and Transmission of Data.
(name) Platform may use third-party vendors and hosting partners to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the (name) Platform, and such third parties may be granted access to your Content in connection with providing such services to (name). You agree that you shall have no rights against such third parties in connection with the (name) Platform. In addition, you understand that the technical processing and transmission of the (name) Platform, including your Content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
To the extent permitted by Applicable Law, you will indemnify, hold harmless, and defend (name)Platform and its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, lawsuits, and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages, settlements, penalties, fines, and other liabilities resulting from such Claims, that arise or result from: (i) your breach of this Agreement; (ii) your violations of Applicable Laws or obligations of privacy to any third party; (iii) any representations and warranties made by you concerning any aspect of the (name) Platform to any third party; and/or (v) any claims with respect to acts or omissions of any third party in connection with the (name) Platform.
10. Modifications to Terms of This Agreement and Other Policies. (name) Platform may modify the terms of this Agreement, including any Additional Terms or any other terms that apply to the (name) Platform or (name) Products. If you do not agree to the modified terms or changes to other policies, you should discontinue your use of the (name) Platform, which termination is your sole and exclusive remedy.
11. Limitation of Liability.
To the maximum extent permitted by applicable law, in no event will (name ) Platform be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the (name) Platform, or otherwise aring under the terms of this agreement, including, without limitation, damages for the loss of goodwill, work stoppage, computer failure, or malfunctions, or any and all their commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory upon which the claim is based. In any case, (name) Platform’s entire liability under any provision of the terms of this agreement, including any additional terms, shall not exceed, in the aggregate, the sum of the fees paid by you to (name) over the preceding twelve month period under this agreement, notwithstanding any failure of essential purpose of any limited remedy. (name) is not responsible for any liability arising out of applications or data provided by you, your affiliates, or a third party that is accessed through the (name) platform. The parties acknowledge and agree that the limitations and exclusions of liability in this section are reasonable.
12. Links to Third-Party Sites.
The (name) Platform may include links to third-party sites. (name) does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. (name) is not responsible for any form of transmission received from any linked site. you acknowledge and agree that (name) is not liable for any loss or damage which may be incurred by you as a result of the availability of third-party vendor resources or external sites.
13. Intellectual Property.
All title and ownership rights in and to the (name) Platform, which includes the Software, and all Intellectual Property rights therein, and any trademarks or service marks of (name) that are used in connection with the (name) Platform are and shall at all times remain exclusively owned by (name) and its affiliates and licensors. Licensee shall not (and shall ensure that Third Parties do not) challenge, or assist any person or entity in challenging, (name)’s right, title, and interest in the (name) Intellectual Property. Any open source software that may be delivered by (name) embedded in or in association with (name) Products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.