iSpring Cloud Services Subscription Agreement
ATTENTION: THIS IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY BEFORE USING THIS WEB SITE AND ITS BROADCAST SERVICES ("SERVICES"). YOU HEREBY ASKED TO ACCEPT THESE TERMS AND CONDITIONS OF THIS CONTENT HOSTING AND SERVICE AGREEMENT (THE "AGREEMENT") WHICH WILL GOVERN YOUR PROVISION OF MATERIAL TO ISPRING SOLUTIONS FURTHER DEFINED HEREIN AS “LICENSOR” AND YOUR USE OF THE LICENSOR SERVICES AND PROGRAMS. YOUR SELECTING THE CHECK BOX "I have read the LICENSOR Terms and Conditions and agree to them" WHILE REGISTERING YOUR ISPRING ACCOUNT IS A SYMBOL OF YOUR SIGNATURE AND BY CLICKING ON THIS CHECKBOX, YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ARE BECOMING A PARTY TO THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE AND ACCEPT THE TERMS, YOU HAVE NO RIGHT TO USE THIS WEB SITE AND ITS SERVICES.
1. Acceptance of the Terms
Licensor makes the Internet websites and other domains included within these Internet websites ("Websites"), including all information, graphics, documents, text, products and all other elements of the Websites and all products offered on these Websites and services operated through the Websites, available for your use ("Services"), are subject to the terms and conditions set forth in this Agreement. By entering into this Agreement and accessing and using these Websites, use of Services, downloading any products or uploading any material, or browsing the Websites, you agree to be bound by the following Agreement and all terms and conditions contained and/or referenced herein or any additional terms and conditions set forth on these Websites and all such terms shall be deemed accepted by you. If you do NOT agree to all the terms of this Agreement, you should NOT use these Websites or any Services or programs available through these Websites. If you do NOT agree to any additional specific terms which apply to particular Content (as defined below) or to particular transactions concluded through these Websites, then you should NOT use the part of the Website which contains such Content or through which such transactions may be concluded and you should not use such Content or conclude such transactions. Also, when you use any current or future Services or visit or purchase from any business affiliated with Licensor, whether or not included in the Websites, you may be subject to the guidelines and conditions applicable to such services or business.
You may not access the Services if you are Licensor’s direct competitor, except with Licensor’s prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Licensor reserves the right to make changes or updates with respect to or in the Content of the Website or the format thereof at any time without notice. Licensor reserves the right to terminate or restrict access to the Website for any reason whatsoever at its sole discretion.
You also understand and agree that the Services may include certain communications from Licensor including service announcements, administrative messages, and product updates and that these communications are considered part of your registration, and you will not be able to opt out of receiving them.
3. Warranties and disclaimers
ALL CONTENT, SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEBSITE OR THE CONTENT AND SERVICES. LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS WEBSITE. YOU ACKNOWLEDGE ANY INFORMATION SENT MAY BE INTERCEPTED IN TRANSMISSION OR OTHERWISE. LICENSOR DOES NOT WARRANT THAT THE WEBSITE OR THE SERVERS WHICH MAKE THIS WEBSITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY LICENSOR ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS.
YOU AGREE THAT YOUR ACCESS TO THE LICENSOR WEBSITES, INCLUDING THE SERVICE, AND YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. NEITHER LICENSOR, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY, SUITABILITY OR CONTENT OF THE SERVICE.
The Website may contain references to specific Licensor products and Services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or Services shall be available at any time in any particular country.
4. Limitation of Liability
IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION), UNDER ANY THEORY OF LIABILITY, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS WEBSITE OR THE CONTENT, PRODUCTS, SERVICES, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THIS SITE ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, ANY INFORMATION THAT IS SENT OR RECEVIED, OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE DATA, ANY LOSS OF DATA, LOSS OR DAMAGE TO FILES, LOSS OR DAMAGE TO THE CONTENT, ANY SERVICES AVAILABLE THROUGH THE WEBSITE THAT ARE DELAYED OR INTERRUPTED, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BROUGHT AGAINST LICENSOR PERTAINING TO OR IN CONNECTION WITH THIS WEBSITE MUST BE COMMENCED AND NOTIFIED TO LICENSOR IN WRITING WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE FOR ACTION AROSE.
Some jurisdictions do not allow the exclusion of implied warranties or limitations, therefore the above limitations may not apply to you.
5. Account Terms
In consideration of your use of the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being "Your Data"), and (b) maintain and promptly update Your Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Licensor has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Licensor has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any portion thereof.
You will receive a password and account designations upon completing the registration process. You are solely responsible for maintaining the confidentiality of your account(s) and password(s), and are fully responsible for all activities that occur under your password or user identification. You agree to (a) notify Licensor of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session using the logout button. You may not transfer your account(s) to another person. In cases where you have authorized or registered another individual, including a minor who is at least 13 years old, to use your account(s), you are fully responsible for (i) the online conduct of such user; (ii) acceptance of the terms and conditions of this Agreement by such user; (iii) controlling the user's access to and use of the Services; and (iv) the consequences of any misuse. Licensor cannot and will not be responsible for any loss or damage arising from your failure to comply with this section.
You may create separate user accounts for as many users as your plan allows. User account means a unique account established by you in order to gain access and utilize the Service under your account by your users.
User account may only be used by one person — a single user account shared by multiple people is not permitted.
You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Licensor promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of NonSalesforce.com Applications with which You use Services or Content.
6. Usage Restrictions
You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than you or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, or (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
7. Free Trial
If you register on the Websites for a free trial, Licensor will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by you for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. One person or legal entity may not maintain more than one trial account.
ANY DATA YOU ENTER INTO THE SERVICES, ANY USER MATERIAL (AS DEFINED BELOW) YOU MAKE AVAILABLE ON THE WEBSITE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE FROM LICENSOR A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
8. User License; User Material
By entering into this Agreement and uploading, sending, providing or otherwise making available your material ("User Material") to Licensor you are directing and authorizing Licensor to, and granting Licensor a royalty-free, non-exclusive right (the "License") to, host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms based on the User Material in order to (i) host the User Material on Licensor’s Servers, (ii) index the User Material; (iii) display, perform and distribute the User Material, in whole or in part, in any territory(ies), in connection with Licensor products and Services now existing or services and products hereafter developed. This license gives Licensor the right to display User Material via streaming and/or downloading technologies, and to display User Material for some fee or for no fee to the end user. You hereby represent and warrant that (i) you have all the necessary rights, titles, and/or interests (including all proprietary rights) in User Material to grant such License; (ii) License, as granted and as used in connection with Licensor Website, Services and products, does not and will not violate any intellectual property rights of any third parties; and (iii) that your granting of the License and the use of the User Material as authorized by the License does violate any law (including, without limitation, privacy, export control, obscenity and anti-spam laws), (iv) the License does not violate any agreement or order to which you are a party or by which you or your assets are bound nor require any consent from any person, entity or government authority and (v) the User Materials can be used by you for any business purposes. You further represent and warrant to Licensor the following: (a) you are at least 18 years of age if you are a natural person; (b) all of the information provided by you to Licensor is correct and current (including without limitation information You provide in the Registration Form); (c) the User Material is not, in whole or in part, pornographic or obscene; (d) you hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to your User Material to enter into this Agreement and to grant the rights granted herein; (e) You have the legal right and authority to enter into this Agreement, to perform the acts required of you under the Agreement, and to grant the rights and licenses described in this Agreement.
On occasion, Licensor may ask for your written permission to use User Material, courses, designs and customizations for promotional and/or marketing purposes.
9. Intellectual Property
Copyright, trademark and all other proprietary rights in the Content (including but not limited to software, services, audio, video, text and photographs) rests with Licensor or its licensors. All rights in the Content not expressly granted herein are reserved. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Website, its products or its Services except as expressly authorized herein. Except as otherwise provided, the Content published on this Website may be reproduced or distributed in unmodified form for personal non-commercial use only. Any other use of the Content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of Licensor is strictly prohibited. All copyright and other proprietary notices shall be retained on all reproductions.
Licensor hereby disclaims any rights to trademarks, service marks, trade names, logos, copyright, patents, domain names or other intellectual property interests of third parties. All intellectual property interests of third parties listed above are the properties of their respective owners. Licensor disclaims any proprietary interests in the intellectual property rights other than their own.
10. Unlawful or Prohibited Use
You may not use this Website for any purpose that is unlawful, prohibited by this Agreement, or in any way interferes or attempts to interfere with the proper working of this Website. You may not use this Website in any manner that could damage, disable, overburden, or impair this Website, or that interferes with any third party's use and enjoyment of this Website. You agree that you will not modify or cause to be modified any files that are available on the Website and/or use any third-party software that intercepts, "mines," or otherwise collects information from or through the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Licensor to all users of this Website. You shall not institute, assist, or become involved in an attack upon any Licensor server or otherwise attempt to disrupt the Licensor servers. ANY ATTEMPT BY YOU TO DAMAGE LICENSOR SERVERS OR UNDERMINE THE LEGITIMATE OPERATION OF LICENSOR IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE OR ASSISTANCE FOR SUCH AN ATTACK BE PROVIDED, LICENSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH USER TO THE FULLEST EXTENT PERMITTED BY LAW.
You hereby agree to indemnify and hold harmless Licensor, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of your breach of this Agreement and any third party claims arise from User Materials.
12. Termination; Withdrawal of User Material
Either party may terminate this Agreement immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. Licensor will use commercially reasonable efforts to remove User Material from public display within thirty (30) days from receipt of notice of termination or withdrawal. User can delete their materials without consent by Licensor.
You may discontinue your participation in and access to the Service at any time. The Agreement will continue to apply to all past use of the Service by you, even if you are no longer using them.
No refund will be granted for account termination. You agree that upon termination or discontinuance for any reason, Licensor may delete all information and User Material related to you on the Service and may ban your access to the Licensor websites and use of the Services. Further, you agree that all terminations for cause shall be made in Licensor's sole discretion and that Licensor shall not be liable to you or any third party for any termination of your account or access to the Service.
13. Payment, Refunds, Upgrading and Downgrading Terms
Licensor offers its Service for monthly, quarterly or annual fees (the “Fees”) which you will pay to Licensor by authorized credit card or, if agreed to by Licensor, by another method of payment. The Fees applicable for the Service are available at http://www.ispringsolutions.com and as published within the Service. Licensor reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email to the address you have most recently provided to Licensor).
The Service is billed in advance on a term basis (monthly, quarterly, or yearly). Your authorized credit card will automatically be charged Fees immediately upon upgrading or on the expiration of the initial subscription period, if any, whichever is earlier. For any upgrade or downgrade in Service level, your authorized credit card that you provided will automatically be charged the new rate on your next billing cycle.
Except as otherwise specified herein, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Downgrading your Service level may cause the loss of User Material, features, or capacity of your account. Licensor does not accept any liability for such loss.
If any amount owing by you under this Agreement for the Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized Licensor to charge to your credit card), Licensor may, without limiting other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Services to you until such amounts are paid in full. Licensor will give you at least 7 days’ prior notice that your account is overdue before suspending Services to you.
All disbursements, prices and fees payable to Licensor hereunder are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future, with the sole exception of Licensor’s income taxes, Licensee shall cover all fees and processing expenses for charge backs, frauds, and refunds. Notwithstanding anything to the contrary herein, Licensee shall be solely responsible for any value added taxes collections, payments and related registrations arising in any way out of or relating to this Agreement. If a certificate of exemption or similar document or proceeding is to be made in order to exempt the sale from sales or use tax liability, you will obtain and provide Licensor with such certificate, document or proceeding.
Software made available for downloading from or through this Website licensed subject to the terms of the end use license agreement, if and as applicable. Both the Software and any accompanying documentation made available through this Website is the copyrighted work of Licensor. Except as set forth in the applicable end user license agreement, the software is made available for use by end users only and any further copying, reproduction or redistribution of the software is expressly prohibited. You must agree to the terms of the applicable end user license agreement to download or order products or Services from this Website.
You may not use, copy, republish, frame, emulate, clone, download, transmit, rent, lease, loan, sell, assign, modify, distribute, license, sublicense, decompile, disassemble, create a derivative work otherwise reverse engineer, or transfer the licensed program, or any subset of the Website, its products or Services, except as expressly authorized herein or in the applicable end user license agreement. Any such unauthorized use shall result in immediate and automatic termination of this license and may result in criminal and/or civil prosecution.
WARRANTIES, IF ANY, WITH RESPECT TO SUCH SOFTWARE SHALL ONLY APPLY AS EXPRESSLY SET FORTH IN THE APPLICABLE END USER LICENSE AGREEMENT. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL FURTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE.
Without limiting the foregoing, Licensor makes no warranty that: the services and products will meet your requirements; the services and products will be uninterrupted, timely, secure, or error-free; the results that may be obtained from the use of the services or materials will be effective, accurate, or reliable; the quality of any services or products purchased or accessible by you through the site will meet your expectations; any errors in the software obtained from or used through the site, or any defects in the site, its services or products, will be corrected.
You grant Licensor a worldwide, limited term license to host, copy, transmit and display Your Data as necessary for Licensor to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, Licensor acquires no right, title or interest from you or your licensors under this Agreement in or to Your Data.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Licensor Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
17. Protection of Your Data
Licensor will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Security Whitepaper published on the Website at http://www.ispringsolutions.com/overview-of-security-processes.html. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Licensor personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 18 below, or (c) as You expressly permit in writing.
18. Disclosure Legally Compelled or Required
In the event that the receiving party or any of its representatives becomes legally compelled, required or requested by an applicable court or regulatory agency to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt written notice, unless providing such notice would violate applicable law or regulation, so that the disclosing party may seek a protective order or other appropriate remedy. If the disclosing party seeks such an order, the receiving party will provide such cooperation as the disclosing party reasonably requests and/or waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, if a party is required by applicable securities laws, rules or regulations or stock exchange requirements to disclose or describe Confidential Information, it will use reasonable efforts to notify the disclosing party before complying with such laws, rules and regulations. The receiving party agrees to furnish, disclose or describe only that portion of the Confidential Information which is legally required (in the opinion of its counsel).
19. Modifications to the Service
Licensor reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Licensor websites, Licensor channels or the Services (or any part thereof) with or without notice. You agree that Licensor will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
This Agreement, the License, rights and obligations provided hereunder may not be assigned, in whole or in part, without the prior written consent of Licensor. Any attempt of assignment without such consent shall be null and void and of no force and effect.
The Parties shall work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters. In addition, neither Party shall issue such publicity and general marketing communications concerning their relationship without the prior written consent of the other Party (not to be unreasonably withheld or delayed) and neither Party shall disclose the terms of this Agreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as required by law), provided that, Licensor will have the right to identify you as a commercial licensee on Licensor’s website and general marketing communications.
23. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its principles of conflict of laws. You agree to the exclusive jurisdiction of the courts of the Commonwealth of Virginia for any claim or cause of action arising out of, or relating to or in connection with this Agreement or this Website, provided that such exclusivity does not apply to legal actions initiated or brought by Licensor.
Licensor does not bear any responsibility nor assumes any risks if by any reason a product or a service made available on this Website breaches national law of any state. Those who access this Website do so on their own initiative and are responsible for compliance with their national laws.