Terms and Conditions (“Terms”)
Last updated: October 27, 2016
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or whoGloo, Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting whoGloo, Inc. customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide whoGloo, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize whoGloo, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, whoGloo, Inc. will contact you and prompt you to update you credit card details so that we can successfully charge for your subscription. If this is not possible any active subscriptions will be paused and subsequently terminated within 14 days.
whoGloo, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by whoGloo, Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, whoGloo, Inc. reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
whoGloo, Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
whoGloo, Inc. will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Certain refund requests for Subscriptions may be considered by whoGloo, Inc. on a case-by-case basis and granted in sole discretion of whoGloo, Inc..
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content on our public websites, blogs and forums you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service.
You shall not, and shall not allow any third party to introduce any content that contains any viruses, worms or other malicious computer programming codes able to damage the Software or Service. You agree that any use of the Service contrary to or in violation of your representations and warranties in this paragraph constitutes improper and unauthorized use of the Service.
whoGloo, Inc. has the right but not the obligation to monitor and edit all Content provided by users on our public websites, blogs and forums.
In addition, Content found on or through this Service are the property of whoGloo, Inc. or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
You shall not (i) permit any party to access and/or use the Service, other than the users authorized under this Agreement; (ii) rent, lease, loan, or sell access to the Service; (iii) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service; (iv) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the proprietary software program(s) and any modified, updated, or enhanced versions of such programs Provider employs to provide the Service to you under this Agreement (the “Software”); (v) without our express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; or (vi) perform or publish any performance or benchmark tests or analyses relating to the Service or the Software or the use thereof.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to email@example.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.
DMCA Notice and Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at firstname.lastname@example.org.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of whoGloo, Inc. and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of whoGloo, Inc..
Your shall not copy, alter, modify, reproduce, reverse assemble or reverse compile the any of the Software, any component or module of the Service, any Online Documentation or any part thereof or any related materials or permit any other person to do so, either during the Term of this Agreement or after termination
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by whoGloo, Inc..
whoGloo, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that whoGloo, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Hosting Service Level
Scheduled Maintenance – we in conjunction with our Infrastructure Partner, reserve the right to make unavailable the servers and environment containing the Service in order to conduct scheduled maintenance, Software updates, etc. Known maintenance times are as follows:
- Nightly backups and server maintenance. This will occur nightly from 11:00 PM – 2:00 AM EST, depending on the data center location. During these hours the Service may not be available.
- Patch Releases – we may periodically implement a patch release of the Software. This will automatically be loaded during the scheduled maintenance period, and release notes will be available on our website. Under certain circumstances, we may have to fix or change data, and update your database to resolve a known problem. We will make reasonable efforts to ensure that such data changes do not inadvertently corrupt or destroy data.
- Full Release – we will occasionally schedule downtime for loading and activating full releases, until such time that full releases can be loaded and activated by you at your convenience. All full release activation performed by us will be coordinated with you prior to loading and will be done outside of normal business hours whenever possible. We reserve the right to determine which release is maintained as the current, production release.
- Database maintenance – We may suggest or require longer maintenance periods for database maintenance, Software upgrades, performance enhancing processes or other necessary procedures which will be scheduled in cooperation with you. Provider will use reasonable efforts to perform all scheduled maintenance outside of the normal business hours.
System Availability: We, in conjunction with our Infrastructure Partner, shall use commercially reasonable efforts to meet or exceed a service level of 99.5% uptime during any calendar month. Server infrastructure includes production and backup servers, designed to allow for minimal downtime or disruption in the event of hardware failure.
Performance: We will use commercially reasonable efforts to ensure adequate system performance for the Service. Performance when running on backup servers is designed to be sufficient for critical business operations, but may not be as responsive as when in full production server operation.
Data Integrity: We, in conjunction with Infrastructure Partner, shall use commercially reasonable efforts to ensure that your data is maintained in a secure environment and that it is safe from loss or access by unauthorized parties. Your Production data will be backed up daily and archived off-site. Daily backups are maintained for 14 days and monthly backups are maintained for 1 year, while you remain a subscriber. Test databases and other test data are not backed up.
Limitations: We will not be responsible for any damages or costs incurred by you for any loss or corruption of data, loss of profits, scheduled or unscheduled system downtime, or other interruption in the hosting environment.
Support services are available from 9 am to 5 pm Monday thru Friday EST, excluding Public holidays. After hours support is available for an additional fee.
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you can cancel any active subscriptions and discontinue using the Service. Any subscribed services will remain active until the end of the then current billing cycle. Your Data associated with your subscription will be retained for 30 days without charge in order for you to copy it to a storage location of your choice. If you require us to retain the data beyond 30 days please contact us.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to notify us of any known breach of the terms of this Agreement and any unauthorized use of the Service. You agree to defend, indemnify and hold harmless whoGloo, Inc. and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall whoGloo, Inc., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Our maximum liability arising out of or in any way connected to this Agreement shall not exceed the Subscription fees paid by you to us during the twelve (12) months preceding the claim. The existence of one or more claims under this Agreement will not increase our liability. In no event shall our suppliers have any liability arising out of or in any way connected to this Agreement.
The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
whoGloo, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. IN THESE JURISDICTIONS, whoGloo’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating in any way to your use of the Services or these Terms, and the formation, validity, enforceability, scope, or applicability of this Term (referred to as a “Claim”) will be resolved as follows:
- Informal Resolution. We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You will send your notice by email to email@example.com AND to the address listed under “Contact Us” below. We will send our notice to the email AND mailing address associated with your account.
- Formal Resolution. If we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule 9 that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in this Agreement. If there is a conflict between JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
These Terms shall be governed and construed in accordance with the laws of Massachusetts, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us by email to firstname.lastname@example.org or Mail to: whoGloo, Inc. PO Box 942, Burlington, MA, 01803, USA