PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1.Use of Our Service
Hexigo is an email management platform that improves business productivity.
You may use the Service only if you can form a binding contract with Hexigo, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Hexigo.
B. Hexigo Service.
Subject to the terms and conditions of this Agreement, Hexigo hereby grants to you a limited, non-exclusive, non-transferable license to use the Service in the manner contemplated by this Agreement solely for the purposes of developing your company’s business data, plans and solutions. Users shall have no right to sub-license or resell the Service or any component thereof. Hexigo reserves all rights not expressly granted herein in the Service and the Hexigo Content (as defined below).
C. Hexigo Accounts
Your Hexigo account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. If you open a Hexigo account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Where applicable we encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Hexigo immediately of any breach of security or unauthorized use of your account. Hexigo will not be liable for any losses caused by any unauthorized use of your account.
By providing Hexigo your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
D. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Hexigo servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability, including if in our sole determination you violate any provision of this Agreement. Upon termination, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Hexigo Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Hexigo shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. User Provided Information
A. User Provided Information. Hexigo permits the uploading of information through the Service (“User Provided Information”), and the hosting, sharing, display and/or analysis of such User Provided Information. Users may use their account settings to control other Users’ access to their User Provided Information (“User Permissions”). Hexigo will use its commercially reasonable efforts to apply User Permissions. However, Hexigo does not guarantee that User Permissions will always be applied, or that your User Provided Information will be kept secure from viewing by others, or from damage or loss. Hexigo takes no responsibility and assumes no liability for any User Provided Information that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Provided Information that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service is solely your responsibility. If you want Hexigo to remove your User Provided Information from the Service, please delete it as specified in the Service. However, other Users may have already copied or forwarded your User Provided Information to others, making recovery impossible. Hexigo is not responsible for any public display or misuse of your User Provided Information. You understand that whether or not such User Provided Information is displayed, Hexigo does not guarantee any confidentiality with respect to any User Provided Information. Users retain all right, title, and interest in and to all User Provided Information.
B. License Grant to Hexigo. By submitting User Provided Information to the Service, you hereby grant to Hexigo a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable, fully paid-up, and royalty-free license to use, display, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze your User Provided Information within the Service in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the Service and improving the way the Service work and look, and to create new features and functionality. This license does not grant Hexigo the right to use your User Provided Information for any other commercial purposes.
C. Limited License Grant to other Hexigo Users. By submitting User Provided Information to the Service, in cases where you display your User Provided Information for other Users to view or when you directly exchange or otherwise provide your User Provided Information to other Users as permitted by certain Service functionality and this Agreement, you hereby grant to such Users of the Service a non-exclusive license to use, display, and reproduce such User Provided Information as necessary for such Users to use the relevant Service functionality or features.
D. License Termination. The foregoing licenses granted by you terminate as to specific User Provided Information once you remove or delete such User Provided Information from the Service; except for Hexigo’s right to archive such User Provided Information in accordance with its standard policies and to use such Information in aggregate form to improve the way the Service work and look, and to create new features and functionality.
E. Required Rights. You shall be solely responsible for your own User Provided Information and the consequences of posting or publishing it. In connection with User Provided Information, you affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Hexigo and Hexigo’s Users to use the User Provided Information uploaded by you as necessary to exercise the licenses granted by you in this Section 2, and otherwise in the manner contemplated by Hexigo and this Agreement.
F. User Provided Information Representations. You agree not to submit User Provided Information that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Provided Information that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy. Hexigo reserves the right, but is not obligated, to reject and/or remove any User Provided Information that Hexigo believes, in its sole discretion, violates these provisions.
G. User Provided Information Disclaimer. You understand that when using the Service you will be exposed to User Provided Information from a variety of sources, and that Hexigo is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Provided Information. You further understand and acknowledge that you may be exposed to User Provided Information that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Hexigo with respect thereto, and agree to indemnify and hold Hexigo, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of User Provided Information. Hexigo does not endorse any User Provided Information or any opinion, recommendation or advice expressed therein or based upon such User Provided Information, and Hexigo expressly disclaims any and all liability in connection with User Provided Information. If notified by a User or a content owner of User Provided Information that allegedly does not conform to this Agreement, Hexigo may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Provided Information, which it reserves the right to do at any time. Hexigo does not permit copyright infringing activities on the Service.
3. Our Proprietary Rights
Except for your User Provided Information, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Provided Information belonging to other Users (the “Hexigo Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Hexigo and its licensors (including other Users who post User Provided Information to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Hexigo Content. Use of the Hexigo Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Hexigo under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Hexigo does not waive any rights to use similar or related ideas previously known to Hexigo, or developed by its employees, or obtained from sources other than you.
4. Pricing and Payment Terms
Certain aspects of the Service are provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms as specified in the Hexigo order form, as we may update them from time to time. Hexigo may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
You agree to defend, indemnify and hold harmless Hexigo and its subsidiaries, agents, licensors, managers, and other affiliated companies, 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) arising out of or related to: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Provided Information or any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
6. No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HEXIGO, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEXIGO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL HEXIGO BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEXIGO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER PROVIDED INFORMATION OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HEXIGO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO HEXIGO HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HEXIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from facilities in the United States and Australia. Hexigo makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or Australia, or are a foreign person or entity blocked or denied by the United States or Australian governments. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
8.Governing Law and Arbitration.
A. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Hexigo, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEXIGO. In the unlikely event that Hexigo has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any Hexigo claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Santa Clara County, California, unless you and Hexigo agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Hexigo from seeking injunctive or other equitable relief from the courts as necessary to protect any of Hexigo’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND HEXIGO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, .COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Hexigo without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. Hexigo may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Hexigo in our sole discretion. Hexigo reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Hexigo is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Hexigo may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Service.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Hexigo in connection with the Service, shall constitute the entire agreement between you and Hexigo concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Hexigo’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Government Use Rights. If the Service is licensed to the United States government or any agency thereof, then the Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.
F. Contact. Please contact us [[email protected]] with any questions regarding this Agreement.
Hexigo Pricing and Payment Terms
These Pricing and Payment Terms explain the way in which you can use the paid aspects of our Service. By using a paid account through the Service, you signify that you have read, understood, and agree to be bound by these Pricing and Payment Terms.
"Data" means all data, information, documents, graphics, images, links or other content in electronic form.
“Fees” means the charges by us for subscription to or use of the Service.
"Order Form" means our approved forms for the purchase of Service, in hard and/or soft copy as we direct.
"Subscription Term" means the term set out in the Order Form.
"Users" means individuals who you have authorized and registered to use the Service and for whom subscriptions to a Service have been purchased.
1. Order Forms.
You can purchase access to the Service by completing an Order Form and paying any upfront charges required by the Order Form. You warrant that the information you provide in an Order Form is true and correct. You further agree to use commercially reasonable efforts to maintain and promptly update this information to keep it accurate, current and complete. You acknowledge and agree that if you provide information that is intentionally inaccurate, not current or incomplete in a material way, or we have reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete in a material way, we have the right to suspend or terminate your account. You agree that your purchase is not contingent on the delivery of any future functionality or features or reliant on any promises or plans as to future functionality or features.
2. User Subscriptions.
Unless otherwise specified in an Order Form: (a) Services are purchased as User subscriptions; (b) the number of persons using the Services must not exceed the User subscriptions purchased; (c) additional User subscriptions may be purchased during the Subscription Term; and (d) the additional User subscriptions will terminate at the end of the Subscription Term. User subscriptions are for named persons and cannot be shared or used by more than one person but may be reassigned during the Subscription Term.
3. Refusal of Service.
We may refuse an Order Form for any reason, including if we consider that: (a) you are our direct competitor; or (b) you are accessing the Services for the purpose of monitoring their availability, performance or functionality or for any other benchmarking or competitive purposes.
Our fees will be set out in the Order Form and based on the number of User subscriptions in any month or part month of a Subscription Term. Unless otherwise specified in an Order Form: (a) fees are quoted and payable in US dollars; (b) fees are based on User subscriptions purchased and not actual usage; (c) fees are non-refundable; and (d) the number of User subscriptions purchased cannot be decreased during the Subscription Term.
Fees are due in advance, either annually or at the frequency set out in the Order Form. If you pay by credit card or direct debit, you authorize us to debit your account when fees are due. Otherwise, you must pay all fees within 7 days from when we issue an invoice.
6. Overdue Fees.
Unpaid Fees shall be deemed delinquent if not received by the due date. In addition to our other rights, we reserve the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest charges of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged during any period of suspension until the balance is settled. If either party initiates termination of this Agreement, you will be obligated to pay the balance due on the account. You agree and acknowledge that we have no obligation to retain your Data and that such Data may be irretrievably deleted if your account becomes delinquent. We may also impose additional or alternate payment conditions on any future User subscriptions, renewals or amounts owed.
Unless otherwise stated, fees do not include any taxes, levies or duties or similar governmental assessments which must be paid by you.
8. Subscription Term.
This Agreement commences on the earlier of: (a) the date specified in the Order Form; or (b) the date we give you access to the Services (excluding any free trial period) – and will continue for the Subscription Term.
At the end of the Subscription Term, this Agreement will automatically renew, at our then current rate, for a further period equal to one year or the Subscription Term (whichever is lesser) unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.
10. Termination for Cause.
We may immediately terminate this Agreement by notice to you where: (a) you become or threaten to become insolvent; (b) an amount you owe us is outstanding for more than 30 days; or (c) you breach this Agreement and fail to remedy the breach within 14 days after receiving notice from Us.
Delinquency of your payment obligations or use of the Service in breach of (a) this Agreement or (b) any reasonable directions that we issue will be deemed a material breach of this Agreement. At our sole discretion, we may terminate your password, account or use of the Service and this Agreement if you fail to comply with this Agreement. In addition, we may terminate a free account at any time at our sole discretion. You agree and acknowledge that we have no obligation to retain your Data, and may delete such Data, if you have materially breached this Agreement by, including, but not limited to, failure to pay outstanding Fees, and such breach has not been cured within 30 days of payment delinquency or notice of such breach.
12. User’s Rights.
Upon any termination of a User’s paid account, we will provide a copy of all data that has been input by or on behalf of the User into such User’s paid account through the Service within a commercially reasonable time.
13. No Refunds.
You may cancel your Hexigo account at any time; however, there are no refunds for cancellation. In the event that Hexigo suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
14. Free Trial.
We may offer a free trial period during which you can use the Service free of charge. There may be restrictions on functionality and features of the Service during the free trial period. Any Data entered or uploaded and any customizations made during the free trial period will be permanently deleted unless you purchase a subscription for the Services before the end of the trial period.
This Agreement was last modified on 25 November 2016.