1. Acceptance of Agreement.This Agreement is a legal contract between Sohsoh Inc. (“we,” “us,” or “Teslick”) and you. BY CREATING A PASSWORD AND ACCESSING THE ONLINE SERVICE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT, AND THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR YOUR COMPANY DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT IT. If you are accepting this Agreement on behalf of your company, then the terms “you” and “your” refer to your company whenever used below.
2. No Competitive Use.You may not register for or use our Online Service to monitor or test its performance or for other benchmarking or competitive purposes.
3. Modifications to Agreement.We reserve the right to modify this Agreement by posting an updated version on our Site. If you have a paid subscription to the Online Service, any such modifications become effective on the date your subscription renews for a subsequent subscription period (whether monthly or annual). Otherwise, any updated version will become effective 15 days after posted. If you do not agree to any modified terms, you may terminate the Agreement in the manner described in Section 10 below. Your continued use of the Online Service after notice will constitute your acceptance of the modified Agreement.
4. Prohibited Use.You will not (and will ensure that Your Users do not): (a) “frame,” distribute, resell, or permit access to the Online Service by any third party other than for its intended purposes; (b) permit more than one of Your Users to access the Online Service using shared login credentials (i.e., a shared email address and password); (c) use the Online Service other than in compliance with applicable laws; (d) interfere with the Online Service or disrupt any other user’s access to the Online Service; (e) reverse engineer, attempt to gain unauthorized access to the Online Service, or attempt to discover the underlying source code or structure of the Online Service; (f) submit to the Online Service any content or data that is false, misleading, defamatory, threatening, offensive, or infringing of intellectual property rights, or that contains mass mailings or any form of “spam”; (g) submit to the Online Service any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (h) use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Online Service.
5. Your Content.5.1 Your Content. As between you and us, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that you and Your Users upload or submit to Teslick (collectively, “Your Content”).
5.2 Confidentiality of Your Content. Except as described in this Section 5 or with your separate permission, Teslick will not disclose or distribute Your Content to any third party. Notwithstanding any separate nondisclosure agreement that may have been executed between you and Teslick, Teslick may: (a) allow Your Content to be stored and processed by Teslick’s service providers (e.g., hosting and storage providers) who act on Teslick’s behalf in providing the Online Service, as long as such service providers are not authorized to have unencrypted access to Your Content and are bound to protect Your Content by reasonable contractual confidentiality obligations, and (b) disclose Your Content to the extent required by law.
6. Teslick APIs & Third Party Applications.6.1 Teslick APIs. Teslick may make certain application programming interfaces (APIs), API access tokens, HTML scripts, data import tools, or other software available to you as part of the Online Service (collectively, “Teslick APIs”). Teslick grants you a non-exclusive, non-transferable license, only while this Agreement remains in effect, to use any such Teslick APIs solely to access and use the Online Service for your internal use. You agree not to distribute, disclose or make available the Teslick APIs to any third party.
6.2 Third Party Applications. We may make available to you certain third party software applications (“Third Party Applications”) for use in connection with the Online Service. These Third Party Applications are not part of the Online Service, and this Agreement does not apply to such Third Party Applications, even if you elect to integrate Third Party Applications with the Online Service. Each Third Party Application is made available exclusively in accordance with the terms and conditions of the end user license agreement accompanying it. We have no liability whatsoever with respect to Third Party Applications.
7. Subscription and Cancellations.7.1 Subscriptions. If you maintain a paid subscription to the Online Service, your subscription period is established when you purchase your subscription.
7.2 Cancellation. Once a subscription period commences, all Service Fees paid for that period are non-refundable. You may cancel your subscription at any time before the end of the then-current subscription period using the cancellation procedure available through the Site. When you cancel your subscription, your paid subscription will terminate and you and Your Users’ access to the Online Service will terminate.
8. Service Fees; Payment; Taxes.8.1 Service Fees. You agree to pay the fees in effect for your subscription at the time you purchase, along with any fees for additional services you agree to pay while using the Online Service (collectively, “Service Fees”). Current pricing for subscription is available on the Site. Unless we separately agree otherwise in writing, all Service Fees for subscriptions are payable in advance prior to the commencement of each subscription period. Other Service Fees become due and payable as described on our Site or in this Agreement.
8.2 Billing Information. When you subscribe for a paid Online Service subscription, you will provide us with either a valid, up-to-date credit card number or the other payment information we request. If you have selected a credit card as your payment method, you authorize us to charge your credit card for Service Fees on the first day of your initial subscription period and, for any additional Service Fees beyond your Service Fee when such fees become due and payable. You are responsible for maintaining up-to-date payment information on our Site. If we cannot charge your credit card for any Service Fees when due because your payment information is no longer valid and up-to-date, or if we do not receive your payment when due through the alternative payment method you have selected, we may, at our election: (a) suspend your access to the Online Service, in which case you will be responsible for all Service Fees incurred during the period of suspension; (b) immediately terminate this Agreement, in which case your right to use the Online Service will cease; or (c) without waiving our rights to suspend or terminate your account, allow you a longer period during which to make payment, in which case you will remain responsible for all Service Fees incurred while we await your payment. Late payments incur interest charges at the rate of 1% per month on any outstanding balance or the maximum amount permitted by applicable law, whichever is less. The Service Fees shown on our Site do not include taxes or duties. Except for our income taxes and gross receipts taxes, you acknowledge that you are responsible to pay such taxes (if any). If we collect sales tax or other taxes from you, we will identify the portion of your payment attributable to such taxes.
9. Term and Termination; Subscription Renewals and Cancelations.9.1 Term. This Agreement begins when you first create a login for the Online Service and accept this Agreement. It remains in effect indefinitely unless terminated as provided in this Section 9.
9.2 Termination by You. You may terminate this Agreement at any time by written notice to us in accordance with this Agreement. We will not be obligated to refund any Service Fees to you when you terminate. Your termination will be effective immediately upon our acknowledgement, and in no event later than 30 days from your notice to us. Note that your cancelation of a subscription does not, in and of itself, terminate this Agreement.
9.3 Termination by Us for Cause. We may terminate this Agreement and your access to the Online Service immediately, without any obligation to notify you or refund any Service Fees, if you are in breach of this Agreement, you misappropriate or infringe any of our intellectual property or proprietary rights, or you fail to make any payment when due.
9.4 Termination by Us for Convenience. In addition, we may terminate this Agreement at any time, for any reason or no reason, by giving you 5 days’ written notice to the email address you provide when you register for the Online Service. If we discontinue your access to the Online Service at the end of this 5 day period, our termination will be effective at the end of this period, and we will refund any prepaid, unused subscription fees for the Online Service as soon as practicable thereafter. Otherwise, no Service Fees are refundable, and you may continue using the Online Service through the end of your subscription period, at which point our termination will become effective.
9.5 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and obligations of the parties will cease, except for those specified in this Agreement; and (b) notwithstanding any provision of any surviving section, you will have no further right to use the Online Service.
10. Ownership of the Online Service.10.1 Online Service and Documentation. As between the parties, Teslick retains all right, title and interest in and to (a) the Online Service and the technology and software used to provide it, and all intellectual property and proprietary rights therein; and (b) all electronic and print documentation and other content and data (excluding Your Content) made available through the Online Service. Except for your rights to access and use the Online Service set forth in this Agreement, nothing in this Agreement licenses or conveys any of Teslick’s intellectual property or proprietary rights to anyone, including you.
10.2 Feedback. You agree that Teslick will have a perpetual right to use and incorporate into the Online Service any feedback or suggestions for enhancement that you provide to Teslick concerning the Online Service (“Feedback”), without any obligation of compensation.
12. Confidentiality.You agree not to disclose, duplicate, publish, release, transfer or otherwise make available our Confidential Information in any form to any person or entity without our prior written consent. “Confidential Information” means any of our financial, technical, or business information that we designate as confidential at the time we disclose it to you, or that you should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The specific features of the Online Service, the documentation we provide to you in connection with it, and the Teslick APIs are our Confidential Information. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of your confidentiality obligation under this Agreement; (ii) was independently developed by you without breach of your confidentiality obligation under this Agreement; or (iii) is received from a third party who obtained such Confidential Information without breach of any obligation owed to us.
13. Representations and Warranties; Disclaimer.13.1 General. Each party represents and warrants that it has the necessary authority to enter into this Agreement.
13.2 Limited Warranty for Online Service. Teslick represents and warrants that the Online Service will operate substantially as described in the online documentation made available with the Online Service.
13.3 Disclaimer. You acknowledge that, as an internet-delivered software application, the Online Service may experience periods of downtime, including but not limited to scheduled maintenance. Accordingly, EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 13.2, TESFORCE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ONLINE SERVICE, INCLUDING ITS DOCUMENTATION, THE TESFORCE APIS, OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE ONLINE SERVICE, WHETHER EXPRESS OR IMPLIED. TESFORCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. TESFORCE DOES NOT WARRANT THAT THE ONLINE SERVICE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.