Terms of ServiceappRazr Data Technologies Inc, headquartered in Invermere, British Columbia, Canada (“appRazr”, “Us” or “We”) provides appRazr products, services and websites (collectively the “appRazr Service”) to you, our client, and to all other persons authorized by you to use or access the appRazr Service on your behalf, including any company you represent (collectively “you”), subject to your compliance with all terms, conditions and notices contained or referenced in this document (the “Terms”).
IMPORTANT NOTE: Please read these Terms carefully. By using the appRazr Service, you are stating that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you are not permitted to use the appRazr Service. If you require an Enterprise or Partner agreement, please contact us to request this option. 1. No Resale of the appRazr Service You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion (except for your app designs and data, to which appRazr agrees you retain all rights) of the appRazr Service, use of the appRazr Service, or access to the appRazr Service. If you wish to pursue resale of the appRazr Service, contact our sales team to discuss our Partner options. 2. Legal Use Only; No Competitors You agree not to use the appRazr Service to violate any local, provincial, state, national, or international law or regulation. You may not sign up to the appRazr Service if you are currently employed by, or otherwise associated with, one of our identified competitors. This is to protect us against violation of intellectual property and to protect you from potential litigation from appRazr. 3. Ownership and Responsibility for Your Apps appRazr does not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials you create, submit or make available for inclusion on or through the appRazr Service (your “App Data“). As between appRazr and you, you own all rights to your App Data. appRazr does not review apps that you create and you agree that you are solely responsible for all of your App Data. 4. Fees and Billing (a) User License Fees. Each user that is registered on the appRazr Service is subject to a recurring user license fee. A unique, named user login is required and no sharing of logins is allowed. A user may use their login on more than one device but not simultaneously. Simultaneous use under a single login is a violation of our terms. Sometimes there is a need to provide for a generic type login, such as for a reception area. However, that login may only be used on one device at a time and cannot be shared between devices. User license fees are charged at the rates shown in the store of the appRazr website. (b) Subscription and Service Fees. Any additional subscriptions and/or services, such as professional services (“Pro Services”), that you select are provided at the rates set forth on the appRazr website as applicable. (c) Invoicing and Automatic Renewal. appRazr charges on the first day of every month in advance for all existing users and services enabled on your account. We will promptly generate invoices for this billing and will charge your registered credit card on the invoice due date. Your appRazr licenses, subscription and/or services will automatically renew on the first day of each month until you cancel your account, which is done by emailing our support team, as applicable. (d) Value Added Tax, Sales Tax and Other Amounts. Unless otherwise expressly stated, all fees are exclusive of local value added tax, sales tax, other taxes, duties and charges imposed or levied in connection with these Terms (“Taxes”). appRazr will add any such applicable Taxes to your invoices as required by prevailing legislation. Without limiting the foregoing, you will be liable for any new Taxes imposed or levied in any relevant jurisdiction subsequent to commencing your appRazr Service account. (e) Fee Review. appRazr may periodically review fees, at which point appRazr may increase or amend any such fee. Such reviews will occur no more than once within a continuous 12 month period. Where there is any net increase in the fees payable, appRazr shall give no less than 30 days written notice to you of such increase. 5. Professional Services You may purchase professional consulting or training services from appRazr. You remain the “data controller” in this relationship, authorizing our personal to design on your behalf only. As a result of Pro Services delivered under these Terms, appRazr may generate ideas, inventions, suggestions, copyrightable materials or other information (“Intellectual Property”) which fall into one of two categories: a. Intellectual Property specifically related to the subject matter of appRazr’s efforts under these Terms, and directly related to, or incorporated into, the work product to be produced by appRazr and delivered to you under these Terms. Title to Intellectual Property described in this paragraph, that is developed solely by appRazr, or jointly by appRazr and you, shall remain in appRazr at all times. appRazr grants and you hereby accept, a perpetual, worldwide, royalty-free, EXCLUSIVE license to use all such Intellectual Property as incorporated into the appRazr work product; and b. Intellectual Property of general applicability, whether or not related to, or incorporated into, the work product to be produced by appRazr and delivered to you under these Terms. Title to Intellectual Property described in this paragraph, including any Intellectual Property developed by appRazr prior to or outside of these Terms, shall remain in appRazr. To the extent such Intellectual Property is incorporated into work product to be produced by appRazr and delivered to you, appRazr grants and you hereby accept, a perpetual, worldwide, royalty-free, NON-EXCLUSIVE license to use all such Intellectual Property as incorporated into the appRazr work product. 6. Payment of appRazr Fees The default option for paying your appRazr fees is by credit card. When paying by credit card, you warrant that the credit card information you provide is correct and you shall promptly update your credit card information upon any change. If you cannot pay by credit card, contact our support team to request special dispensation to pay your fees by electronic funds transfer (EFT), international money transfer (IMT) or by check. You agree that if your payment is not received by the invoice due date, for any reason, appRazr may suspend or cancel your appRazr subscription. 7. Making changes to your account If you choose to downgrade, upgrade or otherwise change your appRazr users, services or subscriptions, this may cause the loss of or addition to features or capacity on your account. To the extent permitted by applicable law, appRazr does not accept any liability for such losses. Changes you make will usually only take effect from your next billing date. 8. Spam, Scams, Phishing You agree that: (a) appRazr may terminate your account immediately if an app you created on the appRazr Service is found to be linked or otherwise used inside or in connection with an unsolicited email. (b) You will not use the appRazr Service or any apps you create using the appRazr Service for scamming purposes to attract, lure, or illegally obtain payment of any sort from others. Any account reported or found doing so will be immediately suspended. (c) appRazr may terminate your appRazr Service immediately if an app you create is found to be deceptively or without proper authority obtaining sensitive or personal information (for example credit card details, social security numbers, user login credentials). All such activities are considered as Phishing and any account along with the violating apps and data will be suspended immediately. 9. Collecting Sensitive Information You may not use the appRazr Service to collect certain types of sensitive information, including but not limited to, credit card information and any type of login credentials. You may collect some sensitive information such as social insurance numbers (“SIN”), driver’s license numbers or Personal Health Information (“PHI”), but you are solely responsible for compliance with any data protection and privacy laws and regulations applicable to the sensitive information. To the extent you store PHI on the appRazr Service, then the terms of the appRazr Business Associate Agreement (“BAA”) will apply. Please contact our support staff to request an executable version of the BAA. 10. European and United Kingdom Data Collection If you collect personal data in or from any person resident (or normally resident) in Europe or the United Kingdom, your actions occur under the prevailing EU data protection and privacy regulations and you are likely considered to be a “data controller”. You agree to ensure that your use of the appRazr Service is compliant with prevailing EU data protection regulations. Should you qualify as a data controller under prevailing EU data protection and privacy regulations, you also acknowledge and agree to the appRazr Data Processing Addendum (“DPA”), available upon request, and as updated from time to time. 11. Security We maintain appropriate technical and operational measures, internal controls, and data security routines intended to protect your data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction. We are not responsible for the security of any data stored on any mobile device owned or controlled by you, your clients or any other Service users. 12. Privacy and Data Processing By using appRazr Services, you indicate acceptance of these terms and agree to our Privacy Policy, located on http://www.apprazrapp.com/privacy-policy/ You agree that appRazr shall process data on your behalf as necessary to provide you with the appRazr Service, in accordance with our Privacy Policy, applicable data protection and privacy laws and, where applicable, the appRazr Data Processing Addendum. 13. Copyright Infringement appRazr respects the intellectual property rights of others. Accordingly, appRazr has a policy of disabling access to any appRazr client that violates copyright law, suspending access to the appRazr Service to any user who uses the appRazr Service in violation of copyright law, and/or terminating in appropriate circumstances the account of any user or client who uses the appRazr Service in violation of copyright law. 14. Trademarks The phrase “appRazr” and the appRazr logo are registered trademarks of appRazr. You may use such trademarks for your standard marketing promotions, provide that you agree to cease or alter such use at appRazr’s request where such use is contrary to appRazr’s branding policies. appRazr may use Client’s business name and logo in an appropriate and acceptable manner for standard marketing promotions, provided that appRazr agrees to cease or alter such use at Client’s request. 15. Termination You agree that appRazr may terminate your appRazr Service membership or suspend your access to all or part of the appRazr Service, without notice, if appRazr determines, in its sole and absolute discretion, that you have violated these Terms. Further, you agree that appRazr shall not be liable to you or any third party for removing your apps or suspending or terminating your access to the appRazr Service. You may discontinue your participation in and access to the appRazr Service at any time, in which case any pre-paid payments are non-refundable and any pending payments must be settled with us. 16. Modifications to these Terms appRazr may, in its sole and absolute discretion, change these Terms from time to time. appRazr will post notice of such changes on the appRazr website. If you object to any such changes, your sole recourse shall be to cease using the appRazr Service. Continued use of the appRazr Service following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. 17. Modifications to the appRazr Service appRazr reserves the right to modify or discontinue the appRazr Service with or without notice to you. appRazr shall not be liable to you or any third party should appRazr exercise its right to modify or discontinue the appRazr Service. 18. Email Communications By giving your email address to appRazr, you agree to receive administrative, announcements, newsletters, sales, and marketing emails from appRazr. You can opt-out from these emails by clicking on the “unsubscribe” link at the end of the emails. 19. Links, Content and Resources appRazr’s provision of a link to appRazr resources and/or any other website or internet resource is for your convenience only and does not signify appRazr endorsement of such other web site or resource or its contents. appRazr shall have no responsibility or liability for any information, software, or materials found at any other web site or internet resource. 20. Delivery of Emails, Notifications and Other Messages appRazr goes to great lengths to ensure successful delivery of emails, push notifications and other messages generated on or by the appRazr Service, however we do not guarantee successful delivery of these. You agree that appRazr cannot be held responsible for any consequences of such delivery failure. This is because delivery is not solely controlled by appRazr and is subject to a number of points of failure which can prevent delivery. See our support site for more information about why delivery cannot be guaranteed. 21. Service Availability You agree that access to the appRazr Service is reliant upon various factors outside of appRazr’s control, including, without limitation, your internet service provider, global telecommunications links, our hosting and other service providers, and other factors which may impact upon the availability of the appRazr Service. While we will use all reasonable endeavors to ensure that you have continuous access to the appRazr Service and apps created thereon, we will not be liable to you or any other person for any loss or damage caused by unavailability of the appRazr Service. 22. Disclaimer of Warranties You understand and expressly agree that use of the appRazr Service is at your sole risk. The appRazr Service is provided on an “as is” and “as available” basis. appRazr expressly disclaims all warranties of any kind, whether express or implied, with respect to the appRazr Service (including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement). appRazr makes no warranty that the appRazr Service will meet your requirements, or that the appRazr Service will be uninterrupted, timely, secure, or error free. You understand and agree that any material and/or information downloaded or otherwise obtained through the use of appRazr is done at your own discretion and risk and that you will be solely responsible for any damage or consequential losses arising therefrom. No advice or information, whether oral or written, obtained by you from appRazr or through the appRazr Service shall create any warranty not expressly made herein. 23. Limitation of Liability You understand and expressly agree that, to the extent permitted under applicable law, in no event will appRazr or its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, or other intangible losses (even if such parties were advised of, knew of, or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the appRazr Service. 24. Use in Life Critical Applications. Client explicitly acknowledges that the appRazr Service is not designed or intended for use in life critical applications and that appRazr shall not be liable for any direct or indirect loss or damages arising from the use of the appRazr Service in any life critical application(s) and that any use by Client of the appRazr Service in life critical applications shall be at the sole risk of Client. 25. Resolution by Arbitration This agreement requires the use of arbitration on an individual basis to resolve disputes, rather than injunctive legal actions, jury trials or class actions, and also limits the remedies available to you in the event of a dispute. 26. Exclusions and Limitations Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations and disclaimers in these Terms may not apply to you. To the extent that appRazr may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of appRazr liability shall be the minimum permitted under such applicable law. Unless expressly provided otherwise, the limitation of liability shall not exceed the amount of the fees paid by you over the preceding 12 months, to use for the provision of the appRazr Service. 27. Indemnification You agree to indemnify, defend, and hold harmless appRazr, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys. fees) that such parties may incur as a result of or arising from (a) any information (including, without limitation, your Submissions or any other content) you (or anyone using your account) submits, posts, or transmits through the appRazr Service, (b) your (or anyone using your account’s) use of the appRazr Service, (c) your (or anyone using your account’s) violation of these Terms, and (d) your (or anyone using your account’s) violation of any rights of any other person or entity. 28. Relationship of Parties No joint venture, partnership, employment, or agency relationship exists between appRazr and you as a result of these Terms or use of the appRazr Service. 29. Miscellaneous These Terms constitute the entire and exclusive and final statement of the agreement between you and appRazr with respect to the subject matter hereof and supersedes any prior agreements or negotiations between you and appRazr with respect to the subject matter hereof. These Terms and the relationship between you and appRazr shall be governed by the laws of the Province of British Columbia, Canada without giving effect to conflict of laws principles. Any and all disputes, controversies and claims arising out of or relating to these Terms or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator of the Canadian Arbitration Association, pursuant to the Arbitration Rules of the Canadian Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to the prevailing party. The failure of appRazr to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of appRazr and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the appRazr Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. All terms, as well as any limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the appRazr Service. |
