Terms (including the GDPR)
Our Terms & Conditions have been updated to ensure that we, our customers, and clients are properly equipped to meet the demands of the latest EU personal data regulation (GDPR). Also find a new Data Processor Agreement which meets the demands of the GDPR.
Please do not hesitate to contact us at email@example.com if you have any questions related to our terms & conditions or the GDPR.
1.1 This subscription agreement (“Terms”) govern your (“Customer”) subscription for and use of the Aligned Momentum (A.M.) application (“Product”) made available by Abrige Corp., dba Aligned Momentum, a Washington State USA corporation (“Company”).
1.2 The Terms are accepted by Customer upon registration or ordering of the Products or renewal of any such subscription.
1.3 The Product is available for commercial customers only, not for consumers.
2.1 The Product is accessible to Customer at specific URLs designated by Company in its sole discretion. The Product may, at Company discretion, incorporate Customer name in the URL and logo on the Product screens.
2.2 Subject to Customer's acceptance of and compliance with the terms and conditions of these Terms, Company grants to the Customer a limited, non-exclusive, non-transferable and non-perpetual right to access and use the Product for the agreed modules and number of users, and solely for internal business operations of Customer. Customer is not allowed to install, copy, use or otherwise exploit the Product in any other manner than set forth in these Terms. All rights not expressly granted are reserved by Company.
2.3 Users can be either employees of Customer or users not employed by Customer.
2.4 For Customers in EU and EEA countries, GDPR legislation prohibits sending e-mails to individuals who have not consented to receive such e-mails. The customer will be held solely responsible for any claims raised against the Company or any direct or indirect damage to the Company due to the Customers improper or illegal use of the e-mail facilities of the Product.
2.5 For Customers in the U.S., the HIPAA Privacy Rule prohibits access to protected, individually identifiable, health information (PHI) other than is the minimum necessary to serve the individual. The customer will be held solely responsible for any claims raised against the Company or any direct or indirect damage to the Company due to the Customers improper or illegal use of the e-mail facilities of the Product.
2.6 For customers residing in countries with personal data protection laws other than noted in 2.4 and 2.5, compliance and any claims associated with these laws remains the sole responsibility of the Customer.
3. Software as a Service (SaaS)
3.1 Company aims to provide operational stability and to make all reasonable efforts to make the Product available to Customer on the Terms set out herein. Company’s software will be provided in accordance with good information technology practice and in compliance GDPR as a Data Processor. Although the A.M. software data in use and as stored, and access and interpretation of data within the software as part of the A.M.Program do not include PHI, Company’s data center and related practices follow the intent of the HIPAA regulations.
3.2 Company will make best efforts to inform Customer of any known defects which may interfere with access to or function of the Product and to correct any defect within a reasonable period of time.
3.3 Company aims to perform planned service and maintenance between 10pm Saturday and 6pm Sunday PST. The Company may push early notification to each Customer software primary administrative contact and will do so if a scheduled service or maintenance is expected to cause interruptions outside these hours.
3.4 Company will perform a back-up of Customer data once per week during the hours noted in 3.3., and more frequently if agreed to by separate service level agreement (SLA). Back-ups are archived for 2 weeks. Subject to separate SLA or one-time payment, Customer may request that a back-up be delivered, archived, or restored.
3.5 Company will keep the Product compatible the most recent official versions of the Internet browsers Google Chrome, Microsoft Edge and Firefox for Windows and will make reasonable efforts to keep the Product compatible and operational with most other Internet browsers but does not guarantee that the Product will work identically and reliably with all Internet browsers.
4.1 Customer acknowledges and accepts that it is the sole responsibility of Customer to investigate and assess the Product in order to ensure that it can operate and function in conjunction with Customer's needs and requirements, including Customer's Internet access, hardware and software.
4.2 Company may in its sole discretion decide to make available upgrades, patches, fixes or the like in connection with the Product to Customer, and Customer accepts such upgrades, patches, fixes or the like to continue operability.
4.3 Company undertakes no obligations or liability with respect to the provision of telecommunication lines, Internet subscriptions or connections or any other technical means necessary for Customer to access and use the Product or its data and any and all costs and risks in this respect remains solely with Customer.
5.1 Company is entitled to use sub-contractors for provision of support and consultancy services to the Customer.
5.2 The support comprised by the subscription fee includes:
5.2.1 Response to reported errors in the Product
5.2.2 Answers to questions regarding the use of the Product provided each answer takes no more than a few lines of email text.
5.3 For services not comprised by clause 5.2, Company is entitled to invoice support or technical consultancy services, or A.M.Program consultancy services that support use of the A.M. software, resources to enhance the A.M. software experience, and interpretation of information derived from use of the A.M. software. Any such invoicing must be accepted by Customer, directly or via agreement, prior to delivery of service.
5.4 All reported errors and support requests must be submitted using the Product’s built-in support function or by email should the built-in support function be inaccessible.
5.6 Support is provided primarily to Customer’s designated Product administrator, who is the single point of contact with respect to the Customer in this regard. It does not include support for all the Customer's users unless otherwise agreed.
5.7 Company will apply best efforts to reply to support queries by the next work day.
6. Maximum disk storage space
6.1 The maximum disk storage space provided for Customer's data, images and documents at no additional charge is defined at the time of purchase, and may be updated by later mutual agreement.
6.2 If the used amount of disk storage space exceeds this limit, Customer will be notified of accepting a charge for excess storage capacity, delivered archived data as described in clause 3.4 or make a request to delete certain data.
6.3 Company will notify Customer of current storage use at least four weeks prior to each software subscription annual renewal.
7.1 Customer shall pay subscription fees, and any charges related to custom technical SLA or A.M.Program consulting agreement, in accordance with the agreed-to price at purchase and with each renewal.
7.2 Company is entitled in its sole discretion to change prices for new purchases and renewals, and Terms. Changes will be notified in writing to Customer no later than four weeks before such changes take effect. Changes are deemed accepted by Customer unless Customer terminates the subscription agreement.
7.3 Company pricing is based on the U.S. Dollar (USD) and must be received in full USD as invoiced or agreed on auto payment. All exchange, banking or other fees must be covered by Customer above and beyond the amount to be received by Company.
7.4 Customer agrees to pay invoices such that Company receives payment no later than the due date of Company’s invoice.
7.5 If Company’s invoice is not duly paid by Customer and received by Company, within a one week grace period, Company is entitled to suspend Customer’s access to the Product and Customer's data without further notice. The suspended access does not release Customer from its obligation to pay the invoice and any other accrued fees.
7.6 In the event of late payment, Company will charge a late fee which is the lesser of the following: 1% per month after a 10 day grace period, or the maximum allowed by the relevant law where Customer operates.
7.7 Customer accepts to receive invoices and reminders sent by email.
7.8 Company may add the appropriate sales tax, GST or VAT. The calculation and presentation of tax on each invoice will be based on laws applicable to Software as a Service (SaaS) subscriptions (digital goods) sold only B2B (business-to-business). Company will make best efforts to charge the current and correct tax. All tax collected will be paid to the proper authority. Customer agrees to confirm with Company that the tax shown on their invoice from Company is correct.
7.9 Customer agrees to provide any and all identifiers required for proper handling of sales tax, GST or VAT.
8. Term and termination
8.1 The initial subscription period is 12 months from the ordering date of the Product. Price adjustments for additions, deletions and customizations may be made during each subscription period. The subscription period will be automatically renewed for successive periods of 12 months unless otherwise agreed or terminated. Company will send Customer a notice by email approx. 6 weeks prior to the commencement of a new subscription period. Customer is entitled to terminate the subscription agreement no later than two weeks before the commencement of a new subscription period. If the subscription is not terminated within this timeframe, it is automatically renewed.
8.2 Company may terminate the subscription agreement immediately if Customer materially breaches the Terms.
8.3 In case of termination of the subscription agreement, Customer will not be allowed to access and use the Product at the time of expiration/termination of the agreement. Customer acknowledges and agrees that Company is entitled to delete Customer as a user and terminate Customer’s access to the Product without further notice.
8.4 Customer agrees that subscription fees will not be refunded.
8.5 Customer may be afforded access to the Product before subscribing if Customer is a current A.M.Program consulting or coaching client.
8.6 Upon termination of the subscription agreement, the Company will: Delete the Customer's data immediately if instructed by the Customer to do so. Otherwise the Company will store the Customer’s data for a period of not less than 90 days calculated from the day after the termination of the subscription.
8.7 If at the time of 30 days after expiration/termination of the subscription agreement, Customer has any unpaid invoices, Company is entitled to delete the data without any further notice.
8.8 Upon termination of the subscription agreement, the Company may assist Customer in extracting data from the system. Customer may be invoiced for this service prior to data extraction.
9.1 Customer warrants to Company that its use of the Product is legal in every respect and that Customer and its users, whether internal or external, adhere to these Terms. Customer will indemnify and hold Company harmless from any third party claims arising out of Customer’s use of the Product.
10. Disclaimer of warranties
10.1 OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER COMPANY NOR ITS SUB-CONTRACTORS MAKE ANY SPECIFIC PROMISES ABOUT THE PRODUCT OR RELATED SERVICES. COMPANY IS PROVIDING THE PRODUCT AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Data protection
11.1 Customer owns the rights to its data as the data controller, and the Company acts as a data processor on the Customer's behalf. All processing by the Company of data provided by the Customer shall be in accordance with applicable laws. Company’s processing of data on behalf of the Customer shall therefore only be done as necessary to provide the Product.
11.2 Customer is obligated to keep user logins and passwords to the Product secret from any unauthorized users or third parties.
11.3 Customer is obligated to ensure that any personal data provided by the Customer and used in the Product is handled by Customer in accordance with all applicable laws.
12.1 Customer cannot assign its rights and obligations pursuant to the subscription agreement to a third party without the prior written consent of the Company. Such consent shall not be unreasonably withheld.
13. Intellectual property rights
13.1 Company retains all intellectual property rights, including without limitation copyrights, patent rights, trademark rights, know-how, etc. in and to the Product and related services. Company does not assign, transfer or grant to Customer any of Company’s intellectual property rights
13.2 Customer is not allowed to show, assign, license, sell, rent out, lend out, hand over, or pass on the Product to a third party without the written consent of Company.
13.3 Customer is not entitled to copy, reverse-engineer, disassemble, decompile, change or modify the Product or in any other way.
13.4 Customer is not entitled to change or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the Product.
14. Limitation of liability
14.1 The liability of either party is subject to laws in the State of Washington U.S.A, save for the exceptions and limitations as expressly set out in these Terms.
14.2 Company will only be liable for the Product. In no event shall Company be liable for any other products or services provided by Customer or third parties on behalf of Customer even if integrated with or used in conjunction with the Product.
14.3 Company will not be liable for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data or the restoration thereof (except as expressly set out in clause 14.4 below), product liability or personal injury arising out of the use of or inability to use the Product or data, including, but not limited to, business interruption, lost business or lost profits or savings. The aforesaid exclusions and limitations apply irrespective of whether such damages or losses are caused by acts or omissions by Company attributable to the Company as negligent (including both gross and simple negligence) or incidental.
14.4 In the case of loss of data, the sole liability of Company is to attempt to restore any lost data based on the most recent back-up copy available and to the extent commercially reasonable. Any and all liability for data irreversibly lost, irrespective of Company’s commercially reasonable efforts to restore such data, is limited in accordance with clause 14.5.
14.5 In addition to the exclusions and limitations of liability set forth in clause 10 and this clause 14, the entire liability of Company (whether in contract, tort, gross or ordinary negligence, strict liability, breach or termination of contract, claim of repayment or proportionate repayment, by statute or otherwise) to pay any damages, compensation or any other amounts during the term of these Terms is limited and capped to the lesser of the subscription fee paid by Customer to Company for the Product up to 12 months prior to the act or omission that the liability arises from or USD10,000.
14.6 Neither party will be liable for non-performance of its obligations, other than failure to pay any amounts due, in the event that a situation arises beyond its reasonable control including failure or breakdown of telecommunications networks, strikes, infrastructure breakdowns, natural disasters, epidemics, acts of terrorism, fires, floods, storms, sabotage, vandalism, damages caused by computer malware, hacking, war, civil wars, riots, nuclear disaster, etc. which such party could not have reasonably taken into account prior to the execution of these Terms.
15.1 All confidential information received by either party from the other party must be held in complete confidence by the receiving party and its directors, employees, advisers or representatives, and must not without the prior written consent of the Company be used for any purpose other than in connection with the fulfillment of the subscription agreement.
15.2 Confidential information does not include information which (i) has already passed into the public domain other than through breach of this confidentiality obligation; (ii) has been received from an independent third party other than through breach of a confidentiality obligation; or (iii) Customer can demonstrate has been independently developed by that party prior to disclosure.
15.3 All advertising, press releases, public announcements and public disclosures by a party relating to the subscription must be approved by both parties prior to release to any third party. This clause does not prevent a party from making such press releases, public announcements or public disclosures as may be required by law or otherwise are reasonably justified to protect a party’s legitimate interests.
15.4 The termination of the subscription agreement will not affect the parties' obligations under this clause 14.
16. Governing law and venue
16.1 The Customer’s subscription agreement, including these Terms, is governed by the State of Washington U.S.A.
16.2 Any dispute between Company and Customer arising out of the subscription to the Product or related services, and the Terms, will be subject to the jurisdiction of the State of Washington U.S.A.