BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN TELANIA, LLC. ("OUR", "US", "WE", THE “COMPANY” OR "AZIMIO"), AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SUBSCRIPTION MANAGEMENT AND BILLING SOFTWARE SERVICE.
THE AZIMIO SERVICE (THE "SOFTWARE" OR "SERVICE") ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. OUR SOFTWARE IS LICENSED, NOT SOLD.
1. Regarding Azimio Service
A. By paying a monthly fee and as long as you are a customer of Azimio, you are granted a right to use the Azimio Service (the “Service”) subject to the restrictions set forth in this TOS agreement and any other restrictions stipulated to you by us in writing.
B. By selecting Azimio as a service and utilizing it, you agree to pay for the service in accordance with our service fees and to pay the service fee until you cancel your account with Azimio.
C. A minimum payment of the service fee ($0.00) is required immediately upon signup for the Production Azimio Service.
D. Azimio may revise its fees upon 30 days prior notice.
E. You must supply Azimio with current and complete information to register for Service.
F. You can terminate your account at any time; and Azimio reserves the right, in its sole discretion, to terminate your account if you violate this Agreement.
G. Azimio keeps a protected copy of the credit card numbers of your users. This billing data belongs to you (and your customers) and by utilizing the Service, you grant Azimio a license to use this data for the purposes of fulfilling our Service obligations to you.
2. Modification to Service
Azimio may change, suspend, or discontinue all or any part of the Service at any time, with or without reason. You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Azimio shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Service. Azimio has no obligation to continue producing or releasing new versions of the Service.
3. Service Implementation, Registration and Payment Terms.
A. You agree to use the Service only through your website or software application (the "Site") and we reserve approval authority as to the implementation and use of the Service on the Site. We may suspend the Service in the event we find any implementation issues with the Site. Such suspension shall remain in effect until you correct any issues specified by Azimio and a suspension shall not relieve you of your payment obligations under the Agreement.
B. You agree to provide us with current, complete and accurate registration information for the Service and to maintain and properly update such information ("Registration Data"). If you are using the Service to conduct credit card transactions through the Site, you shall set up and maintain an account that is capable of receiving funds through a credit card account ("Card Account"). You authorize us to confirm that the Card Account is and remains in good standing with a financial institution as long as you are using the Service. You authorize us to obtain credit reports or other background inquiries from time to time to assess your eligibility to continue use of the Service.
C. You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as "IDs"). You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
D. Azimio will submit your customers’ payment information to the applicable payment gateway and will charge you a fee based number of transactions processed by the Service. Monthly charges for the Service will be at the rates set forth by Service type and agreed upon by you in the Registration process. Such charges may be modified by Azimio upon 30 days prior written notice. Payments reflecting charges for the prior month’s use of the Service will be deducted from your authorized credit card promptly following the end of each calendar month. Prices established in this Agreement, and in any schedule, exhibit or related agreement hereto, are exclusive of taxes and other fees which may be imposed on Azimio or you for the provision or use of the Service. You will be responsible for such taxes and other fees. Tax exempt status will be granted to you upon presentation of a satisfactory certificate of exemption.
E. Azimio is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or your customers that are deceptive, fraudulent or otherwise invalid ("Fraudulent Actions"). By using the Service, you hereby release Azimio from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Azimio of any Fraudulent Actions which may affect the Service. Azimio reserves the right, in its sole discretion, to terminate your account if you engage in, or enable any other user or customer to engage in, Fraudulent Actions.
4. Service Use and Limitations.
A. We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
B. We will be sending information to your payment gateway service provider; however, we make no representation as to the availability of your payment gateway service provider and are not responsible for any downtime or system outage of your payment gateway service provider.
C. Azimio is a subscription management and billing software service, as well as a payment gateway service. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) We will not be holding any monies for you or your customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit-card or online payment transaction.
5. Proprietary Rights
(a) The Service contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the Service, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “Company Property”). You may not copy, modify, or reverse engineer any part of the Service owned by the Company.
(b)Subject to the terms and conditions hereof, Company hereby grants you a limited, revocable, nonsublicensable license to display the Company Property (excluding any software code) solely for personal, non-commercial use in connection with viewing the Service or other uses which are expressly permitted by the Company in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the Service’s logo or other Company Property (collectively, “Derivative Works”) are the sole property of the Company. No other rights are granted to you with respect to the Company Property other than those rights granted explicitly herein, including with respect to any Derivative Works.
(c)Any text, images, or other audiovisual information (collectively, “Content”) posted on the Service shall belong to the person that posted such Content. You may use any Content posted by you in any other way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.
(d)In order to operate the Service, the Company needs the right to make certain uses of your publicly posted Content. Therefore, when you post Content on the Service, you agree to grant the Company an irrevocable, perpetual, worldwide, royalty-free, fully sublicenseable, non-exclusive license to copy, distribute, publicly display, publicly perform and make derivative works of your Content on the Service and on Service affiliated with the Service regardless of the form of media used or of whether such Service now exist or are developed in the future. By posting Content to the Service, you hereby represent and warrant that you have the right to post that Content and to grant the foregoing rights to the Company.
(e)The Company reserves the right to remove any Content from the service, at its sole discretion.
(f)The Company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company's copyright agent:
The Company's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
173 Sears Avenue, Suite 282
Louisville, KY 40207
By phone: 877-624-7226
By email: firstname.lastname@example.org
6. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v) ANY OTHER MATTER RELATING TO THE SERVICE. 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 ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE UNDER THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SOFTWARE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SOFTWARE.