PlatformCore Customer Terms of Service
Last Modified: January 1, 2021
• PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us
(PlatformCore). It describes the services we will provide to you, how we
will work together, and other aspects of our business relationship. It
is a legal document so some of the language is necessarily “legalese”,
but we have tried to make it as readable as possible. These terms are so
important that we cannot provide our products and services to you
unless you agree to them. By using the Subscription Service or receiving
the Consulting Services, you are agreeing to these terms.
We periodically update these terms. If you have an active
PlatformCore subscription, we will let you know when we do via an email
or in-app notification. You can find archived versions of the terms
here.
Finally, we know legal terms can sometimes be difficult to navigate, so we wanted to give you a roadmap of the Agreement:
A. DEFINITIONS This is where we provide the detail on
what the key defined terms in the Agreement mean. You can think of this
kind of like a contractual dictionary.
B. GENERAL COMMERCIAL TERMS. Here’s where you can find
the basics about how our Subscription Service and Consulting Services
are provided. For example, you can find information on access and
acceptable use. These terms apply to all of our products and service
offerings.
C. SUBSCRIPTION TERMS.Customers of ours subscribe to use
our software (yep, it’s SaaS), and there are some fundamental terms
that apply to each subscription. There are some differences between the
different types of subscriptions, and here’s where you can find that
detail.
D. PRODUCT DISCLOSURES. We offer several different
products and there are some important things to know before you use
them. We’ve collected these important things to know and you can find
them here.
E. GENERAL LEGAL TERMS As we mention above, this is a
contract, and contracts are filled with legal terms. In this section,
we’ve collected the many of the remaining legal terms that make up our
Customer Terms of Service.
F. JURISDICTION SPECIFIC TERMS With customers across the
globe, this final section is where we address most of the differences
in these terms that vary based on customer location.
• A. DEFINITIONS
“Paid Users” means those types of Users (defined below) for
which we charge you fees as set forth in our Product and Services
Catalog.
“Paid Users” means those types of Users (defined below) for
which we charge you fees as set forth in our Product and Services
Catalog.
"Billing Period" means the period for which you agree to prepay
fees under an Order Form, which will be the same as or shorter than the
Subscription Term. For example, if you subscribe to the Subscription
Service for a one (1) year Subscription Term, with a twelve (12) month
upfront payment, the Billing Period will be twelve (12) months.
"Communication Services" means third-party forums, online
communities, blogs, personal web pages, calendars, and/or other social
media communication facilities (such as Facebook, Twitter and LinkedIn)
linked to or from the Subscription Service that enable you to
communicate with the public or with a private group.
“Confidential Information” means all information provided by
you or us ("Discloser") to the other (“Receiver”), whether orally or in
writing that is designated as confidential. Confidential Information
will include Customer Data and information about the Discloser’s
business plans, technical data, and the terms of the Order. Confidential
Information does not include any information that (i) is or becomes
generally known to the public without breach of any obligation owed to
the Discloser or (ii) was known to the Receiver before receipt from the
Discloser.
"Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
"Contact Information" means the name, email address, phone
number, online user name(s), telephone number, and similar information
submitted by visitors to your landing pages on the Subscription Service
or uploaded by you to the Subscription Service.
"Consulting Services" means the professional services provided
to you by us, which may include training services, installation,
integration or other consulting services.
“Crowdsourced Data” means the information you submit to us (if
you use our CRM) to update the data in certain properties in our company
database. You’ll recognize these properties in PlatformCore CRM because
they are flagged with a grey ‘sprocket’ which turns orange on hover, or
highlighted in some other way, and are identified as being filled from
PlatformCore’s Insights database. Crowdsourced Data will not be
considered Customer Data or Confidential Information for purposes of
this Agreement.
"Customer Data" means all information that you submit or
collect via the Subscription Service. Customer Data does not include
Enrichment Data.
"Customer Materials" means all materials that you provide or
post, upload, input or submit for public display through the
Subscription Service.
"Email Send Limit" means the number of emails that you may send in any given calendar month.
For our Marketing Hub Products except for Marketing Hub
Starter, this limit is equal to ten (10) times the Maximum Contacts
number per month.
For our Marketing Hub Starter product, this limit is equal to five (5) times the Maximum Contacts number per calendar month.
“Enrichment Data” means the data we make available to you as
part of the Subscription Service and Crowdsourced Data. Enrichment Data
does not include personally identifiable information. We may obtain
Enrichment Data from public or third party sources and our internal data
processes provided from Customer Data.
“Free Services” means the Subscription Service or other
products or features made available by us to you on an unpaid trial or
free basis.
“Full-Service Marketing Hub Products” means our Marketing Hub Professional and Marketing Hub Enterprise marketing products.
"PlatformCore Content" means all information, data, text,
messages, software, sound, music, video, photographs, graphics, images,
and tags that we incorporate into the Subscription Service or Consulting
Services, including Enrichment Data.
"Maximum Contacts" means the maximum number of Contacts you are
permitted to use with the Subscription Service as identified in your
Order Form, plus any Contacts added as part of an upgrade.
"Order" or "Order Form" means the PlatformCore-approved form or
online subscription process by which you agree to subscribe to the
Subscription Service and purchase Consulting Services. Most Orders are
completed through our online payment process or via in-app purchase. The
Order may be referred to as a "Statement of Work" if you are purchasing
only Consulting Services.
“Product and Services Catalog” means PlatformCore’s Product and
Services Catalog available at
http://legal.PlatformCore.com/PlatformCore-product-and-services-catalog,
as updated by us from time-to-time.
"Sensitive Information" means (a) credit or debit card numbers;
personal financial account information; Social Security numbers or
local equivalents; passport numbers; driver’s license numbers or similar
identifiers; passwords; racial or ethnic origin; physical or mental
health condition or information; or other employment, financial or
health information, including any information subject to the Health
Insurance Portability and Accountability Act, the Payment Card Industry
Data Security Standards, and other regulations, laws or industry
standards designed to protect similar information; and (b) any
information defined under EU data protection laws as ‘Sensitive Personal
Data’.
• "Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Service" means all of our web-based inbound
marketing and sales applications, tools and platforms that you have
subscribed to by an Order Form or that we otherwise make available to
you, and are developed, operated, and maintained by us, accessible via
http://PlatformCore.com or another designated URL, and any ancillary
products and services, including website hosting, that we provide to
you.
"Subscription Term" means the initial term of your subscription
to the applicable Subscription Service, as specified on your Order
Form(s), and each subsequent renewal term (if any). For Free Services,
the Subscription Term will be the period during which you have an
account to access the Free Services.
"Third-Party Products" means non-embedded products and
professional services that are provided by third parties which
interoperate with or are used in connection with the Subscription
Service. These products and services include non-PlatformCore apps
available from, for example, the following: our integrations products
page, partner directory, template marketplace, links made available
through the Subscription Service and non-PlatformCore services listed on
services.PlatformCore.com.
"Third-Party Sites" means third-party websites linked to from
within the Subscription Service, including Communications Services.
"Users" means your employees, representatives, consultants,
contractors or agents who are authorized to use the Subscription Service
for your benefit and have unique user identifications and passwords for
the Subscription Service.
"PlatformCore", "we", "us" or “our” means the applicable
contracting entity as specified in the ‘Contracting Entity and
Applicable Law’ section.
"You", "your" or “Customer” means the person or entity using
the Subscription Service or receiving the Consulting Services and
identified in the applicable account record, billing statement, online
subscription process, or Order Form as the customer.
• B. GENERAL COMMERCIAL TERMS
1. Access. During the Subscription Term, we will provide you
access to use the Subscription Service as described in this Agreement
and the applicable Order. We may also provide you access to use our Free
Services at any time by activating them in your PlatformCore account.
We might provide some or all elements of the Subscription Service
through third party service providers.
2. Additional Features. You may subscribe to additional
features of the Subscription Service by placing an additional Order or
activating the additional features from within your PlatformCore account
(if this option is made available by us.). This Agreement will apply to
all additional Order(s) and all additional features that you activate
from within your PlatformCore account.
3. Availability. We try to make the Subscription Service
available 24 hours a day, 7 days a week, except for planned down-time
for maintenance.
4. Consulting Services. You may purchase Consulting Services by
placing an Order with us. Unless we otherwise agree, the Consulting
Services we provide are described in the Product and Services Catalog
and will be delivered in English. Fees for these Consulting Services are
in addition to your Subscription Fee. If you purchase Consulting
Services that recur, they will be considered part of your subscription
and will renew in accordance with your subscription.
All Consulting Services are performed remotely, unless you and we otherwise agree.
For Consulting Services performed on-site, you will reimburse
us our reasonable costs for all expenses incurred in connection with the
Consulting Services. Any invoices or other requests for reimbursements
will be due and payable within thirty (30) days of the date of the
invoice.
If there are a specific number of hours included in the
Consulting Services purchased, those hours will expire as indicated in
the applicable description, which expiration period will commence upon
purchase (the “Expiration Period”). If there are deliverables included
in the Consulting Services purchased, it is estimated that those
deliverables will be completed within the time period indicated as the
delivery period in the applicable description, which delivery period
will commence upon purchase (the “Delivery Period”). If there is no
Expiration Period or Delivery Period indicated, then it will be one
hundred and eighty (180) days from purchase. If the Consulting Services
provided are not complete at the end of the Delivery Period due to your
failure to make the necessary resources available to us or to perform
your obligations, such Consulting Services will be deemed to be complete
at the end of the Delivery Period. If the Consulting Services provided
are not complete at the end of the Delivery Period due to our failure to
make the necessary resources available to you or to perform our
obligations, the Delivery Period will be extended to allow us to
complete such Consulting Services.
We might provide some or all elements of the Consulting
Services through third party service providers. Consulting Services are
non-cancellable and all fees for Consulting Services are non-refundable.
5. Fees and Payments
a. Subscription Fees. The Subscription Fee will remain fixed
during the Subscription Term unless you: (i) exceed your Maximum
Contacts, Email Send Limit, User or other applicable limits (see the
‘Limits’ section below), (ii) upgrade products or base packages, (iii)
subscribe to additional features or products, including additional
Contacts, or (iv) unless otherwise agreed to in the Order.
For our products that have applicable User limits, you will be charged fees associated with all Paid Users.
b. Fee Adjustments in Next Billing Period. We determine the
Contact tier for the next Billing Period by reviewing the number of
Contacts in your account. For our Full-Service Marketing Products, we
complete this review between forty (40) and twenty-five (25) days before
the start of your next Billing Period. For our Marketing Hub Starter
product, we complete this review on the last day of your Billing Period.
If the number of Contacts in your account exceed your Maximum Contacts
when we complete this review, then your Subscription Fee will increase
at the beginning of the next Billing Period up to the tier price which
corresponds with the reviewed number of Contacts. Tier prices are as set
forth in our Product and Services Catalog.
We allow you to reasonably manage the number of Contacts during
the course of a Billing Period and will not count Contacts removed
before our review, unless these Contacts are temporarily removed to
avoid a fee increase. If Contacts are temporarily removed to avoid a fee
increase, we may consider the maximum number of Contacts from the
reviewed Billing Period for the purposes of determining your Contact
tier.
• This review and upgrade process will continue for each Billing Period during the Subscription Term.
c. Fee Adjustments During a Billing Period. For our
Full-Service Marketing Hub Products, the Subscription Fee will increase
during the course of a Billing Period if you exceed your Email Send
Limit in a Billing Period. In this case, the Subscription Fee will
increase to the tier price which corresponds with your maximum monthly
email sends from the current Billing Period.
For our Marketing Hub Starter product, if you reach your Email
Send Limit, you will not be able to send any more emails until the start
of the next calendar month, including emails pre-scheduled to go out
after reaching the Email Send Limit. Kick-back emails from form
conversion will not be interrupted. You may increase your Email Send
Limit by purchasing additional Contacts, in which case your fee will
increase during the course of a Billing Period.
The Subscription Fee will increase during a Billing Period up
to the corresponding base package and tier price (as set forth in our
Product and Services Catalog) if you exceed the subdomains limit, add
Paid Users, exceed other applicable limits (except as set forth in the
‘Fee Adjustments in Next Billing Period’ section), change or add
products, or subscribe to additional features for use during the Billing
Period. We may choose to decrease your fees upon written notice to you.
d. Fee Adjustments at Renewal. For our Sales Hub and Service
Hub products, upon renewal, your subscription will be adjusted to match
the number of Users actually assigned at the end of your then-current
Subscription Term, provided that, if you purchased a product with
included Users, then you’ll continue to have those Users included even
if they are not assigned. For our Marketing Hub Starter product, upon
renewal, your subscription will be adjusted to match Contact tier that
corresponds with the number of Contacts in your portal on the last day
of your then-current Subscription Term. For more detail on renewal
pricing, see the ‘Term and Renewal’ section below.
e. Payment by credit card. If you are paying by credit card,
you authorize us to charge your credit card or bank account for all fees
payable during the Subscription Term. You further authorize us to use a
third party to process payments, and consent to the disclosure of your
payment information to such third party.
f. Payment against invoice. If you are paying by invoice, we
will invoice you no more than forty-five (45) days before the beginning
of the Subscription Term and each subsequent Billing Period, and other
times during the Subscription Term when fees are payable. All amounts
invoiced are due and payable within thirty (30) days from the date of
the invoice, unless otherwise specified in the Order Form.
g. Payment Information. You will keep your contact information,
billing information and credit card information (where applicable) up
to date. Changes may be made on your Billing Page within your
PlatformCore account. All payment obligations are non-cancelable and all
amounts paid are non-refundable, except as specifically provided for in
this Agreement. All fees are due and payable in advance throughout the
Subscription Term. If you are a PlatformCore Agency Partner that
purchases on behalf of a client, you agree to be responsible for the
Order Form and to guarantee payment of all fees.
h. Sales Tax. All fees are exclusive of taxes, which we will
charge as applicable. You agree to pay any taxes applicable to your use
of the Subscription Service and performance of Consulting Services. You
shall have no liability for any taxes based upon our gross revenues or
net income. If you are located in the European Union, all fees are
exclusive of any VAT and you represent that you are registered for VAT
purposes in your member state. At our request, you will provide us with
the VAT registration number under which you are registered in your
member state. If you are subject to GST, all fees are exclusive of GST.
If you are required to deduct or withhold any tax, you must pay the
amount deducted or withheld as required by law and pay us an additional
amount so that we receive payment in full as if there were no deduction
or withholding.
• 6. Use and Limitations of Use
a. Acceptable Use. You will comply with our Acceptable Use Policy at http://legal.PlatformCore.com/acceptable-use ("AUP").
b. Prohibited and Unauthorized Use. You will not (i) use or
launch any automated system, including, "robots," "spiders," or "offline
readers," that sends more request messages to our servers in a given
period of time than a human can reasonably produce in the same period by
using a conventional browser; (ii) use the Subscription Service in any
manner that damages, disables, overburdens, or impairs any of our
websites or interferes with any other party's use of the Subscription
Service; (iii) attempt to gain unauthorized access to the Subscription
Service; (iv) access the Subscription Service other than through our
interface; or (v) use the Subscription Service for any purpose or in any
manner that is unlawful or prohibited by this Agreement.
You may not use the Subscription Service if you are legally
prohibited from receiving or using the Subscription Service under the
laws of the country in which you are resident or from which you access
or use the Subscription Service. The Subscription Service is not
designed to comply with industry-specific regulations such as the Health
Insurance Portability and Accountability Act (HIPAA), the
Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security
Management Act (FISMA), so you may not use the Subscription Service
where your communications would be subject to such laws. You agree not
to use data from the Subscription Service in legal proceedings or
otherwise as evidence.
You will notify us right away of any unauthorized use of your
Users’ identifications and passwords or your account by following the
instructions at http://help.PlatformCore.com.
c. No Sensitive Information. YOU AGREE NOT TO USE THE
SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE
INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR
USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE
INFORMATION.
d. Use of PlatformCore Directory and Community. If you use the
PlatformCore Directory (as defined in the PlatformCore Directory Terms
of Use), you agree to comply with the PlatformCore Directory Terms of
Use available at http://legal.PlatformCore.com/directory-tou. If you use
the PlatformCore Community (as defined in the PlatformCore Community
Terms of Use), you agree to comply with the PlatformCore Community Terms
of Use available at http://legal.PlatformCore.com/community-tou.
e. Use of Communication Services. You agree to use
Communication Services only in compliance with any terms of use
specified by each Communication Service. We do not control the content,
messages or information found in the Communication Services. We will not
have any liability with regards to the Communication Services and any
actions resulting from your use of the Communication Services.
f. Third-Party Sites and Products. Third-Party Sites and
Products are not under our control. Third-Party Sites and Products are
provided to you only as a convenience, and the availability of any
Third-Party Site or Product does not mean we endorse, support or warrant
the Third-Party Site or Product.
7. Subscription Term, Termination, Suspension
a. Term and Renewal. Your initial subscription period will be
specified in your Order, and, unless otherwise specified in your Order,
your subscription will automatically renew for the shorter of the
subscription period, or one year. To prevent renewal of the
subscription, the required notice must be provided within the timeframe
as specified in the ‘Subscription Types’ section below.
The renewal pricing set forth in your Order will apply, subject
to adjustment as specified in the ‘Fees and Payments’ section above. If
renewal pricing is not included in your Order, then our standard
pricing available in our Product and Services Catalog on the date of
renewal will apply. If you use our Free Services, we will make the Free
Services available to you free of charge until earlier of (a) the date
on which your free subscription is terminated or (b) the start date of
your paid subscription.
b. No Early Termination; No Refunds. The Subscription Term will
end on the expiration date and the subscription cannot be cancelled
early. We do not provide refunds if you decide to stop using the
PlatformCore subscription during your Subscription Term.
c. Termination for Cause. Either party may terminate this
Agreement for cause, as to any or all Subscription Services: (i) upon
thirty (30) days’ notice to the other party of a material breach if such
breach remains uncured at the expiration of such period, or (ii)
immediately, if the other party becomes the subject of a petition in
bankruptcy or any other proceeding relating to insolvency, cessation of
business, liquidation or assignment for the benefit of creditors. We may
also terminate this Agreement for cause on thirty (30) days’ notice if
we determine that you are acting, or have acted, in a way that has or
may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the
Subscription Term.
d. Suspension for Prohibited Acts. We may suspend any User’s
access to any or all Subscription Services without notice for: (i) use
of the Subscription Service in a way that violates applicable local,
state, federal, or foreign laws or regulations or the terms of this
Agreement, (ii) use of the PlatformCore email send service that results
in excessive hard bounces, SPAM complaints via feedback loops, direct
spam complaints (to our abuse desk), or requests for removal from a
mailing list by recipients, or (iii) repeated instances of posting or
uploading material that infringes or is alleged to infringe on the
copyright or trademark rights of any person or entity. We may, without
notice, review, edit and delete any Customer Data or Customer Materials
that we determine in good faith violate these terms or the AUP, provided
that, we have no duty to prescreen, control, monitor or edit your
Customer Data or Customer Materials.
e. Suspension for Non-Payment. We will provide you with notice
of non-payment of any amount due. Unless the full amount has been paid,
we may suspend your access to any or all of the Subscription Services
ten (10) days after such notice. We will not suspend the Subscription
Service while you are disputing the applicable charges reasonably and in
good faith and are cooperating diligently to resolve the dispute. If a
Subscription Service is suspended for non-payment, we may charge a
re-activation fee to reinstate the Subscription Service.
f. Suspension for Present Harm. If your website, or use of, the
Subscription Service: (i) is being subjected to denial of service
attacks or other disruptive activity, (ii) is being used to engage in
denial of service attacks or other disruptive activity, (iii) is
creating a security vulnerability for the Subscription Service or
others, (iv) is consuming excessive bandwidth, or (v) is causing harm to
us or others, then we may, with electronic or telephonic notice to you,
suspend all or any access to the Subscription Service. We will try to
limit the suspension to the affected portion of the Subscription Service
and promptly resolve the issues causing the suspension of the
Subscription Service. Nothing in this clause limits our right to
terminate for cause as outlined above, if we determine that you are
acting, or have acted, in a way that has or may negatively reflect on or
affect us, our prospects, or our customers.
g. Suspension and Termination of Free Services. We may suspend,
limit, or terminate the Free Services for any reason at any time
without notice. We may terminate your subscription to the Free Services
due to your inactivity.
h. Effect of Termination or Expiration. If your paid
subscription is terminated or expires, we will continue to make
available to you our Free Services provided however, this may not be the
case if your Agreement was terminated for cause. You may request the
deletion of your PlatformCore account after expiration or termination of
your subscription by sending a request to privacy@PlatformCore.com or
by following the instructions found here. You will continue to be
subject to this Agreement for as long as you have access to a
PlatformCore account.
Upon termination or expiration of this Agreement, you will stop
all use of the Subscription Service and PlatformCore Content, and if we
request, you will provide us written confirmation that you have
discontinued all use of Enrichment Data (unless, of course, you have a
source other than the Subscription Service for such Enrichment Data.) We
may or may not provide you the opportunity to retrieve Customer Data
after termination or expiration, depending on the type of applicable
subscription as specified in the ‘Retrieval of Customer Data’ section
below. If you terminate this Agreement for cause, we will promptly
refund any prepaid but unused fees covering use of the Subscription
Service after termination. If we terminate this Agreement for cause, you
will promptly pay all unpaid fees due through the end of the
Subscription Term. Fees are otherwise non-refundable.
• C. SUBSCRIPTION TYPE TERMS
1. Subscription Types. We offer three main types of
subscriptions: (1) Full-Service Subscriptions, (2) Limited Service
Subscriptions, and (3) Free Subscriptions. There are different terms
that apply depending on the subscription you purchase, and we cover
those differences in this section. Unless otherwise agreed to in an
Order, the following subscription types apply to the products specified:
(1) Full-Service Subscriptions: Marketing Hub Enterprise,
Marketing Hub Professional, and paid Add-Ons to our Full-Service
Marketing Hub Products.
(2) Limited Service Subscriptions: Marketing Hub Starter, Sales
Hub products, Service Hub products and paid Add-Ons to these products
or the PlatformCore CRM.
(3) Free Subscriptions: PlatformCore CRM and all other products
for which you do not pay us a Subscription Fee that we do not otherwise
name in this ‘Subscription Types’ section.
2. Limits. The limits that apply to you will be specified in
your Order Form, this Agreement or in our Product and Services Catalog,
and for our Free Subscriptions, these limits may also be designated only
from within the product itself. You must be 18 years of age (or 20
years of age, if you are subject to the laws of Japan) or older to use
the Subscription Service.
For our Full-Service Subscriptions, if we make modifications to
the limits set forth in the Product and Services Catalog that would
negatively impact you, these modifications will not apply to you until
the start of your next renewal Subscription Term. On renewal, the
current product United Kingdomge limits in our Product and Services
Catalog will apply to your subscription, unless you and we otherwise
agree.
For our Limited Service Subscriptions, we may change the limits that apply to you at any time in our sole discretion.
For our Free Subscriptions, we may change the limits that apply
to your use at any time in our sole discretion without notice to you,
regardless of whether or not these are used in conjunction with other
products or services for which you pay us a fee.
3. Downgrades. For our Full-Service Subscriptions, you may not
downgrade your subscription and in order to avoid additional charges,
you should purchase the appropriate tier of Subscription Service for
your anticipated needs. For our Limited Service Subscriptions, you may
downgrade your subscription at the start of your next renewal
Subscription Term, as specified in the ‘Fee Adjustments at Renewal’
section above.
4. Modifications. We modify the Subscription Service from time
to time, including by adding or deleting features and functions, in an
effort to improve your experience.
For our Full-Service Subscriptions, we will not make changes to
the Subscription Service that materially reduce the functionality
provided to you during the Subscription Term.
For our Limited Service Subscriptions and Free Subscriptions,
we may make changes that materially reduce the functionality provided to
you during the Subscription Term.
5. Customer Support. If you pay us a Subscription Fee for our
Professional or Enterprise edition products, phone, email and in-app
support is included at no additional cost. Phone support for these
Subscriptions is available from 8pm Sunday to 8pm Friday EST (Eastern
Standard Time), with reduced hours during holidays in Singapore,
Ireland, and the US. We accept email and in-app support questions 24
Hours per Day x 7 Days per Week. Email and in-app questions can be
submitted through the help widget in the lower right hand corner of your
account or by following the link at http://help.PlatformCore.com. Email
and in-app responses are provided during phone support hours only. We
attempt to respond to email and in-app support questions within one
business day; in practice, our responses are generally even faster. We
do not promise or guarantee any specific response time. We may limit or
deny your access to support if we determine, in our reasonable
discretion, that you are acting, or have acted, in a way that results or
has resulted in misuse of support or abuse of PlatformCore
representatives. Issues resulting from your use of API's or your
modifications to code in the Subscription Service may be outside the
scope of support. We will only provide support for integrations which
are listed in-app as being supported by PlatformCore.
If you do not pay a Subscription Fee, support is available to
you through the PlatformCore Community available at:
community.PlatformCore.com.
6. Notice of Non-Renewal. Your subscription will automatically renew according to the ‘Term and Renewal’ section above.
Unless otherwise specified in your Order, to prevent renewal of
a Full-Service Subscription, you or we must give written notice of
non-renewal and this written notice must be received no less than ten
(10) days in advance of the end of the Subscription Term.
Unless otherwise specified in your Order, to prevent renewal of
a Limited Service Subscription, you or we must give written notice of
non-renewal and this written notice must be received before the next
renewal period begins.
If you decide not to renew, you may send this non-renewal
notice to us by indicating that you do not want to renew by turning
auto-renew off by accessing the billing details information in your
PlatformCore account, or by following the steps here, as applicable.
To prevent continuation of the Subscription Term of a Free Subscription, you or we may close your account.
7. Retrieval of Customer Data. For our Full-Service
Subscriptions, as long as you have paid all fees owed to us, if you make
a written request within thirty (30) days after termination or
expiration of your subscription, we will provide you with temporary
access to the Subscription Service to retrieve, or we will provide you
with copies of, all Customer Data then in our possession or control. If
we provide you with temporary access to the account, we may charge a
re-activation fee. We may withhold access to Customer Data until you pay
any fees owed to us. Thirty (30) days after termination or expiration
of your Subscription, we will have no obligation to maintain or provide
you the Customer Data and may, unless legally prohibited, delete all
Customer Data in our systems or otherwise in our control.
For our Limited Service and Free Subscriptions, we will not
provide you with any access to Customer Data after termination or
expiration of your subscription.
• D. PRODUCT DISCLOSURES
For important information on our products, please visit our PlatformCore Product Disclosures page found here.
• E. GENERAL LEGAL TERMS
1. Customer Data
a. Limits on PlatformCore. We will not use, or allow anyone
else to use, Customer Data to contact any individual or company except
as you direct or otherwise permit. We will use Customer Data only in
order to provide the Subscription Service and Consulting Services to you
and only as permitted by applicable law, this Agreement, and our
Privacy Policy, located at http://legal.PlatformCore.com/privacy-policy.
If you have engaged with a partner of ours that participates in our
Agency Partner Program, we may monitor your partner’s activity within
your PlatformCore account and make information related to your
subscription available to your partner for the purposes of managing and
improving the PlatformCore Agency Partner Program. We will not use
Contact Information for our own marketing purposes.
b. Aggregate Data. We may monitor use of the Subscription
Service by all of our customers and use the information gathered in an
aggregate and anonymous manner. You agree that we may use and publish
such information, provided that such information does not incorporate
any Customer Data and/or identify you. We may, however, use Customer
Data as part of internal data processes to develop and improve
Enrichment Data. With these internal data processes, in no event will
Customer Data be disclosed, included within or provided to other
customers or third parties. For clarity any data provided to other
customers or third parties will only be in an aggregated and anonymous
manner.
c. Safeguards. We will maintain commercially appropriate
administrative, physical, and technical safeguards to protect Customer
Data. You consent to the processing of Customer Data in the United
States.
2. PlatformCore’s Proprietary Rights. This is an Agreement for
access to and use of the Subscription Service, and you are not granted a
license to any software by this Agreement. The Subscription Service and
Consulting Services are protected by intellectual property laws, they
belong to and are the property of us or our licensors (if any), and we
retain all ownership rights to them. You agree not to copy, rent, lease,
sell, distribute, or create derivative works based on the PlatformCore
Content, the Subscription Service, or the Consulting Services in whole
or in part, by any means, except as expressly authorized in writing by
us. Our trademarks include, but aren’t limited to, those listed at
http://platformcore.com/legal/trademarks (which we may update at any
time without notice to you) and you may not use any of these without our
prior written permission.
If we make Enrichment Data available to you, then you may only
use that Enrichment Data in connection with your use of the Subscription
Service (unless, of course, you have a source other than the
Subscription Service for such Enrichment Data.) Enrichment Data may be
made available to you based on Customer Data, but we will not use your
Customer Data to enrich data for other parties, except as we describe in
the 'Aggregate Data' section below. The Enrichment Data we provide may
be provided from or through third party service providers or public
sources.
We encourage all customers to comment on the Subscription
Service or Consulting Services, provide suggestions for improving it,
and vote on suggestions they like. You agree that all such comments and
suggestions will be non-confidential and that we own all rights to use
and incorporate them into the Subscription Service or Consulting
Services, without payment or attribution to you.
3. Customer’s Proprietary Rights. As between the parties, you
own and retain all rights to the Customer Materials and Customer Data.
This Agreement does not grant us any ownership rights to Customer
Materials or Customer Data. You grant permission to us and our licensors
to use the Customer Materials and Customer Data only as necessary to
provide the Subscription Service and Consulting Services to you and as
permitted by this Agreement. If you are using the Subscription Service
or receiving Consulting Services on behalf of another party, then you
represent and warrant that you have all sufficient and necessary rights
and permissions to do so.
4. Confidentiality. The Receiver will: (i) protect the
confidentiality of the Confidential Information using the same degree of
care that it uses with its own confidential information of similar
nature, but with no less than reasonable care, (ii) not use any
Confidential Information for any purpose outside the scope of this
Agreement, (iii) not disclose Confidential Information to any third
party (except our third party service providers), and (iv) limit access
to Confidential Information to its employees, contractors, advisors and
agents. Upon notice to the Discloser, the Receiver may disclose
Confidential Information if required to do so under any federal, state,
or local law, statute, rule or regulation, subpoena or legal process.
5. Publicity. You grant us the right to add your name and company logo to our customer list and website.
6. Indemnification. You will indemnify, defend and hold us
harmless, at your expense, against any third-party claim, suit, action,
or proceeding (each, an "Action") brought against us (and our officers,
directors, employees, agents, service providers, licensors, and
affiliates) by a third party not affiliated with us to the extent that
such Action is based upon or arises out of (a) unauthorized or illegal
use of the Subscription Service by you, (b) your noncompliance with or
breach of this Agreement, (c) your use of Third-Party Products, or (d)
the unauthorized use of the Subscription Service by any other person
using your User information. We will: notify you in writing within
thirty (30) days of our becoming aware of any such claim; give you sole
control of the defense or settlement of such a claim; and provide you
(at your expense) with any and all information and assistance reasonably
requested by you to handle the defense or settlement of the claim. You
shall not accept any settlement that (i) imposes an obligation on us;
(ii) requires us to make an admission; or (iii) imposes liability not
covered by these indemnifications or places restrictions on us without
our prior written consent.
• 7. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS
MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY,
RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE
SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE,
PlatformCore CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE.
APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL
TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE,
PlatformCore CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS"
WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES
AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH
REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES,
INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR
BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY
TO YOU IF YOU ONLY USE THE FREE SERVICES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR
PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE
‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR
INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF
THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE
OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE
LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUnited
KingdomND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR
THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT
GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT
APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE
ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING
FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE
LIMITED TO ONE HUNDRED U.S. DOLLARS.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT
TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO
LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
e. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT
ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT
PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
• 8. Miscellaneous
a. Amendment; No Waiver. We may update and change any part or
all of these Customer Terms of Service, including the fees and charges
associated with the use of the Subscription Service (but, your fees and
charges won’t change during the Subscription Term except as we explain
in the ‘Fees and Payments’ section above.) If we update or change these
Customer Terms of Service, the updated Customer Terms of Service will be
posted at http://legal.PlatformCore.com/terms-of-service and we will
let you know via email or in-app notification. The updated Customer
Terms of Service will become effective and binding on the next business
day after it is posted. When we change these Customer Terms of Service,
the "Last Modified" date above will be updated to reflect the date of
the most recent version. If you would like to receive an email
notification when we update the Customer Terms of Service, complete the
form found at https://legal.PlatformCore.com/subscribe-tos-updates. For
the Product Disclosures page, if we make updates or changes we will
provide notice of those changes at our discretion. The updated Product
Disclosures page will be effective upon posting. We encourage you to
review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms
of Service, you must notify us in writing within thirty (30) days after
receiving notice of modification. If you give us this notice, your
subscription will continue to be governed by the terms and conditions of
the Customer Terms of Service prior to modification for the remainder
of your current term. Upon renewal, the Customer Terms of Service
published by us on our website will apply.
No delay in exercising any right or remedy or failure to object
will be a waiver of such right or remedy or any other right or remedy. A
waiver on one occasion will not be a waiver of any right or remedy on
any future occasion.
b. Force Majeure. Neither party will be responsible for failure
or delay of performance if caused by: an act of war, hostility, or
sabotage; act of God; electrical, internet, or telecommunication outage
that is not caused by the obligated party; government restrictions; or
other event outside the reasonable control of the obligated party. Each
party will use reasonable efforts to mitigate the effect of a force
majeure event.
c. Actions Permitted. Except for actions for nonpayment or
breach of a party’s proprietary rights, no action, regardless of form,
arising out of or relating to this Agreement may be brought by either
party more than one (1) year after the cause of action has accrued
d. Relationship of the Parties. You and we agree that no joint
venture, partnership, employment, or agency relationship exists between
us.
e. Compliance with Laws. We will comply with all U.S. state and
federal laws (where applicable) in our provision of the Subscription
Service, the Consulting Services and our processing of Customer Data. We
reserve the right at all times to disclose any information as necessary
to satisfy any law, regulation, legal process or governmental request.
You will comply with all laws in your use of the Subscription Service
and Consulting Services, including any applicable export laws. You must
comply with all applicable laws related to the recording of phone calls
and ensure all proper consent to record is obtained prior to making any
such recording. You will comply with the sanctions programs administered
by the Office of Foreign Assets Control (OFAC) of the U.S. Department
of the Treasury. You will not directly or indirectly export, re-export,
or transfer the Subscription Service or Consulting Services to
prohibited countries or individuals or permit use of the Subscription
Service or Consulting Services by prohibited countries or individuals.
f. Severability. If any part of this Agreement or an Order Form
is determined to be invalid or unenforceable by applicable law, then
the invalid or unenforceable provision will be deemed superseded by a
valid, enforceable provision that most closely matches the intent of the
original provision and the remainder of this Agreement will continue in
effect.
g. Notices. Notice will be sent to the contact address set
forth herein, and will be deemed delivered as of the date of actual
receipt.
To PlatformCore, 65, rue de la Croix 92000 Nanterre, France. Attention: General Counsel.
To you: your address as provided in our PlatformCore
Subscription account information for you. We may give electronic notices
by general notice via the Subscription Service and may give electronic
notices specific to you by email to your e-mail address(es) on record in
our account information for you or through the notifications center of
the Subscription Service. We may give notice to you by telephone calls
to the telephone numbers on record in our account information for you.
You must keep all of your account information current.
h. Entire Agreement. This Agreement (including each Order),
along with our Privacy Policy and AUP, is the entire agreement between
us for the Subscription Service and Consulting Services and supersedes
all other proposals and agreements, whether electronic, oral or written,
between us. We object to and reject any additional or different terms
proposed by you, including those contained in your purchase order,
acceptance or website. Our obligations are not contingent on the
delivery of any future functionality or features of the Subscription
Service or dependent on any oral or written public comments made by us
regarding future functionality or features of the Subscription Service.
We might make versions of this Agreement available in languages other
than English. If we do, the English version of this Agreement will
govern our relationship and the translated version is provided for
convenience only and will not be interpreted to modify the English
version of this Agreement.
i. Assignment. You will not assign or transfer this Agreement,
including any assignment or transfer by reason of merger,
reorganization, sale of all or substantially all of your assets, change
of control or operation of law, without our prior written consent, which
will not be unreasonably withheld. We may assign this Agreement to any
affiliate or in the event of merger, reorganization, sale of all or
substantially all of our assets, change of control or operation of law.
j. No Third Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any third party
person or entity any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
k. Contract for Services. This Agreement is a contract for the
provision of services and not a contract for the sale of goods. The
provisions of the Uniform Commercial Code (UCC), the Uniform Computer
Information Transaction Act (UCITA), or any substantially similar
legislation as may be enacted, shall not apply to this Agreement. If you
are located outside of the territory of the United States, the parties
agree that the United Nations Convention on Contracts for the
International Sale of Goods shall not govern this Agreement or the
rights and obligations of the parties under this Agreement.
l. Authority. Each party represents and warrants to the other
that it has full power and authority to enter into this Agreement and
that it is binding upon such party and enforceable in accordance with
its terms.
m. Survival. The following sections shall survive the
expiration or termination of this Agreement: 'Definitions’, ‘Fees and
Payments’, 'Prohibited and Unauthorized Use', ‘No Early Termination; No
Refunds’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’,
‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension
and Termination of Free Services’, ‘Effect of Termination or
Expiration’, ‘Retrieval of Customer Data’, ‘PlatformCore’s Proprietary
Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality’,
‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’,
‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.
Additionally, the following sections of the Product Disclosures page
shall survive expiration or termination of this Agreement: ‘Crowdsourced
Data’, and ‘Alpha/Beta Services’.
n. Precedence. In the event of a conflict between the terms of
the Customer Terms of Service and an Order, the terms of the Order shall
control, but only as to that Order.
• F. JURISDICTION SPECIFIC TERMS
1. Contracting Entity and Applicable Law. Your physical address
determines which PlatformCore entity you are contracting with for the
Subscription and Consulting Services. For this Agreement, “located in”
means your shipping or physical address.
If you are located in North America or South America, then you
are contracting with PlatformCore SASU and this Agreement is governed by
the laws of the Commonwealth of Massachusetts, U.S.A. without reference
to conflicts of law principles. For contracts with PlatformCore SASU
both parties consent to the exclusive jurisdiction and venue of the
courts in Boston, Massachusetts, U.S.A. for all disputes arising out of
or relating to the use of the Subscription Service or the Consulting
Services. Provided however, if you are located in Colombia and paying
your Subscription Fees in Colombian Pesos, you are contracting with
PlatformCore Latin America S.A.S. and this Agreement is governed by the
laws of Colombia without reference to conflict of law principles.
If you are located in Europe (including Russia, but excluding
those countries indicated below as being part of the DACH Region), the
Middle East, Africa or Antarctica, then you are contracting with
PlatformCore France and this Agreement is governed by the laws of the
Republic of France without reference to conflicts of law principles. For
contracts with PlatformCore, both parties consent to the exclusive
jurisdiction and venue of courts in Paris, France for all disputes
arising out of or relating to the use of the Subscription Service or the
Consulting Services.
If you are located in a geographic region that does not fall
into one of the designations described above, or if you use only the
Free Services, then you are contracting with PlatformCore.
• 2. EU/EEA and Switzerland Data Processing.
PlatformCore. participates in and has certified its compliance
with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks as set forth
by the U.S. Department of Commerce regarding the collection, use, and
retention of Personal Data (as defined in the PlatformCore Data
Processing Agreement) transferred from the European Economic Area and/or
Switzerland, as applicable, to the U.S. For additional detail on our
commitments with respect to the EU-U.S. and Swiss-U.S. Privacy Shield
Frameworks, see our Privacy Policy. To the extent that PlatformCore
processes any Personal Data as part of Customer Data that is subject to
the General Data Protection Regulation (the “GDPR”), on Customer’s
behalf, in the provision of the services hereunder, the terms of the
PlatformCore Data Processing Agreement, which are hereby incorporated by
reference, shall apply. For customers that are located in the European
Union or the European Economic Area, the Standard Contractual Clauses
adopted by the European Commission, attached to the Data Processing
Agreement, with PlatformCore SASU which provide adequate safeguards with
respect to the personal data processed by us under this Agreement and
pursuant to the provisions of our Data Processing Agreement apply. You
acknowledge in all cases that PlatformCore acts as the data processor of
Customer Data and you are the data controller of Customer Data under
applicable data protection regulations in the European Union and
European Economic Area. Customer will obtain and maintain any required
consents necessary to permit the processing of Customer Data under this
Agreement. If you are subject to the GDPR you understand that if you
give an integration provider access to your PlatformCore account, you
serve as the data controller of such information and the integration
provider serves as the data processor for the purposes of those data
laws and regulations that apply to you. In no case are such integration
providers our sub-processors.
3. Germany. If you are contracting with PlatformCore Germany
GmbH, then the following provisions apply to you. In the event of a
conflict between the terms in this ‘Germany’ section and the terms
otherwise set forth in this Agreement, the terms of this ‘Germany’
section shall control.
a. Defects. If the Subscription Service is determined to have a
defect, you will notify us in writing. We will remedy material defects
in a reasonable period of time. If we cannot, then we will refund to you
the pro-rata amount of fees actually paid applicable to the unremedied
material defect. You cannot deduct this amount from your Subscription
Fee, unless your claim is undisputed or has been confirmed by a final
court judgment. You will not have a claim for a defect under this
section if: (i) it is caused by your use of the Subscription Service in
violation of this Agreement, or (ii) is a defect relating to our Free
Services that has not been maliciously concealed by us. Subject to the
limitation of liability set forth in this Agreement, the refund
described in this section is your sole and exclusive remedy for defect
claims.
b. Termination for Cause. The ‘Termination for Cause’ section set forth above is replaced in its entirety with the following:
b. Termination for Cause. The ‘Termination for Cause’ section set forth above is replaced in its entirety with the following:
This Agreement may not otherwise be terminated prior to the end
of the Subscription Term. The right of either party to terminate this
Agreement for a compelling reason under a claim of extraordinary
termination under the German Civil Code shall remain unaffected.”
c. Compliance with Laws. We will comply with all E.U.
Regulations (where applicable) in our provision of the Subscription
Service, the Consulting Services and our processing of Customer Data. We
reserve the right at all times to disclose any information as necessary
to satisfy any law, regulation, legal process or governmental request.
You will comply with all laws in your use and receipt of the
Subscription Service and Consulting Services, including any applicable
export laws. You must comply with all applicable laws related to the
recording of phone calls and ensure all proper consent to record is
obtained prior to making any such recording. You will comply with the
sanctions programs administered by the Office of Foreign Assets Control
(OFAC) of the U.S. Department of the Treasury. You will not directly or
indirectly export, re-export, or transfer the Subscription Service or
Consulting Services to prohibited countries or individuals or permit use
of the Subscription Service or Consulting Services by prohibited
countries or individuals.
d. Disclaimers; Limitations of Liability. The ‘Disclaimers;
Limitations of Liability’ set forth above is replaced in its entirety
with the following:
"a. Disclaimer of Warranties. OUR SUBSCRIPTION SERVICE AND
CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN
ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE
AND SKILL. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR
WARRANTIES ABOUT THE SUITABILITY OF THE SUBSCRIPTION SERVICE, DATA MADE
AVAILABLE FROM THE SUBSCRIPTION SERVICE, PlatformCore CONTENT, OR THE
CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC
RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE
SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE,
PlatformCore CONTENT, OR THE CONSULTING SERVICES, EXCEPT IF AGREED
SEPARATELY.
ANY LIABILITY FOR DEFECTS EXISTING UPON CONCLUSION OF THESE TERMS ACCORDING TO SECTION 536a GERMAN CIVIL CODE SHALL BE EXCLUDED.
APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.
OUR FREE SERVICES, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT
WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH
REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES,
INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. Full Liability. We will be liable to you without limit for
loss or damage you actually suffer that is caused by: (i) our fraudulent
action, (ii) our willful action, (iii) our gross negligence, (iv) our
damage to life, body or health, or (v) our action that would give rise
to a claim under the German Product Liability Act and/or (vi) from a
guarantee of characteristics (“zugesicherte Eigenschaft”). Provided
however, the limitations otherwise set forth below shall apply to: (w)
our Free Services, (x) those losses or damages caused by our slight
negligence, (y) those losses or damages caused by gross negligence of
employees who are not legal representatives or senior employees, and (z)
our strict liability that may arise from material defects in the
Subscription Service that were already in existence at the commencement
of your subscription. The claims for which we will be liable to you
without limit in accordance with this section are collectively referred
to as “Full Liability Claims”.
c. No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO
THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR
LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.
d. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR
PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE
‘INDEMNIFICATION’ SECTION, YOUR LIABILITY FOR VIOLATION OF OUR
INTELLECTUAL PROPERTY RIGHTS, AND OUR LIABILITY FOR FULL LIABILITY
CLAIMS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER
PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY
THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY
WILL BE LIMITED TO THE LESSER OF FIVE THOUnited KingdomND U.S. DOLLARS
OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE
IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM;
PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE
THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY
LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE
SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED
U.S. DOLLARS.
e. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT
TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO
LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
f. EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND LIABILITY CLAIMS SHALL BE ONE YEAR."
4. France. If you are contracting with PlatformCore then the
following provisions apply to you. In the event of a conflict between
the terms in this ‘France’ section and the terms otherwise set forth in
this Agreement, the terms of this ‘France’ section shall control.
a. Compliance with Laws. We will comply with all E.U.
Regulations (where applicable) in our provision of the Subscription
Service, the Consulting Services and our processing of Customer Data. We
reserve the right at all times to disclose any information as necessary
to satisfy any law, regulation, legal process or governmental request.
You will comply with all laws in your use and receipt of the
Subscription Service and Consulting Services, including any applicable
export laws. You must comply with all applicable laws related to the
recording of phone calls and ensure all proper consent to record is
obtained prior to making any such recording. You will comply with the
sanctions programs administered by the Office of Foreign Assets Control
(OFAC) of the U.S. Department of the Treasury. You will not directly or
indirectly export, re-export, or transfer the Subscription Service or
Consulting Services to prohibited countries or individuals or permit use
of the Subscription Service or Consulting Services by prohibited
countries or individuals.
5. Japan. If you are contracting with PlatformCore Japan KK,
then you represent and warrant that you, and your officers, directors,
and material shareholders, are not: (i) Anti-Social Forces (defined
below), and have not been for at least the last five years, and (ii)
involved with Anti-Social Forces, including, without limitation,
involvement by management, utilization, or provision of funding or
favors. We may immediately terminate this Agreement for cause in the
event of a breach of any of these representations and warranties. For
the purposes of this section "Anti-Social Forces" means, collectively,
an organized crime group (bouryokudan) or a member or affiliate thereof,
a corporate racketeer (soukaiya), a rogue person or group advocating a
social or political movement, or any other anti-social forces. If you
are not contracting with PlatformCore Japan KK, then this section does
not apply to you.
6. Colombia. If you are contracting with PlatformCore Latin
America S.A.S., then the following provisions apply to you. In the event
of a conflict between the terms in this ‘Colombia’ section and the
terms otherwise set forth in this Agreement, the terms of this
‘Colombia’ section shall control.
a. Limitation of Liability. The ‘Limitation of Liability’
section set forth above is replaced in its entirety with the following:
“EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY
ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND
YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF,
NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS
DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY,
THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE
THOUnited KingdomND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY
PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING
THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION
SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS
CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD
PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE
LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.”
b. Compliance with Laws. The ‘Compliance with Laws’ section set forth above is replaced in its entirety with the following:
“We will comply with all Colombian laws (where applicable) in
our provision of the Subscription Service, the Consulting Services and
our processing of Customer Data. We reserve the right at all times to
disclose any information as necessary to satisfy any law, regulation,
legal process or governmental request. You will comply with all laws in
your use and receipt of the Subscription Service and Consulting
Services, including any applicable export laws. You must comply with all
applicable laws related to the recording of phone calls and ensure all
proper consent to record is obtained prior to making any such recording.
You will comply with the sanctions programs administered by the Office
of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
You will not directly or indirectly export, re-export, or transfer the
Subscription Service or Consulting Services to prohibited countries or
individuals or permit use of the Subscription Service or Consulting
Services by prohibited countries or individuals."
c. Spanish Version. Notwithstanding anything to the contrary in
the ‘Entire Agreement’ section, to the extent required by applicable
law, the Spanish version of the Agreement and Order(s) that we make
available to you will govern our relationship in the event of a dispute.
