AspireVue Cloud Platform
Terms of Service Agreement
These AspireVue Cloud Platform Terms of Service (“Agreement”) is entered into by Prepare to Change (“P2C/AspireVue”) and the entity or person agreeing to these terms (“Customer” or “End User”) and govern Customer’s access to and use of the Services.
This Agreement is effective and binding effective on the date when Customer creates an account within the AspireVue Platform.
- Provision of Services. During the Term, P2C/AspireVue will provide the Services in accordance with the Agreement, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement. P2C/AspireVue will maintain administrative, physical, and technical safeguards to protect Customer data.
- Acceptable Use. Customer is solely responsible for the content of any postings, data, or transmission using the Services. Customer represents and warrants that it will: (a) not use the services in a manner that is prohibited by law or regulation, or to facilitate the violate of any law or regulation; or will disrupt a third parties’ similar use; and (b) not violate or tamper with the security of any portion of the platform. If P2C/AspireVue has reasonable grounds to believe that Customer is utilizing the services for any such illegal or disruptive purpose, P2C/AspireVue may suspend the access immediately, and terminate this Agreement, if necessary, with or without notice to Customer.
- Rights Granted. To enable P2C/AspireVue to provide Customer with the Services, Customer grants P2C/AspireVue the right to use, process and transmit, in accordance with this Agreement and any additional Statement of Work or Order. For the duration of the Subscription Term and subject to Customer’s Subscription(s), Customer is responsible to access the platform for the purposes as defined in this Agreement. Customer does not acquire under this Agreement any right or license to use the platform, including the software environment, in excess of the scope and/or duration of the Services subscription(s). Upon the end of the Subscription Term(s), Customer’s right to access and use the services will terminate.
- Dashboard. Customer will have access to their Dashboard, through which Customer may manage its use of the Services.
- Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. P2C/AspireVue have no obligation to provide multiple accounts to Customer.
- To the Services. P2C/AspireVue may make commercially reasonable updates to the Services from time to time.
- To the Agreement. P2C/AspireVue may make changes to this Agreement and pricing from time to time. Modifications will be posted at www.AspireVue.com.
- To Data Processing and Security Terms. P2C/AspireVue may only change Data Processing and Security Terms where such change is required to comply with applicable law and does not otherwise have a material adverse impact on Customer’s rights under the Agreement.
- Third-Party Software. P2C/AspireVue may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.
- Technical Support Services. P2C/AspireVue warrants to the best of its ability that the software environment will perform substantially and materially in accordance with its functional specification under normal use and circumstances in accordance with this Agreement. P2C/AspireVue may make changes or updates to the software environment (i.e. infrastructure, security, technical configurations, application features, etc.) during the Subscription Term(s). In the event that the availability of the services environment is disrupted, P2C/AspireVue are not liable. If Beta Services are offered for Customer’s evaluation or feedback, the environment may contain bugs, errors, and other problems and Customer accepts the Beta Services “as-is.,” P2C/AspireVue will provide training and/or support for Customer at the sole discretion of P2C/AspireVue and when deemed necessary.
- Confidential Information. P2C/AspireVue will only use the Customer’s information to fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of Customer’s information.
- Term and Termination. The term of this Agreement will begin on the effective date of access to services by Customer and will continue through the paid service period. P2C/AspireVue reserves the right to terminate the provision of Services upon 30 days’ advance notice if Customer has not accessed the platform for a period of 30 days and has not incurred any fees for such services.
- Payment Terms.
- Online Billing. At the end of the applicable Fee Accrual Period or as otherwise stated in the Customer’s account, P2C/AspireVue will issue an electronic bill to Customer for all Activation and Subscription fees. Customer will pay all Fees in advance in the currency statement in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Customer will pay all related Fees immediately. Customer’s obligation to pay all Fees is non-cancellable.
- Payment Disputes & Refunds. For recurring fees, Customer dispute must be submitted before the due date. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses or attorneys’ fees incurred by P2C/AspireVue in collecting such delinquent amounts. Further, if Customer’s payment for Services is overdue, P2C/AspireVue may suspend the services. There will be no refunds.
- Restrictions. Customer or End User will not (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services for unlawful purposes.
- Limitation of Liability. Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits (excluding fees under this Agreement), data or data use. P2C/AspireVue’s aggregate liability for all damages arising out of or related to these Services whether in contract or tort, or otherwise, shall be limited to the total amounts actually paid for Services under this Agreement.
- Indemnification. Customer agrees to hold harmless and indemnify P2C/AspireVue, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to (a) Customer breach of the Terms, (b) Customer use of Services, (c) Customer violation of applicable laws, rules or regulations in connection with the Services, or (d) Customer Source Code, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
END OF TERMS OF SERVICE.