Please read the terms and conditions of this Software-as-a-Service (SaaS) Subscription Agreement carefully before using these softwares. COLLECTIFY LLC is willing to license the use of the softwares (as defined below) to You as the individual, legal entity or company (referenced below as “the User”) that will be using the softwares only on the condition that the User accepts all of the terms contained in this agreement. This is a legal and enforceable contract between the User and COLLECTIFY LLC. By clicking on the “I ACCEPT” button displayed as part of the ordering process, the User agrees to the terms and conditions of this agreement. If the User does not consent to this Agreement, the User agrees not to use or access the Softwares and this SaaS Internet Site.
1.1 Subject to the terms and conditions of this Agreement, COLLECTIFY LLC agrees to provide to User, on a Software-as-a-Service (SaaS) basis in exchange of Subscription Fees, Collectify Collector’s Edition and Collectify Home Inventory softwares (including the SaaS protocol access and SaaS application), its interface, database, and the documentation that accompanies them (collectively the “Softwares”), identified, described and available online, and delivered on the Activation Date hereof. By installing the Softwares on his computer, the User becomes a registered user of the Softwares, which COLLECTIFY LLC provides for the exclusive use of each registered user.
1.2 If the User is agreeing to this Agreement on behalf of a company or other legal entity, the User represents that it has the authority to bind such entity to this Agreement
1.3 User acknowledges and agrees that COLLECTIFY LLC may modify the terms and conditions of this Agreement at any time without notice to User by posting revised terms or Agreement on its website. User’s use of the software and this SaaS Site constitutes its binding acceptance of this Agreement, including any modifications that COLLECTIFY LLC makes. User is responsible for regularly reviewing this Agreement and the terms and conditions it contains.
1.4 When subscription is completed, User will be able to access Softwares through Microsoft Remote Desktop (MRD). Login on MRD requires a User ID and Password, which COLLECTIFY LLC will send to User once the subscription has been completed. The Softwares can be accessed through a “session specific” login, i.e. that one (1) license enables the Softwares to be used either:
- by a single User who uses the Softwares from any one (1) workstation at a time, or
- by multiple people through User’s login required information, but non-simultaneously
2.1 COLLECTIFY LLC hereby grants to User, by means of User’s account and authorized password, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable license for access to the Softwares via the internet and to use the Softwares, in object code form only, solely for business purposes in accordance with the terms set out in this Agreement.
2.2. User shall not, directly or indirectly:
a. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Softwares or underlying ideas or algorithms of the Softwares, or create derivative forms from the Softwares, copy or recreate any component of the Softwares and delivery media;
b. copy, sublicense, sell, rent, lease, distribute, or otherwise transfer rights to the Software or any portion of the Software;
c. remove, delete or modify any copyright notices or any other proprietary notices or legends on, in or from the Software;
d. use the softwares in any moonier that could damage, disable, overburden, or impair COLLECTIFY LLC’s or any other party’s search services, servers, or other services; or
e. use the Softwares in any manner not authorized by this Agreement.
3. Prices and Terms of Agreement
COLLECTIFY LLC reserves the right to change the price for the Softwares and /or for the Support Services on a regular basis and all price changes shall become effective within a reasonable time notice determined by COLLECTIFY LLC. COLLECTIFY LLC also reserves the right to change or modify the terms and conditions of this Agreement. Such major changes or modifications shall be posted from time to time on COLLECTIFY LLC’s website.
4. Copyright and Intellectual Property Rights
User hereby acknowledges that the Softwares are the exclusive property of COLLECTIFY LLC and are protected by copyright law and patent law. COLLECTIFY LLC is the sole owner of the Softwares and, except as expressly set forth herein, shall retain any and all rights, titles and interests in the Softwares. No title to the intellectual property in the Softwares is transferred to the User. This agreement governs any releases, revisions, or enhancements to the Softwares that COLLECTIFY LLC may furnish to the User.
5. User Obligation
5.1 COLLECTIFY LLC and User hereby agree to the following:
- User is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to internally access the Softwares, and for paying all third party access charges incurred while using the Softwares;
- User is responsible for implementing, maintaining and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms. Trojan horses and other code that manifest contaminating or destructive properties (collectively “viruses”). User acknowledges that COLLECTIFY LLC cannot and does not guarantee or warrant that the Softwares will be free of viruses following installation or access by User;
- User shall be solely responsible for its actions while using the Softwares and the contents of their transmissions throughout the SaaS.
a. to abide by all local and international laws nd regulations applicable to its use of the SaaS, including without limitation al laws regarding the transmission of data exported through the SaaS;
b. not to upload or distribute in any way files that contain viruses, corrupted files, or another similar software or programs that may damage the operation o f the Softwares or the SaaS;
c. not to use the Softwares or the SaaS for illegal purposes;
d. not to interfere with or disrupt sites, servers, or networks connected to the SaaS;
e. not to probe, scan, test the vulnerability of, or circumvent any security mechanisms used by the sites, servers, or networks connected to the SaaS;
f. not to take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the SaaS;
g. to comply with all regulations, policies and procedures of networks connected to the SaaS;
h. not to post, promote, or transmit through the SaaS any unlawful, harassing, libellous, abusive, threatening, harmful, hateful, or otherwise objectionable material of any kind or nature; and
i. not to transmit or post any material that encourages conduct that could constitute a criminal offence or give rise to civil liability.
6. User Data
6.1 As between COLLECTIFY LLC and User, User shall own all data, information or material that User enters into the Softwares (“User Data”). Except as permitted in this Agreement, COLLECTIFY LLC will not edit, delete or disclose the contents of User Data unless authorized by User or unless COLELCTIFY LLC is required to do so by law or in the good faith belief that such action is necessary to:
- conform to applicable laws or comply with legal process served on COLLECTIFY LLC;
- protect and defend the rights or property of COLLECTIFY LLC; or
- enforce this Agreement.
6.3 COLLECTIFY LLC reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of User Data that User may store, post or transmit on or through the Softwares and SaaS. User shall be responsible for maintaining an archive or back-up copy of all User Data, and COLLECTIFY LLC shall have no liability for any loss of User Data, whether caused by COLLECTIFY LLC or an third party service provider.
6. 4 User shall be responsible for compliance with all obligations imposed by Canadian and U.S. applicable privacy legislations, and any implementing or amending legislation as may be enacted from time to time, and User shall indemnify, defend and hold COLLECTIFY LLC harmless from and against any third party claims against COLLECTIFY LLC resulting from the use and disclosure by COLLECTIFY LLC of personal information consistent with the terms of this Agreement.
6.5 COLLECTIFY LLC shall retain User Data for a period of thirty (30) days after expiration or termination of this Agreement. User may request that COLLECTIFY LLC conduct a mass export or send a file of User Data, and COLLECTIFY LLC agrees to provide such services at its then current rates on a time and material basis. After thirty (30) days, COLLECTIFY LLC may delete and destroy all User Data without notice or further liability to User.
7. Obligations of COLLECTIFY LLC
Subject to the exceptions set out elsewhere herein this Agreement, COLLECTIFY LLC warrants that it will provide Softwares using reasonable care and skill and that the Softwares will perform substantially and materially in accordance with its functional specifications under normal use.
8. Disclaimer of Warranties
COLLECTIFY LLC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COLLECTIFY LLC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COLLECTIFY LLC AND ITS LICENSORS.
9. Limitations of Liability
The User has sole responsibility to provide for adequate protection and backup of data and/or equipment used in connections with the softwares and will not make a claim against COLECTIFY LLC for lost data, re-run time, work delays or lost profits resulting from the use of the software.
By installing and using these Softwares, the User agrees to indemnify COLLECTIFY LLC and its affiliates, officers, and employees and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from his use of the software. By using the software, the User hereby agrees to release COLLECIFY LLC and its affiliates, officers, and employees form any and all claims, demands, debts, obligations damages (actual or consequential), costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that the User may have against them arising out of or in any way related to such disputes and/or the softwares. The User hereby agrees to waive all laws that may limit the efficacy of such releases.
10. Alteration of Softwares
In the event User alters the Softwares by any which way and for any purpose, User acknowledges that such alteration shall be at User’s own risk and expense. User acknowledges and agrees that COLLECTIFY shall have no obligation to provide any services in respect of those elements of the Softwares which are altered or for which the provision of any services will be adversely affected by the alterations made by User. It is specifically understood by User that by virtue of such alterations to the Softwares, subsequent modifications, solutions, corrections, improvements or releases of the Softwares may be renewed unusable.
11. Maintenance Support Services
11.1 During the term of this Agreement, COLLECTIFY shall provide the User with Support Services for the use of the Softwares by the User, which shall comprise of the following:
a. telephone support available Monday to Friday from 8:30am to 4:30pm, expect for legal holiday
b. email support
11.2 Support Services shall not include the diagnosis and rectification of any errors resulting from:
a. any alteration or modification to the Softwares or the SaaS made by any person other than COLLECTIFY LLC;
b. any incorrect or improper use of the Softwares or the SaaS;
c. the failure by User to implement recommendations with respect to any solutions to errors previously advised by COLLECTIFY LLC; and
d. the use of the Softwares for any purpose for which they were not designed.
11.3 COLLECTIFY LLC shall, upon request by User, provide reasonable diagnosis and rectification of errors notwithstanding that the error in question results from any of the circumstances described in Section 11.2, but COLLECTIFY LLC shall charge for this rectification of error on a time and materials basis.
12. Passwords and Security
2.1 COLLECTIFY LLC shall issue to User a password for each authorized User who has paid the applicable subscription fees. User is responsible for maintaining the confidentiality of this password and fro ensuring that only the authorized User uses his password. User is entirely responsible for any and all activities that occur under his account. User agrees to immediately notify COLLECTIFY LLC of any unauthorized use of his account or any other breach of security known to him. COLLECTIFY LLC shall have no liability for any loss or damage arising from User’s failure to comply with these requirements. COLLECTIFY LLC will maintain User’s password as confidential and will not disclose it to third parties.
12.2 COLLECTIFY LLC will maintain the Softwares at a reputable third party internet service provider and hosting facility, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Softwares. User acknowledges that, notwithstanding such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Software and User Data. Accordingly, COLLECTIFY LLC cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over the Internet.
13. Charges and Payment of Fees
Charges are monthly. User shall pay all fees or charges to User’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments for the service must be made monthly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancellable and all amounts paid are non-refundable. User must provide COLLECTIFY LLC with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised License Administrator may add licenses by executing an additional written Order Form or using the Online Order Centre. Added licenses will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. COLLECTIFY LLC reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
Initial setup and training fees are subject to separate negotiation and are paid upon delivery.
14. Billing and Renewal
COLLECTIFY LLC charges and collects monthly in advance for use of the Service. COLLECTIFY LLC will automatically issue an invoice for each month upon receipt of payment. COLLECTIFY LLC will automatically renew and bill your credit card each month on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless COLLECTIFY LLC has given User at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. COLLECTIFY LLC’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
User agrees to provide COLLECTIFY LLC with complete and accurate billing and contact information. This information includes User’s legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact and License Administrator. User agrees to update this information within 30 days of any change to it. If the contact information provided is false or fraudulent, COLLECTIFY LLC reserves the right to terminate access to the Service in addition to any other legal remedies.
If User believes the bill is incorrect, User must contact COLLECTIFY LLC in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
15. Non-Payment and Suspension
In addition to any other rights granted to COLLECTIFY LLC herein, COLLECTIFY LLC reserves the right to suspend or terminate this Agreement and access to the Service if User’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 3.0% above Bank of England base rate per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or COLLECTIFY LLC initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that COLLECTIFY LLC may charge such unpaid fees to your deposit, credit card or otherwise bill you for such unpaid fees.
COLLECTIFY LLC reserves the right to impose a reconnection fee in the event the User is suspended and thereafter request access to the Service. User agrees and acknowledges that COLLECTIFY KKC has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if User account is 30 days or more delinquent.
16. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term shall be for a 30-day period or as otherwise mutually agreed upon in an Order Form, commencing on the date User agrees to pay for the Service by completing the subscription form, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one month, at COLLECTIFY LLC’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least 10 days prior to the date of the requested termination. In the event this Agreement is terminated (other than by reason of breach), COLLECTIFY LLC will make available to User a file of the Customer Data within 30 days of termination if so requested at the time of termination for a fee determined by COLLECTIFY LLC. User agrees and acknowledges that COLLECTIFY LLC has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
17. Termination for Cause
Any breach of User payment obligations or unauthorised use of the COLLECTIFY LLC’s Technology or Service will be deemed a material breach of this Agreement. COLLECTIFY LLC, in its sole discretion, may terminate User’s password, account or use of the Service if User breaches or otherwise fails to comply with this Agreement. User agrees and acknowledges that COLLECTIFY LLC has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
18.1 The original term of this Agreement is initiated from the Activation Date and will expire according to the User’s Subscription Package and Fees.
18.2 Notwithstanding the foregoing, COLLECTIFY LLC may immediately terminate or suspend User’s access and use of the Softwares, or terminate User’s account and this Agreement if User
a. fails to pay any applicable fees when due; or
b. breaches or otherwise fails to comply with this Agreement and fails to remedy this breach within thirty (30) days of being so notified.
18.3 Termination will not relieve User from any obligation to pay fees that remain unpaid and will not limit either Party from pursuing other available remedies. Upon termination of this Agreement or any part thereof in accordance with this Agreement as a result of User’s breach, negligence or default, COLLECTIFY LLC will have no obligation to return User any fees paid, if any. The provisions of this Section will not apply to those situations defined by law.
18.4 Upon termination of this Agreement for waterer reason, User will immediately deliver up, or destroy, any materials and any confidential and proprietary information which it has no contractual rights to retain. The disclaimers of warranties and damages and limitations on liability shall survive termination.
User hereby acknowledges and covenants never to disparage, speak ill or, or in any manner make, express, transmit, or otherwise communicate any remark, comment, message, declaration or other statement of any kind that might reasonably be construed to tube derogatory or critical or, or negative toward, COLLECTIFY LLC or any of COLLECTIFY LLC’s products, services, business methods, offers, directors, employees or shareholders, and will take reasonable steps to prevent and will not knowingly permit ay of User’s respective employees or agents to disparage or speak ill of such persons and entities. Upon violation of any of the foregoing, COLLECTIFY LLC may immediately terminate this Agreement and User’s access to the Services.
20. Governing Laws
20.1 This Agreement, all related transactions, and any disputes hereunder shall be governed in all respects, including validity, interpretation and effect, but the laws of the State of Delaware, and the applicable laws of the United States, without regard to their conflict of laws principles.
20.2 Any dispute under this Agreement shall be brought exclusively in the courts of Delaware and User hereby submits to the exclusive jurisdiction of such courts. User agrees that any cause of action arising out of or related to this Agreement shall be brought within three (3) years after the cause of action arose; otherwise, such cause of action is permanently barred.
21.1 This Agreement represents and contains the entire agreement between the User and COLLECTIFY LLC with respect to the subject matter contained herein and supersedes any other agreement, proposals, and communications, written or oral, between the User and COLLECTIFY LLC with respect to the use of these Softwares, including any terms printed on User's purchase order or other forms or written agreements.
21.2 No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise.
21.3 The failure of COLLECTIFY LLC to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the Parties nevertheless agree that the court should endeavor to give effect to the Parties' intentions as reflected in the provision, and the other provisions of this Agreement in full force and effect.
21.4 Neither Party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that Party's reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or "hacker" attacks, acts of terrorism or governmental demands or requirements.
21.5 This Agreement shall be binding on and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. User may not assign this Agreement without COLLECTIFY LLC's prior written consent, not to be unreasonably withheld. COLLECTIFY LLC may assign this Agreement to any parent, subsidiary or affiliate or to any successor to its business, and COLLECTIFY LLC may subcontract any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.
21.6 The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.