Terms of Service
These Terms of Service (“Agreement”) are between you, together with any entity you are representing (collectively, “You”), and Auryc (“Auryc,” “We,” “Us,” or “Our”). By registering with Auryc, using Our website at Auryc.com or any mobile version of Our website (together, “Site”), or using any services provided through Our Site (“Services”), (1) You agree to be bound by this Agreement, including the additional terms referenced in Section 1 below (“Additional Terms”) and (2) You represent that You are eighteen (18) years of age or older and, if You are representing an entity, You have all required authority and power to bind the entity to this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR ANY OF THE ADDITIONAL TERMS THAT APPLY TO YOU, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU RE NOT AUTHORIZED TO ACCESS OR USE OUR SITE OR SERVICES.
1. Additional Terms
(b) Please review Our other policies referenced in this Agreement and hyperlinked herein below. The provisions of such policies may apply to You and are incorporated into, and considered a part of, this Agreement.
2. Auryc Site; Site Content.
The Auryc Site is a copyrighted work belonging to Auryc. We or Our suppliers exclusively own the information and content made available on or through the Site (other than information or content You provide) and the information and content in any communications Auryc sends You (collectively, “Site Content”). You may use the Site and Site Content only in accordance with this Agreement. Subject to the terms and conditions of this Agreement (including Your compliance with this Agreement), Auryc grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to view and use the Auryc Site Content (other than Software (defined in Section 4 below) which is licensed only under the terms of Section 4 below) for Your personal or internal business purposes. You may not use the Auryc Site Content except as expressly authorized under this Agreement. You agree that any copy of the Auryc Site Content that You make shall retain all copyright and other proprietary notices in the same form and manner as on the original. Except as expressly authorized under this Agreement or to the extent otherwise permitted under applicable law, You may not use, download, upload, print, display, perform, reproduce, publish, license, post, transmit, modify, create derivative works of, reverse engineer, disassemble, decompile, adapt, distribute, transfer, or exploit any Auryc Site Content in whole or in part without Our prior written authorization.
3. Your Account
To access or use Our Services, You will be required to register and obtain an account on the Site. You will receive (or choose) a password upon completing the registration process. You are responsible for maintaining the confidentiality of Your password, and all activities that occur under Your account. You agree to (1) immediately notify Us of any unauthorized use of Your account or any other breach of security and (2) ensure that You fully exit from Your account at the end of each session. We will not be liable (to You or any third party) for any loss or damage arising from or related to the unauthorized use of Your account (unless such use is directly caused by Our gross negligence).
4. Service Subscriptions
Auryc offers several subscription plans with a range of Services for purchase,(each, a “Service Subscription”). If You have purchased a Service Subscription, upon activation of Your account We will provide the Services under the Service Subscription that You elected. Subject to Your compliance with these Terms of Service and the other terms referenced herein, Auryc grants You a non-exclusive, non-transferable, revocable, limited license to remotely access and use, solely for Your internal business purposes, the Auryc software (in executable code only) (“Software”) through the Auryc Site as permitted for the Service Subscription purchased by You.
5. Fees and Payment
You shall pay the fees set forth for the Service Subscription purchased by You. Unless otherwise stated, all fees are quoted in U.S. Dollars. Auryc may change its subscription plans and the fees for its Services from time to time in accordance with Section 15 below. Auryc will bill You and You agree to pay for (i) the non-refundable monthly or annual fee, as applicable, in advance for the monthly or annual Service Subscription purchased by You, and (ii) the transaction fees and all other fees and/or pursuant to work orders entered into by You and Auryc, in each case in accordance with the payment terms or such work order, as the case may be. Unless a different payment method is agreed in writing between You and Auryc, Auryc will debit all fees payable by You to Auryc directly from the credit card account designated by You in Your account information with Us to receive the Services under the Service Subscription purchased by You and to use the Software in accordance with Section 4 above. The terms applicable to the payment method shall be between You and Your credit card company. If we suspend a portion of Your Services due to a violation by You of this Agreement or any Additional Terms, or any applicable laws or regulations, You will remain responsible for the payment of all applicable fees. All fees hereunder exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on Auryc’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment thereof hereunder or from Your access to or receipt of the Services or Software license hereunder. Notwithstanding early termination of any given Service Subscription, You agree that You shall be responsible for paying the fees for the entire duration of the Service Subscription You ordered. Any and all amounts paid by you towards a Service Subscription are non-refundable notwithstanding early termination of such Service Subscription.
5a. Auto Renewal
UNLESS OTHERWISE AGREED IN WRITING, CUSTOMER’S ACCOUNT IS SET TO AUTO RENEW, AND AURYC SHALL AUTOMATICALLY CHARGE CUSTOMER AT THE END OF THE TERM FOR THE RENEWAL FOR ADDITIONAL PERIODS EQUAL TO THE CURRENT SERVICES AND EXPIRING TERM, UNLESS EITHER PARTY GIVES NOTICE OF NON RENEWAL AT LEAST FORTY FIVE (45) DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT TERM. The fees for any such renewal term shall be the same as that during the prior term unless Auryc has given the Customer notice of a fee increase, in which case the fee increase shall be effective upon renewal and thereafter. Any such fee increase shall not exceed more than a ten (5%) percent per unit increase from the fee level for the relevant Service in the immediately prior term, unless the fees in such prior term were designated in the relevant Order Form as discount, multi-year, one-time or promotional pricing.
6. Your Content
We agree that You retain ownership of all information and content You provide on Your website (“Your Content”) in connection with your use of the Services. During the period that Auryc provides Services to You, You hereby grant to Auryc, its affiliates and service providers a non-exclusive, irrevocable, non-sublicensable, royalty-free, worldwide license, under all of Your applicable intellectual property rights, to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with Our Services), communicate, publish, publicly perform, publicly display and distribute such Content solely for purposes of providing the Services, promoting or improving our Services, and developing new ones. This license shall continue even if You stop using the Services.
8. Representations and Warranties.
You represent and warrant with respect to Your Content that: (i) You have all the rights necessary to grant the licenses granted herein to Auryc in and to Your Content; (ii) Your Content will not infringe or misappropriate any third party’s intellectual property or proprietary rights; (iii) violate any law, statute, ordinance or regulation; (iv) be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities; (v) be obscene or contain child pornography; or (vi) You will use commercially reasonable endeavors to ensure Content does not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. In addition, You represent and warrant that Your use of the Services to collect or attempt to collect personally identifiable information of any person does not violate or breach any implicit or explicit agreement between You and such person or any implicit or explicit representation or warranty made by You to such person. You further represent and warrant that You will not use the Services to collect Personal Information from anyone You know or have reason to believe is under the age of 13. You shall not sublease Your account or other access to Your account to third parties; or engage in activities that may create liability for Auryc, or its affiliates or service providers, or expose them to undue risk. Your failure to comply with the covenants set forth in this section will amount to a breach of this Agreement and is cause for immediate suspension and/or termination by Auryc of the Services with or without notice to You.
You agree to indemnify and hold Auryc, its affiliates, suppliers, and service providers, and each of their respective officers, directors, agents, and employees (“Indemnified Parties”), harmless from any and all losses, costs, liabilities, damages or expenses (including attorneys’ and expert witnesses’ fees) incurred by any party in connection with or arising from: (a) any breach of the representations or warranties in Section 8 of this Agreement, (b) Your Content, (c) Your use of the Services, or (d) claims made by any party based on Your breach of this Agreement or the Additional Terms.
You are invited to send Us any feedback or suggestions regarding the Site, Site Content, or Services (collectively, “Feedback”), provided that Auryc alone will own all right, title and interest, including all related intellectual property rights, in and to all Feedback and you hereby assign such Feedback to Auryc free of charge. In the event such assignment is deemed to be legally unenforceable, You hereby grant Auryc a worldwide, perpetual, irrevocable, exclusive, freely-transferable, fully paid, and royalty free license for Auryc to reproduce, modify, create derivative works from, distribute and otherwise use and exploit in any manner and for any purpose any and all Feedback. If You do not want Auryc to own or use Feedback, do not provide Feedback to Auryc.
11. Third Party Links.
The Site may contain links to other websites operated by third parties. Such third party websites are not under the control of Auryc and Auryc is not responsible for the content of any third party website or any link contained in a third party website. Auryc provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third party websites. If You decide to access any of the third party websites linked to the Site, You do this entirely at Your own risk. Third party websites are subject to their own terms and policies, including privacy and data gathering practices. Auryc MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY THIRD PARTY WEBSITE LINKED TO THE SITE INCLUDING ANY WARRANTIES OF THE ACCURACY, OWNERSHIP, VALIDITY, OR LEGALITY OR ANY CONTENT OF A LINKED THIRD PARTY SITE.
12. Warranty Disclaimer.
Auryc IS PROVIDING THE SITE, SITE CONTENT AND SERVICES ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. Auryc DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND QUIET ENJOYMENT. Auryc DOES NOT WARRANT THAT ANY SITE CONTENT IS ACCURATE, COMPLETE, CURRENT, OR ERROR FREE. Auryc DOES NOT WARRANT THAT USE OF THE SITE, SITE CONTENT, OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You.
13. Limitation of Liability
IN NO EVENT SHALL Auryc BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, SITE CONTENT, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOST USE, LOST DATA, OR LOST PROFITS, WHETHER OR NOT Auryc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. IN NO EVENT SHALL Auryc’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY ADDITIONAL TERMS), THE SITE, SITE CONTENT, OR SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED FIFTY DOLLARS ($50), OR IF YOU HAVE PURCHASED SERVICES FROM Auryc, THE SUBSCRIPTION FEE PAID BY YOU FOR SUCH SERVICES LIMITED TO THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ALTER THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to You.
14. Suspension and Termination
(a) Suspension. At the discretion of Auryc and for any reason set forth in this Section 14 Auryc may suspend Your account by deactivating any access by You (and if You are a Vendor, by Your customers) to any information or data contained on the Services or related to Your account while maintaining such information and data on servers operated by or on behalf of Us. In the event of any such suspension, You will be notified and given an opportunity to correct any breach of this Agreement or any Additional Terms. If such breach is not corrected within ten (10) days of the receipt of such notice Your account (and if You are a Vendor, Your customers’ access to the Services provided in connection with Your account) may be terminated under Section 14(b) of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.
(b) Termination. This Agreement and the Additional Terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Auryc (i) immediately as provided in this Agreement, (ii) after a period of suspension as set forth in Section 14(a) of this Agreement, or (iii) upon thirty (30) days written notice for any reason. You may terminate this Agreement within twenty-four hours’ following Your written notice to email@example.com marked as follows: “Attention: Termination of Account”.
(c) Rights upon Termination. In the event of termination for any reason, the licenses granted to You under this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as otherwise set forth and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Auryc to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys’ fees or expert witnesses’ cost or other costs of any kind under this Agreement. The following Sections will survive any termination of Your account or this Agreement: Sections 1, 5 (with respect to any fees payable as of the date of termination), 8, 9, 10, 11, 12, 13, 14(c), 15, 18 and 19.
15. Changes to Terms.
This Agreement, including any Additional Terms, are subject to occasional revision, and if We make any substantial changes, We will notify You by sending You an e-mail to the last e-mail address You provided (if Auryc has such e-mail address in its records) or by posting notice of the changes on the Site. Any changes to this Agreement, including any Additional Terms, will be effective upon the earlier of thirty (30) calendar days following Auryc’s dispatch of an e-mail notice to You or thirty (30) calendar days following Auryc’s posting of notice of the changes on the Site. These changes will be effective immediately for new users of the Site, Site Content, or Services. Continued use of the Site, Site Content, or Services following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If You object to any change, Your sole recourse shall be to immediately terminate Your account and cease using the Site, Site Content, and Services. You should periodically visit this page and the pages at the URL referenced in Section 1 above relating to the Additional Terms to examine the then current Agreement and Additional Terms.
Auryc reserves the right, at any time, to modify the Site, Site Content, or any part thereof or Services, or to modify, suspend, or discontinue the Site, Site Content, or Services, or any part thereof with or without notice. You agree that Auryc will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Site, Site Content, or Services, or any part thereof.
17. Force Majeure.
Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by any labor dispute, shortage of materials, fire, earthquake, flood, telecommunications failure, failure of Auryc’s cloud service provider, or any other cause beyond a party’s reasonable control.
18. General Provisions.
You and Auryc are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by Auryc, in Auryc’ sole discretion. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state or jurisdiction. By using the Site, Site Content or Services, You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Santa Clara County, California for any lawsuit filed there against You by Auryc arising from or related to this Agreement. This Agreement (which includes the Additional Terms) constitutes the entire agreement between You and Auryc regarding the use of the Site, Site Content, and Services.
If You have any questions about this Agreement or any Additional Terms, please contact Us by e-mail at firstname.lastname@example.org, marking the message “Attention: Terms.”