Terms of Service

Please read these terms of service carefully. By registering for, accessing, browsing, and/or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these terms of service. If you do not agree to be bound by these terms of service, do not access, browse or otherwise use the platform or the services. If you register for a free trial for our services, the applicable provisions of this terms will also govern that free trial.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms of service, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms of service, you must not accept this agreement and may not use our services.

GENERAL

The ChimpSync service (Service) is provided online by Agilcon d.o.o., (Agilcon) who is also the owner of the www.chimpsync.com website, its contents and the software application on the basis of which the Service is provided.

In order to use the Services, you must first agree to this terms of use (Terms). You can agree to the Terms by actually using the Services. You understand and agree that Agilcon will treat your use of the Services as acceptance of the Terms from that point onwards.

You must provide accurate and complete registration information any time you register to use the Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Agilcon immediately.

If You register on Our website for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the Service(s), or (b) termination by us in our sole discretion.

Free trial is for max period of 14 days and includes usage of Services’ full functionalities.

FreeSync is automatically enabled for all ChimpSync users after 14 day free trial expires. FreeChimp plan includes 6 monthly syncs of up to 2000 campaign members in each sync. Number of available syncs resets every 1st day of the month. Counter of available syncs is displayed on every sync. If number of campaign members exceeds 2000, sync will not be initiated and user will be notified. Sync is defined as any data transfer regardless of the direction of the sync.

When ChimpSync subscription is terminated, it will remain active until the end of the subscription period. After this period expires FreeSync is enabled.

ANY DATA YOU ENTER INTO THE SERVICES AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU DURING YOUR FREE TRIAL WILL BE PERMANENTLY DELETED UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

DURING THE FREE TRIAL AND DURING THE FREESYNC USE THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Agilcon is reserving the right to amend or change the Terms without prior notice. Agilcon will however take reasonable steps to inform users about any such change and provide the easy-exit procedure in case of users wishing to terminate the relationship and leave the Service at any time, for any reason.

We are constantly innovating and improving the Services. We reserve the right to modify the Services or any part or element thereof from time to time without prior notice. For avoidance of doubt, we may (a) rebrand the Services at its sole discretion, (b) stop providing or discontinue to develop Service temporarily or permanently and (c) take such action as is necessary to preserve our good name at our sole discretion upon any use the Services.

You will (a) be responsible for users’ compliance with this Terms, (b) be responsible for the accuracy, quality and legality of your data and processing such data and the means by which you acquired your data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, (d) use the Services only in accordance with these Terms and applicable laws and government regulations.

You will pay all fees specified in order forms listed on our web page www.chimpsync.com. Except as otherwise specified herein or in an order form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non- refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have a legal obligation to pay or collect Taxes for which you are responsible under this section, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.

Business customers from the EU are not charged Slovenian VAT, but are required to submit their EU VAT registration number.

Non-business customers from the EU are charged additional 22% of Slovenian VAT.

All business and non-business customers from Slovenia are charged additional 22% of Slovenian VAT.

The Services and any parts or elements thereof are solely and exclusively owned and operated by us and our third party vendors and hosting partners.

Our Service and underlying software are protected by European copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any of your data or other content owned by You, all of our materials are the copyrighted property of us and/or third party licensors. Furthermore, all trademarks, service marks, and trade names contained in our Services are proprietary to us and/or third-party licensors.

Agilcon is not responsible for the Service unavailability, data errors, inaccuracies or for any consequential damage caused by the use, or inability to use the Service.

Third Party Providers.  You acknowledge and agree that the Services may contain Third Party Software.  You also acknowledge that the Services will be available pursuant to a hosted solution (“Cloud Services”) provided by third-party on-demand cloud services providers (“Cloud Providers”).  NEITHER AGILCON NOR THE CLOUD PROVIDERS SHALL BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR AVAILABILITY OR LACK OF AVAILABILITY OF SERVICES. NEITHER AGILCON NOR ITS CLOUD PROVIDERS WILL BE LIABLE FOR ANY DAMAGES RELATED TO ANY DOWNTIME, OUTAGES, LOSS OF DATA, OR UNAUTHORIZED ACCESS TO CUSTOMER’S DATA.

We warrant that during an applicable subscription term (a) the Services will perform materially in accordance with the applicable documentation which may change from time to time, and (b) we will not materially decrease the overall functionality of the Services. For any breach of a warranty above, your exclusive remedies are those described in sections below.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Except as otherwise specified in an order form, subscriptions will automatically renew for an additional period/s equal to the expiring subscription term unless either party cancels the relevant subscription.

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

If this Agreement is terminated by You in accordance with Section above termination for cause under (i) we will refund you any prepaid fees covering the remainder of the term of all order forms after the effective date of termination. If this Agreement is terminated by us you will pay any unpaid fees covering the remainder of the term of all order forms. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.

We, in its sole discretion, reserves the right to suspend or terminate any customer account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in deactivation with a 30 days written notice.

The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not apply to these Terms. Any questions relating to the Agreement which are not expressly or implicitly settled by the provisions contained in the Agreement shall be governed by and construed in accordance with the laws of the Republic of Slovenia, without giving effect to any principles of conflicts of law.

PERSONAL INFORMATION AND PRIVACY

We collect personal information from its users while providing the Service. According to EU regulation regarding personal data (GDPR) we are the processor of the personal data managed by the Service and you are deemed the controller. Furthermore, these Terms of Use are deemed the Data Processing Agreement required by the regulation. In case you will in writing require the agreement in a classic paper format signed and dated by both parties, the paper version will be provided upon request.

We process all the collected personal information in accordance with General Data Processing Regulation (GDPR) and other applicable EU and Slovenian laws and regulations. The following personal data is collected:

1) Name, surname, email address

2) Contact phone number

3) Contact email address

4) PayPal account details

5) Campaign  members’ system data (Salesforce IDs) and name, surname and email address

Personal data will be used only for the following purposes:

1) to provide users with the Service;

2) to identify users in order to be able to provide the Service;

3) to prevent unauthorized access to Service;

4) to inform users about the Service and our other products and services.

The account holder information is extended with the account information such as the company name, address, bank account or credit card information and payment history. This information is used solely for account administration.

In order to provide the Service and for order form to be properly processed, we work with the following subcontractors acting as the personal data sub-processors:

  • Servers and related services Salesforce – Heroku. Heroku is a cloud application platform used by organizations of all sizes to deploy and operate applications throughout the world. Heroku privacy terms are here https://www.heroku.com/policy/security and are incorporated in these Terms). Data is stored only during transaction period.
  • Payment processing PayPal
  • Domenca

 

Personal information will not be disclosed to other third parties without the explicit consent from the user.

Agilcon follows best business practices for protecting the user data such as secure communication, data encryption, user identification and authorization, rights management, safe storage and redundancy. All the user information is stored on servers in a secure operating environment. The Services server software runs in a multi-tenant environment using logical tenant isolation.

Any transfer of personal data outside of the EU will comply with the conditions set forth in the applicable regulation, including GDPR.

Agilcon is committed to promptly inform the users about all security, privacy and data safety incidents.

VALIDITY

Valid from: 26. 8. 2019

This version supersedes all previous versions.

 

CONTACT INFORMATION

Agilcon, d.o.o.

Bravničarjeva 13, 1000 Ljubljana

Slovenia, EU

www.agilcon.com

Copyright: Agilcon d.o.o. 2019

| Production: AV studio d.o.o.