This agreement ("Agreement") is entered into, by and between you ("Subscriber") and Bespokeable, Inc. ("Bespokeable"). By accessing this web site ("Service"), you are agreeing to be bound by these web site terms and conditions ("Terms of Service") of use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing the services of this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
Bespokeable reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your Account. While Bespokeable prohibits such conduct and Content on the Service, you understand and agree that Bespokeable cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
This Agreement sets forth the terms and conditions under which Bespokeable agrees to license to Subscriber certain hosted software and provide all other services necessary for productive use of such software including customization / integration, user identification and password change management, data import / export, monitoring, technical support, maintenance, training, backup and recovery, and change management (the "Service") as further set forth on bespokeable.com ("Statement of Services") in the form of a Bespokeable plan attached hereto or in other statements of services containing substantially similar information and identified as a Bespokeable plan. The Agreement shall remain in effect unless terminated as provided for herein.
1.1 Software as a Service Statement of Services. Unless otherwise limited on Statement of Services, Bespokeable grants Subscriber a renewable, irrevocable (unless as provided for herein), nonexclusive, royalty-free, and worldwide right for any Subscriber employee, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an "Authorized User") to access and use the Services. Other than those limitations expressly described in Statement of Services, Authorized Users will have no other limitations on their access or use of the Services.
1.2 Authorized Users; Authorized Uses. Unless otherwise limited on an Exhibit A, Service Provider grants Subscriber a renewable, irrevocable (unless as provided for herein), nonexclusive, royalty-free, and worldwide right for any Subscriber employee, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an "Authorized User") to access and use the Services. Other than those limitations expressly described in an Exhibit A, Authorized Users will have no other limitations on their access or use of the Services.
1.3 Acknowledgement of License Grant. For the purposes of 11 U.S.C. Â§ 365(n), the parties acknowledge and agree that this Agreement constitutes a license grant of intellectual property in software form to Subscriber by Bespokeable, Inc.
1.4 Development and Test Environments. In addition to production use of the Services, Subscriber is entitled to one development and test environment (free trial) for use by Authorized Users for 30 days at no additional charge. Such non-production environments shall have the same data storage and processing capacities as the production environment. Bespokeable, Inc. shall cooperate with Subscriber's requests in managing the non-production environments.
1.5 Changes in Functionality. During the term of a Bespokeable plan, Bespokeable shall not reduce or eliminate functionality in the Services. Where Bespokeable has reduced or eliminated functionality in the Services, Subscriber, at Subscriber's sole election and in Subscriber's sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement or the Bespokeable plan and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Bespokeable will immediately adjust the Services Fees accordingly on a prospective basis. Where Bespokeable has introduced like functionality in other services, Subscriber shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Bespokeable increases functionality in the Services, such functionality shall be provided to Subscriber without any increase in the Services Fees.
2. FEES & BILLING
Subscriber shall be responsible for and shall pay to Bespokeable the Service Fees as further described in a Bespokeable plan as set forth in the Statement of Services, subject to the terms and conditions contained in this Agreement and such Bespokeable plan.
2.1 Billing Procedures. Upon a Subscriber's registration of a Bespokeable plan, and that plan is not cancelled within 30 days by the Subscriber, the Subscriber will be billed monthly starting on the 30th day after the Subscriber's account was initially created. If the Subscriber cancels prior to the processing of Subscriber's first invoice on the 30th day, Subscriber will not be charged. The Service is billed in advance on a monthly basis and is non-refundable.
2.2 Refunds. There are no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
2.3 Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
3. TERM, TERMINATION, & RENEWALS
3.1 Term. This Agreement is legally binding as of the date upon which the Subscriber registers for a Bepokeable plan ("Effective Date") and shall continue until terminated as provided for herein. Unless this Agreement or a Bespokeable plan is terminated earlier in accordance with the terms set forth herein, the term of a Bespokeable plan (the "Initial Term") shall commence on the Start Date and continue until the End Date. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, a Bespokeable plan shall automatically renew for successive one (30) calendar days term (each, a "Renewal Term") until such time as the Subscriber provides Bespokeable with notice of termination; provided, however, that any such termination shall be effective as of the date that would have been the first day of the next Renewal Term.
3.2 Termination. The Subscriber is solely responsible for properly canceling a Bespokeable plan. An email or phone request to cancel a Bespokeable plan is not considered cancellation. Subscriber can cancel a Bespokeable plan at any time. If the Subscriber cancels the Service before the end of the Subscriber's current paid up month, the cancellation will take effect immediately and the Subscriber will not be charged again. All of the Subscriber's Content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once a Bespokeable plan is cancelled. Bespokeable, in its sole discretion, has the right to suspend or terminate a Bespokeable plan 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 the deactivation or deletion of the Subscriber's account, and the forfeiture and relinquishment of all Content in said Account. Bespokeable reserves the right to refuse service to anyone for any reason at any time.
3.3 Renewals. Should the Services continue beyond the then-current Term, the Services Fees for the Renewal Term may be increased or decreased no more than what's stated and set forth on the Statement of Services.
4. GENERAL CONDITIONS
4.1 Subscriber agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Bespokeable.
4.2 Subscriber must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Bespokeable, or any other Bespokeable service.
4.3 Subscriber must not transmit any worms or viruses or any code of a destructive nature.
4.4 Subscriber understands that Bespokeable uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4.5 Bespokeable may, but have no obligation to, remove Content and Accounts containing Content that Bespokeable or a representative of Bespokeable determines in it's sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or this Agreement.
4.6 Bespokeable does not warrant that (a) the service will meet every Subscriber's specific requirements, (b) the service will be uninterrupted, timely, secure, or error-free, (c) the quality of any products, services, information, or other material purchased or obtained by Subscriber through the service will meet Subscriber's expectations, and (d) any errors in the Service will be corrected.
4.7 Subscriber understands that the technical processing and transmission of the Service, including Subscriber's Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.8 Subscriber understands that Bespokeable has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Bespokeable of the site. Use of any such linked web site is at the user's own risk.
4.9 Subscriber grants to Bespokeable during the Term a non-exclusive licence to store, copy and otherwise use the Subscriber Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
4.10 Subscriber understands that the materials on Bespokeable's web site are provided "as is". Bespokeable makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Bespokeable does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
4.11 In no event shall Bespokeable or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Bespokeable's Internet site, even if Bespokeable or a Bespokeable authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and the federal laws of the United States of America. Bespokeable hereby consents and submits to the jurisdiction and forum of the state and federal courts in the State of Illinois in all questions and controversies arising out of this Agreement.
Last updated on June 1, 2016