purchases made by Customer that reference this Agreement.
purchases made by Customer that reference this Agreement.
As used in this Agreement, "InfraNodus" means Dmitry Paranyushkin / Nodus Labs registered at 4, Rue de la Martinique, 75018 France as a micro-entrepreneur enterprise SIREN 81221881600013.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
"Dashboard" means InfraNodus's user interface for accessing and administering the Services that Customer may access via the web or the InfraNodus Apps.
"Documentation" means the technical user documentation provided with the Services.
"Feedback" means comments, questions, suggestions or other feedback relating to any InfraNodus product or service.
"InfraNodus App" means any mobile application or desktop client software included in the applicable Service that is made available by InfraNodus.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
"People" (in the singular, "Person") means Customer's end user customers, potential customers, and other users of and visitors to the Customer Properties.
"Permitted User" means an employee or Contractor of Customer who is authorized to access the Service.
"Services" means InfraNodus's proprietary software-as-a-service solution(s), including the Dashboard, InfraNodus application programming interfaces (APIs), InfraNodus Code and InfraNodus Apps, as described in the applicable Order Form.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of InfraNodus.
2. InfraNodus Services
2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). InfraNodus may also offer Professional Services (as defined in Section 12) related to certain Services. Customer will purchase and InfraNodus will provide the specific Services and related Professional Services (if any) as specified in the applicable Order Form.
for use with the Services as further described below.
2.4. InfraNodus Apps. To the extent InfraNodus provides InfraNodus Apps for use with the Services, subject to all of the terms and conditions of this Agreement, InfraNodus grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the InfraNodus Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
Properties in order to enable features of the Services. Customer will implement all InfraNodus Code in strict accordance with the Documentation and other instructions provided by InfraNodus. Customer acknowledges that any changes made to the Customer Properties after initial implementation of InfraNodus Code may cause the Services to cease working or function improperly and that InfraNodus will have no responsibility for the impact of any such Customer changes.
3. Customer Data
3.2. Storage of Customer Data . InfraNodus does not provide an archiving service. InfraNodus agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. InfraNodus expressly disclaims all other obligations with respect to storage.
3.3. Customer Obligations .
other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.
c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.
clearances, consents and approvals from People under all applicable Laws.
without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other InfraNodus customers. For clarity, this Section 3.5 does not give InfraNodus the right to identify Customer as the source of any Aggregated Anonymous Data.
InfraNodus agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, InfraNodus will have no responsibility for errors in transmission, loss of data, unauthorized third-party access or other causes beyond InfraNodus's control.
5. Third-Party Platforms
6.2. Feedback. Customer, from time to time, may submit Feedback to InfraNodus. InfraNodus may freely use or exploit Feedback in connection with any of its products or services.
7. Subscription Term, Fees & Payment
7.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
7.3. Payment Via Credit Card or PayPal. If you are purchasing the Services via credit card, debit card, other payment card ("Credit Card”) or PayPal, the following terms apply:
that the amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
Subscription Term. As set forth in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period and Customer's Credit Card will not be charged.
Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, InfraNodus will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which InfraNodus will not charge Customer's Credit Card for any additional fees.
if Customer's use of the Services is in violation of the acceptable use policy.
8. Term and Termination
8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
(and not dismissed within sixty (60) days thereafter).
and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that InfraNodus may delete any such data as may have been stored by InfraNodus at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may
have under this Agreement, by law or otherwise.
9. Limited Warranty
hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.
OF InfraNodus. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10. Availability and Service Credits
The Services are available subject to InfraNodus's Service Level Agreement. ("SLA").
12. Professional Services
13.2. Liability Cap. InfraNodus'S AND ITS SUPPLIERS' ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO InfraNodus DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
13.3. Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Customer Obligations) or 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).
this Section 17.1 will be null and void.
Attn: Dmitry Paranyushkin
4, Rue de la Martinique
75018 Paris France
The arbitration will occur in Paris, France but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.
prevailing party in connection with the arbitration.