Updated: April 25, 2016
These Terms of Service (“Agreement”) are between you, together with any entity you are representing (collectively, “You”), and SessionStack (“SessionStack,” “We,” “Us,” or “Our”). By registering with SessionStack, using Our website at sessionstack.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.
The SessionStack Site is a copyrighted work belonging to SessionStack. 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 SessionStack 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), SessionStack grants You a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to view and use the SessionStack 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 SessionStack Site Content except as expressly authorized under this Agreement. You agree that any copy of the SessionStack 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 SessionStack Site Content or Software that belongs to SessionStack in whole or in part without Our prior written authorization.
To access or use Our Services when not hosted on your own servers, 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 negligence).
SessionStack bills its customers in advance on a monthly or annual basis. 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 SessionStacks’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 are non-refundable notwithstanding early termination of such Service Subscription.
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 SessionStack provides Services to You and is not being hosted on your own servers, You hereby grant to SessionStack, its affiliates and service providers a non-exclusive, irrevocable, non-sublicenseable, 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.
You are invited to send Us any feedback or suggestions regarding the Site, Site Content, or Services (collectively, “Feedback”), provided that SessionStack 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 SessionStack free of charge. In the event such assignment is deemed to be legally unenforceable, You hereby grant SessionStack a worldwide, perpetual, irrevocable, exclusive, freely-transferable, fully paid, and royalty-free license for SessionStack 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 SessionStack to own or use Feedback, do not provide Feedback to SessionStack.
The Site may contain links to other websites operated by third parties. Such third party websites are not under the control of SessionStack and SessionStack is not responsible for the content of any third-party website or any link contained in a third-party website. SessionStack 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. SESSIONSTACK 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.
SESSIONSTACK IS PROVIDING THE SITE, SITE CONTENT AND SERVICES ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. SESSIONSTACK 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. SESSIONSTACK DOES NOT WARRANT THAT ANY SITE CONTENT IS ACCURATE, COMPLETE, CURRENT, OR ERROR FREE. SESSIONSTACK 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.
IN NO EVENT SHALL SESSIONSTACK 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 SESSIONSTACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. IN NO EVENT SHALL SESSIONSTACK’ 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 TEN DOLLARS ($10), OR IF YOU HAVE PURCHASED SERVICES FROM SESSIONSTACK, 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.
(a) Suspension. At the discretion of SessionStack and for any reason set forth in this Section 11 SessionStack 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 11(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 SessionStack (i) immediately as provided in this Agreement, (ii) after a period of suspension as set forth in Section 11(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 firstname.lastname@example.org 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 SessionStack 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.
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 SessionStack 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 SessionStack’s dispatch of an e-mail notice to You or thirty (30) calendar days following SessionStack’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 acknowledgment 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 relating to the Additional Terms to examine the then-current Agreement and Additional Terms.
SessionStack 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 SessionStack 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.
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 SessionStack’s cloud service provider, or any other cause beyond a party’s reasonable control.
You and SessionStack 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 SessionStack, in SessionStack’ 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 Republic of Bulgaria, without giving effect to any conflicts of laws principles that require the application of the law of a different state or jurisdiction. You agree that any legal action or proceeding between SessionStack and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a Bulgarian court of competent jurisdiction. This Agreement (which includes the Additional Terms) constitutes the entire agreement between You and SessionStack 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 email@example.com, marking the message “Attention: Terms.”.
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