Last updated: April 9th, 2020
The Service Terms below govern your use of the Services. Capitalized terms used in these Service Terms but not defined below are defined in the Accelize Customer Agreement or other agreement with us governing your use of the Services (the “Agreement”). For purposes of these Service Terms, “Your Content” includes any “Company Content” and any “Customer Content,” and “Accelize Content” includes “Accelize Properties.”
1.1. You may not transfer outside the Services any software (including related documentation) you obtain from us or third party licensors in connection with the Services without specific authorization to do so.
1.2. You must comply with current technical documentation applicable to the Services (including applicable developer guides) posted on the Accelize Site.
1.3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.
1.4. In connection with your use of the Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove Your Content without prior notice, we will provide prompt notice to you unless prohibited by law.
1.5. You will ensure that all information you provide to us via the Accelize Site (e.g., information provided in connection with your registration for the Services, requests for increased usage limits) is accurate, complete, and not misleading.
1.6. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services and Accelize Content (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
1.7. If your Agreement does not include a provision on Accelize Confidential Information, and you and Accelize do not have an effective non-disclosure agreement in place, then you agree that you will not disclose Accelize Confidential Information (as defined in the Accelize Customer Agreement), except as required by law.
1.8. You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
1.9. Only the applicable Accelize Contracting Party (as defined in the Accelize Customer Agreement) will have obligations with respect to each Accelize account, and no other Accelize Contracting Party has any obligation with respect to such account. The Accelize Contracting Party for an account may change as described in the Agreement. Invoices for each account will reflect the Accelize Contracting Party that is responsible for that account during the applicable billing period.
If, as of the time of a change of the Accelize Contracting Party responsible for your account, you have made an up-front payment for any Services under such account, then the Accelize Contracting Party you paid such up-front payment to may remain the Accelize Contracting Party for the applicable account only with respect to the Services related to such up-front payment.
1.10. When you use a Service, you may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.
1.11. If you process the personal data of End Users or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
1.12. If you have been charged for a Service for a period when that Service was unavailable (as defined in the applicable Service Level Agreement for each Service), you may request a Service credit equal to any charged amounts for such period.
1.13. If you are a customer that is subject to the French Politique générale de sécurité des systems d’information de santé (PGSSI-S), you agree that your use of the Services complies with the PGSSI-S.
1.14. Data Protection.
1.14.1 These Service Terms incorporate the Accelize GDPR Data Processing Addendum (“DPA”), when the GDPR applies to your use of the Accelize Services to process Customer Data (as defined in the DPA).The DPA is effective as of April 9th, 2020 and replaces and supersedes any previously agreed data processing addendum between you and Accelize relating to the Directive 95/46/EC.
1.14.2 These Service Terms incorporate the Accelize CCPA Terms (“CCPA Terms”), when the CCPA applies to your use of the Accelize Services to process Personal Information (as defined in the CCPA Terms).
1.15. Following closure of your Accelize account, we will delete Your Content in accordance with the Documentation.
2.1. This Section describes the additional terms and conditions under which you may (a) access and use certain features, technologies, and services made available to you by Accelize that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental”, and any related Accelize Content (each, a “Beta Service”) or (b) access and use Services and any related Accelize Content available in Accelize regions that are not generally available, including, but not limited to, any Accelize regions identified by Accelize as “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Region”).
2.2. You must comply with all terms related to any Beta Service or Beta Region as posted on the Accelize Site or otherwise made available to you. Accelize may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services or Beta Regions at any time. Service Level Agreements do not apply to Beta Services or Beta Regions.
2.3. You may provide Accelize with information relating to your access, use, testing, or evaluation of Beta Services or Beta Regions, including observations or information regarding the performance, features, and functionality of Beta Services or Beta Regions (“Test Observations”). Accelize will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service or Beta Region.
2.4. Accelize may suspend or terminate your access to or use of any Beta Service or Beta Region at any time. Your access to and use of each Beta Service and Beta Region will automatically terminate upon the release of a generally available version of the applicable Beta Service or Beta Region or upon notice of termination by Accelize. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service or Beta Region for any reason, (a) you will not have any further right to access or use the applicable Beta Service or Beta Region, and (b) Your Content used in the applicable Beta Service or Beta Region may be deleted or inaccessible.
2.5. Test Observations, Suggestions concerning a Beta Service or Beta Region, and any other information about or involving (including the existence of) any Beta Service or Beta Region are considered Accelize Confidential Information.
2.6. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, BETA SERVICES AND BETA REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, ACCELIZE IS PROVIDING BETA SERVICES AND BETA REGIONS TO YOU “AS IS.” ACCELIZE AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ACCELIZE AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ACCELIZE’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES AND BETA REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
3.1. Except to the extent Content made available through Accelize Marketplace is provided to you under a separate license that expressly states otherwise, neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Content, (b) reverse engineer, disassemble, or decompile the Content or apply any other process or procedure to derive the source code of any software included in the Content, (c) resell or sublicense the Content, (d) transfer Content outside the Services without specific authorization to do so, or (e) tamper with or circumvent any controls or make unauthorized copies of the Content.
3.2. Accelize may stop providing Accelize Marketplace (or any features of or listings within Accelize Marketplace), without prior notice to you. In addition, Accelize may disable or remove Content you have purchased on Accelize Marketplace, if Accelize determines that the Content may violate any Policies or any other regulations, policies, or laws.
3.3. To the extent authorized by the respective third party provider on Accelize Marketplace, Accelize may disable access to or remove any Third Party Content you purchased or subscribed to on Accelize Marketplace in the event of overdue and uncollected payments, upon Accelize providing you with at least 30 days’ advance written notice.