Terms of Service

Last updated: March 1, 2019. These Terms of Service ("Terms") govern your relationship with the Service operated by Imesart S.à r.l. ("us", "we", or "our"). It is important that you read this carefully because you will be legally bound to these terms. If you are using the Service on behalf of your employer or another organization, you are agreeing to these Terms for that organization, and you represent and warrant that you have the authority to do so. In that case, "you" also means that organization. Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, customers, and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to the terms and conditions of this Agreement, in whole or in part, you may not access the Service.

Subscriptions

Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a period depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancels it. You may cancel your Subscription renewal either through the App Store subscription management page. If we do not receive full payment on time, we may suspend or cancel the Service, or downgrade you to the free service level. Suspension or cancellation of the Service for non-payment could result in a loss of access to and use of your account and its Content. We may in our sole discretion and at any time, modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. For Subscriptions made through the App Store, you will need to approve the new fee. In all other cases, your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. Except when required by law, paid Subscription fees are non-refundable. We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Intellectual Property

The Service and all contents, including but not limited to text, images, graphics or code are our property and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any of our trademark nor our affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service. All suggestions, enhancements requests, feedback, recommendations or other input provided by you relating to the Service shall be owned by us, and you hereby make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our Service any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of the Service. Our Service may contain links to third-party web sites or services that are not owned or controlled by us. We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

Termination

You are entitled to cease using our Service at any time and for any reason without notice to us, but you will continue to be charged for Service until you cancel your Subscriptions. We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms, any law, or any right of a party other than you. All provisions of the Terms shall survive termination, including without limitation: ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination, your right to use the Service will immediately cease.

Limitation Of Liability

In no event shall Imesart S.à r.l., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer And Non-Waiver of Rights

We make no guarantees, representations or warranties of any kind as regards the Service and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws. Imesart S.à r.l. and its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements. You may not assign, sub-license or otherwise transfer any of your rights under these Terms. The parties are independent contractors, and nothing in these Terms will be construed as creating a partnership, franchise, joint venture, agency, fiduciary, or employer-employee relationship between the parties.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws of Luxembourg, as applicable. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Dispute Resolution

All disputes and questions whatsoever which shall arise between us and you in connection with this Service Agreement, or the construction or application thereof or any provision contained in this Service Agreement or as to any act, deed or omission of any party or as to any other matter in any way relating to this Service Agreement, shall be resolved by arbitration. Such arbitration shall be conducted in Luxembourg in accordance with the arbitration rules of the Chamber of Commerce of Luxembourg. You consent to exclusive jurisdiction and venue in Luxembourg. The language of the proceedings will be English.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, stop using the Service.