Cerri Work Subscription Agreement
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
YOU ACCEPTING THIS AGREEMENT, EITHER BY CLICKING ON THE BOX INCLUDED IN THE ORDER FORM THAT REFERENCES THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on June 22nd, 2020. It is effective between You and Us as of the date of You accepting this Agreement.
1. Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Agreement" means this Subscription Agreement.
"Beta Services" means Cerri services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
"Content" means information obtained by Cerri from publicly available sources or third party content providers and made available to Customer through the Services.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm.
"Order Form" means an ordering document or online order specifying the Services to be provided hereunder.
"Purchased Services" means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
"Services" means the products and services that are ordered by You under an Order Form or provided to You under a free trial.
"User" means an individual who is authorized by You to use a Service, for whom You have purchased a subscription.
"We," "Us" or "Our" means the Cerri company described in Section 11.
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement.
"Your Data" means electronic data and information submitted by or for Customer to the Services.
2. Free Trial
If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period, (b) the start date of any Purchased Service subscriptions, or (c) termination by Us in our sole discretion.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
3. Our Responsibilities
3.1 Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week.
3.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data.
3.3 Our Personnel. We will be responsible for the performance of Our personnel and their compliance with Our obligations under this Agreement.
3.4 Beta Services. From time to time, We may make Beta Services available to You at no charge. Beta Services are intended for evaluation purposes and not for production use.
4. Use of Services and Content
4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, Services and access to Content are purchased as subscriptions.
4.2 Usage Limits. Services and Content are subject to usage limits of 10GB per user and maximum file transfer size of 250MB.
4.3 Your Responsibilities. You will be responsible for Users' compliance with this Agreement and Order Forms, the accuracy of Your Data, and preventing unauthorized access to Services and Content.
5. Fees and Payment
5.1 Fees. You will pay all subscription fees corresponding to your subscription plan, plus any applicable tax. Payment obligations are non-cancelable and fees paid are non-refundable.
5.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order. Unless otherwise stated, invoiced charges are due net 10 business days from the invoice date.
5.3 Overdue Charges. If any invoiced amount is not received by the due date, charges may accrue late interest at 1.5% per month.
5.6 Taxes. Our fees do not include any taxes. You are responsible for paying all Taxes associated with Your purchases.
6. Proprietary Rights and Licenses
6.1 Reservation of Rights. We and Our licensors reserve all right, title and interest in and to the Services and Content.
6.4 License to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our services any feedback provided by You or Users.
7. Confidentiality
7.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party to the other party that is designated as confidential or that reasonably should be understood to be confidential.
8. Representations, Warranties and Disclaimers
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
9. Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT.
10. Term and Termination
10.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions have expired or been terminated.
10.2 Term of Purchased Subscriptions. Subscriptions will automatically renew unless either party gives notice of non-renewal at least 30 days before the end of the relevant subscription term.
11. Who You Are Contracting With
You are contracting with: Cerri.com AG, a Swiss corporation
Notices should be addressed to: Winkelriedstrasse 35, 6003 Luzern, Switzerland
The governing law is: Lausanne, Switzerland
The courts having exclusive jurisdiction are: Lausanne, Switzerland
12. General Provisions
12.1 Export Compliance. The Services may be subject to export laws and regulations.
12.2 Anti-Corruption. You agree that You have not received or been offered any illegal bribe, kickback, payment, gift, or thing of value from any of Our employees or agents.
12.3 Entire Agreement. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior agreements.
12.5 Relationship of the Parties. The parties are independent contractors.