Users of the Services offered by Avo acknowledge and accept these terms and conditions.
Terms of Service Effective as of May 25 th, 2018.
This Avo Online Customer Agreement ("Agreement“) is entered into by and between Avo Software inc., located at 340 S Lemon Ave #5356, Walnut, CA 91789, USA (“Avo“) and the entity or person placing an order for or accessing the Service (“Customer“ or “you“). This Agreement consists of the terms and conditions set forth below and any Avo ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Forms“). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you" or “Customer” reference your company.
The "Effective Date“ of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
You acknowledge and agree that Avo may modify the terms and conditions of this Agreement at any time in accordance with the "Modifications to Agreement" section.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
The licensed product is an application for businesses to define their analytics events, and auto-generate custom APIs that give developers instant feedback of correct implementation. The "Product" means (i) the machine-readable object code version of the software and the portions of the human-readable source code version of the software that the Licensor makes available, whether embedded on disc, tape or other media, for use on computer platforms (ii) the user manuals and documentation that the Licensor may provide for the Software, (iii) the related corrections, fixes, and revisions that the Licensor may provide, (iv) the related enhancements and updates that the Licensor may provide, (v) and all copies thereof.”
Access to the Service
The Licensee may use the Product to create an analytics schema that defines analytics events and their properties. The Licensee may invite multiple users to edit the schema within the Product. The Licensee may use the Product to generate custom APIs based on the analytics schema. The Licensee may use the Product to define data sources and destinations, which may be used to determine where to send analytics events in the custom generated APIs. The Licensee may use the Product to compare the analytics schema to older versions of the schema and the custom APIs generated by the users.
Customer shall not (and shall not permit any third party to): (a) rent, lease, provide access to or sublicense the Service to a third party; (b) use the Service to provide, or incorporate the Service into, any product or service provided to a third party; (c) use or attempt to use the Service for competitive analysis or benchmarking; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Avo); (e) copy, modify or create any derivative work of the Service or any Documentation; (f) remove or obscure any proprietary or other notices contained in the Service (including any reports or data printed from the Service); or (g) publicly disseminate information regarding the performance of the Service.
Avo makes available the Service through trial plans ("Trial Plans“) and paid plans (“Paid Plans“). Current plans are described at https://www.avo.app/pricing and Customer’s specific plan will be identified in the Order Form presented when Customer registers, orders or pays for the Service. Customer’s permitted scope of use – such as features available, permitted number of monthly tracked users (MTUs) and other usage limits – depends on the plan that Customer selects and will be specified on the applicable Order Form.
Paid Plans are provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term“). Unless otherwise specified on the applicable Order Form, each Subscription Term shall automatically renew for the same period as the then-current Subscription Term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term (e.g., monthly Paid Plans will automatically roll over month-to-month and annual Paid Plans will automatically renew for additional 12-month periods).
For Trial Plans, Customer may use the Service in accordance with this Agreement for the limited trial period designated on the Order Form or such other period as may be specified by Avo (the "Trial Period“). Trial Plans are permitted solely for Customer’s use to determine whether to purchase a Paid Plan. If Customer does not upgrade from a Trial Plan to a Paid Plan at the end of the Trial Period, then Customer’s access to the Service may be limited or suspended (to be determined at Avo’s sole discretion) until such time as Customer terminates this Agreement or converts to a Paid Plan.
Trial Plans may not include all features or functionality offered as part of Paid Plans, and Avo reserves the right to add or subtract any features or functionality at any time for such plans. Avo has the right to suspend or terminate a Developer Plan or Trial Plan at any time for any reason.
From time to time, Avo may grant Customer access to "alpha", “beta”, or other early-stage products (“Beta Releases“). While Avo may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH AVO WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. Avo makes no promises that future versions of a Beta Release will be released. Avo may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in Avo’s sole discretion, without liability.
Fees and Payment
All fees for Paid Plans are as set forth in the applicable Order Form and shall be paid by Customer in accordance with the payment terms set forth in the Order Form. If no payment terms are specified in the Order Form, then the following default terms apply: (i) for monthly Paid Plans, Customer will pay all fees at the end of the month and (ii) for annual Paid Plans, Customer will pay all fees within thirty (30) days of invoice. Except as expressly set forth in the Modifications to Agreement section, all fees are non-refundable. Avo reserves the right to increase the rates specified in the Order Form upon any renewal of a Subscription Term. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Avo. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
If Customer exceeds its permitted usage in any month of a Subscription Term as specified in an Order Form, Avo reserves the right to charge overage fees in respect of such excess usage at the applicable overage rates set forth in the Order Form. Customer will pay any overage fees monthly in arrears.
Customer understands and agrees that the Product contains certain information that is confidential and proprietary which Customer agrees to retain in strictest confidence and to use only in conjunction with the Product pursuant to this Agreement. Customer further agrees to keep the source code and all related documentation confidential and not to disclose such source code and/or related documentation to any third party. Customer further agrees that if it seeks assistance from any third party with respect to the use or any modification of the Product, it shall inform Avo in advance of the fact of such proposed assistance and the identity of such third party and receive written consent from Avo to such use or modification by the proposed assisting party of the licensed Product.
Information that is disclosed by one party to the other party, and that is marked "confidential," or which under the circumstances ought reasonably to be treated as confidential information (including but not limited to the terms of this Agreement) (collectively, “Confidential Information”), will be treated as confidential by the receiving party. The receiving party will not disclose to any third party any Confidential Information or use Confidential Information other than for purposes for which it was provided for one year after the disclosure of Confidential Information without the prior written consent of the other party.
The Customer owns all right, title and interest in and to the Customer Data. Avo owns all right, title and interest in and to (a) the Services and the Product, all improvements, enhancements or modifications, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Except for damages arising out of or as a result of (a) breach of a party’s obligations hereunder (including breach of a party’s confidentiality obligations), in no event shall either party be liable to the other party for any indirect, consequential or incidental damages (including damages for lost data, lost profits, or lost opportunities) or any punitive, special or exemplary damages, even if such party has been made aware of the possibility of such damages.
Relationship of the Parties: Nothing contemplated by this Agreement will be construed to place the parties in a relationship of partners, joint ventures, principal-agent or employer-employee, and no party will have any power to obligate or bind the other(s) in any manner whatsoever.
Assignment; Binding Effect; No Third Party Beneficiaries: This Agreement and the rights, benefits and obligations hereunder shall not be assignable or transferable by either party (other than to its affiliate) without the prior written consent of the other party. This Agreement shall inure to and be binding upon the parties hereto and their successors and assigns. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give to any person any legal or equitable rights, remedies or claims hereunder, other than the parties hereto or such successors or assigns.
Each party will be solely responsible for retaining, managing, paying and documenting (including entry into any separate contractual arrangements, if applicable) any third party vendors, agencies or suppliers it may utilize in satisfying its duties and obligations hereunder (e.g., provision of creative services, provision of sampling services, etc.).
This Term Sheet may be executed in counterparts, which together will constitute one document. E-mail or other electronic signatures will have the same legal effect as original signatures.
This Agreement will be governed by and interpreted in accordance with the laws of Iceland. The jurisdiction and venue for actions related to the subject matter hereof shall be the District Court of Reykjavík, located in Reykjavík, Iceland.
Avo may modify the terms and conditions of this Agreement (including Service pricing and plans) from time to time, with notice given to Customer by email or through the Service. If Customer has a Developer Plan or a Trial Plan, then any modifications will become effective immediately, and if Customer disagrees with the modifications, Customer’s exclusive remedy is to terminate this Agreement and cease using the Service. If Customer has a Paid Plan, Customer must notify Avo within thirty (30) days of notice of the modifications that Customer does not agree to such changes, and Avo (at its option and as Customer’s exclusive remedy) may either: (a) permit Customer to continue under the prior version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will apply) or (b) allow Customer to terminate this Agreement and receive a pro-rated refund of any fees Customer has pre-paid for use of the Service for the terminated portion of the applicable Subscription Term. Upon any changes to this Agreement, Customer may be required to click to agree to the modified Agreement in order to continue using the Service, and in any event continued use of the Service after the modifications take effect constitutes Customer’s acceptance of the modifications.