Terms & Conditions for Business Subscription Service
Last updated: Aug 28, 2017
iCharts, Inc. (referred to herein as either the “Company”, “we”, “us”, or “our”) would like to welcome you as a Customer (referred to herein as either “you” or “your”). Your use of the iCharts Business Subscription Service (“Service”) shall be governed by the following Terms and Conditions.
Term – Your Service begins on the Effective Date of your Business Subscription Agreement (“Agreement”). Your agreement will be renewed automatically at the end of each term. You may cancel the service in writing for subsequent periods with a 60 day advance notice to the end of a term for the following term. All Services that are being added during a Term are considered to be a part of the Term.
Termination – A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Refund or Payment upon Termination — If this Agreement is terminated in accordance with this (Term/Termination) Section, we will refund any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with this section, you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Payment – All payments are due per the terms of the Agreement. Payments are to be made by the method stated in the Agreement. Invoices that are not disputed within 30 days of invoice date are conclusively deemed accurate. iCharts may suspend all services if payment of any invoiced amount is overdue and you do not pay the overdue amount within ten business days of our written notice to your billing contact. Fees for any services not included in your Agreement will be billed as agreed with you separately in writing. The price of service excludes any taxes that may be due upon the delivery or use of the service. If it is determined that the service provided to you is subject to taxes, then you are responsible for the payment of those taxes, unless you provide iCharts with satisfactory evidence of your exemption from the tax.
Service Level Commitment – iCharts commits to provide 99% uptime with respect to Customer’s service during each month of the Term, excluding regularly scheduled maintenance time. Regularly scheduled maintenance time will be communicated at least 48 hours in advance and is typically conducted on weekend nights and takes about an hour. iCharts in its sole discretion may take the service down for unscheduled maintenance, after giving advance notice. Unscheduled maintenance will count against the uptime guarantee. The service level may be amended by iCharts in its discretion but only after providing 30 days advance notice.
iCharts Makes no Warranties – We, iCharts, do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property. We disclaim any and all warranties not expressly stated in the Agreement including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You are solely responsible for the suitability of the service chosen.
Limitation Of Liability – Neither of us (nor any of your employees, agents, affiliates or suppliers) is liable to the other for any indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages. iCharts will not be held responsible for any infringement of privacy and security of data used to create the charts. Your data (including dataset loaded, Interactive Charts and Reports) are stored in your account and no other party can access the information unless expressly permitted or shared by you. Proper usage of copyrights related to the data is your responsibility.
Intellectual Property – iCharts retains all rights to all intellectual property as it pertains to the products and services provided by iCharts.
Applicable Laws – The laws of the State of California, USA including jurisdiction and venue of the courts of that State apply for all matters related to this Agreement.