Terms of Service
Last updated: 19.04.2019
Subscription Agreement
Please read this Subscription Agreement (“Agreement”) carefully before using the Messenger Order Tracking mobile application (the "Service") operated by Seven Spikes Ltd. ("us", "we", or "our").
Your access to and use of the Service is conditioned on your acceptance of and compliance with this Agreement. By accessing or using the Service, you agree to the terms of this Agreement. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates. If you do not have such authority, or if you disagree with any part of this Agreement, then you may not access the Service.
This Agreement is effective between You and Seven Spikes Ltd. as of the date You access or start using the Service.
The parties of this Agreement hereby agree as follows:
Access And Use of the Service
- Access
Seven Spikes Ltd grants to You a nonexclusive, non-sublicensable and nontransferable right to access and use the Service solely for Your internal business purposes only during the Subscription period (defined below) and subject to the terms and conditions of this Agreement. Your employees and third-party contractors and consultants have the right to access and use the Service solely on behalf of You. You shall be fully responsible for any and all liabilities arising from the activities of such employees and third-party contractors and consultants in connection with their access and use of the Service. This access right terminates at the end of the Subscription Period or earlier in accordance with this Agreement. You shall use the Service only for the purposes and in a manner that is permitted by applicable law and regulations. You shall not, and shall not attempt to, decompile, reverse engineer or otherwise derive or discover the source code of the software underlying the Service, or use the Service in a service bureau or other resale capacity. You shall not access or attempt to access the Service by any means other than the web and mobile device interfaces provided by Seven Spikes Ltd. or to attempt to circumvent or disable any access or use restrictions put in place by Seven Spikes Ltd. You shall maintain a list of all third-party contractors and consultants authorized to access the Service on behalf of You and will make such a list available to Seven Spikes Ltd. upon request.
- Availability
Our goal is to make the Service available 24 hours a day, 7 days a week, except during scheduled maintenance but We may not be able to achieve this goal at all times. Your ability to access and use the Service may also be affected by other factors that are outside of Our control, including Your access to the Internet.
- Passwords and Account Security
You are responsible for maintaining the security and confidentiality of all passwords associated with Your account, and for all activities that occur under Your account. If You become aware of any unauthorized or illegal use of any such password or account, You shall immediately notify Us.
Subscriptions
The Service is offered via a subscription model ("Subscription(s)")
- Subscription Period
The Service will be available upon Your subscription to the Service until (1) You cancel the Subscription; (2) or if you don’t provide payment of the Access Fees (defined below) for any particular month when due; (3) or We may terminate or suspend access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
- Access Fees
Our Access Fees are outlined on the Messenger Order Tracking website and We reserve the right to modify the Access Fees from time to time. We will provide notice of any changes to the Access Fees on Our website. You will pay the access fees set forth on the schedule. The Access Fee excludes all applicable sales, use and other taxes, and You will be responsible for payment of all such taxes, fees, duties and charges, and any related penalties and interest, that may arise from Your use of the Service.
- Payment
You shall provide Us with a complete and accurate account, billing and payment information and keep such information up to date during the Subscription Period. You must have a valid credit card and provide such credit card information to Us in order to use the Service. The Messenger Order Tracking app will use a third-party solution to save your credentials and charge you Your use of the Service. You will be charged each month for the Access Fees you have incurred. Failure to provide timely payment may result in the suspension of Your access to and use of the Service until the outstanding balance has been paid in full. We will restore access to the Service promptly after all outstanding amounts owed have been paid.
Input Data & Security
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (all referred to as "Input Data"). You are responsible for any Input Data resulting from Your use of the Service as well as the use of Your employees and Your contractors and consultants. You acknowledge and agree that Seven Spikes has no responsibility for such Input Data. You should have sole control over any and all data transmitted to the Service by You, Your employees, and Your third-party contractors and consultants and/or by other persons communicating with You via the Service. You hereby grant to Us a non-exclusive, royalty-free, worldwide license during the Term of this Agreement to reproduce, modify, create derivative works from, distribute, publicly perform and publicly display the Input Data solely in conjunction with the Service. You acknowledge and agree that all Input Data is the responsibility of You; provided, however, that Seven Spikes shall have the right (but not the obligation) in its discretion to remove from the Service any Input Data that violates this Agreement or Our policies and procedures, or is otherwise objectionable.
You acknowledge that servers and databases are maintained by or on behalf of Seven Spikes Ltd. to store the Input Data and other data processed by the Service, and may keep such information indefinitely. Seven Spikes Ltd. employs reasonable technological and operational security procedures intended to protect such data from loss, misuse, alteration, or destruction. However, You acknowledge that no security measure can guarantee against compromise, and Seven Spikes Ltd. does not guarantee that the servers and databases underlying the Service will not experience any such compromises.
Support & Updates
Seven Spikes Ltd will provide reasonable technical support by email to assist in Your access to and use of the Service. You may contact Us at any time at hello@sherpas.design. In order to improve or enhance the Service, we may periodically update the server-side software, and web and mobile device interfaces, underlying the Service.
Intellectual Property Rights
Reservation of Rights. All rights not expressly granted herein are reserved by Seven Spikes, including, but not limited to, the unrestricted right to grant access to the Service to third parties in any form anywhere. Nothing in this Agreement is intended by the parties to constitute a sale of the software or associated documentation underlying the Service, or any derivations thereof. Seven Spikes reserves the right to modify the Service in Seven Spikes' discretion.
The Service (including the software and associated documentation underlying the Service) are the valuable proprietary and trade secret information and property of Seven Spikes or its licensors. Title, ownership rights, and intellectual property rights, including but not limited to, copyright and patent rights, in the Service, and all derivatives thereof, shall remain with Seven Spikes and its licensors. You acknowledge the ownership and intellectual property rights of Seven Spikes and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights.
The trademarks, logos and service marks (the “Marks”) displayed in the Service and on Sherpas Design’s website are the property of Seven Spikes. You shall not use any Mark (or allow the use of any Mark by any of Your third-party contractors or consultants) without the prior written consent of Seven Spikes or the applicable third-party owner of the Mark.
Although You will remain the owner of any feedback provided to Us regarding the Service, You hereby grants Seven Spikes a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, transferable, unlimited, worldwide right to use and otherwise commercially exploit any feedback, ideas or other suggestions communicated by You to Seven Spikes.
NO WARRANTY
The Service and any related services are provided on an “As Is” and “As Available” basis, without warranty of any kind, whether written or oral, express or implied. Seven Spikes disclaims all implied warranties, including but not limited to all warranties of Title, Non-infringement, merchantability, and fitness for a particular purpose. Seven Spikes DOES NOT represent or Warrant that the Service will meet your needs or requirements, that any information obtained through the use of the Service will be accurate or reliable, that the use of the Service will be uninterrupted, timely, secure or free from errors, or that all defects in the Service will be corrected.
Termination
You may terminate this Agreement and cancel the Service at any time. If you wish, you may continue using the service if the Access Fees that have been paid cover a subscription period that has not expired. You will not owe any Access Fees for periods subsequent to the effective date of the termination of the agreement.
We reserve our right to terminate this Agreement and Your access to the Service at any time if You have failed to pay the Access Fee for any particular month when due and failed to make such payment within 30 days after receiving a reminder from us in writing.
Upon the expiration or termination of this Agreement, We will disable Your online access to the Service. Termination of this Agreement will not relieve either party from its obligation to comply with any terms of this Agreement that call for performance prior or subsequent to the termination date of the Service, including your obligation to pay Access Fees for the Service for periods prior to the termination date.
Risk of Loss
You acknowledge and accept all risk of loss or damage to Your devices and of Your third-party contractors and consultants, or loss of data, which results from or in connection with the use of the Service by You and/or Your third-party contractors and consultants.
Limitation of Liability & Indemnification
In no event will Sevens Spikes Ltd be liable for any lost profits, lost data, loss of business or reputation, or for any other consequential, indirect, incidental or special damages to your business of any kind even if We have been advised of the possibility of such damages. In no event will Seven Spikes' total cumulative liability under this Agreement from all causes of action of any kind, including tort, contract, negligence, and strict liability, exceed the amounts paid to Seven Spikes by You for access to the Service. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this Agreement would be substantially different.
You acknowledge that by making the Service available, Seven Spikes Ltd. doesn’t hold any responsibility or liability for the risks associated with Your Business. Accordingly, You shall defend, indemnify and hold harmless Seven Spikes and its officers, directors, employees and representatives from and against all claims by third parties arising out of or relating in any way to the conduct of Your business or the use of or inability to use the Service, and all associated losses, costs, damages, and settlements, including reasonable legal fees and expenses. In the event of a claim in respect of which Seven Spikes seeks indemnification from You, Seven Spikes will promptly notify You in writing of the claim, cooperate with You in defending or settling the claim at Your expense, and allow You to control the defense and settlement of the claim, including the selection of attorneys.
General Provisions
This Agreement represents the entire agreement between Seven Spikes and You with respect to Your access to and use of the Service. This Agreement shall be governed by the laws of the State of California and any controlling U.S. federal laws, exclusive of choice of law rules. If either party waives or modifies any term or condition of this Agreement, that will not void, waive or change any other term or condition. If either party waives a default by the other party, that does not mean that either party will waive future or other defaults. You may not assign or otherwise transfer this Agreement or any rights granted under it without the prior written consent of Seven Spikes, which consent may be withheld at Seven Spikes' sole discretion, and any purported assignment without Seven Spikes’s prior written consent shall be void. Each party’s relationship to the other is that of an independent contractor, and neither party is an agent or partner of the other. If any part of this Agreement, for any reason, is declared to be invalid, it shall be reformed to the minimum extent necessary in order for such part to remain in effect and be enforceable in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect. All notices under this Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth above, and will be effective upon receipt or three business days after being deposited in the mail, whichever occurs sooner. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
Contact us
If you have any questions about these Terms, please contact us at hello@sherpas.design.