Legal Terms of Service
Date of Last Revision: Jan 1st, 2019
Please Read Carefully Before Using This Website: The following terms of service (“Terms of Service”) govern your use of the Onlizer Website, the compilation of all web documents (including images, code, and HTML files) made available via onlizer.com, www.onlizer.com or its subdomains or domains with identical names under other top domains and owned by Onlizer including all its parts and resources located at sub-domains (the “Web Site”) and the Onlizer web-based, application integration and data linking service accessed through the Web Site (“Service”), both of which are operated by Onlizer, LLC. (“Onlizer” or “we” or “Supplier”). By using the Web Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” or “Client" mean such entity.
Onlizer expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing contact you designate in your User Account (as defined below), through your User Account or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. In all other cases, and continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.
Unless otherwise provided in the text of this Agreement, the terms and definitions shall have the following meanings:
User Account - the primary means for accessing and using the Onlizer Services, subject to payment of a Fee designated in the selected Plan.
Authorization - the set of rights and privileges on the Web Site assigned to a User by a Client.
Client - a natural or legal person who has accepted these Terms with the Supplier.
Client Data - files and any other digital data and information, which is subjected to the Onlizer Services or otherwise inserted to the System by the Client.
Content - any data and information available through Onlizer Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials, and any comments.
Fee - regular payment for using the activated Account.
Free Trial - temporary access for the purposes of trying out the Web Site and Onlizer Services in accordance with any selected Plan without paying a Fee.
Guidelines - additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Onlizer Services.
Onlizer Content - the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Onlizer Services.
Onlizer Services - the Web Site, System, Content, Platform, and all content, services and/or products are available on or through the Platform.
Plan - various criteria related to the use and functionality of the Onlizer Services and on which the Fee is based.
Platform - Onlizer’s cloud-based application for integration and automation solutions development, hosting, runtime and other functions provided by Onlizer.
Special Terms - any particulars, specifications, and conditions by which the parties have agreed to deviate from these Terms.
System - the integrated cloud computing solution for providing the Onlizer Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases, and other components or materials provided therewith.
User - a natural person granted with the Authorization to use the Account on behalf of a Client.
Workflow - the movement of tasks through a work process that ensures that specific Users perform activities in a specific sequence.
AUTHORITY TO ENTER INTO THESE TERMS WITH SUPPLIER
The use of the Onlizer Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first: the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or for those Onlizer Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without Supplier’s prior written consent, access the Onlizer Services (i) for production purposes, (ii) if you are a competitor of Onlizer, (iii) to monitor the availability, performance or functionality of the Onlizer Services or (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
Provision of Onlizer Services.
Supplier will (a) make the Onlizer Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Onlizer Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Onlizer Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack, (d) provide the Client with the possibility to control the information on the Personal Account, the status of each request for data processing in the System by providing the account details in accordance with the Services Provision Rules.
Protection of Client Data.
The Supplier will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except (a) to provide the Onlizer Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section "Compelled Disclosure" below, or (c) as a Client or User expressly permit in writing.
The Services may be performed using equipment or facilities located in the European Union or the United States. The Supplier’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Onlizer customers when using the Onlizer Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, the Client grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Onlizer Services. The Supplier will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in this Terms.
List of processors:
Onlizer personnel that include developers, other IT-specialists acting as individual contractors and residing in Ukraine;
Microsoft Azure cloud services, application services, file storage, and backup services in Dublin, Ireland and in the US (Privacy Shield certified).
Hubspot Inc. developer and marketer of software products for inbound marketing and sales Based in US (Privacy Shield certified).
Paddle (paddle.com) is a SaaS company that offers a subscription billing service for software (Privacy Shield certified).
CLIENT USE OF WEB SITE AND SERVICES
User Account Registration; Passwords
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Onlizer. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Onlizer hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Onlizer elect to terminate such right in accordance with these Terms of Service.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
(c) Passwords: Upon registration on the Site, you will provide Onlizer with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occurs through your account, whether or not authorized by you. You agree to immediately notify Onlizer of any suspected or actual unauthorized use of your User Account. You agree that Onlizer will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
(d) Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.
Web Site Content
(a) Onlizer Content: The information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (collectively, “Onlizer Content”), are the copyrighted works of Onlizer, and Onlizer expressly retains all right title and interest in and to the Onlizer Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Onlizer Content may violate copyright and/or other applicable laws.
(c) Limited Site Content License: Onlizer grants you the limited, revocable, non-transferable, non-exclusive right to use the Onlizer Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other non-commercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage formats.
(d) Trademarks: All trademarks, service marks and logos included on the Site (“Marks”) are the property of Onlizer or third parties, and you may not use such Marks without the express, prior written consent of Onlizer or the applicable third party
(e) Monitoring of Site Content and use of Service: Onlizer reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Onlizer reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Onlizer will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Onlizer at admin@Onlizer.com, and Onlizer will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Onlizer’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Onlizer reserves all rights to seek damages and fees associated with infringement and/or fraud.
Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period of fourteen (14) days (“Free Trial Period”). NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
Refunds, Upgrading and Downgrading
Refunds are processed according to our fair refund policy. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. Onlizer does not accept any liability for such loss.
Cancellation and Termination by Client
You are solely responsible for properly canceling your User Account. An email or phone request to cancel your User Account is not considered cancellation. You can cancel your User Account at any time by clicking on the settings link in the global navigation menu. The settings screen provides a simple no-questions-asked cancellation link. If you cancel your User Account before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle.
Termination and Suspension by Onlizer
Onlizer may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service.
Effect of Termination
Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Service. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
You agree not to use the Web Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Onlizer products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Onlizer’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (6) transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Web Site’s, the Service’s or Onlizer’s system or network security may result in civil or criminal liability.
In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Onlizer; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or timesharing service.
You will retain ownership of any data, information or material originated by you that you transmit through the Service ("User Content") – for example, User Content from your accounts with third party services (e.g., Gmail or Dropbox) that passes through the Service. You shall be solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.
Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
You hereby grant to Onlizer a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Onlizer offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to Onlizer that is related to the Site and/or the Service.
Aggregated and/or Anonymized Data
Notwithstanding anything to the contrary set forth herein or otherwise, Onlizer will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Data and data derived therefrom), and to aggregate and/or anonymize all such data and information. Onlizer will be free at any time to: (i) use such information and data to improve and enhance Onlizer’s offerings; and (ii) disclose such data in aggregate or other de-identified forms in connection with its business.
Your Indemnification Obligations
Onlizer’s Indemnification Obligations
If you are a paying subscriber to the Service, Onlizer will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the United States intellectual property rights of a third party, and Onlizer shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to Onlizer; (b) give Onlizer sole control of the defense and settlement of the claim; and (c) provide to Onlizer all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service, (ii) User Content, or (iii) a combination of the Service with any content or other technology not provided by Onlizer.
Your Use of The Service to Send Communications
You acknowledge that (a) you exclusively are responsible for and control the timing, content, and distribution of all telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service and (b) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable state and federal laws, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service.
You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.
Linked Websites and Services
The Site and Service contains links to and integrations with third party websites and services (e.g., Gmail or Dropbox), and you agree that Onlizer provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Onlizer does not endorse such websites or services (or any products or other services associated therewith). Your use of such websites and services will be subject to the terms applicable to each such website and service.
If you are a paying subscriber to the Service, Onlizer warrants to you that it will provide the Service substantially in accordance with its documentation under normal use. In the event of any breach of such warranty, your exclusive remedy will be Onlizer’s re-performance of the deficient Service or, if Onlizer cannot re-perform such deficient Service as warranted, you may terminate your User Account as set forth above and Onlizer will refund a prorated portion of your monthly prepayment. You must notify Onlizer in writing of any warranty deficiency within 10 days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
LIMITATION OF LIABILITY
(a) Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SITE, SITE CONTENT AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ONLIZER MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, ONLIZER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND ONLIZER MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
(b) Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ONLIZER SHALL NOT BE LIABILE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ONLIZER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO ONLIZER HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.