Terms of Service
Last Modified: 10/28/2019
These terms and conditions govern your use of the Allogy Interactive web and mobile applications (taken together, our “Services”), which are owned by Allogy Interactive LLC (“Allogy”), to publish content (“Content”). Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other rules, policies and procedures that may be published from time to time by Allogy through the Services: [URL] (collectively, the “Agreement”).
Subject to the terms and conditions of this Agreement, Allogy hereby grants you a non-exclusive, non-transferable, limited right, for the term specified in each order form (or like document) executed by the parties (each an “Order Form”), to access and use the Services, solely for your operations in its ordinary course of business. We may suspend your right to access or use any portion of the Services if we determine that your use of the Services (i) poses a security risk to the Services, Allogy or any third party, (ii) may adversely impact the Services, or the networks or data of any other Allogy customer, business partner or service provider, (iii) does not comply with this Agreement, an Order Form or applicable law, or (iv) may subject Allogy or any third party to liability. We will endeavor to provide as much notice as is reasonably practicable under the circumstances, and to reinstate the Services as soon as reasonably practicable following correction of the issue.
You hereby grant us a non-exclusive and limited license to use, copy and store the Content and to transmit and display the Content to users who purchase a subscription to the Services, to the extent reasonably necessary to provide the Content using the Services. You authorize Allogy to use your marks in connection with the authorized use of the Content through the Service and the marketing and sale of the Services for use in conjunction with the Content.
You agree to provide us with a complete and accurate copy of the Content in electronic form or other appropriate format, as well as timely updates of the Content necessary to keep the Content complete and accurate. You have sole responsibility, and we assume no responsibility, for the Content.
You also authorize our inclusion of your name and standard marks in the customer list we post on our website and include in our marketing materials.
No rights or licenses are granted except as expressly set forth herein. Without limiting the foregoing, subject to the limited rights expressly granted in this Sections 1 and 2, all right, title and interest in and to (a) the Services and the technology used to provide the Services is retained by Allogy, and (b) the Content is retained by you.
If you purchase Services, you agree to pay us the applicable fees and taxes. Failure to pay applicable fees or taxes will result in the termination of your purchased Services. Also, you agree that, unless otherwise indicated on the Order Form executed by the parties with respect to the purchase of Services:
Use of the Services may be made available through a web browser or an application running on a mobile device (including SMS). You are solely responsible for all costs incurred by you with respect to your usage of the Services on a mobile device or computer, including data usage fees and other telecommunications fees.
Each of us agrees to comply with all applicable laws in connection with the matters governed by this Agreement. You will not permit any portion of the Content to contain any data, information or material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party rights, invasive of personal privacy or subject to confidentiality obligations imposed by applicable law or contract.
You agree that you (and any users included in your subscription for the Services) will not (a) make any of the Services available to, or use any Services for the benefit of, anyone other than you and your authorized users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Protected Health Information (PHI), (e) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (f) interfere with or disrupt the integrity or performance of the Services, (g) attempt to gain unauthorized access to the Services or its related systems or networks, (h) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Services, or (j) disassemble, reverse engineer, or decompile the Services or any software or technology user to provide the Services.
You agree to indemnify and hold us, our officers, and employees harmless from any claim or demand made by any third party due to or arising out of the infringement by you, your marks or any of the Content of any right of any third party. We agree to indemnify and hold you, your officers, and employees harmless from any claim or demand, including attorney’s fees, made by any third party due to or arising out of the infringement by us, our marks or the Service or the Services of any right of any third party. If required to provide indemnification under this provision, a party shall have the right to control the defense and settlement of the indemnified claim.
WE MAKE NO REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO THE SERVICES AND RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE SERVICES AT ANY TIME WITHOUT LIABILITY TO YOU OR ANY THIRD PARTY.
THE SERVICES MAY PERMIT USERS TO ACCESS SERVICES OR CONTENT PROVIDED BY THIRD PARTIES (“THIRD PARTY OFFERINGS”). WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH RESPECT THE THIRD PARTY OFFERINGS OR ANY CONTENT CONTAINED THEREIN. WE MAY DISCONTINUE ACCESS TO ANY THIRD PARTY OFFERING AT OUR DISCRETION AT ANY TIME, WITH OR WITHOUT NOTICE.
IN NO EVENT WILL ALLOGY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE SUM OF ALL AMOUNTS ACTUALLY PAID UNDER THE RELEVANT ORDER FORM TO ALLOGY IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY.
Subject to earlier termination as provided below, the term of this Agreement begins upon the execution of an Order Form by you and Allogy and continues until the last Order Form has expired or has been terminated. Either party may terminate this Agreement at any time in the event that the other party commits a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
In connection with this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information and shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential Information” includes any information that is either reasonably designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential, but excludes any information (a) known to the public through no fault or breach of this Agreement by the Receiving Party, (b) known by Receiving Party at the time of disclosure without an obligation of confidentiality, (c) independently developed by Receiving Party, or (d) rightfully obtained from a third party without restriction on use or disclosure.
This Agreement will be interpreted in accordance with the laws of the State of Florida and applicable federal law, without regard to choice of law principles. The prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will not affect any other provisions, and this Agreement will be construed as if such provision is severed and deleted from this Agreement. This Agreement comprises the entire agreement between you and us regarding the subject matter contained herein. This Agreement does not create any right in favor of any third party. Neither party may assign any rights or obligations under this Agreement except to a purchaser of all or substantially all of its assets who agrees to be bound by this Agreement without prior written approval of the other party. Nothing in this Agreement shall cause the parties to be deemed to be the agents, employees, partners or joint venturers of the other or to create an exclusive arrangement between the parties. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability.