(Updated: Sept. 14th, 2022)
Please read this TOU carefully. It is a binding contract between You and Alluresoft, LLC. By creating an account or using the Services, Site, and/or Software, You agree that You have read, understood, and agreed to be bound by this TOU.
Definitions. The following terms have the following meaning in this TOU.
(a) “We”, “Us”, or “Our” mean Alluresoft, LLC.;
(b) “Site” means this web site, divvyhq.com, and other web sites We have or establish for Your use;
(c) “You” or “Your” means any user of the Site or Services, including any entity You may represent;
(e) “Content” means all text, input, graphics, videos, trade dress, trademarks, works of authorship, features, functions, and other materials on or available via this Site;
(f) “Services” means Our Software and other services made available at or through the Site; and
(g) “Software” means Our content planning and workflow software licensed as part of the Services.
1. License. Subject to the terms and conditions of the TOU, and in exchange for the monthly subscription fee, You are granted a limited, non-exclusive, non-assignable license to use the Software and Services.
2. Changes to TOU and Services. We reserve the right at any time, and from time to time, to change, modify or discontinue, temporarily or permanently, all or any part of the Site, Services, Software, fees, or TOU. We will post such changes to the Site. We strongly recommend that You frequently revisit this page to review any such changes.
3. Registration, User ID, and Password. Parts of the Services are accessed by user ID and password. If You apply for or secure a user ID and password from Us, You agree that You (a) will provide complete, accurate information about Yourself when prompted, (b) will not allow any other persons or entity to use Your User ID and password to gain access to the Services; (c) will notify Us if You become aware of any unauthorized use of your user ID and password; (d) will maintain and promptly update Your registration data to keep it complete and accurate; and (e) are of legal age to create a binding contract and account at this Site.
4. Payment for Services. Fees for Services are posted on the Site and are subject to change. The amount of the fee is determined by the level of Services You purchase. The fees will be automatically charged to your credit card account or such other account as you arrange with Us. If you purchase Services and do not cancel the Services within 14 days after creation of an account, You will be asked for Your credit card or invoicing information and will be billed starting on the 14th day after the creation of an account. Fees are exclusive of taxes. You are responsible for payment of any sales or other transaction taxes.
- (a) Monthly Payment Plans. If You have a legacy monthly payment plan and cancel prior to the processing of Your first invoice, You will not be charged. Payments are due for any month on the same date, or the closest date in that month, to the date of the month You secured an account and made Your first monthly payment. Payments will not be prorated for parts of months. Monthly payments must be made for the full month for which any part of the month is included. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for unused months.
- (b) Annual Payment Plans. If You subscribe to an annual payment plan, You are required to pay in advance or pay the full 12 months of the subscription. No refunds will be made for cancellations before the end of the 12 month subscription period. If you wish to upgrade to a higher plan level or add additional users, We will prorate the remaining balance on the existing contract towards the upgraded subscription.
5. Credit Cards. When You use a credit card to purchase or pay for any goods or Services on this Site, You warrant that You are the owner or authorized user of such card, that all information submitted therewith is accurate and true, that You will renew or replace any expired card, and that You will indemnify Us for any loss or damage sustained by Us in connection with any false or incorrect information submitted or provided by You in connection with the use of such card.
6. Termination. Subject to the payment terms above, You may cancel Your account and cease receiving Services by providing Us 20 days notice prior to Your annual contract renewal date. We may, upon 10 days advance notice, cancel your account and terminate Your access to the Services and Software if you fail to timely pay the fees for use of the Services and Software or if you violate any of the terms of this TOU. In order to avoid loss of data upon termination, You must make and preserve, and are solely responsible for, backups of Your data.
7. Disclosing Account Information. We may disclose your account, personal information, and content if We are required to do so by law, or if We believe that such disclosure is necessary or desirable in order to: (a) comply with legal process; (b) enforce the TOU; (c) respond to Your requests for customer service; or (d) protect Our rights, property, or safety, or the rights, property, or safety of our users or the public.
9. Prohibited Actions on Our Site. You may not do any of the following on or in connection with the Site, Services, or Software: (a) copy, modify, create derivative works of, or reverse engineer any source code used in connection with the Software; (b) obtain unauthorized access to this Site; (c) impersonate or misrepresent your affiliation with another person or entity; (d) infringe the patent, copyright, trademark, trade secret, right of publicity, right to privacy, or other proprietary right of any person or entity, including Us; or (e) upload, post, transmit, or submit to or through the Site any information or material that (i) contains software viruses or code designed to interrupt, destroy or limit the functionality of hardware or software, or (ii) is defamatory, libelous, obscene, abusive, threatening, racially or ethnically objectionable.
10. Intellectual Property. All of Our Content and Software on or accessible via this Site, including without limitation all algorithms, techniques, methods, tools, source code, and know-how, is owned or licensed by Us and is subject to copyright, trademark and other federal and state laws relating to intellectual property. No such Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold, without Our prior written consent or that of Our licensors and licensees.
11. Your Content. You are solely responsible for all content or materials that You post, submit to, transmit to, or input into the Site or the Software, including content that You make available to third parties.
13. Disclaimer of Warranties. (a) THIS SITE, THE SERVICES, AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (b) WE MAKE NO WARRANTY THAT (i) THIS SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (ii) THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE INFORMATION OBTAINED FROM THIS SITE OR THE USE OF THIS SITE WILL BE ACCURATE; OR (iv) THE USE OF THE SERVICES WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEM OR SOFTWARE.
14. Limitation of Liability. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGE TO YOUR BUSINESS, PERSONAL INJURY OR ILLNESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THIS SITE, THE SERVICES, OR THE SOFTWAWRE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THIS SITE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THIS SITE; OR (e) ANY GOODS, MATERIALS, SERVICES, OR INFORMATION PURCHASED OR ACQUIRED AT OR THROUGH THIS SITE.
15. Indemnity for Breach/Causation of Claims. You agree to indemnify, defend and hold Us (and Our officers, director, agents and employees) harmless from and against all claims, demands, caused of action, liabilities, judgments, damages, and costs (including attorney’s fees) arising out of or related to (a) the content or materials that You post, submit, transmit, input into, or make available through, the Site or the Software, (b) Your use of and connection to the Site or Services, (c) Your breach or violation of any of the terms of this TOS.
16. International Notice. You may not use or otherwise export or re-export the Software or Services except as authorized by United States law and the laws of the jurisdiction in which the Software or Services were obtained. In particular, but without limitation, the Software or Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software and/or Services, you represent and warrant that you are not located in any such country or on any such list.
Support and Service Level Agreement (SLA)
1. SERVICE LEVELS AND ESCALATION
- The level of system availability will be at an average of 99.95% of the time 24X7x365. The Web Browser access compatibility shall allow for utilization by the then-current version and the three prior versions of Microsoft Edge, Mozilla Firefox and Google Chrome.
- Supplier may not be liable to credit reimbursement for service impact to data centers due to natural disasters.
Prioritization of Problem Resolution
Problems will be addressed by Priority Levels and will be escalated to a progressively higher Supplier management level as required and depending upon those priorities. Issues that are affecting Supplier’s platform at a system-wide level will be prioritized and handled based off of the table below. A description of these Priority Levels is as follows:
|Priority Level||Target Response Time||Description of Problem|
|Priority 1||4 hours||The highest priority level, this classification indicates a business-critical loss of service, or serious impairment to service, which cannot be circumvented. Examples: Outages (Hardware or Software, Network or Cannot Access Software or Website)|
|Priority 2||24 hours||Issue impacts business operations but the application is still functional. Examples: Slow Response Time|
|Priority 3||96 hours||Possible business impact, should be fixed at next maintenance release|
|Priority 4||TBD||Cosmetic issue, no significant business impact, will be addressed at the earliest possible opportunity|
Escalation of Notification
|Management Level||Priority 1||Priority 2||Priority 3||Priority 4|
|Customer Success Representative||Immediate||Immediate||Immediate||Immediate|
|Product Manager||15 minutes||15 minutes||4 hours||36 hours|
|CTO||Immediate||15 minutes||12 hours||96 hours|
2. CUSTOMER SUPPORT EXPECTATIONS
For general inquiries or account-specific issues, Supplier will provide the following support options, response times and escalation procedures.
- Telephone support: Monday to Friday, 9:00 AM to 5:00 PM CT
- Calls received out of office hours will be forwarded to voicemail
- Email support: Monitored Monday to Friday, 9:00 AM to 5:00 PM CT
- Emails received outside of office hours will be addressed the next working day
|Customer Success Representative||48 hours||24 hours||2 hours|
|Product Manager||N/A||48 hours||4 hours|
3. MAINTENANCE OF SOFTWARE
Supplier shall provide maintenance and upgrades to the application, the web server software, operating system and equipment once per month during the hours of 09:00pm CT and 11:00pm CT (the “Routine Window”) unless deferral of such maintenance or upgrades to the Routine Window would materially and adversely affect performance or security of Supplier’s network or data center. Supplier shall endeavor to perform such maintenance or upgrades in such a manner so as to not adversely impact Customer’s use of the Software and Services. To the extent possible, Supplier shall notify Customer as far in advance as practicable of any maintenance or upgrades outside the Routine Window. Supplier shall provide error correction services, including programming changes to the Software, and modifications to the Documentation, to correct reproducible errors therein so that the Software is brought into conformance with the Documentation. Supplier will keep the Software updated as required to remain compatible with current industry standard operating systems and hardware platforms without additional charge to the Customer.
Supplier will maintain a complete and current copy of the Software and Customer’s database on a server located within AWS. Supplier will provide access to the Software for Customer 24×7 except during periods of maintenance, back-up and upgrade services. Supplier will back up the database every 30 minutes.
Supplier’s failure to make the Services available at least 95% of the time in any given month during the term and any renewal term excluding scheduled maintenance shall be deemed a service level default (“Service Level Default”). For the purposes of this Agreement, “available” means that Customer and its authorized users are able to access all features and functions of the Software and Services, including but not limited to, the Software and Supplier Content.
During the term of the Agreement, Supplier shall, at a minimum, implement certain procedures designed to protect the security of Customer’s Data and Customer’s Confidential Information:
- User identification and access controls designed to limit access to the Customer Data and other Customer Confidential Information to authorized users and to Supplier as otherwise permitted under the Agreement.
- External connections to the internet will have appropriate security controls including industry standard intrusion detection and counter-measures that will detect and terminate any unauthorized activity prior to entering the firewall maintained by Supplier.
- Industry standard firewalls regulating all data entering Supplier’s internal data network from any external source which will enforce secure connections between internal and external systems and will permit only specific types of data to pass through.
- Industry standard security techniques will be used when Customer Data and electronic forms of Customer’s confidential information are transmitted by Supplier on behalf of Customer.
- Regular testing of the systems and procedures outlined in this section; and
- Audit controls that record and monitor Software and Services activity continuously.
For more on our security policies and procedures, please refer to our Security FAQs.