Terms of Service

These Terms of Service (including Annexes and Appendices hereto, "Terms") is made between you ("Customer" or "you") and sofunnel, or other legal entity identified on the Order Form ("SOFUNNEL", "we", "us") (each a "Party", together, the "Parties") and governs Customer's use of the Sofunnel software (including upgrades thereto and any related content, application programming interface (hereinafter – "API"), software development kits, documentation, and software tools) available at https://sofunnel.app/ (hereinafter – "Sofunnel Software") and the products, services, and features we provided by us to you (collectively, the "Service").

These Terms set out the basis on which SOFUNNEL provides you with the Services and on which you may use them. Please note that our Privacy Policy which can be found on https://sofunnel.app/ (hereinafter referred to as the "Privacy Policy") forms an integral part of these Terms.

By assent to these Terms, you agree to accept and to be bound by these Terms and the Privacy Policy at all time. If you do not agree with one of these, please do not use our Services.

As pertains to the Service,

• the "Effective Date" of the Terms is the earlier of the date of (a) clicking the respective button or checkbox at the time you register an account or by creating an account; or (b) by accessing or using Sofunnel Software in the free trial offered by us; or (c) the effective date of the first Order Form between you and SOFUNNEL referencing these Terms.
• the "Term" of the Terms shall be as of the Effective Date until you or we terminate your account and/or the expiration or termination of the last outstanding Order Form. "Order Form" means the SOFUNNEL ordering document governed by the Terms that is signed by SOFUNNEL and you and specifies the products or offerings procured by you. For the avoidance of doubt, any Order Form is an integral part of the Terms.

1. LICENSE & RESTRICTIONS

1.1.

From the moment of acceptance of these Terms and signature of the corresponding Order Form (if applicable) and for the Term SOFUNNEL grants to Customer a non-sublicensable, non-transferable, non-exclusive, non-assignable and revocable right to access and use the Services and Sofunnel Software as part of the Services in accordance with the Terms, and solely for Customer's internal business purposes. Customer will not be provided with and shall have no right to any software code.

The Services may include features that work with Customer's or a third party's web-based, mobile, or other software application that is made available by Customer or its Authorized Users ("Third-party Applications"). To use these features, the Customer or its Authorized Users might need to obtain access to these Third-party Applications from their providers and grant us access to their accounts on these Third-party Applications.

SOFUNNEL reserves the right to suspend Customer's access to the Services for scheduled maintenance (with prior notice) or emergency maintenance (with or without prior notice). We reserve the right to modify the Service, introduce new features, discontinue the Service or its features, or impose usage limits at any time without prior notice. Additionally, we may temporarily or permanently terminate, downgrade, suspend, or restrict your access to the Service without prior notice or liability for any reason, including if we determine that you have violated any terms of these Terms.

The Customer is responsible for Authorized Users' use of the Services in accordance with the Terms. "Authorized Users" means the Customer and their respective employees, contractors, consultants or other legal representatives registered in Sofunnel Software (through customized link provided to the Customer by SOFUNNEL) with their contact e-mails that are used for communication with SOFUNNEL.

1.2.

Among other things, you and Authorized Users agree not to do any of the following (directly or indirectly):

1. to provide access to the Services to any third party (except Authorized Users) or otherwise permit a third party (except Authorized Users) to examine, use or benefit from the Services;
2. to copy, modify, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Sofunnel Software; modify, translate, display, republish, or create derivative works based on the Services or Sofunnel Software;
3. to use the Services in breach of any applicable laws, regulations, embargoes, restrictive measures;
4. access, store, or transmit any viruses, spam, or duplicative messages, or any material that is unlawful or harmful;
5. to use the Services so as to: (i) try to gain unauthorized access to or disrupt any service, device, data, account or network, (ii) send or store any content that is unlawful, abusive, or obscene, or (iii) send, store, or use any content in a manner which infringes SOFUNNEL's or any third-party Intellectual Property Rights. For the purpose of these Terms "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
6. to sell, rent out, lease, license, distribute, market, exploit the Services or any of their parts commercially;
7. to create, use and/or distribute automated or macro-command computer programs, robots, bots or other copying programs and software applications and/or use of Sofunnel Software mirror sites;
8. to use false information, use another user's account, assign someone else's identity, or provide false information about other individuals and legal entities within or during the use of the Services;
9. attempt to obtain an access password, account information or other information from any user, and/or sell, rent, share, provide for use and/or otherwise transfer to third parties the right to use your account and/or the ability to access it and/or otherwise provide third parties with the opportunity get benefits using your account;
10. not to comply with the requirements of SOFUNNEL's representatives and/or impersonate an employee or representative of SOFUNNEL or affiliated companies, partners and/or agents of SOFUNNEL;
11. to remove, alter, disable or circumvent any copyright and trademark notice or other author and manufacturer information, notices or labels contained on or within the Services.

2. PAYMENT TERMS

Customer agrees to pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars, (ii) fees are based on Services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) quantities purchased cannot be decreased during the relevant subscription term.

3. DATA & PRIVACY

Customer retains ownership of all Customer Data. "Customer Data" means all data, including all text, sound, video, or image files, and software, that are provided to SOFUNNEL by, or on behalf of, Customer through use of the Services. Customer grants SOFUNNEL a limited license to use Customer Data solely for the purpose of providing the Services to Customer.

SOFUNNEL will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by SOFUNNEL personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as Customer expressly permits in writing.

4. TERMINATION

Either party may terminate these Terms 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) immediately, 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.

Upon termination of the Terms, the rights granted under Section 1 will terminate and Customer shall promptly destroy all SOFUNNEL's Confidential Information and SOFUNNEL will remove Customer's access to the Services.

5. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOFUNNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SOFUNNEL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Delaware.

7. GENERAL

7.1. Entire Agreement

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.

7.2. Modifications

SOFUNNEL may change these Terms from time to time at its discretion. The date on which the Terms were last modified will be updated at the top of these Terms. SOFUNNEL will provide Customer with reasonable notice prior to material amendments or modifications taking effect, either by emailing the email address or by another method reasonably designed to provide notice to Customer.

7.3. Severability

Each provision of these Terms shall be considered severable such that if any provision or clause conflicts with any existing or future law or regulation, or is held to be illegal, unenforceable, or invalid by a court, the other provisions of these Terms shall be limited or modified to the minimum extent necessary to make it valid, legal and enforceable and so that these Terms shall otherwise remain in effect.