Subscription
Agreement
This Subscription Agreement (the
"Agreement") is a legal contract between you and Heidenreich
Innovations LLC ("Heidenreich"). The Agreement governs your purchase
and use of the various services, whether fee-based or free of charge, offered
on this website (each a "Service"). Your use of the Services is
conditioned on your acceptance of this Agreement. By checking the acceptance
box on the website, you accept and agree to be bound by all the terms and
conditions of this Agreement, as well as any additional terms specific to the
particular Services for which you register. If you do not agree to the terms
and conditions of this Agreement you are not authorized to access and use the website
or any Service. As outlined further
below, Heidenreich reserves the right, at its sole discretion, to change,
modify, add or delete portions of this Agreement at any time. Your
continued use of the website after any such changes constitutes your acceptance
of the new Agreement. Since this is a
binding legal agreement between you and Heidenreich, please print a copy of
this Agreement for your records.
1. THE SERVICES
Heidenreich will provide you with the Services for which you register on the website,
subject to the terms and conditions of this Agreement. You acknowledge that the
Services may be offered in various separately priced service levels
("Subscriptions") and you will only receive the Subscriptions that you have
registered for, and for which you are paying all associated fees. Descriptions
of each Service, and the various Service plans that are available for each
Service, are available on the website.
You may upgrade to a higher Service,
if available, at any time during the term of this Agreement by request via
emailing support@heidenreich.net or phone
+1.203.413.2030. Upon any such upgrade, Heidenreich will terminate your
previous Service Plan, refund you any excess payment for termination prior to
completing the billing cycle and start the new Service Plan with a new billing
cycle to which you agree to pay the increased fees for that Service in
accordance with this Agreement. Heidenreich reserves the right to modify,
enhance, or supplement the Services at any time in its sole discretion, provided
that if Heidenreich proposes to make a material changes to the Services, Heidenreich
will provide you with notice of those modifications and/or include notice of
the applicable changes on the website.
2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with
Heidenreich certain registration data, as requested by the Heidenreich online
registration form for the Service. Such registration data shall include, but
not be limited to, your name, address, email address, company name, credit card
number, and other billing information. Heidenreich reserves the right, in its
sole discretion, to refuse any registration or Service activation request for
any reason or no reason, and shall not be obligated to provide any Service to
you unless and until it has charged your credit card or received payment the
applicable fee. Heidenreich works to
protect the security of your credit card information during transmission over
the Internet by using Secure Socket Layering (SSL) to encrypt your credit card
number. It is important for you to
protect against unauthorized access to your password and to your computer. Heidenreich's use of your registration
information is governed by the Heidenreich Privacy
Policy which is hereby incorporated into this Agreement by
reference. By entering into this
Agreement with Heidenreich, you assent to the terms of the Privacy Policy.
3. YOUR PROMISES AND OBLIGATIONS
AS A
CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE
FOLLOWING.
A. All of the
registration information you supply to Heidenreich is true, complete, and
accurate, and you will notify Heidenreich of any changes to your registration
data during the term of this Agreement and submit updated information to Heidenreich
promptly and, in any event, within twenty (20) days of any such changes;
B. You will safeguard your account user
name and password by not disclosing your password to any third party, and you
will assume responsibility for any and all harm or liability attributable to
you or any other person accessing your account or any Services with your user
name and password;
C. You will not copy, sell,
redistribute, license, sublicense, or otherwise transfer your account, or any
materials provided to you in connection with the Services, to any third party
without Heidenreich's written consent;
D. Except as otherwise expressly
permitted by Heidenreich, you will not display, distribute, license, perform,
publish, reproduce, duplicate, copy, create derivative works from, modify,
sell, resell, exploit, transfer or transmit for any commercial purposes, any
portion of the Service, use of the Service, or access to the Service;
E. You acknowledge and agree that you are expressly prohibited from
systematically downloading data from the website and/or utilizing any automated
means to download data from this website;
F. You will comply with this
Agreement, the Acceptable Use Policy
and all laws and regulations governing your actions under this Agreement and
the use of the Service;
G. You will not use information
obtained via the Services or the website to send unsolicited commercial emails
or "spam"; and
H. You have full power and authority to
enter into this Agreement and to perform your obligations hereunder.
Without limiting its other remedies, Heidenreich may refuse or cancel your
account or Services at any time for any violation of the foregoing promises. To
assure compliance with this Agreement, including, without limitation, Section
3(b) above, Heidenreich reserves the right, but does not have the duty, to
monitor your compliance with this Agreement, including, without limitation, by
monitoring the frequency and locations of computers using the Service.
4. PAYMENT
You agree to pay Heidenreich any set-up fees and recurring subscription fees
listed on the website for the Services you select. Completion and submission of
any Service activation form authorizes Heidenreich to charge the credit card or
submit invoice to the company in your registration for all such fees and any
related taxes corresponding to the selected Services. Such charges will be made
on an annual or semi-annual basis. In order to avoid the full fee for any new
subscription period, you must cancel the Service by providing Heidenreich with
a written notice of cancellation no less than thirty (30) days BEFORE the new
period begins. Cancellation must be in writing (postal or electronic mail). The
cancellation is valid only upon receipt by Heidenreich. Heidenreich will send
an e-mail confirming the cancellation.
Any failure to pay the amounts due
under this Agreement will be a material breach of your obligations under this
Agreement. Without limiting any other remedies available to Heidenreich, YOU
AGREE TO FULLY REIMBURSE HEIDENREICH FOR ANY COSTS AND EXPENSES THAT
HEIDENREICH MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT
ANY SUCH UNPAID AMOUNTS.
5. PRICING CHANGES AND OTHER MODIFICATIONS
Subscriptions are based on a
set of features and/or usage limitations for each part of the Services. Heidenreich
may change its Service fees, or any other terms of this Agreement, at any time
by updating the applicable pricing information or other terms posted on Heidenreich's
website and informing you by e-mail about the changes. New pricing terms will
become effective beginning with the first full billing cycle after Heidenreich posts
such changes to its website. Changes to terms not related to pricing will
become effective seven (7) days after such notification. If you do not agree to
any changes posted by Heidenreich in accordance with this Section, you must
cancel your account or the affected Service as provided herein before the given
changes become effective. If you do not
cancel your account in accordance with the aforesaid you will be deemed to have
accepted and agreed to the changes.
6. DURATION
AND CANCELLATION OF SERVICES
Unless stated otherwise on the Heidenreich
web pages applicable to a given Service, each Service, depending on the payment
plan selected, will be provided and billed on an annual or semi-annual subscription
basis, measured from the beginning of the exact day of activation of the given
Service. Subscriptions will automatically renew with each annual or semi-annual
period, as applicable, until cancelled in accordance with this section. At any
time after activation of a Service, either you or Heidenreich may cancel that
Service (or Heidenreich may discontinue the Service completely) by providing
written notice to the other party, in which case the Service will terminate on
the date specified in the cancellation notice. If no date is specified, the
Service will terminate at the end of the then-current billing period (for paid
Services) or calendar month (for free Services).
Heidenreich also reserves the right
to cancel any individual Service immediately and without prior notice in the
event that you materially breach any provision of this Agreement or any other
terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF
ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE
SECTION ENTITLED "REFUNDS" BELOW.
7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that Heidenreich accepts your
initial registration and will continue in force until terminated according to
this section. Upon cancellation of all active Services, or any time thereafter,
either party may terminate your account and this Agreement by written notice to
the other party. Termination must be in writing (postal or electronic mail).
The termination is valid only upon receipt by the other party. In case of
termination by you Heidenreich will send an e-mail confirming the termination.
You should not assume that any request for termination has been accepted and
processed until you receive confirmation of the same.
Heidenreich also reserves the right to terminate your account and this
Agreement immediately and without notice in the event that you materially
breach any provision of this Agreement. No refunds will be available on account
of any termination of this Agreement, except as expressly provided in the
Section entitled "Refunds" below. Sections 10 through 15 of this
Agreement shall survive and remain in effect notwithstanding any termination of
this Agreement.
8. REFUNDS
If you cancel your account or any Service you acknowledge and agree that NO
REFUNDS WILL BE ISSUED. If Heidenreich cancels any Service for other reasons
than your breach of the Agreement, Heidenreich will reimburse amounts already
paid by you for the cancelled Service on a pro rata basis.
9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, HTML
code, computer programming, and other elements incorporated therein are the
exclusive property of Heidenreich. In addition, you acknowledge that Heidenreich
owns all right, title, and interest in and to Heidenreich's trademarks, trade
names, service marks, inventions, copyrights, trade secrets, patents,
technology, software, and know-how related to the design, function, or
operation of the Service. Your rights to the Services are strictly limited to
the rights expressly granted in this Agreement.
10. DISCLAIMER OF WARRANTY
Heidenreich makes no guarantees of any kind regarding the use or the results
derived from any Services in terms of dependability, accuracy, security,
timeliness, availability, reliability, or usefulness. The Services and all
related materials are provided on a strictly "AS IS" basis without
warranty of any kind. HEIDENREICH HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. HEIDENREICH DOES NOT WARRANT THAT THE OPERATION OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS OR WILL BE SUITABLE FOR
YOUR NEEDS OR YOUR INTENDED APPLICATIONS, THAT THE SERVICES WILL BE COMPATIBLE
WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU
SELECT, THAT THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,�
OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE
WILL BE ACCURATE OR RELIABLE.
ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK
AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH
MATERIAL. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR
FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL HEIDENREICH, ITS OFFICERS, DIRECTORS, EMPLOYEES AND/OR
AGENTS BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY
KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF
DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND
WHETHER OR NOT SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL, CUMULATIVE
LIABILITY OF HEIDENREICH, ITS OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS (IN
THE AGGREGATE) UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY HEIDENREICH
FROM YOU UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY
ACKNOWLEDGE AND AGREE THAT HEIDENREICH IS NOT RESPONSIBLE FOR ANY OF YOUR DATA
RESIDING ON THE HEIDENREICH HARDWARE. YOU ARE RESPONSIBLE FOR BACKING-UP YOUR
DATA AND INFORMATION THAT MAY RESIDE ON THE HEIDENREICH HARDWARE, WHETHER OR
NOT SUCH INFORMATION IS PRODUCED THROUGH THE USE OF THE SERVICE.
The above limitations of liability shall not apply in with respect to any
damages that are proven to be caused by the fraudulent acts or willful misconduct
of Heidenreich.
12. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at Heidenreich's request) defend Heidenreich
and its officers, directors, shareholders, and representatives from and against
any and all liability, damages, losses, costs, or expenses (including but not
limited to attorneys' fees and expenses) incurred in connection with any claim
related to (a) your breach of any term, condition, representation, warranty, or
covenant in this Agreement; or (b) the information you supply to Heidenreich or
make available to any third party, including your registration data and the
content of the e-mails corresponding to the ones you submit from Heidenreich.
This obligation shall survive any termination of your relationship with Heidenreich.
13. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and
exclusive remedy is to cancel your account or your subscription to the given
Service according to this Agreement.
14. GENERAL PROVISIONS
14.1 Governing Law and Venue. The laws of the state of
Connecticut United States govern this agreement. You hereby consent to the exclusive
jurisdiction of and venue in courts located in the state of Connecticut United
States in all disputes arising out of or relating to this Agreement or your use
of the Services and any action commenced by you against Heidenreich.
14.2 Additional Terms. This Agreement, along with Heidenreich's
other terms, conditions, and policies referenced herein and/or made available
on the website, including, without limitation, the Privacy Policy and Acceptable
Use Policy, constitute the entire agreement between you and Heidenreich
with respect to the Services.
14.3 Force Majeure. Heidenreich shall not be liable for failure or
delay in performing its obligations hereunder if such failure or delay is due
to circumstances beyond its reasonable control, including without limitation,
acts of any governmental body or failure of the software or equipment of third
parties.
14.4 Waiver; Unenforceable
Terms. No failure by
Heidenreich to enforce any term of this Agreement shall be construed as a
waiver thereof, nor shall it affect your obligations or Heidenreich's rights
and remedies hereunder. If any part of this Agreement is held to be
unenforceable, that part will be amended to achieve its intended effect as
nearly as possible, and the remainder of the Agreement will remain in full
force.
14.5 Notices. Except as provided otherwise
herein, any notice given under this Agreement will be made by email and will be
effective on the business day after it is sent.
14.5 Assignment. You may not assign this Agreement
or any rights and obligations thereunder without the prior written consent of Heidenreich
and any purported assignment in violation of this provision shall be null and
void.
14.6 Communications. You acknowledge that your account
is part of the Heidenreich network, and, consequently, you will receive
periodic commercial announcements and information regarding Heidenreich's
services. You may request to be removed from the Heidenreich's news mailing
list at any time. In the event of such removal, you may, however, continue to
receive communications regarding the Services to which you have subscribed and
your account with Heidenreich.
15. PUBLICITY
Heidenreich may include your company and/or website's domain name & logo on
its customer lists, testimonials and press releases related to the Services.
Additionally Heidenreich may use the anonymous results of your Heidenreich account
for displaying aggregated benchmark reports on the website and within the
Service. In addition, Heidenreich may
use anonymous and/or aggregated information for its internal research and may
disclose such information to third parties.
16. QUESTIONS
If you have any questions about this Agreement or the Services, please contact Heidenreich
by email at support@heidenreich.net.
We look
forward to doing business with you and hope you find our Services valuable.
Last Updated: June 23, 2009