IMPORTANT-PLEASE READ CAREFULLY:
YOUR USE OF WEBSITES, SERVICES AND ASSOCIATED SOFTWARE (THE "SERVICES") FROM ACCOMPA, INC. IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
BY CLICKING THE "I AGREE" BOX DISPLAYED AS PART OF THE SIGNUP/ORDERING PROCESS, OR BY CLICKING THE "LOGIN" BUTTON DISPLAYED AS PART OF THE LOGIN PROCESS, OR BY UTILIZING THE ACCOMPA SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE ACCOMPA SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 13 YEARS OF AGE. This is a legal agreement ("Agreement") between You and ACCOMPA, Inc. (" ACCOMPA "), for use of the ACCOMPA services which You selected or initiated, which may include the Accompa.com website, the Accompa requirements management software, the IdeaGlow.com website, the IdeaGlow idea management software, and/or other websites and services provided by ACCOMPA ("Services"). "You" refers to the individual who uses the Services, registered and/or provided ACCOMPA his or her credit card or other payment mechanism for the Services or, if an individual is purchasing the Services on behalf of an entity authorized to purchase the Services on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms of this Agreement, You must not click the "I Agree" box, must not click the "Login" button and must not use the Services.
We offer a 30-day free trial of our Services with no further obligation - the use of this free trial by You is also subject to this Agreement.
1. SERVICES. ACCOMPA will provide the Services in accordance with this Agreement. ACCOMPA may at its sole discretion modify the features of the Services from time to time without prior notice.
2. RESPONSIBILITY FOR CONTENT OF YOUR DATA. You agree that You are solely responsible for the content of all data stored by You using ACCOMPA services. You agree that You will not use the Services to send unsolicited commercial e-mail outside Your company or organization in violation of applicable law. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although ACCOMPA is not responsible for any such content, ACCOMPA may delete any such content of which ACCOMPA becomes aware, at any time without notice to You.
2.1 Customer Data. ACCOMPA does not own any data, information or material that You submit to the Services in the course of using the Services ("Customer Data"). You, not ACCOMPA, shall have sole responsibility for the accuracy, integrity, legality, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ACCOMPA shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of Your breach), ACCOMPA will make available to You, for an additional fee, a file of the Customer Data within 30 days of termination if You so request at the time of termination. ACCOMPA reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Your non-payment. Upon termination for cause, Your right to access or use Customer Data immediately ceases, and ACCOMPA shall have no obligation to maintain or forward any Customer Data.
4. CHARGES. You agree that ACCOMPA may charge to Your credit card or other payment mechanism selected by You and approved by ACCOMPA ("Your Account") all amounts due and owing for the Services, including Service fees, subscription fees, set up fees, or any other fee or charge associated with Your use of the Services. You agree that in the event ACCOMPA is unable to collect the fees owed to ACCOMPA for the Services through Your Account, ACCOMPA may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by ACCOMPA in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that ACCOMPA may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.
4.1 Fees and Payments. You can always find the current charges posted under Manage Billing section of your Accompa account - ACCOMPA does not send you emails or other notifications of invoices or receipts. Your subscription will continue and renew automatically unless terminated by ACCOMPA or until You notify ACCOMPA in writing of Your decision to change Your subscription renewal. For cancellation instructions, login to your Accompa account and click on the Manage Billing section under Settings. If there are any monthly, annual or similar periodic fees for Your subscription, these fees will be billed automatically to the credit card or other payment method (such as Invoicing) designated during the registration process for Services, or subsequently designated to ACCOMPA at the start of the subscription period and at the start of each renewal period, unless You terminate Your subscription before the relevant period begins - at least five business days in advance for credit cards, and at least 30 business days in advance for Invoicing. You agree to pay or have paid all fees and charges incurred in connection with Your subscription for Services (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable - the only exception being credit card payments during the first 90 days which are backed by our 90-day money back guarantee. ACCOMPA may change the fees and charges then in effect, or add new fees or charges, by giving You fifteen calendar days notice in advance.
4.2 Credit Cards. As a condition to your right to use the Services, You must provide us with a valid credit card number belonging to You with available credit sufficient to pay the applicable fees - unless otherwise approved by ACCOMPA in writing. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize ACCOMPA, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that You do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, You will be in violation of this Agreement, and we may terminate this Agreement with You.
4.3 Free Trial Offers, Coupons, Credits and Special Offers. ACCOMPA reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. The Free Trial offer entitles new, registered subscribers to a one-time free trial usage of the Services. Free Trial terms vary by promotional offer. At the end of the trial period You will be automatically subscribed and we will bill your credit card for the fees for the Services based on the plan and the number of user licenses You selected at registration or to a default Service plan for trial subscribers selected by ACCOMPA. If You wish to terminate the trial and do not wish to subscribe to a plan, You must cancel before the end of your trial period. For cancellation instructions, log in to your Accompa account and click on the Manage Billing section under Settings.
4.4 Data Storage Charges. The maximum disk storage space provided to You at no additional charge is 100 MB per User license. For example, when You purchase 10 User licenses, You are assigned a total disk storage space of 1 GB. If the amount of disk storage required for You exceeds these limits, Your Account will be charged the then-current storage fees. ACCOMPA will use reasonable efforts to notify You when the total storage required for You reaches approximately 90% of the maximum; however, any failure by ACCOMPA to so notify You shall not affect Your responsibility for such additional storage charges. ACCOMPA reserves the right to establish or modify its general practices and limits relating to storage of Customer Data at any time without prior notice.
5. NO COMMERCIAL USE. Other than using the Services as permitted under the terms and conditions of written agreements between You and ACCOMPA , the Services may be used for internal business purposes only. You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. You shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the websites, Services, or any network or networks connected to the Services or security systems.
5.1 No Competitive Use. You may not access the Services if You are a competitor of ACCOMPA (this includes but not limited to companies that make or sell requirements management, requirements tracking, product management, idea management or other similar software, tools or services intended to capture and/or manage requirements, features, customer needs, ideas or feedback), except with ACCOMPA's prior written consent. In addition, You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
6. PROPRIETARY RIGHTS. ACCOMPA and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks and service marks associated or displayed with the Services. You will not remove, deface or obscure any of ACCOMPA's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Services.
Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
7. TERMINATION. You may terminate this Agreement by providing written notice to ACCOMPA via e-mail to email@example.com; or via letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ACCOMPA at the following address: ACCOMPA, Inc.,
5201 Great America Pkwy, Ste 320, Santa Clara, CA 95054 (USA). Such termination will be effective on the last day of the term, subject to (30) days prior written notice. If You fail to comply with any provision of this Agreement, ACCOMPA may terminate this Agreement immediately without notice. Sections 2 through 14, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services and destroy any copies of associated software within Your possession and control.
8. EXPORT RESTRICTIONS. You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
9. INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to ACCOMPA , its affiliates, suppliers and any other party authorized by ACCOMPA to resell, distribute, or promote the Services ("Resellers"), and under such circumstances ACCOMPA , its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
10. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND ACCOMPA , ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ACCOMPA , ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless ACCOMPA , its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, ACCOMPA , its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
ACCOMPA'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ACCOMPA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACCOMPA OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ACCOMPA , ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ACCOMPA'S , ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
12. ASSIGNMENT. This Agreement may not be assigned by You without the prior written approval of ACCOMPA but may be assigned without Your consent by ACCOMPA to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of ACCOMPA directly or indirectly owning or controlling 50% or more of You shall entitle ACCOMPA to terminate this Agreement for cause immediately upon written notice.
14.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Santa Clara County, California.
14.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
14.3 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. ACCOMPA may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to ACCOMPA under this Agreement must be sent to the address provided in Section 7 above, or other address as provided by ACCOMPA for such purpose. Any and all rights and remedies of ACCOMPA upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on ACCOMPA , and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.