LABRIKA LICENSE AGREEMENT
ACCEPTANCE OF THE TERMS: by registering through our Website and clicking “ACCEPT” (or any similar language) or by using or accessing the optimization services as detailed below you acknowledge that you have read, understood and agreed to this Agreement and our Privacy Policy available at: privacy page incorporated herein (collectively the “Terms”). You agree to be bound by these Terms and to comply with all applicable laws and regulations when using our optimization platform and services. You further acknowledge that this Agreement constitute a binding and enforceable legal contract between the Company and you which further enforces class action waiver and arbitration provision as detailed below in the dispute resolution section. IF YOU DO NOT AGREE TO THE AGREEMENT PLEASE DO NOT USE THE SERVICES IN ANY MANNER.
NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:
License
Subject to the terms and conditions of this Agreement, Labrika grants to you (and you agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: (i) the Service and (ii) certain proprietary documentation in the form generally made available by Labrika to you on the Site for use with the Software (the “Documentation”).
Your use of the Service shall be restricted pursuant to the terms and conditions of this Agreement. You agree to be responsible for the acts and/or omissions of any third party using the Service through your account. Other than as expressly granted above, no other rights are granted, including without limitation any and all Labrika patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectable) (“Intellectual Property Rights”). Nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Software. All ownership rights, title, and Intellectual Property Rights in and to the Service shall remain in Labrika and/or its licensors. You agree that Labrika has the right to change, modify, add to, discontinue or retire any aspect or feature of the Service at any time without any obligation to give you notice of any changes. From time to time, Labrika may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices.
Payment of Fees
Labrika offers a range of subscription plans to its Services, including a "Startup" a "Freelance" a "E-Commerce" and "Agency". As an express condition of your use of and access to the Service, you agree to pay all fees applicable to your subscription plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Service.
Except with regard to the Free Trial Period, Labrika bills its customers in advance on a monthly basis or once a year, reoccurring, for annual plans.
In the event you are required to withhold any portion of service fees due to payments to banks or taxing authorities, (i) you agree to do so and to indemnify Labrika for any liability resulting from your failure to make such withholdings, and (ii) Labrika reserves the right to adjust the pricing of the Service so that you are responsible for payment to Labrika of the full amount for the Service, net of any such withholdings. When required by law, you will be responsible for all applicable sales, use, transfer, excise, value-added or similar taxes, and your payment obligation to Labrika hereunder shall include the amount of such tax.
Labrika will not issue refunds for fees paid for a Labrika Service account, even for periods of inactivity. Labrika may change the price of the Service upon thirty (30) days notice to you. Such notice may be provided at any time by posting the changes to the Site. Labrika will not be liable to you or to any third party for any modifications, price changes, or suspension or discontinuation of the Labrika Service.
At the end of your subscription period, your Plan will automatically renew for a subsequent subscription period of equal length, unless Labrika receives notice within your billing account of your intent not to renew your Plan prior to the end of the then-current subscription period.
Non-Renewal Notice. You can send us your non-renewal notice for your subscription membership by emailing us at [email protected] at least thirty days prior to your membership expiration.
We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.
Upgrades/Downgrades
If you upgrade your Plan level, your credit card will immediately be charged a pro-rated amount reflecting the increased rate, and you will be charged the full amount of the new rate beginning with your next billing cycle.
The Plan downgrade will take effect the first billing cycle that occurs more than thirty (30) days following your notice to Labrika, and you will not receive any refunds for payments made on your current billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. Labrika disclaims liability for any such loss.
Any discounts applied to a previous subscription may not apply to a renewed subscription or upgraded, including to any automatic renewals.
Disclaimer of Warranties
Labrika PROVIDES THE SERVICES "AS-IS". NEITHER LABRIKA NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LABRIKA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT LABRIKA TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT Labrika TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. LABRIKA DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. LABRIKA WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON LABRIKA TECHNOLOGY OR LABRIKA’S RELATED SERVICES. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
Limitation of liability
IN NO EVENT WILL LABRIKA AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE, ADVERTISEMENTS, UNAUTHORIZED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED, TO CONTRACT OR TORT AND WHETHER OR NOT LABRIKA WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. IN NO EVENT SHALL LABRIKA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF MONIES PAID FROM YOU TO US AS CONSIDERATION FOR USE OF THE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
Modifications to Service
We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. You can stop using our Services at any time, although we'll be sorry to see you go. Labrika may also stop providing Services to you, or add or create new limits to our Services at any time.
- Labrika users agree that Labrika shall not be liable, to you or to any third party, for any modification, suspension or discontinuance, or failure of the service.
- Labrika users agree that Labrika shall not be liable for any damages caused by Labrika's software or services for any reason.
- Labrika users agree that it is their sole responsibility to maintain backups.
- Labrika users agree that Labrika shall not be liable for lost or damaged files.
Trademarks
The Labrika™ name, logo, other related names, design marks, product names, feature names and related logos are trademarks of Labrika and may not be used, copied or imitated, in whole or in part, without the express prior written permission of Labrika. In addition, the look and feel of the Service (including all page headers, custom graphics, button icons, and scripts) constitutes the service mark, trademark and/or trade dress of Labrika and may not be copied imitated or used, in whole or in part, without the express prior written permission of Labrika.
Interruption of Service
You agree that the operation and availability of the systems used for accessing and interacting with the service, including, the public telephone, computer networks and the internet or to transmit information, whether or not supplied by you or Labrika, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the service. Neither Labrika nor any of the Labrika parties shall be liabile for any interference with or prevention of your access to and/or use of the service.
No Resale
Any portion of, or use and access to, the Sites and Services of Labrika, including all Content publicly available therein, may not be reproduced, duplicated, copied, sold, traded, resold or otherwise exploited for any commercial purposes, unless you otherwise have an agreement with us which specifically grants you such right(s).
Restrictions
You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software; (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service, unless explicitly authorized by Labrika; or (iv) use the Service in violation of any applicable regulation or law; or (v) ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department's Bureau of Export Administration, the U.S. Department of Treasury's Office of Foreign Assets Control or any other applicable government agency.
You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
- You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
- You may not circumvent or attempt to circumvent any limitations that Labrika imposes on your account (such as by opening up a new account to create a publication that we have closed due to a violation of these Terms).
- Unless authorized by Labrika in writing, you may not probe, scan, or test the vulnerability of any Labrika system or network.
- You may not deny others access to, or reverse engineer, the Services, or attempt to do so.
- You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
- You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Labrika will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Labrika.
- You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
- Unless authorized by Labrika in writing, you may not resell or lease the Services.
- You may not modify, adapt, translate or create derivative works based upon the Service or any part thereof.
- You may not remove, obscure, block, hide or otherwise alter the display of any advertising (or any parts or aspects thereof), Labrika brand elements, including logos, trademarks, service marks or other materials displayed by Labrika in connection with the Service in any manner whatsoever.
Privacy
Our Privacy Policy describes how we access, use, store and share Customer’s data and when using the Services, and is incorporated in these Terms by reference. By accessing or using the Services, Customer acknowledges and understands that we will use Customer’s information as set forth in our Privacy Policy. Further, by providing your email address and subscribing to the Service, Customer hereby agree to receive Company’s newsletter promotions, updates and other commercial messages, which you may unsubscribe at any time.
Services not available for websites directed to children
You may not use the Analysis Services in connection with any website labeled or described as a "Kid's" or "Children's" website or any website directed at individuals under the age of 13. Each Client hereby represents and warrants that all of its Client Site Visitors are age 13 or over.
Indemnification
You agree to indemnify and hold Labrika, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Labrika by any third party due to or arising out of or in connection with your use of the Service and the Site.
Email Newsletter
By registering an account at Labrika ( free or paid ) you're giving us your permission to send email notifications to the email address that you have specified upon registration. These email notifications may include: updates, tips & tutorials on using Labrika tools, promotional offers and system messages. You're also given an option to subscribe to weekly updates from Labrika blog, which is not obligatory for completing the registration process. Please be advised that you can opt-out from any of these emails any time by using the "unsubscribe" link that is included at the bottom of each email that we send to you.
Beta Services
From time to time, Labrika may add new features to the Services that may be described as "beta" services or features (collectively, "Beta Features"). Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features. Users and Subscribers acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Service.
If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, Labrika disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running your software or hardware is borne entirely by Users.
Account Access
Where use of the Service is contingent on you and your users accessing an "account" and/or inserting a "user-identification" and/or "password", you agree that you will be solely responsible for the user-ids and passwords that are provided to you (as such passwords may be changed from time to time in accordance with features of the Service) to log-in to the password protected Service. If non-authorized individuals have access to your systems or to your users' user-id and password, they may be able to use the Service. You and your users shall keep any correspondence you receive relating to or through the use of the Service (including, but not limited to, your user-id, passwords, and other registration or sign-in information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of your user-ids, including without limitation, any actions that occur without your authorization. Accordingly, it is your responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent.
Blocking of IP Addresses
In order to protect the integrity of the Service, Labrika reserves the right at any time in its sole discretion to block Registrants and Members from certain IP addresses from accessing the Website.
Copyright Complaints
If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Labrika at [email protected]
Using our Services
Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. Our Services display some content that is not Labrika's. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don't assume that we do.
Links
Our Website may include links to other websites or resources. Since We have no control over such websites and resources, You acknowledge and agree that We are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible for any content, advertising, products or other materials on or available from such websites or resources. Our Terms and Privacy Policy do not apply to Your use of those other websites and resources. We cannot guarantee the completeness or accuracy of the websites or URLs to which Websites services link or refer. The process of including websites in Our Website’s services is largely automatic. Labrika does not screen the websites included in the services, and these other websites are maintained by persons over whom We exercise no control. For these reasons, You further acknowledge and agree that We shall not be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or resources.
Headings
Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.
Assignment
You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, and any attempted assignment by you shall be null and void.
Severability
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable between the parties.
No waiver
Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.
Force Majeure
Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
Notices
Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to [email protected], or if to you, to the email or physical address associated with your account. You hereby consent to receiving any notices relevant to the Services or this Agreement by e-mail without requiring a handwritten signature for such notice to be effective.
Modification to Terms
Labrika reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.