Active Knocker Service Agreement
THIS AGREEMENT GOVERNS YOUR USE OF ACTIVE KNOCKER SERVICES.
BY CLICKING THE CHECK BOX IMMEDIATELY LEFT TO THE PHRASE “I ACCEPT THE TERM OF THE SERVICE AGREEMENT” YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE VALID AND BINDING AUTHORITY TO ENGAGE SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN SUCH A CASE THE TERMS “YOU” AND/OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY OR ARE NOT IN AGREEMENT WITH OUR TERMS AND SERVICES, PLEASE DO NOT ACCEPT THE TERMS AND SERVICES OR USE OUR PRODUCT. ACTIVE KNOCKER WILL EMAIL YOU A COPY OF THIS AGREEMENT ONCE YOU REGISTER FOR THE PRODUCT; THIS IS PURELY DONE FOR YOUR CONVENIENCE, FAILING TO DO SO DOES NOT ALTER THE BINDING NATURE OF THE CONTRACT. “YOU”, “YOUR”, “COMPANY”, “AFFILIATES AND ACTIVE KNOCKER WILL BE COLLECTIVELY REFERRED TO AS “PARTY” OR “PARTIES”.
If you are a competitor of ours, you do not have the authority to access our products and services, without prior written consent from us. You do not have authority to monitor our products and services to monitor pricing, availability, for performance and functionality, or any other benchmarking or competitive purposes.
TERM OF AGREEMENT
This agreement shall begin when you begin using Active Knocker and shall continue as described under “USE OF OUR SERVICE” in this Agreement, or, until services are Terminated between the parties in accordance with this Agreement.
USE OF OUR SERVICES
Subscriptions. All services purchased by you are purchased as subscriptions. Subscriptions are recurring on a monthly basis, and can be cancelled at any time. Once you cancel the Subscription, you will not be charged after the current Subscription period ends, and you will continue to have access to our service until your Subscription period ends.
You are allowed to use each account among the number of users you purchase. You may reassign accounts to a new individual replacing one who no longer requires use of the service or content. You are still responsible to comply with this Agreement.
RELATIONSHIP OF THE PARTIES
Relationship between the Parties is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. Any attempt to do so will be contrary to the intent between the Parties and is null and void.
Active Knocker Base Plan:
You will be charged a minimum of USD $25.00/Month that shall allow you to have a total of 1 user. You will be charged monthly and set to auto renew each month.
For each additional add-on user, You will be charged an additional $5/user/month.
Fair use of data uploads. To protect ourselves from data upload service abuse we may impose a very small charge for file storage space on attachments using our server. Only USD $0.10 / GB per month of file attachments storage. As an example, if your total file attachments are at 1GB, you would only be charged USD $0.10 /month for us to host that data.
Pulling credits within Active Knocker requires us to integrate your Active Knocker tenant with a third party credit processing company. There will be a USD $0.30 / credit pull charge for any Active Knocker tenants needing this service.
You will be billed for your subscription plus any additional charges such as additional users or add ons at the end of the subscription month.
We will work with you in importing data from other systems into Active Knocker. We charge an hourly fee that will be determined by the scope of work, which will be created between the Parties. If you are currently using another system please contact us by email at Support@ActiveKnocker.com so that we may determine the cost of providing such migration service to you. If Parties agree on the scope and cost of such data migration services, all such agreements shall be written and signed by both Parties. Email, phone and other forms of discussions that do not comply with stated requirements should not be considered binding or valid. (Our contact information may change with time, please check our website for updated contact information.)
CUSTOM MODULES AND FEATURES
You may request additional features and modules to be developed and provided to you. We reserve the right to determine the applicability and feasibility of such features. Such engagements including scope and fees charged to you will be government by supplemental agreements executed between the Parties; for any such engagements for development of Customer Modules and Features to be valid shall be written and signed by both Parties. Email, phone and other forms of discussions that do not comply with stated requirements should not be considered binding or valid.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments (comments, articles, blogs, webpages) made by us regarding future upgrades and adds to our software.
Your billing information is collected when you join Active Knocker. This information is securely stored and used to charge you for the setup fee which is non refundable at the beginning of your subscription and for the monthly fee at the end of every month based on your usage during the month as described in the “SERVICE FEES” section. All payments will be charged to the billing credit card provided by you, until the account is Terminated or Suspended according to this Agreement.
Payment Disputes. If there is a dispute over payment, both Parties agree to work together and cooperate in an attempt to resolve the dispute.
Our monthly subscription fee and other applicable charges do not include taxes, levies, duties or similar governmental assessments of any nature including, value-added, sales, user or withholding taxes associated with your purchases hereunder. We are solely responsible for taxes assessable against us based on our income, property and employees. You remain responsible for your own taxes.
We encrypt your personal information and our services to ensure that your information is transmitted securely over the Internet. Despite our efforts we cannot guarantee absolute security of our services.
When you use our service, we provide email support for the purchased services to you at no additional charge, and use commercially reasonable efforts to ensure that your purchased services are available 24 hours a day, 7 days a week, except for planned downtime which will not exceed 30 minutes, we will also plan to schedule such maintenance on weekends to avoid disruption in service, unavailability caused by situations and circumstances that are beyond our control such as acts of God, acts of Governments, Fire, Floods, Earthquake, acts of Terror or Civil unrest, Labor strikes and/or problems, Internet service provider issues and delays, or Service Attacks. We will maintain administrative, physical and technical safeguards for protection of the security, confidentiality, and integrity of your data. Services such as custom reports will be provided to you at an additional charge based on scope of work and time spent.
When using our services, you will ensure that it is used in accordance of the purpose it was purchased for, and for the purpose it was sold. You are responsible for keeping your login credentials secure; if credentials are stolen from you, we are not responsible for the resulting damages or outcome. You are responsible for ensuring that all terminals from which our software is accessed are free of any malware; we are not responsible for any damage caused by such malware. You and your employees and affiliates will not engage in any activities that will cause harm to the service and software, you are not to engage in reselling of this service or software unless authorized to do so. You will use commercially reasonable measure to ensure that only authorized persons have access to your computer and other systems. If you suspect unauthorized activity or usage of your account, please notify us immediately, so that we may work with you to rectify the issues, which may be accomplished by but not limited to temporarily suspending the account or locking the account until the issue is resolved.
We reserve the right to suspend your account if there is an issue with your billing, i.e. the card has expired, or we are unable to charge the card because access is restricted, blocked, or the card has been reported stolen. Other events include suspected illegal activity, or use of our services that are contrary to this Agreement. In such events, we will notify you of the issue and suspend your account. We do not guarantee the integrity of your data in such an event. Once all pending account issues are addressed, we will work to restore access to your account within 24 hours.
If any amount owed by you under this Agreement or Supplemental Agreements is overdue by 30 days, these charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum permitted by law.
PROPRIETARY RIGHTS AND LICENSES
Rights. Active Knocker reserves all rights to title and interest in and to the Services and Content developed and provided by us to you and its related intellectual property. No rights are granted to you or your affiliates other than as expressly given under this Agreement.
Use. We grant you a worldwide, limited term license, to use our software in accordance with this Agreement.
License to Host your data. You grant our affiliates and us a worldwide, limited-term license to host, copy, transmit and display your data as necessary to develop and provide you services in accordance with this Agreement. We do not acquire any rights, title, and interest from you or your licensors under this Agreement in your data.
Definition. “Confidential Information” means all information disclosed by “Disclosing Party” to another party “Receiving Party”, where orally or written, that is designated as confidential or that reasonably should be believed to be confidential given the nature of the information and the circumstances under which the information is disclosed. Your Confidential Information includes your data; Our Confidential Information includes the service we provide and the content provided through our service. Confidential Information includes all information provided by each party under this Agreement, and all other communication related to the service provided. Confidential Information does not include information that is known to the general public, known by the party prior to receiving such communication that is deemed confidential, or is independently developed by the receiving party.
Protection of Confidential Information. Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information; this information will not be used outside the scope of this Agreement, disclosed to another party, used to leverage position.
Compelled Disclosure. Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent that is legally permitted), disclosing party shall bear all cost associated with such disclosures and assistance.
REPRESENTATIONS, WARRANTIES, REMEDIES AND DISCLAIMERS
Each Party represents that is has valid authority to enter into this Agreement and has the legal right and power to do so.
We warrant that this Agreement accurately describes the applicable administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of your data, and that we will not materially decrease the security of your purchased services during the subscription term, we will not materially decrease the functionality of the purchased services during the subscription term, the purchased services will not introduce malicious code into your systems.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Indemnification by Active Knocker. We will defend you against any claim, demand, suit or proceedings made or brought against you by a third party that the use of our services infringes upon a third parties intellectual property rights.
Indemnification by You. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your data, or your use of any service of content is in breach of their Agreement, or Terms of Service they may have with you including breaches of third parties intellectual property rights and violations of laws. You will indemnify us against any damages, attorney fees and costs finally awarded against us as a result of, or any amounts paid by us under a settlement.
LIMITATION OF LIABILITY
Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS or INDEMNIFICATION.
Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
All Notices to either Party shall be in writing and shall be deemed given upon (1) Personal Delivery, or (2) Receipt of Email provided in this Agreement or Customer Account.
Either Party may terminate this Agreement at any time. You may terminate this Agreement by either calling us or email us at Support@ActiveKnocker.com. We will cancel your Subscription once the Subscription period ends. All amount owed to Active Knocker be assessed prior to or on the date of Termination. (Our contact information may change with time, please check our website for updated contact information.)
In the event you have prepaid for services that have yet to rendered or delivered. We will refund the remainder of your balance.
Your Data, Portability and Deletion. If you wish to port your data at the termination of this Agreement, we will work with you to create a scope and fees that will be charged for us to provide the data for you to download and/or port to another system. A separate agreement shall be executed in such an event, all such agreements are required to be in writing and signed by both Parties. After 30 days of terminating your account, we will have no obligation to store, maintain or provide you with your data, all data thereafter may be deleted or destroyed, we may retain copies of such data for legal purposes.
The following sections shall service termination of this Agreement; PAYMENT, TAXES, Your Responsibilities, CONFIDENTIALITY, REPRESENTATIONS, WARRANTIES, REMEDIES AND DISCLAIMERS, MUTUAL INDEMNIFICATION, LIMITATION OF LIABILITY.
This Agreement is governed by and shall be construed in accordance with the Laws of Canada. If there is a dispute between the parties, such disputes shall be resolved in Edmonton, Alberta Canada.
Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, however, either Party may assign this Agreement in its entirety including all amendments and contracts without the other Party’s consent to its Affiliates, in an event of a Merger, acquisition, corporate reorganization, sale of substantially all of its assets.
This Agreement is entered into between the Parties regarding the use of Services supersedes all prior and contemporaneous agreements’, proposals or representations, written or oral, concerning its subject matter. No Modification, amendment or waiver of any provision of this Agreement will be valid or effective unless in writing and signed by both Parties.
Failure or delay by either party in exercising any rights under this Agreement will not constitute a waiver of that right.
If any provision or clause of this Agreement is held by a court to be contrary or invalid, that provision will be amended to reflect the intent of the Parties in compliance of the law in effect at the time if possible, and the remaining provisions will remain in effect.