Last Updated: February 16th, 2016
Please read these Terms of Service (“Terms”) carefully. By downloading, accessing or using the mobile applications, websites or other products or services (collectively, the “Services”) of Welkio Inc. and our affiliates (“Welkio”, “we” or “us”), you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services. If these Terms are considered an offer by us, acceptance is expressly limited to these Terms. If you are entering into these Terms on behalf of a company or business, you represent that you have the authority to bind such entity.
As our business evolves, we may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by posting a notice on our website or through the Services or by email to your account . Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services.
As part of the registration process, you will identify an administrative user name (in the form of an email address) and password for your account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Members.
You must be a legal adult to use the Services. You certify to us that you satisfy this requirement. You also certify that you are legally permitted to use the Services and take full responsibility for the selection and use of the Services. These Terms are void where prohibited by law, and the right to use the Services is revoked in such jurisdictions.
The “Service(s)” include (a) Welkio’s dashboard, visitor tracking, and search services and related systems and technologies, as well as the website https://welkio.com, and our related mobile applications, and (b) all software (including the Software, as defined below), applications, data, reports, text, images, and other content made available through any of the foregoing. Any new features added to or augmenting the Service are also subject to this Terms. Welkio reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Welkio.
The Services are owned and operated by Welkio, and are protected by all relevant intellectual property and proprietary rights and applicable laws. Except as expressly permitted by these Terms, you will not reproduce, redistribute, sell, perform, display, create derivative works from, decompile, reverse engineer, or disassemble any portion of the Services or act in any way to interfere with or damage the Services or any of our software, servers or systems. Welkio only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service and in accordance with our policies. Any rights not expressly granted herein are reserved.
Welkio reserves the right to use your name and logo as a reference for marketing or promotional purposes on Welkio’s website and in other communication with existing or potential Welkio customers. This includes, but is not limited to, listing your name on our webpage under lists of Welkio customers. If you do not wish to participate you need to send an email to a firstname.lastname@example.org opting out of this usage.
“Your Data” means any data and content stored or transmitted via the Services by or on behalf of you or your end users (which may include data you elect to import from third party services you use). “Content” includes files and forms that you upload, fields you fill out, profile information and anything else you enter or upload through the Services. You hereby grant us the right to access, store, reproduce, distribute, transmit and otherwise use Your Data for the sole purpose of providing the Services. This permission extends to our third-party service providers and data hosts in the operation and administration of the Services.
You understand that the Services involve presenting certain of Your Data to end users and soliciting their input, their consent to certain activities and otherwise collecting data from those end users. Welkio assumes no responsibility through the Services or otherwise for ensuring that data is collected from end users for a proper purpose or used properly. You assume full responsibility for securing all permissions from end users for the collection and use of their data using the Services, and will indemnify Welkio from all end user claims relating to the collection and use of their data. Except for the foregoing, as between you and Welkio, end user data shall be considered Your Data. You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity shall be grounds for termination of Services. You may not: post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user; use the Services to interfere with or disrupt the services or the site or the servers or networks connected to the services or the site, crack passwords or security encryption codes; transfer or store illegal, threatening or obscene material; distribute spam, or use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or run any process activated while you are not logged on; or engage in any kind of illegal activity.
If you enrolled in the Service as part of a trial, then no fees are due but at the end of the trial period your access to the Service will be terminated and all of Your Data will be deleted or otherwise inaccessible in accordance with our retention and backup policies. If you enroll in the Service as a paying customer, you will pay all fees associated with the Services you use in accordance with the payment plan you select. You must provide Welkio accurate information regarding your credit card or other permitted payment instrument at time of enrollment, promptly update your account information with any changes in your payment information. You authorize Welkio to bill your payment instrument in advance on a periodic basis in accordance with the payment plan terms selected. Any disputes must be communicated to Welkio within sixty (60) days of the date that your payment instrument is charged. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Welkio’s net income.
You have the right to terminate your account and these Terms at any time by using account deletion interface provided in your account dashboard. We also reserve the right to terminate your account (or the access privileges of any Member) and these Terms at any time for any reason, or no reason, without prior notice or liability. Upon termination of your account, we will have no obligation to maintain or provide Your Data, and may delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms of Sections 4.2, 5.2, and 10 through 18 shall survive termination of these Terms. In the event of account deletion for any reason, content that you submitted may no longer be available. We shall not be responsible for the loss of such content.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Welkio shall use reasonable efforts to provide advance notice of any material scheduled service disruption.
The Service and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and Welkio expressly disclaims any and all warranties, whether express or implied, including, but not limited to, warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Welkio does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from Welkio or through the Service shall create any warranty not expressly stated in these Terms.
Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Welkio be liable to you or any third party for (a) any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data, or (b) for any amount in the aggregate in excess of the fees actually paid by you in the six (6) months preceding the event giving rise to your claim or, if no fees apply, one hundred ($100) U.S. Dollars, or (c) any matter beyond our reasonable control. The provisions of this section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into these Terms. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you.
You shall defend, indemnify, and hold harmless Welkio from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of Your Data, or your or your end users’ misuse of the Service. Welkio shall provide notice to you of any such claim, suit or demand. Welkio reserves the right to conduct the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Welkio’s defense of such matters.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Both parties agree that these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Terms and you do not have any authority of any kind to bind Welkio in any respect whatsoever.
You may not assign these Terms without the prior written consent of Welkio, except in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Welkio. Welkio may assign or transfer these Terms, in whole or in part, without restriction.
Except as otherwise set forth herein, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
You and Welkio each agree that the Terms and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law.
The failure of a party to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.