Terms of Service of Accumula
Important Please Read Carefully:
These Terms & Conditions along with all materials referenced herein (“Agreement”) constitute a legal agreement between an entity (“Customer” or “You”) and Accumula Labs, Inc dba Accumula (“Accumula”, “we”, or “us”) permitting Customer to access and use, subject to the terms of this Agreement, (i) Accumula’s software identified on the license agreement page and accompanying documentation provided electronically (“Software”) and (ii) services relating to Customer’s access and use of the Software, including the provision of a web site, content therein and software relating thereto ((i) and (ii) together, the “Services”). CUSTOMER MUST READ THIS AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE BY CLICKING THE “GRANT ACCESS” BUTTON ACTIVATING THEIR ACCOUNT WITH Accumula. IF CUSTOMER DOES NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “GRANT ACCESS” BUTTON AT THE END OF THIS AGREEMENT AND CUSTOMER WILL NOT BE PERMITTED TO ACCESS AND USE THE SOFTWARE AND SERVICES. BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ALL OF THE Accumula SERVICES ARE AVAILABLE ONLY FOR INDIVIDUALS AGED 13 YEARS OR OLDER. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THIS AGREEMENT ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN ENTERING INTO THIS AGREEMENT FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us at info@accumula.com. Accumula reserves the right, with or without notice to you, to change the terms of this Agreement for any reason. If the alterations constitute a material change to the Agreement, Accumula will attempt to notify you during your next use of Accumula and/or by email, to the email address(es) in your account; provided, however, that Accumula is under no obligation to notify you of any change, material or otherwise. What constitutes a "material change" will be determined at Accumula's sole discretion. Your continued use of the Services after such amendment will be deemed evidence of your agreement to the amended Terms and Conditions.
Terms and Conditions
1. License Grant
1.1 Subject to the terms of this Agreement, Accumula grants Customer a limited, nonexclusive, nontransferable license to access and use the Software and Services for internal business purposes only, without the right to sublicense such rights, provided Customer unconditionally agrees to access and use the Software and Services in accordance with this Agreement (“License”). Under the License, Customer may print out, or otherwise make, printed copies (“Copies”) of the reports, numeric results, and other information or materials generated from Customer’s access and use of the Software and Services for business purposes only. Any updates, modifications, enhancements or new versions of the Software and Services provided or made available to Customer by Accumula, shall be considered Software and Services subject to this Agreement. Accumula may at any time and for any reason elect to modify, discontinue, delete or restrict any aspect or feature of the Software and Services without notice to Customer or any liability to Accumula or any Accumula Party.
2. Registered and Licensed Users
2.1 In order for Customer to access and use the Software and Services, Customer shall register with Accumula, provide Accumula with an email address, pay the license fee (“Fee”) and obtain a unique password for accessing the Software and Services (“Password”). The Fee shall be determined at the time of registration based on the number of locations (each, “Licensed Location”) using the Software and Services and the level of customer support provided. Such Fee is non-refundable at the end of the trial period which begins upon Customer’s first successful login to the Services. Upon receiving a Password, Customer may issue unique Passwords to its employees and agents (“Licensed Users”) whom work at a Licensed Location. Accumula and Customer acknowledge and agree that Accumula may obtain email addresses from Licensed Users upon their accessing and using the Software and Services. Customer is responsible and wholly liable for all acts or omissions committed under Customer’s Password and any and all passwords issued by Customer to Licensed Users. Customer and Licensed Users must keep their Passwords secure. Customer is fully responsible for all activity, liability and damage resulting from any failure to maintain Password confidentiality by Customer or their Licensed Users. Customer agrees to immediately notify Accumula of any unauthorized use of Customer or Licensed User Passwords and accounts, or any known breach of security. Customer also agrees that Accumula cannot and will not be liable for any loss or damage arising from Customer’s or Licensed Users’ failure to keep Passwords secure. Any and all personal information obtained from Customer or a Licensed User by Accumula relating to this Agreement and the Software and Services is subject to Accumula’s privacy policy (as defined in Section 16).
3. Term, Renewal, and Termination
3.1 The Effective Date of this Agreement shall be the first day in which Customers “user profiles” are activated and made available for usage on the Accumula Services and shall continue in full force and effect so long as Customer continues to use the Services. Customer via its authorized representative(s) may terminate or suspend its, or any of its Licensed Users’, access to the Services at any time by phone or email. An authorized representative of Customer is any designated officer, employee or agent of Customer that, per written notice to Accumula, is authorized to provide instruction with respect to Customer’s Account or any individual who is an authorized signatory of the valid credit card on file with Accumula. Cancellation requests submitted will become effective at the end of Customer’s current billing period. No refunds will be granted for unused service. We may retain your data for 180 days after you leave. If you require data deletion on a faster timeline, please contact Accumula and we will attempt to accommodate you at our discretion.
3.2 Accumula reserves the right to refuse service to anyone, for any reason, at any time.
4. Charges/Payments
4.1 One-time setup fees are to be paid upon submission of an Order.
4.2 Charges invoiced are due and payable upon receipt. Accumula retains the right to disable Customer account and access to the Services to prevent further use until payments for all charges on account have been received.
4.3 All charges are exclusive of all taxes. Taxes imposed by Government agencies, whether based upon the software, its use, or the Agreement, shall be paid by Customer.
4.4 Any new software program or services, other than those contracted for by Customer on the Effective Date of this Agreement, may be obtained by Customer at the current price.
5. Availability/Interruptions
5.1 The Services are available to Customer when connectivity is available through established telecommunication providers and the Accumula Services are fully operational. The Services are subject to interruption when telecommunication service is subject to transmission limitation and/or interruptions including access to the public Internet.
5.2 Accumula Services rely on the Resources and APIs of their development partners. Accumula may not be held liable for any service failures of their partner’s services or their associated platforms. Accumula will also be held blameless for any disruptions or bugs caused by these partner services and platforms.
5.3 Accumula Services include failover and continuity provisions to mitigate the effects of any outage caused by associated platform providers, telecommunications and internet services, or the Accumula Service itself. During any service interruption, data is queued until the interruption is resolved. Accumula Services will then resume automatically with no data loss. Accumula and the Accumula Parties do not make any commitments with respect to the availability of the Software or Services unless a Service Level Agreement(SLA) is specifically included in Customer’s service contract.
6. Hardware and Service Requirements
6.1 Customer is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services (such as long distance service) not owned or operated by or on behalf of Accumula, that allow Customer to access and use the Software and Services, and for all expenses relating thereto (plus any applicable taxes). Customer agrees to access and use the Software and Services in accordance with any and all operating instructions or procedures that may be issued by Accumula, and amended by Accumula from time to time. Accumula and the Accumula Parties do not make any commitments with respect to use or performance of the Software and Services.
7. Training and Support
7.1 Unless Customer purchases additional services from Accumula, Accumula is not obligated to provide any live training to Customer relating to the Software and Services. Expanded Support and Consulting Services are available for an additional fee and are governed by the same confidentiality and access terms as contained in this agreement. This specifically includes Data Loading, Trainings, Onboarding, and Launch Support. Accumula will provide Customer with (a) commercially reasonable email, chat, and online support for the Software and Services during normal business hours; and (b) updates and enhancements for the Software and Services, to the extent that Accumula generally makes such updates and enhancements available to Customers without a separate charge.
8. Customer Support
8.1 Email, chat, and online support is available during the regular business hours of Monday – Friday, 9:00am-5:00pm, PST. Response is generally within 24 hours. Please submit support requests online via the support tab at accumula.com. Accumula Support is provided as an agent, authorized by the Customer. All Support activities are governed by the confidentiality and access terms contained within this agreement.
9. Authorized Usage
9.1 Customer acknowledges that it has been advised by Accumula that the Software and Services and any related documentation, or service delivery methods deployed or developed by Accumula contain valuable trade secrets or proprietary information and products. Customer agrees to preserve the confidential nature of the Software by retaining and using the Software and Services in trust and confidence, solely for its own internal use and not permitting the use of the Software and Services or disclosure of information relating to the software to unauthorized persons.
9.2 Accumula reserves the right to interrupt or restrict the Software and Service without notice to Customer if fraudulent or abusive activity is suspected. Customer agrees to cooperate with Accumula in any fraud investigation and to use any fraud prevention measures we prescribe within reason. Failure to cooperate will result in Customer’s liability for all fraudulent usage.
10. Confidentiality and Proprietary Nature of Data
10.1 The specified “billing entity” and “administrative contact” for any subscription Order acknowledge that they are authorized to financially commit the subscribing organization to these services. Further, unless otherwise stated, the specified “billing entity” and “administrative contact” for any subscription Order becomes the “owner” of any data in the file system managed by that entity. Accumula has no ability to provide access to parties other than those assigned by the “administrative contact” of the “billing entity”. The “billing entity” is the sole owner and authority governing data sets and Licensed User access rights provided. Accumula and Accumula staff cannot provide access to or copies of any data sets other than as communicated in writing by the designated “administrative contact” for the “billing entity”.
10.2 Accumula utilizes security best practices for data storage and transfer. While Accumula’s Services use industry leading encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the Services.
10.3 Subject to the terms and conditions of this Agreement, Accumula shall store and otherwise maintain Customer’s Data, reports and numeric results, and Accumula shall follow the same archival procedures for Customer’s Data, reports and numeric results as Accumula employs for its own data, as modified from time to time at Accumula’s discretion. Customer understands that perpetual data storage is essential to the function of Accumula’s Services and grants Accumula permission to store copies of this data to perform it’s services for Customer. In the event of any loss or damage to Customer’s Data, reports or numeric results, Customer’s sole and exclusive remedy shall be for Accumula to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such Data, reports or numeric results which Accumula has maintained in accordance with its standard archival procedures.
10.4 Accumula, both the word and mark, are the trademarks of Accumula. You agree not to display or use, in any manner, the Accumula trademarks without Accumula's express prior written consent. You acknowledge and agree that Accumula is and shall remain the exclusive owner of all right, title and interest in and to the Services, including without limitation all patent, copyright, trade secret, trademark and other intellectual property rights therein, including any optimizations, enhancements, modifications or additional features added from time to time by Accumula, whether in connection with your use or feedback or otherwise. Except for the right to use the Services strictly in accordance with these Terms, as amended or modified from time to time, no license or conveyance of any such proprietary rights to you is granted or implied under these Terms.
The Services are protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Services is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Accumula. You further agree not to reproduce, duplicate or copy Content from the Services without the express written consent of Accumula, and agree to abide by any and all copyright notices displayed on the Services. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services, without the express written consent of Accumula.
11. Customer Responsibilities
11.1 Customer shall obtain and maintain, at its sole expense, equipment and appropriate telecommunication service adaptable to, compatible with, and suitable for communication with Accumula’s network specifications.
11.2 Customer agrees to be responsible for the accuracy and adequacy of the data which it furnishes or transmits to Accumula for processing or storage.
11.3 Customer is solely responsible for its conduct and activities (and those of its Licensed Users) on and relating to Accumula and any and all data, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that Customer or its Licensed Users submit, post, display and authorize to be on Accumula—including Content originally posted by other people (such as Accumula employees, affiliates and contractors). As a condition to Customer’s use of the Services, Customer agrees that Customer and Licensed Users will not, directly or indirectly, take any of the following actions:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, including Accumula staff members
- upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content
- upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless such party is the owner of such rights or has the permission of the owner to post such Content
- upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms and Conditions or any applicable policies or guidelines. download any file posted by another that such downloader knows, or reasonably should know, cannot be legally distributed in such manner
- impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material
- restrict or inhibit any other user from using and enjoying Accumula services
- use Accumula services for any illegal or unauthorized purpose
- remove any copyright, trademark or other proprietary rights notices contained in or on Accumula services
- interfere with, disrupt or diminish the quality of Accumula services or servers or networks connected to Accumula services, or disobey any requirements, procedures, policies or regulations of networks connected to Accumula services
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Accumula services or collect information about users for any unauthorized purpose
- submit Content that falsely expresses or implies that such Content is sponsored or endorsed by Accumula
- create user accounts by automated means or under false or fraudulent pretenses
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual
- or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature
submit Content that includes personal or identifying information about another person without that person's explicit consent
- submit Content that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch"
- submit Content that constitutes or contains any form of advertising or solicitation if posted in areas of the Accumula Services which are not designated for such purposes or send such Content to Accumula users who have not indicated in writing that it is ok to contact them about other services, products or commercial interests
- and submit Content that includes links to commercial services or web sites, except in areas of the Accumula Services which are designated for such purposes.
11.4 In the event that Customer accesses the Services via a third party site, Customer may be subject to the terms of service of that third party site. Please check with the website of the applicable third party site for further details. Links to third party sites may appear within the Services. Any linked sites are not controlled by Accumula and may collect data or solicit personal information from Customer. Accumula is not responsible for such linked sites, their Content, business practices, goods and services or privacy policies, or for the collection, use or disclosure of any information by those sites. Accumula provides such linked sites only as a matter of convenience and the inclusion of any link does not imply an endorsement by Accumula of such linked sites.
11.5 DMCA Compliance. Customer agrees not to post, publish, display, reproduce, or transmit in absolutely any manner any copyrighted Content, copyrighted material, trademarks, intellectual property, or other proprietary information without first having obtained prior consent of the owner of the rights to such proprietary information. If Customer believes that someone or some entity has copied or posted Customer’s work or proprietary information on the Company’s site or its Services, or in association with the Company and its Services, in an unauthorized manner that constitutes infringement of copyright, please give our Copyright Agent the following information:
- A physical or electronic signature of the individual or entity who owns the copyright
- A description of and url link to the copyrighted work on Company that Customer believes has been infringed upon
- Customer’s postal mailing address
- Customer’s telephone number
- Customer’s email address
- A written statement by Customer that Customer believes, in good faith, that the usage of the work is not authorize or consented upon by the rightful copyright owner
- and A written statement made by Customer, under penalty of perjury, that the information in Customer’s copyright claim is completely accurate and that Customer is in fact the rightful copyright owner, or that Customer has authorized consent to act on the copyright owner's behalf.
Send claims to:
Accumula
Attn: Copyright Agent
1102 A St., Suite 300 #21
Tacoma, WA 98402
12. Notices
All questions, comments or notices concerning this Agreement shall be submitted to Accumula by Customer via email at info@accumula.com or via mail at: Accumula Labs, LLC, Attention: Customer Support, 1102 A St., Suite 300 #21, Tacoma, WA 98402. All notices to be given under this Agreement to Customer shall be submitted by Accumula via email at the account Customer provided to Accumula pursuant to Section 2 or to Customer upon accessing the Software and Services.
13. General
13.1 Accumula retains the right to subcontract without Customer’s consent the Services contracted for in this Agreement to third parties; however, no subcontract will relieve Accumula of its obligations hereunder. Except as provided in the preceding sentence, neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by either party, except to any corporation controlled by or under common control with the assigning party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains.
13.2 This Agreement is the complete and exclusive statement of the agreement between Customer and Accumula, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.
13.3 Force Majeure. Accumula will not be responsible for any failure to perform its obligations hereunder due to causes beyond its reasonable control, including, acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities, national disasters, strikes and the like.
13.4 This Agreement shall be governed by the laws of the State of Washington, and exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the State of Washington.
13.5 Nothing contained in this Agreement is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedy under or by reason of this Agreement, except with respect Accumula Parties who shall be deemed third party beneficiaries under this Agreement but solely with respect to those terms that specifically reference an Accumula Party or the Accumula Parties.
14. Disclaimers
14.1 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Accumula AND ITS DIRECTORS, OFFICERS, LICENSORS, SUBCONTRACTORS AND AGENTS (“Accumula PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY; (B) NEITHER Accumula NOR ANY Accumula PARTY WARRANTS THAT THE SOFTWARE AND SERVICES ARE OR WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS; (C) CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF Accumula’s GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) EACH OF Accumula AND THE Accumula PARTIES DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY CUSTOMER FROM ACCESSING AND/OR USING THE SOFTWARE AND/OR SERVICES OR OTHERWISE RESULTING FROM THIS AGREEMENT, AND (E) USE OF THE SOFTWARE, SERVICES AND REPORTS IS ENTIRELY AT CUSTOMER’S OWN RISK AND Accumula AND EACH OF Accumula PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.
15. Limitations on Liability
THE TOTAL LIABILITY OF Accumula AND THE Accumula PARTIES IN THE AGGREGATE TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE AND SERVICES WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM CUSTOMER UNDER THIS AGREEMENT. Accumula AND THE Accumula PARTIES SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE AND/OR SERVICES, WHETHER OR NOT Accumula AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). Accumula AND THE Accumula PARTIES SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ALTERATION, DESTRUCTION OR LOSS OF ANY DATA OR INFORMATION INPUT, GENERATED OR OBTAINED FROM ACCESS AND/OR USE OF THE SOFTWARE AND SERVICES, INCLUDING ANY REPORTS OR NUMERIC RESULTS, WHETHER OR NOT Accumula AND THE Accumula PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Accumula AND CUSTOMER, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
16. Privacy Policy
16.1 All Customer information contained within their account is confidential. Accumula will not share any Customer information with any third-party for any purpose unless specifically instructed to do so by the Customer. Please see section 10.1 for more information.
16.2 Customer elects to allow Accumula to share non-personal statistical or demographic information in anonymous form with third-parties for research purposes.
17. Customer Representations and Warranties
17.1 Customer represents and warrants to Accumula that this Agreement shall be binding on Customer, and, unless Customer is an individual, Customer represents and warrants that this Agreement was executed by an authorized agent of Customer with the authority to enter into binding agreements on behalf of Customer.
YOU AGREE
By Granting Access to Accumula, you agree that you are an authorized representative for your organization and wish to execute a services Agreement with Accumula according to the terms and conditions as stated above.
If you have any questions about this Agreement, please contact us at info@Accumula.com.