Master Subscription and Processing Services General Terms and Conditions for migrate.stilo.com web site


INTRODUCTION

As part of the Service, Stilo will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Stilo website incorporated by reference herein, including but not limited to Stilo’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.


1. Privacy & Security; Disclosure

Stilo’s privacy and security policies may be viewed at www.stilo.com. Stilo reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Stilo occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Stilo can disclose the fact that you are a paying customer and the edition of the Service that you are using.



2. License Grant & Restrictions

Stilo hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Stilo and its licensors.
You may not access the Service if you are a direct competitor of Stilo, except with Stilo's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
(ii) modify or make derivative works based upon the Service or the Content;
(iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
(iv) reverse engineer or access the Service in order to
(a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or graphics of the Service, or
(c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not:
(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
(iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
(v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:
(i) notify Stilo immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
(ii) report to Stilo immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and
(iii) not impersonate another Stilo Migrate user or provide false identity information to gain access to or use the Service.

4. Account Information and Content

Stilo does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Content"). You, not Stilo, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content, and Stilo shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Content. In the event this Agreement is terminated (other than by reason of your breach), Stilo will make available to you a file of the Customer Content within 30 days of termination if you so request at the time of termination. Stilo reserves the right to withhold, remove and/or discard Customer Content without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Content immediately ceases, and Stilo shall have no obligation to maintain or forward any Customer Content.

5. Intellectual Property Ownership

Stilo alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Stilo Migrate Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Stilo Migrate Technology or the Intellectual Property Rights owned by Stilo. The Stilo name, the Stilo logo, and the product names associated with the Service are trademarks of Stilo or third parties, and no right or license is granted to use them.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Stilo and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Stilo does not endorse any sites on the Internet that are linked through the Service. Stilo provides these links to you only as a matter of convenience, and in no event shall Stilo or its licensors be responsible for any content, products, or other materials on or available from such sites. Stilo provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable Subscription fees must be paid annually in advance. Conversion credits for processing services (including page conversion, graphics conversion) must be purchased in advance, according to the then current price list, with payment due no later than 30 days from the date of invoice. For non-account holding customers, payment for content processing services must be made in advance. All payment obligations are non-cancellable and all amounts paid are non-refundable. All conversion credits purchased are valid for use within a twelve month period from the date of purchase, after which time they expire. Similarly, any conversion credits will expire should there not be at least one valid annual subscription in effect. All conversion credits purchased will be assigned to an individual portal, and shared between multiple subscribers to that portal, either individually or collectively.
You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Stilo with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form. Added licenses will be subject to the following:
(i) added licenses will be for a minimum 12 month period and coterminous with the pre-existing License Term (either Initial Term or renewal term);
(ii) the license fee for the added licenses will be the then current, generally applicable license fee; and
(iii) licenses added in the middle of a billing month will be charged in full for that billing month. Stilo reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

8. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is 1 GB per User License, and this will be allocated to the assigned portal, for shared use between other subscribers to the same portal. If the amount of disk storage required exceeds these limits, you may purchase additional storage which will be charged at the then-current storage fees. Stilo will use reasonable efforts to notify you when the average storage used per User License reaches approximately 90% of the maximum; however, any failure by Stilo to so notify you shall not affect your responsibility for such additional storage charges. Stilo reserves the right to establish or modify its general practices and limits relating to storage of Document Content.

9. Billing and Renewal

Stilo charges and collects in advance for all annual subscriptions to the Service. Stilo will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User Licenses times the license fee in effect during the prior term, unless Stilo has given you at least 30 days prior written notice of a fee increase or decrease, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Stilo’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide Stilo with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Stilo reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Stilo in its discretion determines otherwise:
(i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers");
(ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes ("Japanese Customers"); and
(iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Stilo ("Non-U.S./Japan Customers").
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension

In addition to any other rights granted to Stilo herein, Stilo reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User Licenses during any period of suspension. If you or Stilo initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Stilo may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Stilo reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Stilo has no obligation to retain Document Content and that such Document Content may be irretrievably deleted if your account is 30 days or more delinquent.

11. Termination upon Expiration

This Agreement commences on the Effective Date. The Initial Term will be the commencement date as mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Stilo's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term.
In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Stilo will make available to you a file of the Customer Content within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Stilo has no obligation to retain the Customer Content, and may delete such Customer Content, more than 30 days after termination.

12. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Stilo Migrate Technology or Service will be deemed a material breach of this Agreement. Stilo, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Stilo may terminate a free account at any time in its sole discretion. You agree and acknowledge that Stilo has no obligation to retain the Customer Content, and may delete such Customer Content, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Stilo represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Mutual Indemnification

You shall indemnify and hold Stilo, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
(i) a claim alleging that use of the Customer Content infringes the rights of, or has caused harm to, a third party;
(ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or
(iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Stilo
(a) gives written notice of the claim promptly to you;
(b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Stilo of all liability and such settlement does not affect Stilo's business or Service);
(c) provides to you all available information and assistance; and
(d) has not compromised or settled such claim.
Stilo shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
(i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party;
(ii) a claim, which if true, would constitute a violation by Stilo of its representations or warranties; or
(iii) a claim arising from breach of this Agreement by Stilo ; provided that you
(a) promptly give written notice of the claim to Stilo;
(b) give Stilo sole control of the defense and settlement of the claim (provided that Stilo may not settle or defend any claim unless it unconditionally releases you of all liability);
(c) provide to Stilo all available information and assistance; and
(d) have not compromised or settled such claim. Stilo shall have no indemnification obligation, and you shall indemnify Stilo pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).

15. Disclaimer of Warranties

Stilo and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any Content. Stilo and its licensors do not represent or warrant that
(a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data,
(b) the Service will meet your requirements or expectations,
(c) any stored Content will be accurate or reliable,
(d) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your requirements or expectations,
(e) errors or defects will be corrected, or
(f) the Service or the server(s) that make the Service available are free of viruses or other harmful components.
The Service and all Content is provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by Stilo and its licensors.

16. Internet Delays

Stilo’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Stilo is not responsible for any delays, delivery failures, or other damage resulting from such problems.

17. Limitation of Liability

In no event shall either part’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Service, including but not limited to the use or inability to use the Service, or for any Content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the Content, even if the party from which damages are being sought or such part’s licensors have been previously advised of the possibility of such damages.

18. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Stilo and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

20. Notice

Stilo may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Stilo's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Stilo's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Stilo (such notice shall be deemed given when received by Stilo) at any time by any of the following: letter sent by confirmed facsimile to Stilo at the following fax number: +44 (0)1793 441 644; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Stilo at the following address: Stilo International, Windmill Hill Business Park, Whitehill Way, Swindon, UK SN5 6QR, addressed for the attention of: Chief Financial Officer.

21. Modification to Terms

Stilo 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.