- GetLago Corp., a company having its registered office at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, and registered with the company number 86-3963083 (the "Company")
- Service: “Lago Cloud” : fully-hosted data transformation for billing activities (the "Service")
- Website: www.getlago.com (the "Website")
2.1. These Terms of Service (the "Terms of Service") apply to the agreement (the "Agreement") entered into between the Company and the customer (the "Customer") and through which the Company provides the Customer with the Service. The Company and the Customer are individually referred to as a "party" and collectively as the "parties" to the Agreement.
2.2. By creating an account for use of the Service, the Customer is unconditionally consenting to be bound by and is becoming a Party to these terms of service. They and their company’s continued use of the Service shall also constitute assent to the Terms of Service. If they do not unconditionally agree to these Terms of Service, they must not use the Service. By using the Service, they warrant that they have the authority to agree and/or enter into these Terms of Service and bind themselves or the Entity they represent (if applicable) to these Terms of Service.
2.3. All publicly displayed pricing and features of the Service (e.g. online or on informative brochures) are provided for information purposes only. Only the pricing and features included in the offer communicated to the Customer may be binding to the Company. The period of validity of the offer is thirty (30) days unless otherwise specified in the offer.
2.4. The Customer accepts the offer for the Service, as the case may be, by accepting it in the user interface of the Service, by writing or by sending back a signed purchase order issued by the Company or by confirming in writing to the Company (including by email) that the Customer subscribes to the offer for the Service.
2.5. By accepting the offer, the Agreement enters into force, the Customer consents to the application of the Terms of Service and waives the application of any conflicting provisions of any purchaser Terms of Service or any other document emanating from the Customer which, in the absence of this article, would conflict with the Terms of Service. However, the provisions that would be applicable by virtue of mandatory legal rules to which the Customer is subject (such as, for example, public procurement rules) prevail over the provisions of the Terms of Service.
3.1. The Company undertakes to use its best efforts corresponding at least to what the Customer is entitled to expect from a professional in the field to provide the Service with quality and speed.
4. Intellectual Property
4.1. The Customer acknowledges that all elements made available by the Company to the Customer (e.g. texts, images, photos, logos, databases, [the functionalities and interface of the Website], etc.) may be protected by one or more intellectual property rights (including copyright, trademark rights and rights related to the production of databases) of which the Company is the holder. The Customer must refrain from using or reproducing these elements and deleting or adapting any references to associated intellectual property rights.
5.1. In exchange for the use of the Service, the Customer pays the Company the price set out in the offer accepted by the Client. The price must, unless otherwise specified, be considered as expressed in United States Dollars (USD) and exclusive of value added tax (VAT).
5.2. The price is set, as the case may be, on a fixed basis, on a periodic basis (annually, monthly, etc.) or on a per-use basis. The price may, where applicable, detail other costs related to the use of the Service (such as, for example, installation costs, migration costs, support and maintenance costs, etc.).
5.3. The Company reserves the right to change the price of the Service at any time and must inform the Customer in writing. Unless otherwise indicated in the information provided to the Customer, the new price shall take effect on the first day of the second month following the date of communication of the price change. The Customer may object to the application of the new price by sending a written notice to the Company, which has the effect of terminating the Agreement as of the date on which the price change takes effect.
6. Payment and invoicing
6.1. The Company issues an invoice and communicates the invoice to the Customer. The Customer must pay the elements of the invoice immediately and at the latest before the due date (which is set to thirty (30) days after the date of issue, unless otherwise specified on the invoice).
7.1. To the extent permitted by applicable law:
- The Company does not incur any other warranty or liability than those expressly set forth in the Terms of Service;
- The Company may only be held liable to the Customer for its wilful misconduct, serious misconduct or that of its employees or, except in cases of force majeure, for any failure to fulfill the essential obligations set out the Agreement;
- If the Company were to be held liable, the Company would only be liable for direct damages and may not be held liable for indirect damages suffered by the Customer, its representatives or other persons concerned, occurring in the context of the execution of the Agreement including loss of income, loss of profits, loss of data, loss of customers, compromised data, loss of turnover, loss of reputation or loss of future revenues, whether or not the Company has been informed of the possibility of the occurrence of such damages;
- If the Company were to be held liable, the total liability of the Company to the Customer under the Agreement may not exceed the price paid by the Customer for the part of the Service for which the Company is liable during the twelve (12) months preceding the occurrence of the damage.
8. Customer’s responsibilities
- Except if expressly authorized, Customer will not, and will not permit any third party to use the Service for any purpose other than the one of the Company, or in such manner that would enable any unauthorized person (e.g. not affiliated to the Company) to access the Service and/or use the Service for any other purpose other than the Company’s own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing).
- Except if expressly authorized, Customer will not, and will not permit any third party to use the Service in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like).
- Customer will not, and will use the Service other than in accordance with this Terms of Service and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation) or use the Company’s Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of Get Lago Corp., or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
- To use the Service, the Customer will need to set up an account. When setting up the account, the Customer must give accurate and complete information to the Company. The Customer must not set up an account using a name or contact information that does not apply to them, and must provide accurate and current information on all registration forms that are part of the Service. The Customer has complete responsibility on the account and everything that happens on the account. This means the Customer needs to be careful with their password. If the Customer find out that someone is using the account without permission, the Customer must let the Company know immediately. The account cannot be transferred without the Company’s explicit and written consent. The Company is not liable for any damages or losses caused by someone using the account without the Customer’s permission. However, if the Company (or anyone else) suffers any damage due to the unauthorized use of the account, the Customer may be liable.
- When using the Service, the Customer shall: (1) use their best efforts to prevent unauthorized access to or use of the Service, (b) notify the Company in writing immediately of any unauthorized use of, or access to, the Service, or any user account or password thereof.
- In the absence of prior express authorization of the Company, the Customer shall not, directly or indirectly: (1) sublicense, resell, rent, lease, distribute, market or commercialize or otherwise transfer rights or usage to the Service or any modified version or derivative work of the Service, (2) provide the Service or any modified version or derivative work of the Service on a timesharing, service bureau or other similar basis, (3) remove or alter any copyright, trademark or proprietary notice in the Services, (4) copy any features, functions, or graphics in the Service for any purpose other than what is expressly authorized in these Terms of service, (5) send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene or libelous material, or malicious code, (6) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Service, (7) use any intellectual property rights protected by applicable laws and contained in or accessible through the Service for the purpose of building a competitive product or service or copying its features or user interface.
9. Duration and end
9.1. The Agreement is entered into at the time of acceptance of the offer by the Customer and for an indefinite period of time.
9.2. Either party may terminate the Agreement by giving unambiguous notice to the other party of its intention to terminate the Agreement. The Agreement will automatically terminate at the end of a period of three (3) months from the date of sending of the notice.
9.3. To the extent permitted by applicable law, the Company will not refund to the Customer any amount paid by the Customer at the end of the Agreement (regardless of the cause of the end of the Agreement).
10.1. The Company reserves the right to modify at any time all or part of the provisions of the Terms of Service. The Company must inform the Customer by making available to the Customer the new version of the text of the Terms of Service. Unless otherwise indicated in the information provided to the Customer, the provisions of the new version of the Terms of Service will apply to the contractual relationship between the Company and the Customer on the first day of the second month following the date of the sending of the information. If the Customer objects to the application of the provisions of the new version of the Terms of Service, the Agreement will automatically terminate on the first day of the second month following the date of the sending of the information (it being understood that the penultimate version of the Terms of Service will continue to apply to the contractual relationship between the Customer and the Company until the end date of the Agreement).
11.1. The parties are validly informed or notified in writing of the actions set out in the Agreement (e.g. receipt of an invoice, receipt of notice of termination of the Agreement, etc.) by email to the email address of the contact person set out in the last invoice issued by the Company, or in the absence of that, to the email address of the contact person set out in the offer, or in the absence of that, to an email address through which a party (or one of its representatives) has interacted in the context of the execution of the Agreement.
11.2. To the extent necessary, the Customer acknowledges that the Company's invoice must be considered to have been sent to the Customer when it is communicated by email to the Customer's contact person.