This service agreement (“Terms”) govern your (“Customer”) service for and use of SpeakerFlow CRM template (“Product”) made available by SpeakerFlow LLC, having its registered office in Wyoming (“Company”).
The Terms are accepted by the Customer upon submitting order of the service.
1. The Service
1.1 The Product is accessible to the Customer through ZOHO Corporation and at their discretion. All use of the product after purchasing the SpeakerFlow CRM Template is under the jurisdiction of ZOHO Corporation. To read ZOHO Corp.’s terms of service, please visit this link: https://www.zoho.com/terms.html
2.1 The Company is entitled to use agents and sub-contractors for provision of support and consultancy services to the Customer.
2.2 The support comprised by the service fee includes:
2.2.1 Response to reported errors in the Product
2.2.2 Answers to questions regarding the use of the Product provided each answer takes no more than a few lines of email text. Length of the email response can be at the discretion of support
2.3 For services not comprised by clause 5.2, the Company is entitled to invoice support or consultancy services according to the then-current prices. Any such invoicing must be accepted by the Customer prior to the service being delivered.
2.4 All reported errors and support requests must be submitted using the Product’s built-in support function or by email addressed to [email protected]
2.5 Based on the Customer’s error reporting, the Company will in its sole discretion (i) perform identification of the reported error, (ii) provide instructions to the Customer on the use of the Product in order to minimize the impact of a reported error until a fix may be released, and/or (iii) correct the errors.
2.6 In order to identify errors, the Company may require permission to enter the user account. The support will ask for permission to enter the Customer’s account, but will do so only after expressed written permission.
2.7 The support is provided to any user, however certain functionalities of the Product may require the account owner or administrator written approval.
2.8 The Company will use its best efforts to reply to the Customer’s support queries within one business day.
3. Prices and payment
3.1 The Customer shall pay the fee in accordance with the price list set out on the Company’s website and these Terms, unless a special agreement has been reached.
3.2 In addition to the above, the Company is entitled to change its prices according to changes in currency rates and general price changes (inflation). Such price adjustments will not be notified to the Customer before taking effect.
3.3 The Customer must pay invoices no later than the due date of the Company’s invoice.
3.4 If the Company’s invoice is not duly paid after fifteen (15) days, the Company is entitled to suspend the Customer’s ZOHO One account customization service. The suspended access does not release the Customer from its obligation to pay the invoice and other accruing fees thereafter.
3.5 The Customer accepts to receive invoices and reminders sent by email.
4. Termination and refunds
4.1 The term of service will conclude upon account creation and customization completion and agreed-upon meetings have concluded as per the purchasing agreement.
4.2 SpeakerFlow will not issue refunds at any time, nor for any reason once work has begun to customize the Customer’s ZOHO One account.
5.1 As the Company is not a data processor and the Customer is data controller, the parties obligations regarding the processing of personal data are regulated in the terms of service provided by ZOHO Corporation. By accepting these Terms, the Customer also accepts the data processor agreement.
6.1 The Company is entitled to assign all of its rights and obligations pursuant to the service agreement, including these Terms to a third party.
6.2 The Customer cannot assign its rights and obligations pursuant to the service agreement to a third party without the prior written consent of the Company. Such content must not be unreasonably withheld.
7. Intellectual property rights
7.1 The Company retains all intellectual property rights, including without limitation copyrights, patent rights, trademark rights, know-how etc., in and to the Service. The Company does in no way assign, transfer or grant any rights to any of its intellectual property rights to the Customer.
7.2 The Customer is not allowed to assign, license, sell, rent out, lend out, hand over, or pass on the template created by SpeakerFlow LLC to a third party without the written consent of the Company.
7.3 The Customer is not entitled to copy, reverse-engineer, disassemble, decompile, change or modify the template or in any other way attempt to investigate, tamper with and/or discover the source code and/or the structural framework and/or the principles on which the Product is based except as expressly permitted under mandatory applicable law.
7.4 The Customer is not entitled to change or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the template or supplemental training materials.
8. Limitation of liability
8.1 The liability of either party is subject to the ordinary rules of Wyoming law, save for the exceptions and limitations as expressly set out in these Terms.
8.2 The Company will only be liable for the service of customizing ZOHO One and excludes liability for any other products, services, tasks or services provided by hosting providers and/or agents acting on behalf of the Company. In no event will the Company be liable for the services, tasks or obligations to be performed by the Customer and/or any third party.
8.3 The Company will not be liable for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data or the restoration thereof (except as expressly set out in clause 14.4 below), product liability or personal injury arising out of the use of or inability to use the Product or data, including, but not limited to, business interruption, lost business or lost profits or savings. The aforesaid exclusions and limitations apply irrespective of whether such damages or losses are caused by acts or omissions by the Company attributable to the Company as negligent (including both gross and simple negligence) or incidental.
8.4 As regards loss of data, the sole liability of ZOHO Corporation and can be found in their terms of service at this link: https://www.zoho.com/terms.html
8.5 A party will not be liable for non-performance of its obligations (other than failure to pay any amounts due) in the event that a situation arises beyond its reasonable control including failure or breakdown of telecommunications networks and lines, regulations by government authorities, lock-outs, strikes, infrastructure breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods, storms, fire storms, sabotage, vandalism, damages caused by computer virus, hacking, war, civil wars, riots, nuclear disaster etc. which such party did not take into account prior to the execution of these Terms unless the other party (except if performance is de facto impossible) agrees to compensate the affected party for any additional costs incurred as a consequence of a situation beyond such party’s reasonable control.
9.1 All confidential information received by either party from the other party must be held in complete confidence by the receiving party and its directors, employees, advisers or representatives, and must not without the prior written consent of the Company be used for any purpose other than in connection with the fulfillment of the service agreement.
9.2 Confidential information does not include information which (i) has already passed into the public domain other than through breach of this confidentiality obligation; (ii) has been received from an independent third party other than through breach of a confidentiality obligation; or (iii) the Customer can demonstrate has been independently developed by that party prior to disclosure.
9.3 All advertising, press releases, public announcements and public disclosures by a party relating to the service must be approved by both parties prior to release to any third party. This clause does not prevent a party from making such press releases, public announcements or public disclosures as may be required by law or otherwise are reasonably justified to protect a party’s legitimate interests.
10. Governing law and venue
10.1 The Customer’s agreement, including these Terms, is governed by United States law.
10.2 Any dispute between the Company and the Customer arising out of the service and the Terms will be subject to the jurisdiction of the ordinary courts of Wyoming, at the Company’s then-current venue.