Alignify

LICENSE TERM - license granted to you by Alignify under this EULA is a subscription-based license. The subscription license permits you to use the Product during the subscription period, which begins on the date you activate your subscription and continues for the duration specified on the Website. The License term will automatically renew at the end of each subscription term for an additional term of the same duration, unless you cancel your subscription prior to the renewal date. You may cancel your subscription at any time by contacting Alignify at the addresses specified in section 13 of this agreement or by contacting us via e-mail. If you cancel your subscription, you will not continue to have access to the Product until the end of the license term.

PRIVACY POLICY is an internal document that establishes the rules for the collection and processing of Users’ personal data when using our Product which is located at the link: https://alignifytech.com/privacy_policy_eng

PRODUCT is a software or program that can be opened using any browser that is located at the following link: https://alignifytech.com/. The term “Product” also may include library, utility, tool, software algorithm or other program code, in object (binary) or source-code form, as well as the related documentation (if any), provided by Alignify to the User.

SERVICES are any services, including but not limited, support and/or maintenance and/or update services provided by Alignify for the benefit of the User for the functioning of the Product. Alignify provides software as a service, which is a cloud-based software delivery model that delivers software to end users in an Internet browser.

WEBSITE is a set of web pages and dependent content available on the Internet, which are united by content and navigation under a single domain name by link: https://alignifytech.com/.

IMPORTANT - READ CAREFULLY:

This End User License Agreement (“EULA'' or “agreement”) governs the relationship between you (“User” or “you”) and PRIVATE ENTREPRENEUR KRAVCHENKO SVIATOSLAV EVGENOVYCH, who is registered in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations under No. 20720000000048851 dated August 29, 2019 in accordance with the legislation of Ukraine, identification code: 3621611616 (“Alignify” or “we” or “us” or “our”). Alignify and User shall jointly be referred to as “Parties'' and separately as a “Party”.

By selecting "Continue" when using the Product, you agree to be bound by the terms and conditions of this EULA and confirm that you have read the Privacy Policy.

YOU AGREE THAT YOUR USE OF THE PRODUCT INDICATES THAT YOU HAVE READ THIS EULA, UNDERSTAND ITS TERMS AND CONDITIONS, AND YOUR CONSENT TO BE BOUND BY THEM.

By using our Product and Services or otherwise acknowledging your acceptance of this EULA, for example, by clicking a box indicating your acceptance, or signing a quotation referring to these terms, you (as an individual, company, business, corporation, or other entity), accept and agree to the terms and conditions of this EULA. If you are accepting this EULA on behalf of a company, business, corporation, or other entity, you and the applicable company, business, corporation, or other entity each represent and warrant that you have the authority to bind such entity to this EULA, in which case the terms “you” or “your” and “User” will refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this EULA and may not use the Services and the Product.

You may not use the Product if you are a competitor and the purpose of using the Product is collecting information about the Product for its further copying and/or processing, except with Alignify prior written consent (i.e., other than through this EULA).

1. ABOUT THIS EULA

1.1 This EULA may be updated by us from time to time. Any changes to this EULA will be posted on our Website or communicated to you within the Website. Your continued use of the Product following such changes constitutes your acceptance of the new terms. User agrees that the amended EULA shall be binding.

1.2 If you object to the changes made and/or consider that the terms of use of our Product are not suitable for you due to the changes made, the previous version of the EULA will continue to apply if you notify us in writing about your disagreement by email specified in the article 13.1 of this agreement. However, in such an event, we may close your access to the Product and terminate this agreement upon 14 calendar days' notice. Alternatively, if you do not agree to the changes, you may terminate EULA by contacting Alignify at the addresses specified in section 13 of this agreement or by contacting us via e-mail.

2. REQUIREMENTS

2.1 Legal status. None of the Services or the Product are intended for use by persons who are considered minors in their country of residence. If you are a minor or do not have the authority to enter into this agreement, you may not use the Services of the Product. If you are using Services or the Product on behalf of a business entity or individual, you warrant that the company or individual exists under the laws of the applicable jurisdiction and that you have duly authorized your agent to bind you to this EULA.

2.2 Restrictions. You may use the Services or the Product only if you are not prohibited from doing so by any applicable law. If you are located in a country that is subject to economic restrictions or sanctions from receiving the Services under US or other applicable law, or if you are listed as a prohibited person or entity approved in the US, you are not permitted to purchase any paid services from Alignify. In the event of your violation of this clause, we reserve the right to notify the relevant US government authorities, and we are not responsible for your violation of this clause.

3. LICENSE

3.1 License Grant. Alignify grants you a personal, non-exclusive, non-transferable, revocable, limited license (“license”) to use the Product solely for your internal business operations or individual activities in accordance with the terms of this EULA.

3.2 In addition, we provide you with an explanation of the terms of use of the license. The license you get is:

“Non-exclusive” (we can grant the same and similar licenses to other people and/or business entities as well);
“Revocable” (we can terminate your license in certain circumstances, which are explained in this EULA);
“Personal” (only you or your company, if you are a legal entity, may use the Product);
“Non-transferable” (you may not transfer or sub-license any of the rights that we grant you to any other person or business entity);
“Limited” (you can only use the Product for the purposes and in the manner we set out in this EULA);
Conditional on your compliance with this EULA.

3.3 Permitted Use. You may use the Product on devices that you own or control.

3.4 Restrictions. You may not:

Reverse engineer or attempt to discover any source code or underlying ideas or algorithms of Alignify Product;
Modify, decompile, or disassemble the Product;
Rent, lease, lend, sell, redistribute, or sublicense the Product, use or allow others to use the Product for the benefit of any third party;
List or otherwise display or copy any code of the Product;
copy the Product (or component thereof), develop any improvement, modification or derivative work thereof, or include any portion thereof in any other item or program or object;
Perform benchmark tests without the prior written Alignify consent;
Use the Product for any unlawful or unauthorized purpose.

Any such unauthorized use as defined in article 3.4 of this EULA shall result in immediate and automatic termination of this license and this agreement. In case of violation of this article of the agreement, Alignify has the right to refuse the User from providing Services in the future.

3.5 Commission. The User shall pay Alignify a license fee. General information about the commissions and fees is indicted on the Website and shall be agreed by the Parties depending on the duration of the license.

3.6 Payment for the license is possible in the following ways:

3.6.1 The User submits a request about access to the Product. The invoice is created by Alignify and sent electronically to the e-mail address specified by the User.

3.6.2 Payment for the license is made by online payment with the User's bank card via Website.

3.7 The license fee must be paid in advance, or any other terms expressly agreed between the User and Alignify. Once payment is made, the license fee is non-refundable.

3.8 Payment of any bank charges and other deductions levied in the territory of the User's country in connection with payment for the license is the User's responsibility and is carried out at his expense.

3.9 Alignify reserves the right to adjust the license fee. Alignify will notify you about the change in the license fee on the Website or by sending an email to your email address. If permitted by law, we reserve the right to provide such notification via other common notification mechanisms in advance. You will be deemed to have accepted the license fee change unless you cancel your subscription before the new license fee becomes effective. Alignify cannot change the license fee for paid license during its validity period.

3.10 Our stated prices and fees for the Product and Services do not include applicable sales taxes, value-added taxes, export and import duties, insurance fees, customs duties and charges, personal property taxes or similar charges that you are responsible for paying in accordance with your country of tax residence. However, the payment for the Product includes all necessary taxes and fees that Alignify must pay in accordance with the laws of Ukraine.

3.11 Refund. The User has the right to ask for a refund of the subscription fees charged by Alignify in the event of accidental cancellation. By accidental cancellation, Alignify means the absence of a refusal by the User to subscribe to a new period if such User has contacted Alignify within 3 (three) calendar days from the first calendar day of the start of the new subscription period to the Alignify email address specified in section 13 of this agreement and provided the following data for the refund: last name, first name, patronymic, bank account details, address, tax number. Failure to provide all mandatory details specified in this clause is grounds for refusing to refund the funds to the User.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership. The Product is licensed, not sold. Alignify retains all rights, titles, and interest in and to the Product, including all intellectual property rights therein. All exclusive rights to objects of intellectual property, rights to works, images, texts and/or other materials posted on the Website (hereinafter “Objects”), including but not limited to logos, brand images, slogans are reserved by Alignify or a third party to whom these rights are belong.

4.2 Objects of intellectual property rights are (the list is not exclusive):

registered and unregistered trademarks and logos:
copyright, programs and ideas, expressed in material form and/or concepts, databases, domain names, including all registrations and applications, and the renewal or extension of such rights, and all similar or equivalent rights or forms of protection anywhere in the world;
trade secrets, confidential information and know-how;
registered and unregistered copyrights, including without limitation any form, image, audiovisual display, text, software, algorithms;
documentation, related to the Product and Services;
all other intellectual property Objects, proprietary rights or other rights related to intangible property used, developed, contained, embodied or practiced in connection with the Product are owned by Alignify or other third parties, and the User agrees not to make any claim to interest or ownership in any intellectual property rights. The User acknowledges that no title to the intellectual property rights is transferred to the User and that the User does not acquire any rights, express or implied, in respect of the intellectual property rights.

4.3 If the User violates articles 4.1 or/and 4.2 of this EULA and creates any derivative work using the Objects owned by Alignify, such derivative works will belong to Alignify, and all rights, title and interest will automatically pass to Alignify forever.

4.4 At the same time, if the User creates his own object by using the Alignify Product, such object, and all copyrights shall belong to the User.

4.5 Data. During the provision of Services by Alignify, the User retains all rights and interests for the data created during the use of the Product and the information provided, transmitted or created by the User under this agreement, including all intellectual property rights related thereto, and Alignify does not acquire any rights in the above data, whether indirect or otherwise, except as expressly provided in this Section.

4.6 The User hereby grants the Alignify a non-exclusive, worldwide, permanent, royalty-free right and license (including the right to grant sublicenses) to use, store, reproduce, distribute and display the objects created by the User during the provision of the Services by Alignify and the use of the Product, for the purpose of improving and functioning of the Product for the benefit of Alignify customers. The processing of objects created by the User during the provision of the Services by Alignify and the use of the Product, for these purposes, includes both automated and manual (human) processing methods. Automated methods include artificial intelligence (AI), which is a set of technologies that allow computers to perceive, learn, reason, and help in making decisions to solve problems in the field of construction.

4.7 Offers. The User hereby grants Alignify a royalty-free, worldwide, transferable, sublicensable, perpetual license to use or incorporate into the Services and/or Product any suggestions, requests for improvements, recommendations or other feedback related to the Services and/or Product provided to the User.

4.8 No Transfer of Rights. This EULA does not transfer any ownership rights from the Alignify to you or any third party.

5. UPDATES AND UPGRADES

5.1 Updates. Alignify may provide updates or upgrades to the Product. The Services may at the sole discretion of Alignify be subject to upgrades from time to time, including by addition of new versions, updates and features etc. Such updates may be subject to planned downtime and occur without notice. However, Alignify will make reasonable efforts to notify the User in advance. Any planned downtime is to the extent possible placed on weekends or outside normal business hours.

5.2 Mandatory Updates. Alignify reserves the right to oblige the User to have appropriate technical settings for the possibility of using the Product and to make updates of such technical settings mandatory for the further use of the Product.

5.3 Notwithstanding anything else in this agreement, maintenance does not include, and Alignify shall have no obligation to correct, any corrective action or action related to errors or other functional problems associated with Alignify provided by data connectors or a third party or otherwise caused by any other action by the User or a third party. Alignify disclaims responsibility and the User assumes all responsibility for all corrective actions and costs associated with any remedial actions related to the resolution of functional problems involving Alignify-provided data connectors that connect related to non-working connections with the User or third party provided data sources.

5.4 The User agrees that any period of unavailability of the Product or other performance degradation due to non-functioning connections to data sources provided by a third party or otherwise caused by any other actions of a third party is beyond Alignify control and is not considered to be caused by or attributable to Alignify.

5.5 All users will always have the latest version of the Product for the duration of the subscription.

5.6 Alignify shall have no obligation to upgrade, update, bug-fix, to provide support or maintenance services, or to provide assistance or consultancy services in relation to the Product.

5.7 Notwithstanding the provisions of clause 5.6 of the agreement, Alignify will provide technical support to Users. To receive it, the User must contact Alignify by sending an email indicating the existing problem to it@alignifytech.com.

6. TERMINATION

6.1 The license granted and any right to use the Services shall cease upon termination of the license term.

6.2 The agreement is terminated automatically if you have not extended the term of your subscription.

6.3 You may terminate your license term and subscription at any time with effect from the next billing period.

6.4 You can terminate your license term and subscription at any time by contacting Alignify at the addresses specified in section 13 of this agreement or by contacting us via e-mail.

6.5 Termination by Alignify. Non-compliance with any part of the licensing terms, including non-payment of the license fee, is among others considered a material breach of this EULA. Alignify may terminate this EULA immediately if you fail to comply with any term(s) of this EULA. Upon termination, you must cease all use of the Product.

7. DISCLAIMER OF WARRANTIES

7.1 Without limiting the scope of the preceding sentences, Alignify gives no warranty or guarantee that the Product will meet the User’s requirements, that the use of the Product will be uninterrupted, or that any errors and/or defects in the Product can or will be corrected.

7.2 As Is. The Product is provided "AS IS '' and "AS AVAILABLE". Alignify warrants that, under normal use and service, the Product will perform substantially for the period encompassed by the License term. The Product is provided “as is'' without any other warranties of any kind and Alignify hereby disclaim all warranties of any kind, whether express or implied, oral or written, relating to Alignify software products provided hereunder or to the subject matter of this agreement or otherwise, including but not limited to any warranties of non-infringement, merchantability, title for a particular purpose. Alignify does not warrant that the Alignify software Product will meet Users requirements or that operation of Alignify software Product will be uninterrupted or error free. This warranty excludes errors which cannot be reproduced, which occur in an unsupported hardware and/or system software environment, which are caused by virus, which are associated with non- functioning connections to User-provided or third party-provided data sources resulting from any User or third-party modification(s), or which are otherwise caused by any other User or third- party action(s).

8. LIMITATION OF LIABILITY

8.1 Limitation. In no event shall Alignify be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses) arising out of or related to your use or inability to use the Product, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Alignify has been advised of the possibility of such damages.

8.2 Cap on Liability. Alignify total liability to you for any damages arising out of or related to this EULA, whether in contract, tort, or otherwise, shall not exceed the amount you paid for the Product (if any) during the twelve (12) months immediately preceding the event giving rise to the liability. If you have not made any payments to Alignify for the use of the Product, Alignify total liability shall not exceed fifty dollars (USD $50.00).

8.3 Allocation of Risk. The provisions of this EULA allocate the risks between the Parties. This allocation is an essential element of the basis of the bargain between the Parties. Each Party acknowledges that the other Party would not have entered into this EULA without the limitations of liability set forth herein.

8.4 Exclusions. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, Alignify liability will be limited to the greatest extent permitted by law.

8.5 Indemnification. You agree to indemnify, defend, and hold harmless Alignify, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your use of the Product or your violation of this EULA.

9. CONFIDENTIALITY

9.1 Definition of Confidential Information. For the purposes of this EULA, "Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, that is disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") and is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to customer and supplier information, product designs, marketing information, pricing, software code, and technical specifications.
9.2 Obligations of Confidentiality. The Receiving Party agrees to:

Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this EULA;
Take all reasonable measures to protect confidentiality and prevent unauthorized use or disclosure of the Confidential Information, which measures shall be at least as protective as those it takes to protect its own confidential information of a similar nature;
Disclose Confidential Information only to its employees, agents, contractors, or advisors who need to know such information for the purposes of this EULA and who are bound by confidentiality obligations at least as restrictive as those set forth in this EULA;
Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

9.3 Exceptions to Confidential Information. Confidential Information does not include information that:

Is or becomes publicly available without breach of any obligation owed to the Disclosing Party;
Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
Is received from a third party without breach of any obligation owed to the Disclosing Party;
Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

9.4 Compelled Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (to the extent permitted by law) so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this EULA. If such protective order or other remedy is not obtained, or if the Disclosing Party waives compliance, the Receiving Party shall furnish only that portion of the Confidential Information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

11. DISPUTE RESOLUTION

11.1 Mandatory Arbitration of Disputes. Alignify and User agree that any dispute, claim or controversy (including controversies, claims or disputes involving the validity or infringement of Intellectual Property Rights) arising out of or relating to this EULA or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or the Product, each as they relate to Services used or purchased (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Alignify and User agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this EULA, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this EULA.

11.2 When you agree to this EULA you are agreeing (with limited exception) to resolve any dispute between you and us through binding, individual arbitration rather than in court. This EULA also includes a waiver of rights by you to bring a class action against us and a limitation on damages that you can collect from us that may arise out of your use of the Services. By using the services, you agree to these provisions.

12. MISCELLANEOUS

12.1 Assignment. The User may not assign its rights and obligations under this agreement, either in whole or in part, without the express written consent of the other Party; however, Alignify may assign such rights and obligations to an acquiring or successor entity in connection with a merger or acquisition, including the sale of all or substantially all the assigning party’s assets.

12.2 No Waiver. No waiver of any term or condition of this agreement shall be construed as a waiver of any other term or condition, nor shall any waiver of any default under the same be construed as a waiver of any other default.

12.3 Severability. If any provision, or portion thereof, of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of the relevant agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct and the Parties shall use their best efforts to agree upon a substitute provision that comports as closely as possible with the intent and effect of the stricken provision, failing which the court shall construe the relevant agreement to as closely as possible achieve the intention of the Parties had the stricken provision remained.

12.4 Force Majeure. Neither Party shall be liable for failure to perform or improper performance of the terms of the agreement in the event of force majeure circumstances, which the Parties could not have known in advance or could not have foreseen. The Parties are exempt from liability under the agreement for the duration of the event, force majeure circumstances, force majeure circumstances within the meaning of Article 14-1 of the Law of Ukraine “On Chambers of Commerce and Industry in Ukraine”, which include, but are not limited to the following:
- war, invasion, rebellion, popular uprising, lockout, blockade, seizure (usurpation) of power, introduction of military power or martial law or a state of emergency, terrorist acts;
- unlawful actions or inaction of state bodies and / or local self-government bodies;
- decisions of the administration of Meta Platforms, Inc. and/or updates, other technical innovations or changes that cannot be foreseen, but which have affected the operation of the Website and/or Product;
- the impact of nuclear energy in any form, ionizing radiation, electromagnetic fields or electromagnetic interaction;
- radioactive, chemical, biological or toxic pollution or contamination, by the use of explosives;
- force majeure and / or extraordinary and unavoidable natural disaster (floods, storms, blizzards, hurricanes, tornadoes, typhoons, tsunamis, storms, earthquakes, mudslides, avalanches, volcanic eruptions, landslides, landslides, groundwater outbursts, floods, etc.);
- epidemics, pandemics, quarantine, etc.
The Party that becomes aware of the occurrence or approach of such circumstances shall immediately notify the other Party. Confirmation of the occurrence of the relevant force majeure circumstances shall be a certificate provided by the Chamber of Commerce and Industry of Ukraine or another authorized body.
The performance of the agreement, in whole or in part, shall be suspended for the duration of such circumstances. If the force majeure circumstances last for more than 30 (thirty) calendar days, the Parties shall have the right to terminate the agreement.

12.5 Survival. Article 2.2 (Restrictions) and Sections 4 (Intellectual property rights), 7 (Disclaimer of warranties), 8 (Limitation of liability), 9 (Confidentiality), 10 (Governing Law), 11 (Dispute resolution) will survive any termination or expiration of this EULA.'

12.6 No Inducement. Both Parties acknowledge that they have not been induced to enter into this agreement or any associated agreements by any representations or promises not specifically stated therein and herein.

12.7 Headings. Headings are used in this agreement and all associated agreements are solely for convenience and shall not be deemed to affect in any manner the meaning or intent of the applicable agreement or any provision there/hereof.

12.8 Notifications. The User agrees that after entering information about himself/herself when ordering a subscription, Alignify may send letters and messages, including advertising ones, to the User's email address or contact phone number or messenger. However, Alignify undertakes not to transfer the email address and other information about users to third parties, except for cases provided for by the current legislation of Ukraine.

12.9 By accepting the agreement, the User confirms that he is informed and familiar with the fact that digital services and/or digital content may not meet the criteria provided for in Part 1, 2 of Article 6 of the Law of Ukraine “On Digital Content and Digital Services” and he agrees and expresses his consent to receive digital content and/or digital services with such deviation to the extent determined by Alignify.

12.10 This EULA constitutes the entire agreement between you and Alignify regarding the Product and supersedes all prior or contemporaneous understandings regarding such subject matter.

END USER LICENSE AGREEMENT (EULA)