Terms of Service

Date: 22nd May, 2018

Thanks for using Composity.

Please read these Agreement carefully, because it is a binding agreement between You ("you", "your" or “Customer”) and Composity Ltd., (“Composity” or “we”, “our” or “us”) governing your use of the Composity platform, including the free workspaces. These Terms of Service describe your rights and responsibilities when using our online platform. You automatically agree to this Agreement and to our Privacy Policy by using or logging into the Composity software.

If you are entering into this agreement on behalf of a business or other legal entity, you hereby represent and warrant that you have the authority to bind such entity and its affiliates to the terms and conditions of this agreement, in which case “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority you may not accept this agreement, nor may you use the Composity platform or receive our services.

If you do not agree to this Agreement, you must not sign up for a Workspace and shall not make use of the Services or the Sites. By agreeing to this Agreement, you acknowledge that you have read it, understood it, and agree to be bound by its terms and conditions.

1. Definitions

“Composity Platform”, “Service/s” or “System” shall mean the software as a service (SaaS) offered to you by Composity and the underlying servers and software used to provide it.

“Account” shall mean an account with Composity to use the Services.

“Workspace” is a private digital space, where a group of users may access the Services.

“Agreement” or “Terms” shall mean these Terms of Service, including any annexes thereto, which form an integral part thereof and, which in their totality, govern Your relationship with Composity.

“Sites” refers to each Composity website and the services offered on those Sites, in addition to any sub-pages that are integrated within them.

“Data” means all information, content (including text, images, photos, videos, audio, documents or any other content), personal data, uploaded by you to the Composity Platform. Your Data includes, but is not limited to technical, financial and commercial information concerning your, or any of your parent company’s or subsidiaries’, business, systems, processes, software and services, etc.

“Subscription” means the right to access the System during the Subscription Term.

“Subscription Plan” shall mean one of the different subscription packages, through which you can use the Services. The fees and objectives for each Subscription Plan are set forth on the Composity Sites, or, provided in an Order Form that may differ from those on the Sites.

"Subscription Fee" means the amount you pay for the Subscription.

“Subscription Term” means the period of time, for which subscription to the Services shall be made available by Composity to you. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

“Free Services” means the Subscription or other products or features made available by us to you on an unpaid trial or free basis.

"Order" or “Order Form” means the ordering documents that are entered into between You and Composity, in the form provided by Composity. An Order Form can be a written document provided by Composity or any online form within the Composity Platform, into which you choose a Subscription Plan, together with payment preferences.

"Maximum Records" means the maximum number of Records you are permitted to use with the Subscription as identified in your Subscription Plan or Order Form.

"Users" means your employees, representatives, consultants, contractors or agents, who are authorized to use your Workspace for your benefit and have unique user identifications and passwords for the Workspace.

"Third-Party Platforms" means products and professional services, provided by third parties, which interoperate with or are used in connection with the Services. These products and services include non-Composity apps, for example, the following: our integration with Gmail, Sendgrid and Mailchimp.

“Deliverable” - means any software, service, documentation, or other materials, expressly required to be delivered to you, with accordance to the Subscription Plan or Order Form.

2. Composity Services

Registration

To use the Services, you must create a Workspace and an Account, by completing a registration form. You must activate the “I accept the Terms of Service and Privacy Policy” check-box and click on the "Sign Up" button. During the registration, we will ask you for information, which may include but is not limited to, your name, email, telephone and other personal and business information. Please provide us with complete and accurate information, and keep that information current. To create an account, you must be at least 18 years old.

We advised you to keep your login credentials strictly confidential. It is your responsibility to protect your Data and maintain the confidentiality of your user information and passwords. We shall not be held responsible for unauthorized access to your Account as a result of someone else using your username or password, either with or without your knowledge. You need to promptly notify us of any unauthorized use of your Account, or breach of your Account information or password.

We aren't responsible for the content of any Data or the way you or your Users choose to use the Services to store or process any Data.

You are solely responsible for providing high-speed internet service for you and your Users to access your Workspace and use the Services.

We reserve the right, after obtaining your prior consent, to access the information you have provided, when creating your Workspace and Account, for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.

Updates and Functionalities

We reserve the right to modify our Services at any time, with or without notice to you. For example, we may add, change or remove a functionality or feature, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. You can stop using our Services at any time.

You acknowledge that the Services, integrated with other Third-Party Platforms, and the Services provided are highly dependent on the availability of such Platforms. If at any time any Third-Party Platform ceases to make their programs available to Composity, we may cease to provide such features to you without entitling you to a refund, credit, or other compensation.

Availability

We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. We expect planned downtime to be infrequent, but will endeavor to provide you with advance notice through the Services or email, if we think it may exceed fifteen (15) continuous minutes.

Support

Support via email and phone is available in connection with a paid Subscription. Support via phone, chat, remote sessions and email is available with any of our paid Support packages.

Acceptance of Deliverables

Promptly upon Composity’s notice that a Deliverable has been implemented or completed, you will be able to test and evaluate each such Deliverable. You should determine whether each Deliverable conforms to the specifications, as provided in the applicable Subscription Plan or Order.

You may deliver a notice of rejection to Composity if a Deliverable fails to match the specifications. You must provide us with a written explanation as to which aspects the Deliverable failed, with sufficient detail to allow us to reproduce such failure. Composity should promptly remedy such failure and deliver the corrected Deliverable to you.

If we do not receive a notice of rejection from you within two (2) weeks (or such other period as may be expressly provided for in the applicable Subscription Plan or Order) after delivery of a Deliverable, such Deliverable shall be deemed “Accepted” and completed.

Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls (to the telephone number you provide us when you sign-up for a Composity Workspace), and notifications in your Account in the System.

Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to the Services or account support.

To receive marketing or promotional communications related to Composity and the Services, you need to give us your consent expressly during the registration or later through your Account. You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails.

Acceptable Use

You may use our Services only in accordance with applicable laws and government regulations.

You are responsible for your and your Users' compliance with these Terms of Service, and solely responsible for the accuracy, quality, integrity, and legality of your Data and of the means by which you acquired or generated that Data. You and your Users shall use the Composity Platform as contemplated by this Agreement and shall not:
(a) try to interfere with our Services or try to access them using a method other than the interface and the instructions we have provided;
(b) access or monitor any material or information on any Workspace using any manual process or robot, spider, scraper, or other automated means;
(c) attempt to probe, scan or test the vulnerability of the System or to breach the security or authentication measures without proper authorization;
(d) access data within the System, not intended for you;
(e) use the Services for any illegal activity or goods or in any way that exposes you, other Composity Users, our partners, Composity or the general public to harm;
(f) lease, distribute, license, rent, timeshare, sell or otherwise commercially exploit the System or make the System available to a third party other than as contemplated in this Agreement;
(g) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way materials, information or Services of Composity;

If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, we have the authorization to share information about you, your Account, your Workspace, and any of your transactions with law enforcement.

Fair Use Policy

If we are investigating suspected misconduct, Composity may suspend the access to your Workspace or stop providing our Services to you for abusive practices.

3. Intellectual Property

Composity Services

This is an Agreement for access to and use of the Services, and using them does not give you ownership of any intellectual property rights in our Services or the content you access. We own and will continue to own all our Services and content.

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our Services, unless you are expressly authorized in writing by us. These Terms of Service does not grant you the right to use any branding or logos used in our Services and Sites. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Proprietary Rights Owned by You

You retain all right and ownership to all your Data. You retain ownership of the materials and content that you upload, submit, store, send or receive in the Service. So basically, what's yours, stays yours.

You grant Composity and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, limited-term license to access, use, host, process, copy, distribute, perform, transmit, format, display, store, archive, and index your Data for the purpose of supporting and maintaining your use of Composity Platform and providing Services to you. We shall not access your Data, except to respond to service, security or technical problems, or at your request. We may use or disclose your Data only as described in these Terms and our Privacy Policy.

You are solely responsible for the Data that you or your Users upload, publish, display, link to, or otherwise make available via the Services, and all activities that occur in your account. You represent and warrant that you have secured all rights to the Data.

You acknowledge and agree that Composity may disclose any Data, if required to do so by law or in the reasonable belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to claims that any of your content and/or Data violates the rights of other parties, or protect the rights, property, or personal safety of Composity, the Sites, the Service, our users, and the public.

4. Payment Obligations

Subscription Fees

Subscription Fees are specified on the Composity Sites and in the subscription-details section in your Account in the Workspace, except as otherwise provided in an Order Form. Payment obligations are non-cancelable and, except as expressly stated in the Order, fees paid are non-refundable. These means that in the event you decide to downgrade any subscriptions from a paid plan to a free plan, or from more expensive to cheaper plan, you will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription terms. In the event you upgrade your Subscription Plan, the Subscription Fees applicable to your new version of the Composity Platform will take effect immediately, with such increased fees calculated on a prorated basis, taking into account the number of days remaining in the then-current Subscription.

Services Fees

You shall pay Composity all of the fees for Services specified in an Order. Except as otherwise provided in the applicable Order Form, all fees are quoted in Euro, payment obligations are non-cancellable, and Services Fees are non-refundable and shall not be subject to setoff or other reduction.

Taxes

Subscription Fees are stated exclusively of any taxes, levies, duties, or similar governmental assessments of any nature. You will be responsible for paying all Taxes associated with your purchases, other than Composity's income taxes. If we pay any such taxes on your behalf, you agree to reimburse us for such payment.

Consulting Services

You may purchase Consulting Services by placing an Order with us. The Consulting Services we provide will be described in the Order Form. We will deliver the Consulting Services in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.

Renewal Term

Unless otherwise provided in an Order Form, paid Subscription will be billed in advance on monthly or annual basis (as per the option chosen when you purchased the Subscription Plan), starting on the Effective Date and will automatically renew at the end of its applicable term.

We do not store credit card information. We rely on trusted Third-Party online payment systems, such as Paypal and Stripe for credit card processing, as well as for recurring payment processing. You agree that such Third-Party Platforms may process your credit card or other valid payment method on each monthly, annual, or other renewal term (as provided in the Order Form), on the calendar day corresponding to the first day you subscribed to the Service, on behalf of Composity.

If your paid subscription to Composity's Services began on a day not contained in a subsequent month, we will process your payment on the last day of such month.

Cancellation

You may cancel a monthly or yearly Subscription Plan at any time by providing notice to Composity via your appointed account manager, send an email to our support team at [email protected] or with the function for this when you are logged in into your Workspace. If you subscribed to a monthly plan, the cancellation will be effective at the end of the then-current monthly billing period, and no credits or refunds will be issued to you for any prepaid fees. If you subscribed to a yearly plan, the cancellation will be effective at the end of the then-current annual billing period and no credits or refunds will be issued to you for prepaid fees.

Billing Changes

We may change our fees at any time by posting a new pricing structure to our Sites and/or sending you a notification by email.

Suspension of Platform Access and Service

If your Subscription is thirty (30) days or more overdue (except with respect to charges, then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), we reserve the right to suspend your access to the System, without liability to Composity, until your Subscription is paid in full.

5. Modification and Termination

Term

The term begins when you sign up for Composity. A free subscription continues until terminated, while a paid subscription has a term that may expire or your account is cancelled and you cease using our Services.

Termination

Either you or we may terminate this Agreement in case of (i)a material breach by the other party of the terms hereof in this Agreement and such breach remains uncured upon thirty (30) days after the non-breaching party provides notice of the breach, (ii)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. You may also cancel or disable Services at any time.

We may immediately terminate this Agreement, cancel or disable Services at any time, if (a) you or your Users violate this Agreement, abuse the Services, or otherwise create risk or possible legal exposure to Composity, (b) you terminate your business activities or become insolvent, (c) the term (and any applicable renewal terms), set forth or provided for in the applicable Subscription Plan or Order Form, have expired.

Termination Without Cause

You may terminate your free Subscription immediately without cause. We may also terminate your free Subscription without cause, but we will provide you with thirty (30) days prior written notice.

Effects of Termination

Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your Account and Workspaces; and (iii) you will pay Composity all unpaid amounts owing to us.

Changes

We may add or remove, suspend, stop, delete, discontinue or change the Sites, the Services, or any features of the Service at any time. We may change any of the Terms by posting revised Terms of Use on our Website and/or by sending an email to the last email address you gave us. The new Terms will be effective immediately and apply to any continued or new use of Composity Platform, we may change.

Survival

The rights and obligations under this Agreement shall survive and remain in full effect any termination or expiration of the Agreement.

6. Confidentiality

We will not use any Confidential Information for our own purposes or for any others than yours or your clients'. Composity and our employers shall not disclose without your prior written consent any of your Confidential Information (i.e. any information including, without being limited to, proprietary information related to your Data, business practices, strategies, trade secrets, financial terms, business plans, trade documentation, any information about contracts, clients, suppliers, shareholders, project-related documentation), including after termination of the Agreement, irrespective of the grounds for it. This obligation shall not apply to information which is available or must be made available to third persons (such as government bodies, courts, etc.) by rule of the law or has already been publicly disclosed by you.

7. Warranty Disclaimer

To the maximum extent permitted by law, we expressly disclaim warranties of any kind, either express, implied, statutory, or otherwise. Including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. We can’t guarantee that Composity Platform will meet your specific needs and that the Services will meet your requirements, or that our Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free. Except as expressly provided in these Terms, our Services, Sites and all related components and information are provided on an “as is” and “as available” basis without any warranties.

You represent and warrant that you have validly entered into the Agreement and have the legal power to do so. You further represent and warrant that you are responsible for the conduct of your Users and their compliance with the terms of this Agreement.

8. Limitation of Liability

To the maximum extent permitted by law, nor Composity, nor our respective suppliers, affiliates, officers or employees shall be liable for any indirect, punitive, special, or consequential damages, under any circumstances, including, but not limited to the use of, inability to use, unavailability of the Service, and negligence, even if we’ve been advised of the possibility of those damages.

Our total liability for all claims will be no more than the amount of fees you paid us in connection with your use of the Services during the 6 months prior to the date the cause of action arose to the claim for liability, or 300€.

The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these terms between you and Composity and limit our potential liability given the fees charged under this agreement, which would have been substantially higher if Composity were to assume any further liability other than as set forth herein.

9. Indemnity

Indemnification by Composity

We will defend, and hold you harmless from and against any Third Party claims arising from or relating to Composity's violation of a Third Party’s Intellectual Property Rights directly arising out of your use of the Services, in accordance with the terms of this Agreement.

However, we will have no indemnification obligation to any of the following claims:
(a) arising out of or related to your Data;
(b) your wrongful or improper use of the Services;
(c) non-Composity Products;
(d) your violation of any Applicable Laws;
(e) your violation, whether alleged or actual, of any Third Party rights, including, but not limited to Data protection and privacy rights;
(f) any modification, combination or development of the Services, not performed by us, including the use of any application programming interface (API);
(g) any, outside of yours, access and/or use of the Services with your unique name and password;

You agree to provide us with prompt written notice of any claim and allow us the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting our defense and settlement of such matter.

Indemnification by you

You shall defend indemnify, and hold harmless Composity and its suppliers, affiliates, officers or employees from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your or any of your Users’ violation of (a) these Agreement, (b) any Data or third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights, (c) any law, rule or regulation.

10. Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data, relating to the use and performance of our Sites and Services. Our Privacy Policy will be treated as part of these Terms.

11. General Provisions

Assignment

You and Composity may not transfer or assign any rights under this agreement to anyone else without the prior written consent of the other party. You agree to keep your billing and contact information current at all times by notifying us of any changes.

Relationship of the Parties

You and Composity are independent contractors. The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Agreement.

Severability

If any provision of this Agreement is found unenforceable or illegal by a court of competent jurisdiction, then that section will be removed or modified to render it enforceable, and the rest of the Terms will still remain in full force and effect.

Governing Law

For any matters not stipulated in this Agreement, the provisions of the Bulgarian legislation in force shall apply.

Dispute Resolution

Where resolution of disputes cannot be reached by the parties through a mutually acceptable agreement, the dispute will be resolved by the courts of the Republic of Bulgaria in compliance with its Rules for Litigations.

Waiver

No failure to exercise and no delay in exercising, any right under any part of this Agreement will constitute a waiver of that right, unless it is in writing and signed by an authorized representative of all parties to this Agreement.

Notes

Any notices or other communications under or in connection with this Agreement shall be made in writing and served to Composity to the following address:

Address: 3 James Bourchier Str., 9002 Varna, Bulgaria
E-mail: [email protected]

Force majeure

Neither you or Composity shall be liable towards each other for any failure to perform its obligations under the Agreement due to a force majeure event, such as, but not limited to fire, flood, earthquake, storm, hurricane or other natural disaster, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, strike, lockout. The Party asserting force majeure must notify the other party of that and specify the nature of the force majeure and its possible implications on the performance of the Agreement.

You acknowledge that you have read this agreement, understood it, and agree to be bound by its terms.