1.1 These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, or “the Client”) and NotifyMe Ltd, with its office located at c/O18 North Street KY7 5NA Glenrothes, UK, NotifyMe Italia Srl, with its head office located at Via Manzoni 37, 2300 Monza, MB, Italy, or any of its affiliated companies (“we,” “us” or “our”), concerning your access to and use of the notifyme.tech or notifyme.org websites as well as any other related, linked, or otherwise connected thereto (collectively, the “Site”, “Service”).
1.2 By accepting this Terms of Service, by executing a Form that references this Terms of Service, the Client warrants, represents and acknowledges that: (i) the Client has read and understood this Terms of Service; and (ii) the Client agrees to be bound by the terms of this Terms of Service; and (iii) acknowledges that this Terms of Service governs the Client’s use of the Service and supersedes any other Terms of Services between the Client and NotifyMe; and (iv) the information that the Client provided in registering for this Service is accurate and complete; and (v) the information provided is the Client’s or within the Client’s right to use; and (vi) the Client must be of legal age to enter into a binding agreement.
1.3 If you enter into this Terms of Service in your personal capacity, you are the Client (as defined below).
1.4 If you are entering into this Terms of Service on behalf of a third party or other legal entity that is to be the Client, you represent and warrant that: (i) you have the authority to bind such entity and its Affiliates (as defined below) (where applicable) to this Terms of Service; and (ii) you agree on behalf of that entity and its Affiliates that it will be the Client, and (iii) authority to enter into this Terms of Service was given by the Client with the Client’s full knowledge of the provisions contained in this Terms of Service. If you do not have such authority, or if the Client does not have such knowledge of this Terms of Service or if you or the Client do not agree to the terms and conditions of this Terms of Service, you must not accept this Terms of Service and you may not use or access the Service.
1.5 Should the Client be granted access to or use of the Service prior to acceptance of this Terms of Service, the terms of this Terms of Service shall be deemed to have been entered into and accepted by the Client on the date that access to or use of the Service commences.
1.6 NotifyMe provides the Service through the Sites and the provision of that Service is entirely subject to the terms of this Terms of Service.
1.7 Obligations, rules and restrictions affecting the Client in this Terms of Service shall also bind any agents, licensees, servants, contractors, sub-contractors and employees of the Client and any Affiliates and any agents, licensees, servants, contractors, sub-contractors and employees of any Affiliates who use or access the Site or Service. Any breach of such obligations, rules and restrictions by such parties shall be deemed to be a breach of the same by the Client.
1.8 By accepting this Terms of Service, the Client is also accepting and agreeing to any Forms generated by NotifyMe, including any Forms which vary or alter the terms of this Terms of Service.
2.1 You can use NotifyMe’s services to track your internal tasks, leads and working processes. You can invite anyone in your organization to use the system, and you can invite Business Partners, Contractors, Vendors, Customers and Third Parties to share work-related data or work process. You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
2.2 This Agreement governs
(i) NotifyMe’s cloud-based solutions (currently designated as “NotifyMe App” deployments)
(ii) any related support or maintenance services provided by NotifyMe. The software together with related documentation, are referred to as “Services”.
2.3 Please note that NotifyMe shall not be liable for any damage caused as a result of your use of the services, their unavailability, any error or faults in the services, and for any loss of data present on the space made available by the Service.
3.1 We shall: (i) make the Service available to you pursuant to the terms of this Terms of Service and the applicable Forms; (ii) provide applicable standard support for the Service to you at no additional charge. Upgraded support shall only be provided if purchased in addition, (iii) use commercially reasonable efforts to make the online Service available 24 hours a day, 7 days a week. (iv) provide an academy support section where clients can take a course and learn how to use our software. The calculation of availability excludes: (a) planned downtime (of which we shall give advance electronic notice); and (b) any unavailability caused Force Majeure.
3.2 Beta versions of the Service (which are clearly designated as beta, limited release, for evaluation or other similar descriptions) may in our sole discretion become available to you on occasion at no charge (the “Beta Services”). The Beta Services will be optional and the choice to use them is at your discretion. The Beta Services are intended for evaluation purposes only and do not constitute part of the Service as defined herein. However, all restrictions, limitations and obligations set out in this Terms of Service shall apply equally to your use of any Beta Services and NotifyMe shall have no liability whatsoever arising out of your use of or in connection with the Beta Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that NotifyMe will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
4.1 Subject to the Client paying the Fees in accordance with the terms of this Terms of Service, NotifyMe grants the Client a non-exclusive, non-transferable right to permit Users to use the Service (including any associated Intellectual Property and Confidential Information of NotifyMe) during the Term solely for the Service Purpose and the Client’s internal business operations. Such licence permits the Client to make cache copies of software or other information necessary for the Client to receive the Service via the Internet. Where open-source software is used as part of the Service, such software use by the Client will be subject to the terms of the applicable open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause 4.1.
4.2 Notwithstanding Your statutory rights, no right to modify, adapt, or translate the Service or create derivative works from the Services is granted to you.
4.3 You are not permitted to
(i) copy the design of the application or the Database framework;
(ii) access or obtain the ‘object code’ or the ‘source code’ for the Software;
(iii) examine, reproduce, copy, amend, modify, decompile, reverse engineer, and/or distribute the Software;
(iv) use components of the Software for applications not running in the Software;
(v) sell, transfer, or assign any right granted under this Terms of Service; and
(vi) during the Term of this Terms of Service and for a period of two years thereafter, compete with NotifyMe by making and/or selling similar software or provide a similar service to the Service.
4.4 You shall not:
(i) make the Service available to or use the Service for the benefit of anyone other than you or the Users or the Admin Users unless expressly stated otherwise in a Form;
(ii) sell, resell, license, sublicense, distribute, make available, rent or lease the Service, or include the Service in a service bureau or outsourcing offering;
(iii) use the Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third party rights;
(iv) use the Service to store or transmit code, files, scripts, agents or programs intended to harm (including, for example, viruses, worms, time bombs and Trojan horses);
(v) interfere with or disrupt the integrity or performance of the Service or third party data contained therein; (vi) attempt to gain unauthorised access to the Service or its related systems or networks;
(vii) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, or use the Service to access or use any of NotifyMe’s Intellectual Property except as permitted under this Terms of Service;
(viii) copy the Service or any part, feature, function or user interface thereof;
(ix) frame or mirror any part of the Service, other than framing on your own intranets or otherwise for your own internal business purposes;
(x) access the Service in order to build a competitive product or service or to benchmark with a competing product or service; or
(xii) reverse engineer the Service (to the extent such restriction is permitted by law).
4.5 Any use of the Service in breach of this Terms of Service by You, or Users or Admin Users that in NotifyMe’s reasonable judgment threatens the security, integrity or availability of the Service, may result in the immediate suspension of access to the Service, however, NotifyMe will use commercially reasonable efforts where appropriate to provide You with prior notice of a proposed suspension.
5.1 Restrictions on Use: In addition to all other terms and conditions of this Agreement, you shall not: (i) provide any service based on the Services without prior written permission; (ii) use the third party links to sites without agreeing to their website terms & conditions; (iii) post links to third party sites or use their logo, company name, etc. without their prior written permission; (iv) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (v) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of NotifyMe; (vi) violate any applicable local, state, national or international law; (vii) create a false identity to mislead any person as to the identity or origin of any communication; (viii) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Services to a third party, or (ix) publicly disseminate information regarding the performance of the Services.
5.2 Spamming and Illegal Activities: You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libellous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity
5.3 Data Ownership: We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant NotifyMe the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for NotifyMe’s commercial, marketing or any similar purpose. But you grant NotifyMe permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you. Notifyme may also access your account or instance in order to respond to your support requests.
6.1 The Client acknowledges and agrees that subject to any limited rights expressly granted to the Client in this Terms of Service, NotifyMe and its licensors own and reserve all Intellectual Property rights and title in and to the Software, the Service, the Documentation (save to the extent they incorporate any Client Data, Client Intellectual Property of third party owned item). No interest or ownership in the Software, Service, Documentation, Intellectual Property or otherwise is transferred to the Client under this Terms of Service.
6.2 The Client shall retain sole ownership of all rights, title and interest in and to Client Data and its pre-existing Intellectual Property.
6.3 The Client acknowledges that no right is granted herein to any third party, other than the Client’s contractors and agents acting on behalf of the Client, to use the Software or the Service, or to the Client to use the Software or the Service for any third party other than Client Affiliates unless agreed by the Parties.
6.4 The Client has the right to access and use the Service subject to the terms of Service.
6.5 The Client grants NotifyMe, its Affiliates and applicable contractors a non-exclusive, worldwide license limited for the Term to host, copy, transmit and display all electronic data and information submitted by or for the Client to NotifyMe and any Third Party Application and program code created by or for the Client using the Service or for use by the Client with the Service, as reasonably necessary for NotifyMe to provide the Service in accordance with the terms of this Terms of Service. Subject to the limited licenses granted herein, NotifyMe acquires no right, title or interest from the Client or its licensors under this Terms of Service in or to any of the Client Data and information submitted by or for the Client to NotifyMe, any Third Party Application or such program code.
6.6 The Client grants NotifyMe and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its or its Affiliates’ services any Feedback provided by the Client or Users.
6.7 The Client grants NotifyMe the perpetual right to use Statistical Data and nothing in this Terms of Service shall be construed as prohibiting NotifyMe from using the Statistical Data for business and/or operating purposes, provided that NotifyMe does not share with any third party Statistical Data which reveals the identity of the Client or any Users or the Client’s Confidential Information.
6.8 The Client is not allowed to remove any proprietary marks or copyright notices from the Service.
6.9 NotifyMe may take and maintain technical precautions to protect the Software and Service from improper or unauthorised use, distribution or copying.
7.1 Unless otherwise provided in the applicable Form; (i) the Service is purchased as a subscription; (ii) the Client may switch their subscription package during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; (iii) any added subscriptions will terminate on the same date as the underlying subscriptions; and (iv) where applicable additional Users can be added for an agreed price.
7.2 Except as otherwise specified; (i) the Fees are based on the subscription purchased; (ii) all Fees are non-cancellable and all fees paid are non-refundable; and (iii) the Subscription Fee cannot be decreased during the relevant Term.
7.3 The Fees set out in an order form shall be charged for the Term of the Terms of Service.
7.4 All Fees exclude any Value Added Tax (or other sales tax) legally payable on the date of the invoice, which shall be paid by the Client in addition, where applicable.
7.5 NotifyMe may revise fee rates for the Service from time to time and will provide Client’s designated administrator(s) with email notice of any changes in fees at least thirteen (30) days prior to the Service renewal date. Any increase in charges will not apply until the expiry of your then-current billing cycle.
7.6 By default, your account is set to automatic renewal mode. This can be changed to manual renewal mode at any time from your control panel. With a prior 30 day notice period, NotifyMe will advise you when your subscription is about to expire. In case of automatic renewal mode, NotifyMe will automatically charge you for renewal fee according to the subscription plan that you have selected, on or after the renewal date associated with your account, unless you have cancelled the Service prior to its renewal date. You may as well renew the Service by following the procedures for manual renewal.
After successful renewal, the Service will be made available with the technical and economic conditions existing at the time of renewal of the Service and executing the renewal process.
7.7 In the event of a downgrade of your account, the features and conditions of your account may be limited depending on the new Subscription plan that you may select. In the event of non-renewal, in the manner and within the time limits specified above, upon expiration, the Service shall no longer be provided, without the need for any communication on the part of NotifyMe. In this case, your account will remain active as a BASIC free account.
Depending on the conditions of the new Subscription Plan, all or part of the data present on the space made available by the Service may be deleted without any liability on the part of NotifyMe for the maintenance and/or saving of the same data.
8.1 NotifyMe shall invoice and the Client shall pay the Fees for use of the Service
8.2 Payments can be made by bank transfer or, upon agreement with NotifyMe, by Credit Card. Alternative payment methods may be evaluated by NotifyMe. Payments can be made to NotifyMe Limited or to one of its affiliated companies (included, but not limited to, NotifyMe Italia Srl). You authorize NotifyMe to charge such fees using the preferred payment method that you have selected.
8.3 Payment shall be made in the currency and as specified by NotifyMe in the pricing of the selected plan (or agreed).
8.4 Without prejudice to NotifyMe’s other rights and remedies under this Terms of Service or otherwise, if the Client does not pay any sum on or before the due date: (i) the overdue sum may (at NotifyMe’s discretion) accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and/or (ii) NotifyMe may condition future subscription renewals and Forms on payment terms shorter than those specified in this Terms of Service; and/or (iii) NotifyMe may accelerate any unpaid fee obligations so that all such obligations become immediately due and payable; and/or (iv) NotifyMe may suspend the provision of the Service to You until all unpaid amounts are paid in full.
8.5 NotifyMe shall not exercise its rights under clause 7.4 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute, which shall be determined in our sole discretion.
8.6 NotifyMe reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
8.7 NotifyMe may suspend or terminate your use of the Service if fees become past due. In such a situation, you may renew the Service by following the procedures for manual renewal.
8.8 You are responsible for paying all taxes, levies, duties or similar governmental assessments of any nature assessable by any jurisdiction whatsoever that may be associated with your purchases hereunder. If we are legally obliged to pay or collect any such taxes, levies or duties for which you are responsible under this clause, NotifyMe will invoice you for this cost and you will pay that amount unless you provide NotifyMe with a valid tax exemption certificate authorised by the appropriate taxing authority.
9.1 A Client account will be opened for the Client and the Client will be given a link to its Client account and will be required to choose a password.
9.2 The Client will follow NotifyMe’s process and instructions in relation to setting up the Client account.
9.3 Failure to make payment within 30 days of the date of any invoice may result in deactivation or suspension of a Client account.
9.4 Once a Client account has a suspended status, access to the Database and other content is denied.
9.5 After 30 days’ suspension, the Client Account, the Database and all Client Data contained therein will, at NotifyMe’s discretion, be permanently deleted.
9.6 The Client must not permit and must report to NotifyMe, any attempt to obtain unauthorised access, through whatever means, to the Client account and/or the Database.
9.7 The Client must not use or permit the use of the Client account or the Database, to send unsolicited email or any material for marketing or publicity purposes or other illicit or illegal materials.
9.8 The Client must not post or write or permit the posting or writing of any infringing, defamatory, obscene or other unlawful information in the Database.
9.9. If you represent an organization and wish to use the Services for corporate, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to:
i) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and
ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if NotifyMe has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, NotifyMe may terminate your user account and refuse current or future use of any or all of the Services.
9.10 When you sign up for an account for your organization you are the owner of your account. You can add an additional person as owner and you may specify one or more administrators. The owner will manage the account based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account. You are responsible for:
i) ensuring confidentiality of your organization account password,
ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that NotifyMe is not responsible for account administration and internal management of the Services for you.
iv) You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to email@example.com, provided that the process is acceptable to NotifyMe.
11.1 Each Party represents and warrants that it:
(i) has full corporate power and authority to enter into this Terms of Service and to perform the obligations required hereunder;
(ii) the execution and performance of its obligations under this Terms of Service does not violate or conflict with the terms of any other Terms of Service to which it is a party and is in accordance with any applicable law; and
(iii) It shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Terms of Service.
11.2 NotifyMe warrants to the Client that:
(i) it has the right to licence the Software and Service to the Client; and
(ii) the Services shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice and that support shall be provided in accordance with the SLA.
11.3 No warranty is made regarding the results the Client can achieve from using the Site and Services or that Site and Services will operate uninterrupted or error-free.
11.4 The Client warrants that:
(i) it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Terms of Service;
(ii) its purchases are not contingent on the delivery of any future functionality or features by NotifyMe, or dependent on any oral or written public comments made by NotifyMe regarding future functionality or features. The Client acknowledges that the Service is sold “as is” and “as available”.
11.5 The Client acknowledges that any third-party content or information provided by NotifyMe via the Site or Service is provided “as is” and “as available”. NotifyMe provides no warranties in relation to such content or information and shall have no liability whatsoever to the Client for its use or reliance upon such content or information.
11.6 Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of satisfactory quality, fitness for purpose or non-infringement, to the maximum extent permitted by applicable law.
12.1 Each Party undertakes to comply with its obligations under relevant applicable data protection laws, principles and Terms of Services.
12.2 To the extent that NotifyMe processes any Personal Data (as defined in the DPA) contained in Client Data, on Your behalf, in the provision of the Service, the Parties acknowledge that NotifyMe is a data processor and the Client is a data controller and the Parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
12.3 If a third party alleges infringement of its data protection rights, NotifyMe shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
12.5 NotifyMe may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. NotifyMe makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
12.6 For the purposes of this Clause, DPA refers to Data Protection Act, 2018 as amended from time to time and any Act or legislation which replaces the same.
13.1 Subject to clauses 8 and 11, NotifyMe, its contractors, agents and service providers, will have direct access to and the right to access the data in the Client Account and the Database for support services until termination of the Service.
13.2 NotifyMe, its contractors, agents and service providers, have the right on reasonable notice in writing to the Client to temporarily and for no longer than reasonably necessary disable access to the Client account and the Database where there is a technical problem or for maintenance and upkeep reasons or where inappropriate or illegal material is entered into the database or in any other circumstances.
13.3 NotifyMe, its contractors, agents and service providers, will not be liable for any claims, demands or Losses arising from such access to or disabling of the Database or the Client account.
14.1 The Client acknowledges and accepts that its Client account and the Database are accessed through its internet service provider and are stored remotely on servers by NotifyMe or a service provider and therefore are subject to the Internet’s inherent risks including unauthorised invasion of privacy, unauthorised publication of information, fraud, and forgery. Although the security features adopted by NotifyMe and/or its service provider may reduce these risks, their elimination cannot be guaranteed. The Client acknowledges this risk and accepts that NotifyMe and/or its service providers cannot be liable for any claims, demands or Losses resulting from this risk.
14.2 It is the Client’s responsibility to ensure that the Client takes all reasonable steps to ensure that the Client’s computers and related systems which are used to access the Service are protected against the events listed above in clause 13.1. In particular, the Client and Users shall treat any identification, password or username or other security devices for use of the Site and Service with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to NotifyMe in writing.
14.3 Where there is an obligation upon the Client under law or any other regulatory requirement to maintain physical records of digital information entered onto the Database, it is the Client’s sole responsibility to keep back up records of such information and any documents uploaded into the Database.
14.4 The Client shall ensure that its network and systems comply with any specification provided by NotifyMe from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Client’s systems to NotifyMe’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the Internet.
15.1 On occasion, it will be necessary to take the Service offline for maintenance, updates, upgrading or other reasons. We will give advance electronic notice of when it is planned that the Service will be offline. All efforts will be made to schedule these activities for off-peak hours (with reference to GMT) but this may not always be possible.
15.2 The Client hereby consents to the installation of any new releases or upgrades to the Services that NotifyMe may provide. The Client hereby acknowledges that NotifyMe is under no obligation to provide any support services with respect to any previous versions or releases of the Software.
15.3 The Client agrees that NotifyMe cannot be responsible for any claims, demands or Losses resulting from any unavailability of the Service.
16.1 All fees and charges are non-refundable unless expressly stated or agreed otherwise in writing by NotifyMe. You may cancel your account at any time by submitting a request by e-mail to firstname.lastname@example.org; a 15-day notice is required to avoid charges beyond the current billing cycle. The Client account will remain active for this period after which all data may be permanently deleted. No Refunds or credits will be given for partial or unused months of service, for any account.
Cancellation of Services by the Client shall not alter the Client’s obligation to pay all charges due to.
16.2 NotifyMe will not retrieve data from cancelled accounts unless otherwise agreed in advance. All data present on the space made available by the Service may be deleted without any liability on the part of NotifyMe for the maintenance and/or saving of the same data. However, you may download such data at any time prior to cancellation following the procedures for data backup.
17.1 We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies.
17.2 You may terminate this Agreement at any time with notice to NotifyMe, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software.
17.3 We reserve the right to terminate your user account upon reasonable belief that you have violated the Terms and to terminate your access to any Service in case of unexpected technical issues or discontinuation of the Service.
17.4 You have the right to terminate your user account if NotifyMe breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user accounts such as your email address and password and deletion of all data in your user account.
17.5 In addition, we reserve the right to deactivate the account of a free user after a period of total inactivity of said account equal to or greater than six (6) months. However, you may reactivate your account within thirty (30) days of said suspension. In such an event, all data present on the space made available by the Service may be deleted without any liability on the part of NotifyMe for the maintenance and/or saving of the same data. You may download such data at any time prior to cancellation following the procedures for data download.
17.6 Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request.
18.1 On expiry or termination of this Terms of Service:
(i) all rights (if any) granted to the Client shall immediately terminate and revert to NotifyMe ;
(ii) the Client’s access to the Client account and the Database will be blocked;
(iii) upon expiry of the 30 day period set out in clause 16 (ii) above, the Client Account and the Database shall be deleted as set out in the Data Protection Authorities.
18.2 For the avoidance of doubt and as set out above, the Client will not receive or be entitled to a refund of any part of the Fees on the expiration or termination of the Service.
19.1 You agree to indemnify and hold harmless NotifyMe, its parent, subsidiaries, affiliates, officers, directors, stockholders, agents, attorneys, employees, partners, licensors and other representatives, from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of, or in connection with, (i) your Content,(ii) your use or access of the Service,(iii) your connection to the Service,(iv) your violation of the Terms of Service or applicable law,(v) your violation of any rights of another, and (vi) any taxes arising in connection with your purchase or use of the Service in any jurisdiction, domestic or otherwise, including, without limitation, sales and use tax.
19.2 NotifyMe shall have no obligations to the extent that a claim is based on:
(i) a modification of the Software or Service by anyone other than NotifyMe or its Affiliates;
(ii) the combination, operation or use of the Solution or Services with other services or software not provided by NotifyMe if such infringement would have been avoided in the absence of such combination, operation or use; or
(iii) the negligence or wilful misconduct of the Client.
20.1 YOU AGREE THAT NOTIFYME, AUTHORIZED PARTNERS OR REPRESENTATIVES SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF NOTIFYME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL NOTIFYME’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE LIMITED TO THE FEES PAID IN A 12 MONTHS PERIOD
21.1 The Client permits NotifyMe and its Affiliates to refer to it as our Client and the Client consents to the use and/or display of its trademark, logo, design, and/or business name on the NotifyMe and its Affiliates websites for this purpose and in marketing documentation published and/or distributed by NotifyMe and its Affiliates.
21.2 Neither party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of the other party in its sole discretion.
22.1 Except as otherwise specified in this Terms of Service, all notices related to this Terms of Service shall be in writing.
22.2 The Service may include certain communications from NotifyMe, such as email, notices posted on the websites or push notifications for the apps. Examples of these communications include i) welcome and engagement communications, ii) other user invitations to sign up for NotifyMe services, iii) service announcements, iv) administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you with total privacy, we also provide you with the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service communications and administrative messages.
23.1 NotifyMe have a community/forum linked to the website where registered users share information about the software
23.2 Using the NotifyMe Services, members can create Projects and Events related to ongoing Projects, Purchase Orders or supplies and then invite Members or Non-Members to take part in them by providing their email address. Members are responsible for ensuring that the people they invite, have a business relationship with them and have a business interest in these Projects or Events.
23.3 NotifyMe stores the email addresses that members provide so that the respondents may be added to the connection list of the members sending the invitations, and also to send reminders of the invitations. NotifyMe does not sell these email addresses or use them to send any other communication besides invitations and invitation reminders. Recipients of invitations from NotifyMe may contact NotifyMe to request the removal of their information from our database.
23.4 Please note that when you send an invitation to connect to another individual on our Service (a “connection”) or to join our Service to connect with you, or when you send a Message through NotifyMe messaging system to another individual on our Service, that person may have access to your email. After sending these invitations, we may also remind your invitees of your invitation on your behalf. Your NotifyMe connections may also have access to your email address.
24.1 This Terms of Service constitutes the entire Terms of Service and understanding between the Parties and supersede any and all prior Terms of Services, negotiations, representations of any kind, and proposals, written and oral between the Client and NotifyMe with regard to the subject matter hereof.
24.2 Notwithstanding the aforesaid, NotifyMe may change or modify the terms of this Terms of Service in order to comply with a change in applicable law, upon giving the Client 30 days’ notice via email. All changes shall be deemed to have been accepted by the Client unless the Client terminates the Terms of Service prior to the expiry of the 30 day period.
If any provision of this Terms of Service is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Terms of Service and the other provisions shall remain in full force and effect.
27.1 Each Party irrevocably agrees that this Terms of Service shall be governed by and construed in accordance with the laws of the United Kingdom without regard to choice or conflicts of law rules and that the courts of the United Kingdom shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Terms of Service or its subject matter or formation.
NotifyMe will store a limited amount of data per User, in accordance with the Subscription Licencing Plan you select. NotifyMe reserves the right to charge for additional storage or overage fees at the rates specified on our website.
29.1 Except as expressly set out in this Terms of Service, the Client shall not be entitled to give, sell, transfer, assign, let or otherwise dispose of any or all of its rights and obligations under this Terms of Service without the prior written consent of NotifyMe.
29.2 NotifyMe may at any time give, sell, transfer, assign, let or otherwise dispose of any or all of its rights and obligations under this Terms of Service.
29.3 Subject to the foregoing, this Terms of Service will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
Nothing contained in this Terms of Service is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
32.1 If we receive a complaint from any person against you with respect to your activities as part of the use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy NotifyMe in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to the disclosure of your name and contact information by NotifyMe to the complainant.
32.2 If you have any questions or concerns regarding this Agreement, please contact us at:
18 North Street, Glenrothes,
NotifyMe Italia Srl, Via Manzoni 37, 20900 Monza, Italy
We shall respond to all inquiries within 30 days of receipt upon ascertaining your identity.
Last updated October 2020