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If you are using the Services on behalf of an organization, you are agreeing to the Agreement on behalf of that organization and representing that you have the authority to bind that organization to the Agreement. In that case, “you” and “your” will refer to that organization, while Crono refers to Crono SaaS Ltd having its registered address in 2nd Floor 168 Shoreditch High Street, E1 6RA, London, United Kingdom and company number 14261927.
You and Crono are each a “Party” and jointly “Parties” to the Agreement.
You acknowledge that the Services will continue to evolve as we refine features and functionality, we retain the right to amend the Services from time to time, providing you notice of such amendment.
Crono does not provide dedicated email accounts; to use our Services, you must link at least one of your email accounts to your Crono account. However, you may link no more email accounts than the total number of your authorized users, defined herein as an employee, contractor, or agent of yours who is authorized to use Crono Services and who has access to Crono Services via a unique username and password under your account with Crono (“Your Authorized Users”).
By using our Services, you are granting us permission to create an updated version of your address book and email for you to access in Crono.
Leveraging the Services You will also have the option to import and update versions of your activities, contacts, call history, and you can later choose to modify any information or provide comments through Crono.
It remains understood that You retain full ownership of all of the address books, emails, calendars, contacts, call history, activities and information you upload or otherwise provide to Crono (“Your Data”). We do not, and we will never claim any ownership over any of Your Data.
You acknowledge that Crono has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.
Crono will implement appropriate technical and organizational measures designed to protect Your Data in accordance with the from time to time applicable data protection laws, which mean the relevant data protection and data privacy laws, rules and regulations to which your personal data are subject. To the extent that Crono may process Your Data on your behalf that includes personal data pursuant to the Agreement, each Party will comply with the obligations set forth in this Data Processing Agreement, which is incorporated by reference into these Terms.
Crono obligations toward you!
We want to do our very best to make sure things will work between us. To this end, we strongly commit to:
Respect Deliverables: subject to these Terms, including the payment of all applicable fees as set forth below, we shall provide to you the Services in accordance with the SLA. We will use the best of our abilities to do so.
Data Protection: we will always protect Your Data and content transmitted by your user. We will not use or process content or data without your prior consent for any purpose other than the Services and fulfilling our legal obligations under these Terms. Our protection will include measures to prevent unauthorized access, use, modification, deletion and disclosure of content or data by our personnel.
Keep our Services Available: we will use commercially reasonable efforts to maintain all licenses, consents, and permissions necessary for keeping our Services available and for the performance of our obligations hereunder.
Your obligations toward us!
As in all relationships that work, both Parties shall bear obligations and responsibilities, please find your obligations toward Crono set out below:
Cooperation: You will work collaboratively with Crono to resolve any potential pending issues or when additional information is needed for the development of our Services.
Comply with Laws: You will comply with all applicable laws and regulations in the performance of Your obligations hereunder.
Your Data Your Responsibility: You, and not Crono, are responsible for maintaining and protecting all of Your Data. Crono will not be liable for any loss or corruption of Your Data, or for any costs or expenses associated with backing-up or restoring any of Your Data.
Hence, we ask you to promptly notify Crono regarding any of Your Data that engages in activity that is (or could be) (i) illegal, fraudulent, malicious, or violates any rights of any third party or these Terms and may (ii) infringe, violate, or misappropriate any legitimate right of any third party, including any intellectual property/proprietary right, or (iii) cause Crono to violate any law or regulation.
Some parts of our Services may require you to download a client software package (“Software“). Subject to your compliance with the Agreement, Crono hereby grants you a limited, nonexclusive, nontransferable, non sublicensable, revocable license to use the Software, solely and exclusively to access the Services. This license will be automatically revoked if you violate the Agreement. We reserve all rights not explicitly granted in the Agreement. You must not attempt to reverse engineer the Software or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for interoperability in the European Union to the extent European Union law forbids such a restriction. The Services may automatically update the Software on your device when a new version becomes available.
As compensation for the Services under these Terms, You shall pay to Crono the amounts set forth in the Order, and You shall pay to Crono any applicable fees as per your ordered Service.
Crono reserves the right to determine pricing for the Service. We may increase or add new fees for any existing Service or Service feature by giving you advance notice of changes before they apply.
Confidential Information means any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities, including any unannounced products and services, any information relating to Services, inventions, processes, plans, financial information, data, revenue, transaction volume, forecasts, projections, under these Terms. Notwithstanding the foregoing, Confidential Information shall not include information if: (i) it was already known to the receiving party prior to the effective date of these Terms, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of these Terms or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the confidential information; (iv) it has been approved for release by written authorization of the owner of the confidential information; or, (v) it has been independently developed by a party without access to or use of the confidential information of the other party.
Each Party acknowledges and agrees that, from time to time, it may receive confidential information from the other party. The party that receives confidential information (the Receiving Party) hereby agrees (i) to hold the other Party’s (the Disclosing Party) Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person; (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, (iv) not to copy or reverse engineer any such Confidential Information, and (v) that any employee, subcontractor, or agent given access to any such Confidential Information must have a legitimate need to know and shall be bound in writing to comply with confidentiality obligations at least as restrictive as the Receiving Party’s confidentiality obligations in these Terms.
While we appreciate it when users send us feedback, comments, and/or suggestions about our Services (“Feedback”), please be aware that we (or others we authorize) may use in any manner any feedback, comments, or suggestions you post in our forums or otherwise provide without any obligation to you. You agree that we (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any Feedback you post in our forums or otherwise provide to us about our Services without any obligation to You, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party.
As consideration for the performance of the obligations under this Agreement and for access and use of the Services, you agree to pay Crono the fees indicated in the Order which will be due and payable upon commencement of the Services (“Service Fees”).
You acknowledge that each invoice shall be settled within 30 (thirty) days from the day of receipt. If an invoice is overdue to Crono for more than 15 (fifteen) days, Cronpo shall have the right to apply legal interests on the outstanding amount. If an invoice is overdue to Crono for more than 45 (fortyfive) days, Crono shall have the right to suspend or terminate access to the Services by you or your Authorized Users.
You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. Crono will pay all taxes on its income and all taxes and insurance associated with its personnel.
After the Initial Term (as defined below), the Service Fees are subject to change and may be changed upon notice to you at least sixty (60) days prior to the start of any Renewal Term (as defined below).
The Agreement shall begin on the effective date as specified in your Order (“Order Effective Date”) and shall continue as specified in your Order (the “Initial Term”), automatically renewing thereafter for successive periods of twelve months each (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated. We reserve the right to suspend or terminate the Services in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your use if you are not complying with the Agreement, or if you use the Services in any way that may cause us legal liability or disrupt others’ use of the Services or damage to Crono business or reputation, or for any other reason. If Crono suspends or terminates your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating the Agreement, a court order, or danger to other users) where we may suspend or terminate the Services immediately. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to Your Data that is stored with the Service. Either Party may terminate the auto renewal of the Agreement and/or the auto renewal of any Order upon written notice to the other Party, which notice is given at least sixty (60) days prior to the end of the applicable then-current Initial Term or Renewal Term, as the case may be.
Crono warrants that:; (i) it will provide the Services in a professional manner, consistent with recognized industry security standards and good commercial practices; (ii) it will comply with all applicable law, and be duly licensed and otherwise authorized to provide the Services; and (iii) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.
Customer warrants that it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.
The Services are provided “as is,” with no warranties whatsoever; Crono expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranty of merchantability and fitness for a particular purpose.
Your indemnity to us: You will defend and hold us and our affiliates, employees, officers, directors, agents, successors and assigns, harmless at your own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Your Data; (ii) your violation of any third party rights (including third party intellectual property rights or privacy rights); (iii) your use of the Services in any way contrary to the Agreement; and (iv) any software or product you develop in connection with your use of the Services, including a claim that such software or product infringes or threatens to infringe any intellectual property rights of any person.
Our indemnity to you: We will defend and hold you and your employees, officers, directors, agents, successors and assigns, harmless at our own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with any third party claims that the Services infringe or misappropriate the intellectual property rights of a third party.
In no event will Crono be liable under any contract, breach of statutory duty or negligence or other legal theory for any direct, indirect or consequential damages such as but not limited to: (i) loss of revenues, (ii) costs of delay, (iii) cost of lost or damaged data or documentation etc.
In any case, Crono’s total aggregate liability, arising in connection with the performance of its obligations under these Terms, shall be limited to the total charges you pay to Crono during the first 6 (six) months starting from the date on which you started using our Services.
Some states do not allow the types of limitations in this paragraph, so they may not apply to you. IN THOSE JURISDICTIONS, CRONO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
The failure of either party to enforce or insist on strict performance of any covenant or obligation under these Terms, regardless of the length of time for which such failure continues, shall not be deemed as a waiver of that or any other provision of these Terms.
If for any reason, a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision of these Terms shall be enforced to the maximum extent permissible so as to affect the intent of the Parties and the remainder of these Terms shall continue in full force and effect.
If there is any inconsistency between the provisions of this T&C or the Data Processing Agreement and the provisions of the Order, the provisions of the Order shall always prevail.
All notices given in connection with these Terms shall be in writing. In case of any questions, advice or checking in do not hesitate to contact us at the following email address: firstname.lastname@example.org
Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the UK Law.
Each Party irrevocably agrees that the courts of London shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation, including non-contractual disputes or claims.
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