Subscription Billing Agreement for AIPRM
Latest update: September 26, 2023
The website and service located at www.aiprm.com, app.aiprm.com and other sub domains and the web browser extension “AIPRM” (the “Site”) and is a copyrighted work belonging to AIPRM, Corp. (“AIPRM”, “Service Provider”, “Company”, “us”, “our”, and “we”). Particular features of the service are offered via paid automatic subscription payments and this SaaS Billing Agreement.
For the purposes of this Agreement, the following terms have the meanings set forth below:
- “Service” means the software as a service (SaaS) provided by the Service Provider.
- “Customer” means the entity or individual that subscribes to the Service.
- “Agreement Term” means the period during which the Customer is authorized to use the Service.
- “Confidential Information” means any information or data that is disclosed by one party to the other party, and that is identified as confidential or would reasonably be considered confidential under the circumstances.
The Service Provider shall provide the Service to the Customer during the Agreement Term. The Service Provider shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for scheduled maintenance, which shall be communicated in advance.
The Service Provider shall provide the Service in accordance with applicable laws and regulations, including, but not limited to, the Local and Worldwide Data Protection Laws.
The Service Provider reserves the right to modify or discontinue the Service, or any portion of the Service, at any time without notice. The Service Provider shall not be liable to the Customer or any third party for any modification, suspension, or discontinuance of the Service.
The Customer shall pay the Service Provider the fees specified in the invoice provided by the Service Provider. The fees are due and payable upon receipt of the invoice.
The Service period for a subscription shall be either 1 month or 12 months. The Customer may select the desired Service period at the time of purchase.
The Service Provider reserves the right to suspend the Service if the fees are not paid on time. The Service Provider shall not be liable to the Customer or any third party for any suspension of the Service.
The fees paid by the Customer are non-refundable. The Service Provider does not offer any refunds or credits for any partial months of Service or for any unused portion of the Agreement Term.
4. Automatic Renewal and Recurring Charges
This Agreement shall automatically renew for successive Service periods, each of which shall have the same duration as the initial Service period, unless the Customer cancels the Service before the end of the Agreement Term.
The Service Provider reserves the right to change the fees at the beginning of each renewal term upon notice to the Customer.
The Customer will not receive any notice of auto-renewal at any time. All subscription plans use recurring billing. The Customer will automatically be invoiced and charged the subscription fee for the subsequent period until canceled according to these terms.
The Customer is obliged to solve all problems that lead to payment defaults within 48 hours. Failed debit attempts of a new payment, e.g.: by an expired credit card, do not release the Customer from the obligation to pay.
The fees due specified by this Agreement, Pricing Plans and the Order forms are indexed and will increase with The European Union Consumer Price Index (CPI) + 5% on a calendar year basis upon the next automatic renewal and charge.
5. Customer’s Responsibility to Cancel
The Customer is responsible for canceling the Service before the end of the Service period. The Customer may cancel the Service by using the provided cancellation methods in the Billing Portal provided and operated by Stripe and accessible anytime using the “Manage” link on the “Billing” page.
No cancellation will be accepted via email, phone, or other means outside of the app. No cancellation will be performed by the Service Provider on behalf of the Customer in the Billing Portal of Service provided and operated by Stripe. Only authorized users are able and allowed to cancel the subscription. By entering into this Agreement, the Customer accepts all responsibility for all recurring charges prior to cancellation in the Billing Portal provided and operated by Stripe.
6. No Refunds
The Provider is not obligated to provide the Customer a refund at any time. If the Customer chooses to cancel the Customer account during the Subscription Period, Customer will not be refunded in whole or in part. If the Customer chooses to downgrade Customer plan level during the Subscription Period, Customer may be entitled to pay a lower amount upon renewal, but the Customer is not entitled to a refund at any time.
By purchasing the Service the Customer explicitly consents to the immediate performance of this contract and acknowledges that they will lose the right to withdraw from the contract once the access to the software or service has been granted. You, the Customer, understand and agree that once you have been granted access to the Service, the Service will be considered fully performed, and you will not be able to exercise your right to withdraw or request a refund under the 14-day withdrawal period as per EU consumer protection regulations or similar regulations in other jurisdictions. Access to the Service will be granted immediately upon payment of the Service fee or reneweal fee by provisioning of all data and quota to the Customer immediately. The Customer can decide to consume the provisioned data and quota at any time. The Customer is not entitled to a refund for any unused data or quota.
In the event that the Provider is compelled by legal reasons or a credit card charge back to return funds, the Provider reserves the right to terminate all business relations with the Customer. In such a scenario, the Provider will also delete all data associated with the Customer and will not enter into any future relationships with the Customer.
7. Multiple Subscriptions and User Licenses
The Customer may have multiple parallel subscriptions. It is the sole responsibility of the Customer to manage these subscriptions, including canceling them before renewal. The Service Provider shall not be liable for any charges incurred due to the Customer’s failure to cancel a subscription before renewal.
The Customer may have multiple user licenses with their subscriptions. It is the sole responsibility of the Customer to manage these licenses, and they are deemed active and usable upon purchase. The Customer expressly acknowledges and agrees that once user licenses are purchased, they cannot assert any claim that such licenses are unusable, defective, or unsatisfactory in any manner. Accordingly, the Customer is not entitled to seek a partial or full refund or credit for these user licenses under any circumstances.
The Service fee is the net fee excluding additional applicable local taxes, such as sales tax or EU VAT. The Service Provider reserves the right to change the fees at any time upon notice to the Customer.
The Customer accepts the responsibility to pay any applicable taxes, and if exempt from such taxes, to recover them from local tax authorities. The Customer shall provide evidence of exemption to the Service Provider, if applicable, before the Service Provider delivers the Service.
The EU reverse charge mechanism that requires business to identify as businesses is not implemented or supported due to the highly automated nature of the service. EU business entities purchasing the Service will be charged their local VAT like consumers and can recover the collected taxes from their local tax authorities based on the VAT invoices issued by the Service Provider.
9. Intellectual Property
The Service Provider shall retain all right, title, and interest in and to the Service, including all intellectual property rights. The Customer shall not acquire any rights in the Service except as expressly set forth in this Agreement.
The Customer shall not reverse engineer, decompile, or disassemble the Service, or otherwise attempt to discover the source code or underlying algorithms of the Service.
10. Confidentiality, Data Protection and Security
The Service Provider shall comply with all applicable laws and regulations regarding data protection and security. The Service Provider shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the processing of the Customer’s data.
The Customer shall comply with all applicable laws and regulations regarding data protection and security. The Customer shall ensure that all authorized users of the Service comply with these requirements. The Customer shall be responsible for any unauthorized access or use of the Service.
Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.
The Customer shall indemnify and hold the Service Provider and its affiliates and their respective directors, officers, employees, and agents harmless from and against any and all claims, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the Customer’s use of the Service, any breach by the Customer of this Agreement, or any violation by the Customer of any law or regulation.
13. Limitation of Liability
The Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or use, arising out of or in connection with this Agreement or the Service, even if the Service Provider has been advised of the possibility of such damages.
The Service Provider’s aggregate liability for any and all claims arising out of or in connection with this Agreement or the Service, regardless of the form of action giving rise to such liability (whether in contract, tort, or otherwise), shall be limited to the fees paid by the Customer to the Service Provider under this Agreement for the twelve (12) months preceding the event giving rise to such liability.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws State of Delaware located, without regard to its conflict of law principles. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the State or Federal Courts located in the State of Delaware.
15. Entire Agreement