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FalconSnap Terms and Conditions

Last updated: 10/3/2024

 

Please read the terms and conditions carefully before using the https://app.falconsnap.com website or related FalconSnap branded services (the “Service”). This document (“Contract” or “Terms”) constitutes a legal agreement that governs your access to, and use of, the Service. This Contract is between Imagi-tech (“us”, “we”, or “our”) and you, either individually or on behalf of your employer or any other entity which you represent, or for whom you are an authorized agent (“you” or “your”).

Your access to and use of the Service are conditioned on your acceptance of and compliance with this Contract. This Contract applies to all users who access or use the Service. By accessing, using, or paying for the Service you agree to be bound by this Contract. If you disagree with any part of the Contact, then you may not access the Service.

Our Service

FalconSnap is a cloud-based project management and information organization platform, inclusive of any and all functionalities, application programming interface, and tools offered as part of the FalconSnap platform, offered via the site.

Use of the FalconSnap service requires payment before you can access the Service. We reserve the right to modify, terminate, or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with this Contract.

By purchasing FalconSnap, an Account will be opened with our Service. An Account constitutes an instance of the program with its own dedicated database to store data attached to a single company, organization, or group. This Account shall remain open so long as a single Seat is paid for and remains under the Account’s subscription. A Seat is a redeemable license for a single user to access the Service under an Account. A Seat is the only method of adding Users to an Account and may only be in use to redeem a single User’s access at a time. If a User is removed from your account, the Seat opens up to now be redeemed for a new user to be added to the Account. Should the subscription of all Seats under and account be canceled, the Account will be closed out during what would have been the following payment period.

Rights of FalconSnap

The FalconSnap Service is the sole and exclusive property of Imagi-tech. Your use of the Service is subject to the terms and conditions of this Contract, and given your compliance therein, we grant you limited, non-exclusive, non-transferable and revocable permission to make use of the Service.

Any right not expressly stated in this Contract is reserved by FalconSnap and Imagi-tech.

User Guidelines & Restrictions

These guidelines set forth the prohibited uses of FalconSnap. Use of the Service in a prohibited manner will result in suspension or cancellation of service without warning and without refund. We have the sole and exclusive right to determine whether any user activity constitutes a prohibited use hereunder.

By use of the Service, you hereby acknowledge and agree to not use the Service in any manner that is prohibited by this Contract. The following actions with respect to the Service are prohibited uses:

  • Copying, redistributing, reproducing, transferring, or modifying any part of the FalconSnap Service, or otherwise making any use of the Service which is not expressly permitted under the Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) of the Service or any part of it;
  • Reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Service or any part thereof except to the extent permitted by applicable law;
  • Selling, renting, sublicensing or leasing of any part of the Service;
  • Circumventing any territorial restrictions applied by the Service;
  • Providing your password to any other person or using any other person’s username and password;
  • “Crawling” the Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access or collect information from or about the Service;
  • Uploading content that includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  • Using the Service for any purpose (including posting and viewing content) that is not permitted under the laws of the jurisdiction where you use the Service.
  • Interfering with the Service, or using it in any way that disrupts, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Imagi-tech, LLC’s computer systems, network, usage rules, or any of Imagi-tech, LLC’s security components, authentication measures or any other protection measures applicable to the Service or any part thereof; or
  • conflicts with the Terms, as determined by us in our sole and exclusive discretion.

Payment

Payment shall be made to Imagi-tech, LLC in the total amount on initial order and execution of this document.

Payments are non-refundable unless Imagi-tech has materially breached this agreement and has failed to cure the breach after 30 days written notice.

Renewal & Cancellation

Your payment to FalconSnap will automatically renew at the end of the applicable subscription period unless you cancel your subscription before the end of the then current subscription period. You hereby authorize us, either directly or through our payment processing service, to charge the subscription fee attached to each individual Seat connected to your Account, upon due date. Unless set forth herein, subscription fees on non-cancelable and non-refundable.

If at any time you wish to cancel your service with us, contact us at [email protected]. Overage charges will be billed on a monthly basis. If you cancel your account with the Service, you will still owe any overage charges accrued during your final month of usage.

If your bill is not paid by its due date, then the Services for that billing period will be suspended or cancelled, at our discretion. If a bill including overage charges is not paid by its due date, it will incur a late fee at the rate of 1% per month, plus any attorney’s fees and expenses we incur in collection of any unpaid bill. You acknowledge and accept that any overage charges on a bill are due despite suspension or cancellation of services for any reason.

Refunds

If you cancel your account with us, you are not entitled to a refund for any reason for the period of time paid for that you have elected to not use the service. You will remain responsible for any overage fees incurred during your final usage period and will still owe those when billed and agree to pay these overage fees on time or face overdue charges.

You will also not be refunded for parts of the service that go unused (having open seats without assigned users).

A refund will only be issued if we have breached this Contract and have failed to correct the breach within 30 days following notification from yourself in writing or a refund is required by law.

Non Payment

Imagi-tech, LLC reserves the right, without liability, to remove software, content and web material if outstanding balances are not paid. All funds must be made payable to Imagi-tech, LLC.

Currency

Except as otherwise provided in this Contract, all monetary amounts referred to in this Contract are in United States dollars.

Response Time

Due to the nature of the business model, Imagi-tech, LLC is not set up to support on call services. Within the duration of this contract Imagi-tech, LLC will make every effort to reply to inquiries within 24 hours except where the Client has been previously notified of a period of limited availability. Imagi-tech, LLC will respond in good faith but cannot guarantee any specific action within a given time frame.

Governing Law

This Contract and any action related thereto are subject to the laws of the state of Ohio, United States of America, without regard to choice or conflicts of law principles. Further, you and Imagi-tech, LLC agree that the Court of Common Pleas of Washington County, Ohio, shall be the sole and exclusive venue in which any claim or action may be filed or prosecuted with respect to any dispute, claim, or controversy that relates to or arises in connection with the Terms or your contract (or non-contractual disputes/claims relating to or arising in connection to them).

Waiver of Contractual Right

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

Attorney’s Fees and Collection Costs

If there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.

Construction and Interpretation

The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

Term

This Contract shall start immediately following acceptance and down payment. This Contract is valid for twelve months after the date in which it was signed, upon which point it expires and will renew automatically.

Intellectual Property & License

All FalconSnap trademarks, service marks, trade names, logos, domain names, computer code (including source code or object code), and any other feature of the FalconSnap service, (“Materials”), are the sole and exclusive property of us. Except when given express authorization, you may not use our Materials for personal, commercial, or other uses. We reserve all rights to the Materials not expressly granted in this Contract or your contract.

Imagi-tech has the right to use your name and logo to identify you as a client of Imagi-tech as well as share details regarding the work performed during Services in a case study about this Contract. We also reserve the right to append credit to ourselves on work we’ve completed for you, including but not limited to applications and websites. We may append this credit with no prior notice or warning. You may revoke our right to identify you as a client and to credit ourselves at any time by contacting Brian Honey by phone at (800) 304-1626 ext. 103 or by email at [email protected]. If you revoke our right to identify you or to credit ourselves, this does not make us retroactively accountable for materials out of our hands, such as already distributed marketing materials.

Provisions of Intellectual Property and License will remain in effect after the termination of the Contract.

Materials

All trademarks, service marks, trade names, logos, domain names, computer code, imagery, Materials, proprietary systems or any other feature of your business (“Materials”) provided to FalconSnap and Imagi-tech over the course of the Contract are your sole and exclusive property. Imagi-tech does not claim ownership of any of your Materials and only reserves rights dictated herein.

The Materials that Users of an Account enter are private and only viewable to other users of the same Account. Materials created by you will never be available to another Account. We will only access your Materials as needed to provide support, troubleshoot, or assist a User as requested through support venues. The Materials you add into the Service do not belong to the Service and we will not appropriate your Materials for any reason, except as outlined herein and in the FalconSnap Privacy Policy.

If you are found to be in violation of any Terms of the Service, your Materials may become evidence of misconduct in a legal environment and we reserve the right to suspend your access to and preserve this data for use in any legal or required by law in any way.

We are not responsible for what users on your account upload as Materials and cannot be held legally responsible for your Materials and what they may contain. We reserve the right to audit your Materials to ensure that your Materials is abiding by all conditions laid out in this Contract.

You are solely responsible for all Materials on your Account with the Service. FalconSnap is not responsible for your Materials. You agree that if anyone brings a claim against FalconSnap related to your Materials, then, to the extent permissible under local law, you will indemnify and hold FalconSnap harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of such claim.

Limitation of Liability

You own all intellectual property in the Materials you contribute to your account. All Materials you upload will be accessible to other users on your account. You will not hold FalconSnap and/or Imagi-tech, LLC liable or responsible for your Materials in any way, and, in addition to other provisions in this Contract with respect to indemnity, and not in replacement thereof, you hereby agree to indemnify and defend us from and of any and all claims of any sort or nature, made by any person or entity with respect to Materials you upload, which indemnity and defense shall include, but not be limited to, attorney’s fees and costs, unless any such claim proximately results from the sole gross negligence or intentional conduct of us, or either of us.

In no event shall either party be liable under, or otherwise in connection with this Contract for (i) any indirect, exemplary, special, consequential, incidental, or punitive damages; (ii) any loss of profits, costs, or anticipated savings; (iii) any loss of, or damage to, data, use, business, reputation, revenue, or goodwill; and/or (iv) the failure of security measures and protections, whether in contract, tort, or any other theory of liability or otherwise, and whether or not such party has been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by us.

We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

The Service may also contain links to other websites that are owned and controlled by us. When you navigate to another website from a link on the Service and you land at another site belonging to us, you will then be governed under the Terms of Service and Privacy Policy of that site. The Terms and Privacy Policy for FalconSnap do not apply to any other sites and are superseded by the individual Terms of Service and Privacy Policies of those sites instead. You acknowledge and accept any changes of policy when visiting a site other than FalconSnap that is still owned and operated by us.

Ownership

Imagi-tech, LLC may use files that are partially based on a non-exclusive code base created and maintained by Imagi-tech, LLC and in some cases existing code was used to help create the Service. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Services. In addition, the Finished Services{s) may depend on code, objects, and other third party utilities that are the property of their respective owners. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets.

Suspension and Termination of Service

If you are, at any point in time, found to be in violation of this Contract, we reserve the right to suspend or terminate your access and Account without advance notification to you, at our sole discretion.

You may, at any time, contact us at [email protected] to cancel your account with FalconSnap. Once your account is cancelled, your data will only be kept as long as necessary for legitimate and essential business purposes. All Content will be disposed of following your cancellation and will be non-recoverable. You may request that we provide a copy of your data to you in [email protected] format. If you terminate your account with the Service in the middle of a billing cycle, you will not receive a refund for any period of time you did not use the Service during that billing cycle. A refund will only be issued if we have breached this Contract and have failed to correct the breach within 30 calendar days following notification from yourself in writing or a refund is required by law.

Warranty

The sites and the Service are provided on an “as is”, “with all faults”, and “as available” basis, and without warranties of any kind. We hereby disclaim any and all representations and warranties of any kind, including without limitation warranties and/or representations of merchantability, functionality, title, fitness for a particular purpose and non-infringement, whether express, implied, or statutory.

We do not warrant, and expressly disclaim any warranty or representation, including the access thereto and use thereof, will be uninterrupted, timely, secured, error free, that data won’t be lost, that defects will be corrected, or that the sites and/or service are free from viruses or other harmful code. We further disclaim any and all liability or responsibility for delays, failures, interception, altercation, loss, or other damages you and/or your data may suffer, that are beyond our control.

Except as expressly set forth herein, we do not warrant, and expressly disclaim any warranty or representation that our service (or any portion therein) is complete, accurate, of any certain quality, reliable, suitable for, or compatible with any of your contemplated activities, devices, operation systems, browsers, software or tools, (or that it will remain as such at any time) or comply with any of the laws applicable to you. We further express that we do not warrant, and expressly disclaim any warranty or representation, regarding any content, information, reports or results that you obtain through the Service and/or the site.

No action, regardless of form, arising out of this Contract may be brought by Client more than three (3) months after the cause of action has arisen. Provision of warranty will remain in effect after the termination of the Contract.

Internet Service

Imagi-tech, LLC does not guarantee that the Service will not be uninterrupted or error free. In no event will Imagi-tech, LLC be liable to Client or any third party for any damages, including, but not limited to service interruptions, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of operation of or inability to operate this website, failure of any service provider, or any internet servers, you or your site visitor’s computer or internet software.

No Waiver

No course of conduct, however persistent, shall be effective to modify the terms and conditions of the agreement, and a failure on our part to exercise any of our rights with respect to any default shall not excuse that or any other default of the same or any other term or condition hereof.

Severability

Whenever possible, each provision of this agreement shall be applied in such manner as to be effective and valid under applicable law, but if any provision of this agreement or the application of any such provision is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the provisions of this agreement remain in full force and effect and are in no way affected, impaired or invalidated, and shall be applied and effective as written.

Indemnification

You agree to indemnify, defend, and hold us, and each of us, harmless from and against all claims, damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (i) your breach of the Terms or your contract; (ii) any Content you post or otherwise contribute; (iii) any activity in which you engage on or through the Service; and (iv) your violation of any law. In the event any claim is filed where we are, or either of us is, named as a party thereto, we reserve the right to assume control of our defense in connection therewith, but your indemnity of us hereunder shall continue regardless.

Default

The occurrence of any of the following shall constitute a material default under this Contract:

  • The failure to make a required payment when due;
  • The insolvency or bankruptcy of either party;
  • The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency; or
  • The failure to make available or deliver the Services in the time and manner provided for in this Contract.

Remedies

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract, the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

Force Majeure

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party who is unable to carry out its obligations and gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party or its employees, officers, agents, or affiliates.

Dispute Resolution

The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the Alternative Dispute Resolution (ADR) procedure below.

Any controversies or disputes arising out of or relating to this Contract will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

Privacy of Information

Imagi-tech may frequently come into contact with sensitive company- or personally owned information. This information may need to be shared with third parties to deliver the expected Services. Your information will only every be shared to the extent that is required for us to execute the expected Services in this Contract. You may at any time request details on how your information has been used to render Services.

Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. In some cases, we will notify you in advance through a visible onsite notification, as appropriate under the circumstances.

If a revision is material, we will try to provide at least 7 calendar days’ notice prior to any new terms taking effect, except in exigent circumstances. What constitutes a material change or an exigent circumstance will be determined at our sole discretion. Notification of changes will be issued through an onsite notification.

Your continued use of the service after any such change constitutes as your agreement and acceptance of those changes. If, at any time, you do not wish to use the Service under the new Terms, you may terminate your account by contacting us.

Contact Us

If you have any questions about these Terms, please contact us at [email protected].