Terms of Use

Last updated: January 1, 2019

Thank you for using Alluxo’s products and services (“Services”). These Terms of Use (“Terms”) have the terms relating to how Alluxo and its affiliates provide their Services to you and describe how the Services may be accessed and used.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

Please carefully read these Terms. By registering for, accessing, browsing, and/or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Fees and Payments

1.1. Fees for Services.You agree to pay to Alluxo any fees for each Service you purchase, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are nonrefundable, except as provided in these Terms or when required by law.
1.2. Subscriptions.Some of our Services are billed on a subscription basis (a “Subscription”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “Billing Cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription.Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page or by contacting support@alluxo.com.We hope you enjoy our service, but you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew. Please cancel your auto-renew subscription at least three (3) business days before the end of the billing cycle so we have time to adequately process your request.
1.3. Taxes.Unless otherwise stated, you are responsible for any taxes (other than Alluxo’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Alluxo for the Services without any reduction for Taxes. If Alluxo is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Alluxo with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to Alluxo, you must provide Alluxo with an official tax receipt or other appropriate documentation to support such payments.
1.4. Price Changes.Alluxo may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Alluxo will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
1.5. Overage Fees.Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.

2. Privacy

2.1. Privacy. Alluxo deeply cares about your privacy. In the course of using the Services, you may submit content to Alluxo (including your personal data and the personal data of others) or third parties may submit content to you through the Services (your “Content”). We understand that providing us with your Content, you are trusting us to treat it appropriately.
Alluxo’s Privacy Policy(“Privacy Policy”) details how we treat your Content and personal data and we agree to adhere to the policies outlined therein. You in turn agree that Alluxo may use and share your Content in accordance with our Privacy Policy.
2.2. Confidentiality. Alluxo will treat your Content as confidential information and only use and disclose it in accordance with these Terms and our Privacy Policy. However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Alluxo); (b) was lawfully known to Alluxo before receiving it from you; (c) is received by Alluxo from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Alluxo without reference to your Content. Alluxo may disclose your Content when required by law or legal process, but only after Alluxo, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
2.3. Security. Alluxo will store and process your Content in a manner consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

3. Your Content

3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. Alluxo does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.2. Limited License to Your Content. You grant Alluxo a worldwide, royalty-free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by Alluxo’s Privacy Policy. This license for such limited purposes continues even after you stop using our Services with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Alluxo’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Alluxo with feedback about the Services, we may use your feedback without any obligation to you.
3.3. Customer Lists. Alluxo may identify you (by name and logo) as a Alluxo customer on Alluxo’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
3.4. Copyright Claims (DCMA Notices). Alluxo Inc. responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify Alluxo’s agent for claims of copyright infringement by contacting legal@alluxo.com.
3.5. Other IP Claims. Alluxo respects the intellectual property rights of others, and we expect our users to do the same. If you believe an Alluxo user is infringing upon your intellectual property rights, you may also notify us by contacting legal@alluxo.com. Claims of copyright infringement should follow the DMCA process outlined in these Terms or any equivalent process available under local law.

4. Alluxo IP

4.1. Alluxo IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content).

5. User Content

5.1. User Content. The Services display content provided by others that is not owned by Alluxo. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Alluxo is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, Alluxo may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Alluxo otherwise has no obligation to monitor or review any content submitted to the Services.
5.3. Third Party Resources. Alluxo may publish links in its Services to internet websites maintained by third parties. Alluxo does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

6. Account Management

6.1. Keep Your Password Secure. If you have been issued an account by Alluxo in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Alluxo, are responsible for any activity occurring in your account (other than activity that Alluxo is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, please notify Alluxo immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate. Alluxo occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Alluxo will not be liable for any failure to store, or for loss or corruption of, your Content.
6.4. Account Inactivity. Alluxo may terminate your account and delete any content contained in it if there is no account activity (such as a login event or payment) for 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.

7. Mobile App

7.1. Alluxo Mobile App. You may access the Services via a mobile device (“Mobile App”). To use the Mobile App, you must have a compatible mobile device. We do not guarantee that the Mobile App will be, or will continue to be, compatible with your mobile device.
You are hereby granted a non-exclusive, non-transferable, revocable license to use the Mobile App for its intended purposes. You may not modify, disassemble, decompile, or reverse engineer the Mobile App.
7.2. Mobile App Availability. The Mobile App works on different operating systems, such as the Apple iOS operating system, and may be available from different application stores, such as the Apple App Store. Your use of the Services may be subject to separate agreements you may enter into with your mobile device operating system provider, your mobile device manufacturer, your mobile service carrier, or other third-parties, which we collectively refer to as “Covered Third Parties”. You agree to comply with all applicable third-party terms of agreement while using the Services.
You agree that this agreement is between you and Alluxo, not with any Covered Third Party. You acknowledge that we are solely responsible for the Services and for providing support for the Services.
Covered Third Parties have no warranty obligations whatsoever with respect to the Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Services to conform to any warranty provided by us, if any, will be our sole responsibility.
If you are using the Services on an Apple device, you acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating system providers which participate in the Services.

8. User Requirements

8.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with Alluxo. None of the Services are intended for use by individuals less than 13 years old. If you are under 13 years old or do not have the power to form a contract with Alluxo, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms. You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
8.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Alluxo. You will ensure that: (a) your end users do not use the Services in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Services to persons or entities on any of the foregoing lists.

9. Acceptable Uses

9.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.
9.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:

a. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.

b. You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

c. You may not circumvent or attempt to circumvent any limitations that Alluxo imposes on your account.

d. Unless authorized by Alluxo in writing, you may not probe, scan, or test the vulnerability of any Alluxo system or network.

e. Unless authorized by Alluxo in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.

f. Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.

g. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

h. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, stability, availability, or functionality of the Services for other users. Alluxo will attempt to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Alluxo.

i. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.

j. Unless authorized by Alluxo in writing, you may not resell or lease the Services.

k. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Alluxo has agreed with you otherwise. You may not use the Services in a way that would subject Alluxo to those industry-specific regulations without obtaining Alluxo’s prior written agreement.

10. Suspension and Termination of Services

10.1. By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
10.2. By Alluxo. Alluxo may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Alluxo may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Alluxo may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Alluxo has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Alluxo may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Alluxo may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Alluxo may decide that we need to take immediate action without notice. Alluxo will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Alluxo has no obligation to retain your Content upon termination of the applicable Service.

11. Changes and Updates

11.1. Changes to Terms. Alluxo may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Alluxo website. If an amendment is material, as determined in Alluxo’s sole discretion, Alluxo will notify you by email. Notice of amendments may also be posted upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Alluxo to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
11.2. Changes to Services. Alluxo constantly changes and improves the Services. Alluxo may add, alter, or remove functionality from a Service at any time without prior notice. Alluxo may also limit, suspend, or discontinue a Service at its discretion. If Alluxo discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Alluxo may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

12. Disclaimers and Limitations of Liability

12.1. Disclaimers. While it is in Alluxo’s interest to provide you with a great experience when using the Services (and we work hard to please our customers), there are certain things we do not promise about them. We try to keep our Services running, but they may be unavailable from time to time for various reasons. Except as expressly provided in these Terms and to the extent permitted by applicable law, the services are provided “as is” and Alluxo does not make warranties of any kind, expressed, implied, or statutory, including those of merchantability, fitness for a particular purpose, and non-infringement or any representations regarding availability, reliability, or accuracy of the Services.
12.2. Exclusion of Certain Liability. To the extent permitted by applicable law, Alluxo, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for (a) any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever or (b) loss of use, data, business, revenues, or profits (in each case whether direct or indirect) arising out of or in connection with the Services and these Terms, and whether based on contrast, tort, strict liability, or any other legal theory, even if Alluxo has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
12.3. Limitation of Liability. To the extent permitted by applicable law, the aggregate liability of each of Alluxo, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the Services and these Terms will not exceed the lesser of: (a) the amounts paid by you to Alluxo for use of the Services during the 12 months prior to the event giving rise to the ability; and (b) US$300.00.
12.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
12.5. Businesses. If you are a business, you will indemnify and hold harmless Alluxo and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

13. Contracting Entity

13.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Alluxo Inc.
13.2. Alluxo Inc. For any Service provided by Alluxo Inc., the following provisions will apply to any terms governing that Service:

Contracting Entity. References to "Alluxo", "we", "us", and "our" are references to Alluxo Inc., located at 15129 Barolo Ct., San Diego, CA 92127, USA.

Governing Law. Those terms are governed by the laws of the State of California (without regard to its conflict of laws provisions).

Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in San Diego County, California and the federal courts located in the Southern District of California with respect to the subject matter of those terms.

14. Other Terms

14.1. Assignment. You may not assign these Terms without Alluxo’s prior written consent, which may be withheld in Alluxo’s sole discretion. Alluxo may assign these Terms at any time without notice to you.
14.2. Entire Agreement. These Terms constitute the entire agreement between you and Alluxo, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
14.3. Independent Contractors. The relationship between you and Alluxo is that of independent contractors, and not legal partners, employees, or agents of each other.
14.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
14.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
14.6. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
14.7. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
14.8. Survival. The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, and 14.

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