Terms of Service
As part of the Service, Run Sensible will provide the Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. The Customer’s registration for, or use of, the Service shall be deemed to be the Customer’s agreement to abide by this Agreement including any materials available on the Run Sensible web site incorporated by reference herein, including but not limited to the Privacy and Security Statements. For reference, a Definitions section is included at the end of this Agreement.
BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR, FOR FREE SERVICES, BY USING SUCH SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT ACCEPT THEM AND DO NOT USE THE WEBSITE OR THE SERVICE.
YOU ARE NOT ELIGIBLE TO ENTER INTO THIS AGREEMENT IF YOU ARE WORKING FOR OR AFFILIATED WITH ANY OTHER CUSTOMER RELATIONSHIP MANAGEMENT (“CRM”) PROVIDER OR DEVELOPER. Run Sensible RESERVES THE RIGHT TO SUSPEND OR REVOKE YOUR USE LICENSE IF YOU ARE ATTEMPTING TO UTILIZE THIS SERVICE ON BEHALF OF ANY OTHER ENTITY THAT COULD CONCIEVABLY BE CONSIDERED COMPETITION OF Run Sensible.
“Agreement” means this Subscription Agreement.
“Customer Data” means all information that you submit or collect via the Subscription Service.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Means all materials that you provide or post, upload, input or submit for public display.
Services: To make these Terms easier to read, the Site, the App and our services are collectively called the “Services.”
General Commercial Terms
1- Eligibility. You may use the Services only if you are 18 years or older and are not barred from using the Services under applicable law.
2- Registration and Your Information. If you want to use certain features of the Services, you’ll have to create an Account. You can do this via Run Sensible web Site or we may provide access through your account with third-party websites such as Google, Facebook or Twitter (Single Sign On- SSO). If you choose the SSO Account option, we’ll create your Account by extracting from your SSO Account certain personal information such as your name and email address and other personal information that your privacy settings on the SSO Account permit us to access.
3- Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
4- Logins. Your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as are permitted under the applicable Subscription (as defined below) allows. Run Sensible reserves the right to access any or all your accounts in order to respond to your requests for technical support.
5- Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your Run Sensible account. We might provide some or all elements of the Subscription Service through third party service providers.
6- Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Run Sensible account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Run Sensible account.
7- Availability. We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
8- Excess Data Storage Fees. The maximum disk storage space provided to the Customer at no additional charge is a cumulative of 50 MB per User license (100 MB for the professional and 150 MB for the enterprise edition). If the amount of disk storage required exceeds this limit, the Customer will be charged $1 per MB/year. Run Sensible will use reasonable efforts to notify the Customer when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Run Sensible to so notify the Customer shall not affect the Customer’s responsibility for such additional storage charges. Run Sensible reserves the right to establish or modify its general practices and limits concerning storage of Customer Data.
9- SPAMMING AND ILLEGAL ACTIVITIES. Customer agrees Customer is solely responsible for the contents of Customer’s transmissions through the Services. Customer agrees not to use the Services for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, contains viruses, or infringes or may infringe the intellectual property or other proprietary rights of another person. Customer agrees not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, or other unsolicited mass distribution of email or other unauthorized or unsolicited activity. Run Sensible reserves the right to terminate Customer’s access to the Services if Run Sensible believes that Customer has used the Services for any illegal or unauthorized activity.
Fees and Payments
Free Services. Run Sensible may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation and the website. Usage over these limits requires your purchase of additional resources or services.
You agree that Run Sensible, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that Run Sensible will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law We will provide you a reasonable opportunity to retrieve Your Data.
The free services are providing “AS-IS” without any warranty and Run Sensible shall have no indemnification obligation with respect to the free services.
Trial Period. Run Sensible may also provide portions of the additional Services that are made available to those who purchase Subscriptions without payment for a trial period, but your ability to access those Services will be terminated at the end of such trial period. At any time during the trial and thereafter, you may purchase a Subscription. If Customer does not purchase Subscription Services or cancel the Run Sensible Account by the end of the trial period, Customer’s Run Sensible Account will be suspended and will be marked for deletion from Run Sensible servers. Customer may restore a suspended Run Sensible Account within sixty (60) calendar days of suspension by purchasing Services.
Payment. When you purchase a Subscription, you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties, so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
Subscriptions. If you purchase a Subscription, you will be charged the applicable Subscription fee (which may be on a monthly or annual basis, depending on the Subscription), plus any applicable taxes, and other charges, at the beginning of your Subscription and each period thereafter (such period will depend on the Subscription), at the then-current Subscription Fee. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each applicable period at the beginning of the next applicable period of your Subscription during the term, using the Payment Information you have provided until you cancel your Subscription. By agreeing to this Agreement and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Run Sensible. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with this Agreement. Prices for the Services, including but not limited to monthly Subscription fees to the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time.
Modifying Subscriptions. Upon upgrading or downgrading in plan level, you will be credited pro rata for the time remaining in the current billing cycle, however, you will not be refunded for any Services already rendered during the then-current subscription period. Downgrading your Subscription plan may cause the loss of features, or capacity of your Account. Run Sensible does not accept any liability for such loss.
NO REFUNDS. Run Sensible employs a NO REFUNDS policy, regardless of use of the Services. ALL SALES ARE FINAL. Customer agrees and acknowledges that Customer’s obligation to pay fees continues through the end of the billing period, monthly or annual, during which Customer cancels Customer’s Premium Services.
Past Due. If Customer’s Run Sensible Account is in past due status due to non-payment, we will notify Customer or Administrator of Team Accounts in writing of account’s past due status. If payment is not received by us within ten (10) calendar days, Customer’s access to Customer’s Account will be restricted. If Customer’s Account remains in past due status for a period of thirty (30) calendar days, Customer’s Account will be suspended and will be marked for deletion from our servers. Customer may restore a suspended Account within sixty (60) calendar days of suspension by paying for the past due balance on the Account. If Customer’s Account remains in suspended status for sixty (60) calendar days, all of Customer’s content and data, including but not limited to Contact Information, will be deleted from our servers. This information cannot be recovered once deleted.
Customer Responsibilities. In addition to all other terms and conditions of these Terms, Customer shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) copy, distribute, or disclose any part of the Services in any medium; (iii) alter or modify the Services in any way without the prior written consent of Run Sensible; (iv) reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Services, or interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services; (v) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Services; (vii) impersonate another person or otherwise misrepresent Customer’s affiliation with a person or entity, conducts fraud, hide or attempt to hide Customer’s identity, or misrepresent the source or content of information transmitted through the Services; (viii) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Run Sensible website or all or any portion of the Services; (ix) bypass the measures Run Sensible may use to prevent or restrict access to the Services; (x) use any robot, spider, scraper, script, or other comparable automated technology to access the Services for any purpose without Run Sensible’s express written permission; (xi) gain unauthorized access to the Services, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining; (xii) collect or harvest any personally identifiable information, including account names, from the Services without first obtaining the express prior written permission of such party to use any such personally identifiable information; (xiii) use third party links to sites without agreeing to their website terms & conditions; and (xiv) post links to third party sites or use their logo, etc. in connection with the Services without first obtaining their express prior written permission. Customer shall: (i) notify Run Sensible immediately of any unauthorized use of any password or Run Sensible Account or any other known or suspected breach of security; (ii) report to Run Sensible immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Customer or other Subscribers to violate these Terms or the intellectual property rights of third parties; and (iii) not impersonate another Subscriber or provide false identity information to gain access to or use the Services.
We respect Customer’s right to exclusive ownership of Customer’s published and stored content in the Run Sensible Account, including but not limited to contact names, tasks, events, messages in the Run Sensible Account and posted to social networks, and related content created or stored by Customer and any type of data that identifies Customer or any specific customer or program, including but not limited to information about usage, account information, internal team members, or merchants in conjunction with Customer or Customer’s customers, Contact Information (the “Confidential Information”).
Changes to Terms of Services
We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them, or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms.
Limitation of Liability
In no event shall either party’s aggregate liability exceeds the amounts actually paid by and/or due from the customer in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as other wise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
THIRD PARTY INTERACTIONS
During Customer’s use of the Services, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties displaying their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between Customer and the applicable third-party and is governed by any terms, rules, regulations and policies of such third party. Run Sensible and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. Run Sensible and its licensors shall not be responsible for interruptions in service or performance from third parties, or any interruptions in the Services caused by such third-party services. Run Sensible expressly does not endorse any sites on the Internet that are linked through the Services, and in no event shall Run Sensible or its licensors be responsible for any content, products, or other materials on or available from such third-party sites. Run Sensible provides the Services to Customer pursuant to the terms and conditions of these Terms. Customer recognizes, however, that certain third-party providers of ancillary software, hardware or services may require Customer’s agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware or services.
Governing Law and Jurisdiction
These terms of service are governed and interpreted pursuant to the laws of the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to these terms of service.