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Terms of Use.

A Note About Assistly’s Terms of Service

The Terms of Service (the “Agreement”) below this summary is a legal document which is, by its nature, filled with legal terms. In an attempt to make things easier to read, Assistly, Inc. (referred to as “We,” “Us,” “Our,” and “Assistly”) has included a short summary here, which includes a high level explanation of the Agreement, section by section. This summary is provided in addition to the Agreement, but You (meaning the person accepting the Agreement and the company (if any) on whose behalf he/she is acting) must still read the Agreement, because the Agreement (and not this summary) is the only document that is legally binding. Any references to the “Service” mean all the products and services offered on Assistly’s website.

Again, the actual legally binding document starts below. Everything above is just an explanation, and isn’t part of the Agreement.

Terms of Service

The following terms and conditions (the “Agreement”) govern all use of the www.assistly.com website (the “Site”) and the products and services available at the Site (taken together with the Site, the “Service”). In this Agreement, “You” or “Your” means the person accepting this Agreement and the company (if any) on whose behalf he/she is acting, and “We,” “Us,” “Our,” or “Assistly” means Assistly, Inc. By using or accessing any part of the Service, You agree that You are at least eighteen (18) years old and have read, understand, and agree to be bound by all of these terms and conditions. If You do not agree to all of these terms and conditions, You must not use or access the Service. If You are entering into this Agreement on behalf of a company, You represent that You have the authority to bind that company to the terms of this Agreement. We reserve the right, in Our sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. Your continued use of the Service following the posting of any changes to this Agreement constitutes Your acceptance of those changes and You are responsible for reviewing those terms as We notify You about them. Some products or services that become available at the Site may be subject to additional or different terms and conditions, and if those additional terms and conditions conflict with this Agreement, those additional terms and conditions will control.

1. What are the Basics About Accessing and Using the Service?

The Service is solely for Your internal, business purposes and is offered and provided subject to the terms and conditions of this Agreement.

As a condition to using some parts of the Service, You may be required to register with Assistly and select a password, user name (“Assistly User ID”) and a site name ("Assistly Site Name"). You may not (i) select or use as an Assistly User ID or Assistly Site Name a name of another person or company with the intent to impersonate that person or company; or (ii) use as an Assistly User ID or Assistly Site Name a name that You do not have permission to use. Assistly reserves the right to refuse registration of, or cancel an Assistly User ID or Assistly Site Name in its discretion. You are responsible for maintaining the confidentiality of Your Assistly password and other account information. You agree that the information You provide Assistly will be accurate, complete, and up to date, and if We determine that the information does not meet those standards, or if You violate any of these requirements, We may immediately terminate the Agreement for Your breach and/or suspend Your use of the Service.

You may post, upload, share or transmit data using the Site or in connection with the Service (“User Data”). User Data includes information such as text, messages, data, or other materials or content. You have the option of choosing whether or not Your User Data is transmitted between networks in an encrypted format using secure socket layer (“SSL”) technology. Choosing to use the encrypted format is more expensive, but offers a higher level of security. You should always be careful about what User Data You choose to post, share, or transmit, but You should be particularly careful if You choose not to use Assistly’s encryption option.

Assistly provides the Service only. You are responsible for providing whatever resources You need to access and use the Service.

2. Do You Have to Pay to Use the Service?

As part of Your use of the Service, You may choose to purchase some for-fee services We offer (a “Subscription”) after an initial free trial period. If You choose to purchase any Subscriptions, You are responsible for paying the applicable prices for each Subscription, and You may only access the Subscription services if You have paid those amounts in full. We may change the monthly fees We charge for a Subscription; if that happens, it will only affect new subscribers. We will give ten (10) days notice (by posting on the Site) before a price change takes effect for new subscribers.

  1. What Are the Subscription Rates?
    1. You may choose between three (3) Subscription packages. For each Subscription package, you will be charged the following rates, which are quoted for each Traditional Agent or Flex Option (as defined below), for each calendar month (“Month”) of the Service:
      • Standard: $39 per Traditional Agent, $19 per Flex Option (plus $1 per hour in excess of the 20 hours included)
      • Professional: $69 per Traditional Agent, $34 per Flex Option (plus $1.75 per hour in excess of the 20 hours included)
      • Enterprise: $99 Per Traditional Agent, $49 per Flex Option (plus $2.50 per hour in excess of the 20 hours included)
    2. The features of each Subscription package, along with additional terms you will be subject to for each Subscription package, can be found on the Subscription Chart. Please note that Our free trial service allows You access to the Enterprise package; if You choose to purchase a less-expensive Subscription at the end of Your trial period, Your use of the Service will be limited.
  2. What is an “Agent” and Are There Limits on How Your Agents Can Use the Service?
    1. An “Agent” means the individual customer service representative who will use and access the Service on Your behalf. Agents will be classified as either “Traditional” or “Flex.”
    2. Traditional Agents may access and use the Service for an unlimited amount of time each Month subject to the Usage Limits. The “Usage Limits” are limits on API requests, customer records, new cases, FAQ views, and attachment size and are described in the Usage Limits Chart. We enforce the Usage Limits on an average basis, taking into account all of the Traditional Agents which You have purchased for any given Month. For example, for the Standard Subscription, a Traditional Agent may only take on 500 new cases per Month; if You have purchased two Traditional Agents under a Standard Subscription, those two Traditional Agents may, collectively, respond to 1000 new cases per Month, even if one responds to just a single new case, and the other responds to 999 new cases. You may purchase as many Traditional Agents as you wish. You must identify each Traditional Agent by name before the Subscription Period (as defined below) begins.
    3. The Flex Option plans gives Your “Flex Agents” (any Agent who logs into the Service under the Flex Option) unlimited use of the Service, but for only twenty (20) hours per Month. If aggregate Flex Agent access or use of the Service exceeds twenty (20) hours per Month, You will be billed at the end of that Month for each additional hour above twenty (20), according to the hourly rates described above and in the Subscription Chart. Each access of the Service by a Flex Agent will incur a minimum of fifteen (15) minutes of usage. Unlike Traditional Agents, Flex Agents do not count towards the Usage Limits. You may allow an unlimited number of Flex Agents to access the Service under the Flex Option for any given Subscription Period (as defined below) if You have purchased at least one (1) Traditional Agent and You have purchased the Flex Option for the same Subscription Period. You may also “convert” Traditional Agents into Flex Agents, by allowing Traditional Agents to access the Services under the Flex Option, provided You always maintain at least one (1) Traditional Agent Subscription.
  3. What are Assistly’s Payment Policies?
    1. You may choose whether you are billed by the Month, calendar quarter, or calendar year (each, a “Subscription Period”). Fees for each Subscription Period will be pre-paid at the start of the Subscription Period, charged to the credit card You provide prior to the start of such Subscription Period. If the credit card information You have provided is incorrect or incomplete, or Assistly is unable to complete a transaction due to Your error or omission, Assistly will attempt to contact You and inform You of the problem. If the problem is not corrected within fifteen (15) days, it will be considered a breach of the Agreement and Assistly will terminate Your account. You will receive an email receipt upon each credit card charge, unless You and Assistly have agreed otherwise.
    2. If You choose to increase Your number of Agents during a Subscription Period (or if You choose to “upgrade” any Agent to a more-expensive Subscription package), any incremental cost will be prorated over the remaining term of the applicable Subscription Period and charged to Your credit card. If You choose to reduce Your number of Agent seats during a Subscription Period, no refunds will be awarded.
    3. Except as provided in this paragraph, all fees pre-paid by You are non-refundable. If You have chosen to be billed quarterly or annually, You will receive a partial refund of the fees You pre-paid if We terminate any of Your Subscriptions for any reason other than Your breach of this Agreement (or any other terms You have agreed to with Assistly). Your refund will consist of all pre-paid fees for each complete Month remaining in Your Subscription Period; You will not receive a refund for any portion of the Month in which We terminate this Agreement.

You are responsible for all taxes, duties, and other governmental assessments associated with Your activity in connection with the Service, whether or not You choose to purchase a Subscription from Assistly.

3. What Restrictions Govern Your Use of the Service?

You will not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction will not apply to the limited extent Your local law prohibits restrictions on reverse engineering); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for timesharing or service bureau purposes, or otherwise use the Service for any commercial purpose; or (iv) remove or obscure any proprietary notices on the Service. Assistly (and not You) owns all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

You will not use any “deep-link”, “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any similar manual process, to access, acquire, copy or monitor any portion of the Service or any Content (as that term is defined in Section 4 below), or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain (through any means) any materials, documents or information that are not purposely made available as part of the Service.

You will not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Assistly server, or to any of the services offered on or through the Service, by hacking, password “mining,” or any other illegitimate means.

You will not probe, scan or test the vulnerability of the Service or any network connected to the Service, and You will not breach the security or authentication measures on the Service or any network connected to the Service.

You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Assistly’s systems or networks, or any systems or networks connected to the Service or to Assistly.

You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.

You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmission You send to Assistly on or through the Service. You will not, in connection with the Service, pretend (e.g., through impersonation) that You are any other individual or entity.

You will not use the Service or any Content for any purpose or in any manner that is unlawful (including, without limitation, in any manner which violates the export or trade controls of the U.S. or any other country) or prohibited by this Agreement, or which infringes the rights of Assistly or others.

4. Who Owns the Content You Access on the Service? What About Rights to Use Each Other’s Names and Logos?

You agree that all content (including without limitation text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, forum postings, and video) and materials (collectively, “Content”) delivered via the Service or otherwise made available by Assistly at the Site are the exclusive property of Assistly and are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Content does not include Your User Data (as defined above), which is Your property. Except as expressly authorized by Assistly in writing, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, You may print or download a reasonable number of copies of the Content on the Site for Your own informational purposes; provided, that You retain all copyright and other proprietary notices contained in that Content. Reproducing, copying or distributing any Content for any other purpose is strictly prohibited without the express prior written permission of Assistly. You may also use the Assistly name and/or logo, solely in accordance with Assistly’s Trademark Guidelines; provided, however, Assistly can revoke that privilege at any time.

You hereby consent that, if You choose to become a paying customer of Assistly, Assistly may identify You as an Assistly customer (using Your name and logo) and generally describe the products or services it provides to You in its promotional materials, presentations, and proposals to other current and prospective customers.

5. How Can Assistly Terminate this Agreement or Limit Your Use of the Service? Can You Cancel Your Account?

Assistly is constantly working to improve the Service, so it may make changes to the Service periodically (including discontinuing certain parts of the Service), but it will inform You about material changes via this site. If You don’t like the changes, Your only remedy is to stop using the Service. If Assistly decides to permanently stop offering the Service entirely, it will inform You of that in advance as well.

Assistly may terminate Your access to all or any part of the Service at any time if Assistly believes You are in breach of this Agreement or in breach of any additional terms Assistly may agree to with You. Termination will be effective upon notice thereof to You. Upon receiving notice of termination from Assistly, You will no longer access (or attempt to access) the Service. Some parts of the Service may be unavailable to You, depending on whether You have chosen to purchase a Subscription or in accordance with additional terms You may have agreed to with Assistly.

Some provisions of this Agreement are meant to survive termination; for example, the terms regarding ownership of the Content on the Site, the section where We tell You that the Service is provided “AS IS,” and the section where We limit Our liability to You. The provisions that a reasonable person would assume are meant to survive termination, including the examples above, will survive termination.

If You choose to cancel Your account, You will lose access to all of Your User Data or any other information associated with Your account, and Assistly may permanently delete Your User Data and information at that time. Your User Data and other information cannot be recovered after You cancel Your account, so don’t cancel Your account unless You are sure You no longer need Your User Data or information.

6. How does Assistly Treat Information We Collect From You?

Assistly’s current privacy policy (the “Privacy Policy”) is available at the Site, and is hereby incorporated into this Agreement by this reference. Assistly strongly recommends that You review the Privacy Policy closely.

7. Does Assistly Offer Support?

Assistly offers technical support via email (support@assistly.com), but We do not make any promises regarding how fast We will respond to a request for support or that We will be able to fix any problems You may be having. We reserve the right to access any and all of Your User Data in order to respond to Your requests for support.

8. What Other Legal Terms Apply to the Service?

  1. Indemnification: You are responsible for all User Data, and for Your activity in connection with the Service. You shall indemnify and hold harmless Assistly (and its affiliates), and each of its (and its affiliates) respective employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys' fees, that arise from (i) Your use or misuse of the Service; (ii) Your access of or to any part of the Service; (iii) any User Data; or (iv) Your violation of this Agreement or any additional terms You agree to with Assistly.
  2. Warranty Disclaimer: The Service (including, without limitation, the Site and any software Assistly may provide to You) is provided on an "AS IS" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Neither Assistly nor Assistly’s vendors makes any warranty that (i) the Service is free of viruses or other harmful components; (ii) the Service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); (iii) any information or advice obtained by You in connection with the Service will be accurate or complete; or (iv) the results of using the Service will meet Your requirements.
  3. Limitation of Liability: In no event shall Assistly or its vendors be liable under contract, tort, strict liability, negligence or any other legal theory with respect to the Service (or any content or information available through the Service): (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, even if foreseeable, (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source), (iii) for any errors or omissions in, or for any loss or damage of any kind incurred as a result of Your use of, any Content or other information posted, emailed, transmitted or otherwise made available at or through the Service, or (iv) for any direct damages in excess of (in the aggregate) $100.00 (U.S.), or, if You have purchased one or more Subscription(s), in excess of (in the aggregate) the fees paid or payable by You for such Subscription(s) for the six (6) month period preceding the claim that led to such damages. In addition, Assistly shall not be liable for any loss or liability resulting, directly or indirectly, from Your inability to access or otherwise use the Site or Service (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, data processing failures, telecommunications or internet problems or utility failures). The foregoing limitations shall not apply to the extent that they are prohibited by Your local applicable law.
  4. Other terms: This Agreement is void where prohibited by law, and Your right to access the Service is revoked in such jurisdictions. You certify that You are legally permitted to use the Service, and You take full responsibility for Your selection and use of the Service. The failure of either party to exercise (in any respect) any right provided for under this Agreement shall not be deemed a waiver of any further rights hereunder. Assistly shall not be liable for any failure to perform its obligations under this Agreement where such failure results from any cause beyond Assistly’s reasonable control (including, without limitation, mechanical, electronic or communications failure or degradation, including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with Assistly’s prior written consent. Assistly may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by the internal laws of the State of California, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Assistly in any respect whatsoever. Headings for each section have been included above for Your convenience, but such headings don’t have any legal meaning, and may not accurately reflect the provisions they precede.

Effective: August 31, 2010

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