By using Augment Cloud, property of Augment Clouc LLC, you accept these terms and conditions and enter into an agreement between you and Augment Labs. Please read them carefully.
By using Augment Cloud services (an online application for demand planning and forecasting, promotion planning and inventory and replenishment management - "Augment"), you agree to be bound by the following contractual conditions (hereinafter referred to as the "Terms and Conditions"), which form a complete contract between you (hereinafter referred to as the "Client") and Augment Cloud LLC, with headquarters at 5830 E 2nd St, Ste 7000 #14682, Casper, Wyoming 82609, United States, registered in the 5830 E 2nd St, Ste 7000 Casper WY 82609 (hereinafter referred to as the "Augment") - together also the "Parties" and these contractual terms hereinafter also referred to as the "Agreement "). For the avoidance of doubt, these Terms and Conditions apply to all use of Augment (including the trial period).
TERMS AND CONDITIONS FOR AUGMENT DIRECT CUSTOMERS INTERPRETATION OF TERMS
The terms used in this Agreement have the following meanings (unless the context indicates otherwise):
"Price Plan" is a breakdown of the number of Fees and the scope of the Service set forth in the price list;
"Cyber attack" means unauthorized access to a computer system or repository containing Input Data by a third party or a group of persons, in particular through software bots (so-called zombie bots), phishing, pharming, a virus computer and/or a DDoS attack;
"Fees" are fees for the use of the Service, the amount of which is set forth in the Price Plan;
"Intellectual property rights" means all copyrights, trademark rights, trade or company names, logos or slogans, domain names, the right to protection against unfair competition, database rights, design rights and all other intellectual property rights, whether registered or unregistered, including proposals or rights to apply for them;
"Service" means the Augment web application operated by Augment Cloud LLC, which is accessible through the website www.augment-cloud.com and allows the entry of Customer data to obtain the Service Results;
"User" of the Client means employees, consultants, advisors or representatives authorized by the Client to access and use the Service, who have been assigned an access name and password for the Service for this purpose. For the avoidance of doubt, the Parties agree that each of the Users has an individually determined account, which can only be used by a specific natural person: the User for whom it was established;
"Input Data" means the data entered by the Client into the Service in the manner specified in the Contract, the scope of which is specified in the Augment Manual;
"Service Results" are the results of the processing of Input Data performed by the Service. The scope of the results is specified in the Augment Manual;
"Website" means the website www.augment-cloud.com, including related subdomains, that contain the Augment web application;
"Binding regulations" means any generally binding legal regulation that forms part of the US system, including commercial practices in the relevant markets and the principles on which such generally binding legal regulations are based.
OBJECT OF THE AGREEMENT
These terms and conditions agreed by the Parties regulate the conditions under which the Customer can use the Service and establish the rights and obligations of the Parties in relation to the provision and use of the Service.
Through this Agreement, Augment Cloud LLC grants Customer the right to use the Service under the conditions set forth below and to the extent specified below, and Customer accepts such right and agrees to pay the Fees established by Augment Cloud LLC.
The use of the Service involves the processing of Input Data through the Service and the subsequent provision of Service Results to the Customer.
For the avoidance of doubt, the Parties agree that the right to use the Service under this Agreement is non-transferable, that is, under this Agreement this right arises only for the Customer and Users, and not for third parties.
RIGHTS AND OBLIGATIONS OF THE PARTIES
Augment Cloud LLC must allow Customer to use the Service, that is, provide Customer with the user environment of the Service, allow Customer access to the user interface for use of the Service by the Client and provide the Client with the Service Results to the extent specified in one of the variants specified in the Price Plan.
Augment Cloud LLC undertakes to provide the Client with the Service Results in the form of recommendations.
The use of the Service by the Customer includes access to all available functions of the Service effective from the date of conclusion of the Agreement. In the event that the Service is improved during the provision of the Service, in particular with the addition of additional functions or services, and the Customer decides to use them, Augment Cloud LLC may require payment of additional fees for the extension of the Service.
The Parties agree and Customer expressly accepts that the obligation to permit use of the Service is limited to Augment Cloud LLC' obligation to use reasonable efforts that may reasonably be required to permit Customer to use the Service. Augment Cloud LLC does not undertake to guarantee the availability of the Service in all circumstances, in particular due to regularly scheduled interruptions, technical reasons or inaccessibility caused by circumstances beyond the control of Augment Cloud LLC, including Internet service provider failures or other technical reasons. and cases of force majeure or cyber attacks. In such case, Augment Cloud LLC will use reasonable efforts to keep the Client informed as far as possible about the change (which constitutes a restriction on the scope of the services or any other restriction on their provision or which otherwise impairs to the Client) or termination if circumstances permit. The Customer agrees to upload to the Service only information and content that does not violate any of the Binding Regulations.
Customer is responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Input Data. Customer retains all rights to the Input Data. In accordance with these Terms and Conditions, the Customer grants Augment Cloud LLC the right to process the Input Data, in particular to use, copy, transfer and otherwise handle it, to the extent and for the purpose of processing and providing the Service. Output and for analysis of the operation of the Service and machine learning leading to the improvement of the software tool and algorithms that provide the Service.
Augment Cloud LLC expressly declares that the provision of the Service does not include the provision of the Input Data Archiving Service. Augment Cloud LLC is committed not to delete intentionally Input Data for the duration of the Service. Augment LLC is not bound by any obligations in relation to data storage.
Neither the Client nor the Users may sell, rent, transfer, assign, license, sublicense, distribute or provide or make available commercially the Service or establish other rights in the Service for the benefit of third parties.
The Client undertakes not to provide Augment Cloud LLC with any data that violates the provisions of the Binding Regulations (for example, the Personal Data Protection Act) or the rights of third parties. The Client undertakes, without further conditions and irrevocably, to indemnify Augment Cloud LLC upon request in an amount corresponding to all costs (including recovery costs), expenses, liability (including tax liability), direct, indirect or consequential damages , fines, contractual penalties, claims or costs that Augment Cloud LLC will suffer in any way, whether directly or indirectly, as a result of or in connection with the breach of any obligation under this Agreement.
The Client agrees that Augment Cloud LLC may use references to the Client's company, its logo and a link to its website for marketing purposes (for example, for a reference list).
With Customer's consent, Augment Cloud LLC may use an overview of Customer's use of the Service for case studies. Augment Cloud LLC will send a request for such consent to the email address provided by Customer during registration. If the Client expresses disagreement to Augment Cloud LLC via Augment Cloud LLC ' contact email, within 5 business days from the date the email is sent by Augment Labs, the Client is deemed to have given consent.
SECURITY AND PASSWORDS
The Client can access the Service through the domain www.augment-cloud.com. Augment Cloud LLC has the right to change this subdomain for operational or technical reasons.
Access and use of the Service is provided to Customer through a combination of one or more assigned usernames and passwords that Customer establishes when registering to use the Service.
The Client undertakes not to allow access to the Service or use of the Service to persons who are not Users. The Customer is responsible for ensuring the protection and security of the use of the Service in accordance with these User Terms and Conditions.
The client agrees to inform Augment Cloud LLC of any breach of the security of his/her username and password.
Customer agrees not to use or distribute corrupted files, files that contain viruses, or any other similar software or programs that may interfere with or damage the hardware or software of Augment Cloud LLC or any third party in any way in connection with its use of the Service.
Augment Cloud LLC undertakes not to make the Input Data available to third parties without the prior consent of the Client. Augment Cloud LLC is obliged to secure computer systems (including repositories) that it uses and/or on which Augment Cloud LLC has placed Confidential Information in the course of providing the Services against unauthorized access by third parties to Confidential Information. Augment Cloud LLC will comply with this particular obligation by ensuring that the computer systems in question or their parts containing Confidential Information are only accessible after entering the password and/or after performing other authorization of the person concerned (for example, related to a specific user account). For the avoidance of doubt, the Parties agree that Augment Cloud LLC may use the Input Data and other additional data entered by the Client for performance analysis and machine learning leading to the improvement of the software tool that provides the Service.
The Parties are aware that, in the case of the use of computer systems, Cyber Attacks cannot be prevented even if the obligation established in the previous paragraph is met, therefore, the Parties agree that Augment Labs will not be responsible for the leak of Confidential Information as a result of a Cyber Attack if Augment Labs complies with its paragraphs.
COPYRIGHT
Customer acknowledges that it only obtains online access to the Service and has a limited right to use the service at the hosted level. All ownership rights and other proprietary rights, including intellectual property rights, relating to the Service, the Service Outputs, the Website and all related elements remain the exclusive property of Augment Cloud LLC . Neither Customer nor Users have the right to make copies, modifications, imitations of the Service or derivative works without the prior written consent of the Provider.
For the avoidance of doubt, the Parties agree that the purpose of this Agreement is not the transfer (whether express or implied) of any intellectual property rights relating to the Service or the Website or the grant of any license other than the license set forth below.
As part of the provision of the Service, Augment Cloud LLC grants the Client a non-exclusive and limited license to access and use the Service through the Website and its subsequent use by the User during the period of provision of the Service. The license is granted only for the use of the Service for the Customer's internal purposes (hereinafter referred to as "License"). The Customer is responsible for securing and protecting the use of the Service, including individual Users' access data to the Service. Remuneration for the provision of the License is included in the Fees.
The content of the Website may not be copied, transferred to other systems, published, distributed or used to create derivative works without the prior written consent of Augment Cloud LLC .
FINANCIAL AND PAYMENT TERMS
The Customer is obliged to pay Augment Cloud LLC the Fees for the use of the Service, the amount of which is indicated in the Price Plan.
A valid payment card is required to pay the Fees or any other payment method when previously agreed by Augment Cloud LLC and the costumer.
Payments of the Fees will be made on a monthly interval (hereinafter referred to as "Payment Cycle"), always in advance, that is, for the next calendar month of provision of the Service, the Fees will be automatically deducted from the card payment provided by you (within the last seven days of the previous Payment Cycle). Fees for the first Payment Cycle in which Customer uses the Service will be charged to Customer in an amount proportional to the relevant portion of the Payment Cycle, immediately.
Payment services are provided by a third party, Stripe.
Fees are non-refundable. The Client is not entitled to a refund or discount for partial use of the Service in one month, Downgrade or a refund for the months in which you did not use the Service but had activated it.
The Rates are indicated without taxes, surcharges or duties that may be imposed by the tax administration, and you are responsible for paying all such taxes, surcharges or duties.
Please note that the prices set out in the Price Plan are excluded from VAT and the Customer is obliged to pay VAT in the amount established by law.
In the first three weeks of each payment cycle, the Customer may downgrade the selected Pricing Plan (hereinafter referred to as "Downgrade"). In case of each Downgrade, it will be charged automatically to the Customer's payment card a new rate for the Customer's next Payment Cycle.
The Customer may increase the selected Price Plan at any time (hereinafter referred to as "Upgrade"). In the event of an Upgrade, the Customer's payment card will be immediately automatically debited for the difference between the Fees due at the end of the relevant Payment Cycle under the old Pricing Plan and the Fees due at the end of the relevant Payment Cycle under the old Price Plan. In case of delay in payment of the Fee for more than 3 business days, Augment Cloud LLC has the right to suspend the provision of the Service to the Client.
PRIVACY POLICY
By using Augment, you agree to our Privacy Policy.
CONFIDENTIALITY
The parties are obliged to maintain the confidentiality of all confidential information. All information (whether communicated in writing, orally or in any other form), in particular source codes, know-how, technical and economic information of the Parties, as well as information related to their products, processes, customers potential or current, is considered confidential. , suppliers, lessors and companies that have been made available to each of the Parties by the Parties or by the Parties at any time during the provision and use of the Service (hereinafter referred to as "Confidential Information").
The Parties agree: to A. Request only information that is absolutely necessary to fulfill the purpose of the Agreement and use the information obtained only in connection with the purpose stated in the Agreement and these Terms and Conditions; B. Ensure that the Parties' Confidential Information remains confidential; not disclose the Confidential Information to any third party without the prior written consent of the Party that provided the Confidential Information; C. Protect the Confidential Information of the Parties in the same manner and to the same extent that the Parties ensure the protection of their own confidential information before its disclosure.
The obligations of the Parties related to the obligation of confidentiality under these Conditions continue even after the termination of the Agreement, for a period of 5 years.
The Parties are obliged to protect mutual legitimate interests, conceal from third parties facts about the other Party that they know, as well as refrain from any other behavior contrary to competition rules or that harms the legitimate interests of the other Party.
The Parties undertake to ensure that their employees, workers or collaborating third parties, including persons who participate in the bodies that govern the provision of services, maintain confidentiality to the extent specified in these Conditions.
It is not considered a breach of the duty of confidentiality if a Party is obliged to disclose Confidential Information on the basis of a legal obligation.
The Parties shall notify the other Party of any breach of confidentiality without delay after becoming aware of such breach.
In the event that one of the Parties breaches the obligation of confidentiality under these Conditions, it is obliged to pay to the other Party a contractual fine in the amount of 5,000 USD for each individual breach of this obligation. The right to compensation is not affected.
The Party that has breached the confidentiality obligation is obliged (in addition to the contractual fine mentioned above) to compensate the other Party in full for the damage it has caused. The amount of damage corresponds to the damage that the other contracting party has directly incurred or that the other contracting party was obliged to compensate a third party for breach of confidentiality.
DURATION OF THE AGREEMENT AND ITS TERMINATION
With the exception of the Trial Version, this Agreement is concluded for an indefinite period. In the case of the Trial Version, this Agreement expires 15 days after activating the test account. If the Trial Version is upgraded to one of the other variants listed in the Price Plan during these 15 days, then this Agreement is valid for an indefinite period.
The Client has the right to terminate this Agreement in writing (using Augment Cloud LLC ' contact email) at any time without giving a reason. The notice period is one month and is calculated from the first day of the month following delivery of the Augment Cloud LLC notice.
Augment Cloud LLC has the right to terminate this contract (in the form of an email sent to the email address used for registration). The notice period is one month and begins on the first day of the month following the sending of the notice to the Client.
The Parties may withdraw from this Agreement with immediate effect if the other Party materially breaches a material obligation under this Agreement.
5. Augment Cloud LLC may withdraw from this Agreement with immediate effect if the Customer is in default of payment of the Fees for more than 14 business days. If this Agreement is terminated, Augment Labs will delete all files uploaded by Customer within 14 business days.
The Client acknowledges that in the case of each of the methods of termination of this Agreement, the Fees are non-refundable. No refunds or discounts will be provided for partial use of the Service in an individual month or refunds for months in which the Service has not been used, even if the Customer has been registered.
LIMITATION OF LIABILITY
The Parties agree that, to the extent permitted by the mandatory provisions of the Binding Regulations, Augment Cloud LLC is not liable to the Customer or any third party for any damages suffered in connection with the use of the Service or as a result of the impossibility or inability to use the Service.
The Parties have expressly agreed that Augment Cloud LLC is not responsible for the results of any action or procedure taken based on the results of the Service Outputs. Augment Cloud LLC does not guarantee in principle a positive result from such measures taken by the Client. Taking any action based on the results of the Service Outputs is purely at the discretion of the Customer, who is also responsible for them.
For the avoidance of doubt, the Client has no right to claim direct, indirect or consequential damages (including loss of profits, loss of business opportunities, loss due to interruption of business activities, loss of possible future income, loss of income, loss of business reputation or other similar damages).
APPLICABLE LAW AND DISPUTE RESOLUTION
The validity, construction and application of the Agreement will be governed by the internal laws of the State of Wyoming, excluding its conflict of laws provisions. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in Austin, Texas. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Texas. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
FINAL PROVISIONS
These terms and conditions come into force on the day of issue.
In the event that any provision of these terms and conditions is or becomes invalid, unenforceable or obvious, such invalidity, unenforceability or obviousness shall not result in the invalidity, unenforceability or obviousness of the remaining provisions of the terms and conditions.
The terms and conditions may be modified or supplemented unilaterally by the Provider, in particular due to changes in legal regulations, technological changes affecting the provision of services and also due to expansion or changes in the Services by Augment
Augment Cloud LLC also has the right to unilaterally modify the Conditions and Terms if market conditions or the business conditions of business partners with whom Augment Labs cooperates change.
The Client will be informed of the change and/or modification of the Conditions on the Website and by email, at least 14 days before the change or modification of the Conditions and Terms takes effect. This modification does not affect the rights and obligations of the Parties arising during the period of validity of the previous version of the Conditions and Terms. The Client has the right to reject the modification or modification of the Conditions and Terms and, for this reason, terminate the Agreement in writing, no later than five (5) business days from the date of its publication, using the email Augment Cloud LLC’ contact email. Properly exercised disagreement establishes Customer's right to immediately withdraw from this Agreement. If the Customer does not notify Augment Cloud LLC in writing of its disagreement within the period in accordance with this Article, it will be deemed to have accepted the relevant change in the conditions of provision of the Service.
CONDITIONS AND TERMS FOR CLIENTS THAT USE AUGMENT THROUGH PARTNERS
The following conditions apply when the Augment Cloud LLC service is provided to Customer through a third party (the "Partner"): The following provisions apply to the contractual relationship between Augment Cloud LLC and the Customer who uses the Augment Cloud LLC service through the Partner. Of the Conditions and Terms set forth in Part A, with the exception of Articles 3.1, 3.2, 6.3 and Article 10 of the terms and conditions. In addition to the terms and conditions set forth in Part A:
1. Augment Cloud LLC undertakes to allow Customer to use the Service, that is, to allow Customer to access the user interface for the use of the Service and to provide Customer with the Outputs of the Service, in the manner and to the extent specified in a of the variants listed in the Price Plan.
2. Augment Cloud LLC undertakes to provide the Customer with the Service Outputs in the form of an Excel spreadsheet without any verbal feedback. Customer or Partner may further process these Service Outputs.
3. The Parties agree that, to the extent permitted by the mandatory provisions of the Binding Regulations, Augment Cloud LLC is not liable to Customer or any third party for any damages incurred in connection with the use of the Service or as a result of the inability or inability to use the Service.
4. The Parties have expressly agreed that Augment Cloud LLC is not responsible for the results of any measures or procedures taken based on the results of the Service Outputs, whether at the sole discretion of the Customer or as a result of a recommendation from the Partner. Augment Cloud LLC does not guarantee a positive outcome from such measures taken by the Client at its discretion or as a result of the Partner's recommendation. Taking any action based on the results of the Service Outputs is solely at the discretion of the Customer, who is also responsible for them.
5. For the avoidance of doubt, the Client has no right to claim direct, indirect or consequential damages (including loss of profits, loss of business opportunities, loss due to business interruption, loss of possible future income, loss of income, loss of business reputation or other similar damages).