AccMe Terms of Use

Welcome to AccMe, a tool for business owners, managers and staff to help potentially take their performance to the next level. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that AccMe provides You with access to the Service.

The AccMe Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the AccMe Service. AccMe reserves the right to change these terms at any time, effective upon the posting of modified terms and AccMe will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were created on 01 August 2015.

Definitions

Agreement

means these Terms of Use.

Access Fee

means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which AccMe may change from time to time on notice to You).

Confidential Information

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

Data

means any data inputted by You or with Your authority into the Website.

Intellectual Property Right

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Service

means the online coaching questions made available (as may be changed or updated from time to time by AccMe) via AccMe website log-in.

Website

means the Internet site at the domain www.AccMe.co or any other site operated by AccMe.

AccMe

means the system that online questions are asked and resultant tasks or answers are managed. Accountability Me Limited owns AccMe and is a company incorporated in New Zealand.

Invited User

means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

Subscriber

means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

You

means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

Use Of Software

AccMe grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws.

Your Obligations

Payment obligations

As a paid user, your creditcard will be charged the applicable subscription fee at the period agreed upon when signing up for the subscription. Your charge will be for the applicable period of use following payment. AccMe will continue charging your credit card until this Agreement is terminated in accordance with clause 8.

Preferential pricing or discounts

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of referrals that have signed up for the service and traceable to you or for some other reason. This preferential pricing or discount will be credited to your credit-card and / or would be via a stop to charging your credit card if you qualify for some free use of AccMe.

General obligations

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by AccMe or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

Access conditions

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify AccMe of any unauthorised use of Your passwords or any other breach of security and AccMe will reset Your password and You must take all other actions that AccMe reasonably deems necessary to maintain or enhance the security of AccMe's computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Services, You must:
   1. not attempt to undermine the security or integrity of AccMe's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
   2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
   3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
   4. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
   5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Communication Conditions

As a condition of these Terms, if You use any communication tools available through the Website, you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. AccMe is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, AccMe does reserve the right to remove any communication at any time in its sole discretion.

Indemnity.

You indemnify AccMe against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to AccMe, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You. AccMe will provide business, life and other thinking questions on a no liability basis. This means that AccMe (nor any of its employees, agents, contractors or advisers,) will not be liable for any costs, losses, expenses or impact suffered or incurred by you, an AccMe user arising from any act (or failure to act) related to your use of AccMe and any impact from thinking done or decisions you make via your use of AccMe.

Confidentiality And Privacy

Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2. Each party's obligations under this clause will survive termination of these Terms.
3. The provisions of clauses 4.1 and 4.2 shall not apply to any information which:
   1. is or becomes public knowledge other than by a breach of this clause;
   2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
   3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
   4. is independently developed without access to the Confidential Information.

Privacy

AccMe maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at http://www.AccMe.co/privacy-policy and you will be taken to have accepted that policy when You accept these Terms.

Intellectual Property

General

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of AccMe (or its licensors). You are unable to use AccMe questions yourself unless you get express permission from AccMe. AccMe reserves the rights to all questions that it shares with users.

Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the AccMe Access Fee when due. You grant AccMe a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

Backup of Data

You must maintain copies of all Data inputted into the Service. AccMe adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. AccMe expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Services, You acknowledge that AccMe may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. AccMe shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Warranties And Acknowledgements

Acknowledgement

You acknowledge that:

1. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
2. AccMe has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You.
3. AccMe does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. AccMe is not in any way responsible for any such interference or prevention of Your access or use of the Services.
4. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

No warranties

AccMe gives no warranty about the Services. Without limiting the foregoing, AccMe does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

Consumer guarantees

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

Limitation Of Liability

1. To the maximum extent permitted by law, AccMe excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

Termination

Trial policy

When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, you may do so by contacting support@accme.co

Prepaid Subscriptions

AccMe will bill you at the start of the month for the current month once you sign up as a paying user. Your date charged will be related to the day that you sign up to AccMe as a paying user and you will then be billed once a month from then (so you pre-pay for the next month every month and so on). AccMe will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription. If you choose to take up the annual plan, you will be billed at the date that you commit to the annual plan and then will be billed once per annum, 12 months later unless you cancel your subscription before the next anniversary date of annual billing. If you cancel your annual AccMe subscription within your annual paid period, you will not receive a refund on any un-used time portion of AccMe.

No-fault termination

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3 At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 10 days before the end of the relevant payment period.

Breach:

If You:

1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied ; or

AccMe may take any or all of the following actions, at its sole discretion:

1. Terminate this Agreement and Your use of the Services and the Website;
2. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
3. Suspend or terminate access to all or any Data.
4. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(3) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

Accrued Rights

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will immediately cease to use the Services and the Website.

Expiry or termination

Clauses 3.1, 3.3, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

Help Desk

Technical Problems

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting AccMe. If You still need technical help, please check the support provided online by AccMe on the Website or failing that email us at support@accme.co

Service availability

Whilst AccMe intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason AccMe has to interrupt the Services for longer periods than AccMe would normally expect, AccMe will use reasonable endeavours to publish in advance details of such activity on the Website.

General

Entire agreement

These Terms, together with the AccMe Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and AccMe relating to the Services and the other matters dealt with in these Terms.

Waiver

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment

You may not assign or transfer any rights to any other person without AccMe's prior written consent.

Governing law and jurisdiction

If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.

Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to AccMe must be sent to support@accme.co or to any other email address notified by email to You by AccMe. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

Rights of Third Parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.