This Software as a Service Agreement (the “Agreement”), is a binding agreement between Opencontour, Inc., doing business as RangeFile, a Delaware corporation (“Provider” or the “Company”), and the person or entity authorized to access the Services by “Customer.” Provider and Customer are collectively referred to as the “Parties” and individually as a “Party.” This Agreement is effective as of the date set forth on the Proposal (the “Effective Date”).
Provider provides the services solely on the terms and conditions set forth in this Agreement, and Customer’s access to and use of the Services constitutes acceptance of this Agreement. By creating a user account with Provider, Customer agrees to be legally bound by this Agreement, represents that they have the legal authority to enter into this Agreement and confirm that they meet the minimum age requirement to enter into a legally binding contract. If Customer does not agree to these terms, Provider does not grant the right to access and use the Services, and Customer must not use the Services or Documentation.
"Authorized User": Any individual who is authorized to access the Services by Customer. Each User must use a unique identity to access and use the Services and may access the Services only to the extent accessed by Customer.
"Customer Data": Information, data, and other content submitted, posted, or transmitted by or on behalf of Customer or an Authorized User through the Services.
"Documentation": Provider’s end-user documentation related to the Services.
"Provider IP": The Services, Documentation, and any related intellectual property. For clarity, Provider IP does not include Customer Data.
"Services": The software-as-a-service modules provided by RangeFile.
Provision of Access: Subject to the terms of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, limited to Customer’s internal use. Provider will supply necessary credentials for access, and Authorized Users are limited to the number specified in the Proposal unless otherwise agreed.
Documentation License: Provider grants Customer anon-exclusive, non-sub licensable, non-transferable license to use the Documentation for internal business purposes in connection with the Services.
Use Restrictions: Customer shall not copy, modify, reverse-engineer, disassemble, or sublicense the Services or Documentation beyond the scope provided in this Agreement. Customer shall not allow unauthorized use that infringes intellectual property or violates laws.
Reservation of Rights: Provider reserves all rights not explicitly granted in this Agreement.
Suspension: Provider may temporarily suspend access to the Services if: (i) Provider detects a security threat, illegal activity, or Customer’s use that risks disrupting services; or (ii) required by third-party vendor suspensions. Provider will attempt to notify Customer of any suspensions.
Customer Responsibilities: Customer is responsible for all use of the Services by Authorized Users and for maintaining the security of access credentials.
Subscription and Billing: Some Services are billed on a subscription basis, recurring monthly or annually based on Customer’s selected plan. Unless canceled by Customer, subscriptions renew automatically at the end of each billing cycle.
Payment Method: Customer must provide valid billing information, authorizing Provider to charge the Subscription fees.
Automatic Billing Failure: If automatic billing fails to occur for any reason, the Customer will be notified, and an electronic invoice will be issued, indicating that manual payment is required within a specified period (typically 10-15 days) to maintain access to the Services. If payment is not received within this period, Provider reserves the right to suspend or terminate Customer's access to the Services until full payment is made. Provider may charge a late fee or interest on the unpaid amount, as permitted by applicable law, and Customer is responsible for any fees incurred due to the payment failure, including but not limited to any additional processing fees.
Payment Processing Fees: In addition to Stripe's transaction fees, the customer will incur a 1% payment processing fee on successful transactions.
Fee Changes: Provider reserves the right to modify subscription fees, with reasonable notice before any change takes effect. Your continued use of the Service after the Subscription fee change indicates your agreement to pay the updated Subscription fee.
Customer Data is securely stored on AWS infrastructure, including Amazon S3, EC2 instances, and a MySQL database. The Provider will implement and maintain security measures in line with industry best practices to safeguard Customer Data. However, the Provider shall not be held liable for data breaches or losses arising from circumstances beyond its reasonable control.
Provider IP: Provider retains ownership of all Provider IP.
Customer Data: Customer retains ownership of Customer Data but grants Provider a license to process and display it as needed to provide the Services.
RangeFile uses open-source software components licensed under their respective terms. We respect and comply with all applicable open-source licenses.
A full list of open-source components and their corresponding licenses is maintained and available upon request. Please contact us at support@rangefile.com if you require this information.
The Services are provided “as-is.” Provider disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Provider its branches, subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components, or d) the results of using the Service will meet your requirements.
NEITHER PROVIDER NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF NOTION IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
PROVIDER’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. PROVIDER IS NOT LIABLE FOR INDIRECT DAMAGES.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY PROVIDER TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED.
Some jurisdictions do not allow the exclusion or limitation of damages. This Section (Limitations of Liability) will apply to Customer solely to the extent not prohibited by applicable law.
This Agreement shall begin on the Effective Date and continue for so long as Customer maintains an active Subscription to the Services or the Agreement is otherwise terminated per the terms herein.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
You may cancel your subscription at any time. When you cancel, your subscription will remain active until the end of your current billing cycle, after which it will not renew. You will continue to have access to your subscription benefits until that time.
Refunds:
Except where required by law, all paid subscription fees are non-refundable. This applies even if you cancel before the end of your billing cycle.
This Agreement is governed by the laws of the State of Utah. Any disputes will be handled exclusively in Utah courts.
Contact Us.
If you have any questions about this Terms, please contact us.
.svg)
