Terms of service

March 2015 Version

By using the Compellio Modeler Software Application ("Service"), or any services of Compellio S.A. (Compellio), you are agreeing to be bound by the following terms and conditions ("Terms of Service").

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, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

If you are using the Service based on a specific explicit or implicit agreement between you and Compellio S.A., or a partner of Compellio S.A., the terms and conditions of the specific agreement and its potential revisions supersede the terms herein.

If Compellio makes material changes to these Terms, we will notify you by email or by posting a notice on our site before the changes are effective. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://compell.io/terms

Violation of any of the terms below will result in the termination of your Account. While Compellio prohibits such conduct and Content on the Service, you understand and agree that Compellio cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

Terminology

User: A person who has access via registration to the Service. A User can participate in several Projects.
Project: A clearly identified initiative from one or more persons aiming at identifying, modelling and validating a business opportunity.
Owner: A User, whether physical person or legal entity, who has paid for acquiring a license for using the Compellio Modeler Software Application
Content: Material created by Users when using the Service.

1. Use of the service

Your login may only be used by one person, a single login by multiple people is not permitted.

You are responsible for maintaining the security of your account and password. Compellio cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

You are responsible for all Content posted and activity that occurs under your account and the Projects Owned by you, even when Content is posted by Users who are not affiliated with, or are businesswise related to you.

You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in its jurisdiction (including but not limited to copyright or trademark laws).

2. Payment and upgrading terms

All paid plans must enter a valid payment account. Users working by invitation only are not required to provide payment account information.

An upgrade from a free plan to any paying plan will immediately bill you.

The Service is billed in advance on a yearly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

When subscribing to a given plan it is not possible to downgrade.

For upgrades while in your yearly billing cycle, Compellio will immediately charge the difference in plan cost, prorated for the remaining time in your billing cycle.

In case of non-renewal the Service expires at the term of the current billing cycle.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. For some B2C subscription plans, if you are established in a country where Value-Added Tax (VAT) applies, VAT may already be included in the final price of the Service. In such cases the Service would clearly indicate the kind of taxes that are included in the final price.

3. Cancellation, deletion and termination

You are solely responsible for properly cancelling your subscription to the Service. An email request to cancel your account is not considered cancellation.

If you cancel your subscription before the end of your current paid cycle, your cancellation will take effect immediately and you will not be charged again.

You may delete your account at any moment. In case of deletion of your Content will be immediately removed from the Service. This information cannot be recovered once your account is deleted. Deleting your account implies irrevocable loss of all your current subscriptions.

Compellio will not refund you in case of accidental deletion of your account.

Compellio in its sole discretion has the right to suspend or terminate your account and refuse any and all current or future use of the Service in case of non-respect of the present agreement at any time. Such termination of the Service will result in the deactivation or deletion of your account or access to your account, and the forfeiture and relinquishment of all Content in your account. Compellio reserves the right to refuse service to anyone for any reason at any time.

4. Modifications to the service and prices

Compellio reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice.

Modifications of the Services, including but not limited to the features offered, the structure of subscription plans, the prices of all Services, and the subscription plan fees to the Service are subject to change upon 30 days notice from Compellio. Such notice may be provided at any time by posting the changes to the Compellio site or the Service itself.

5. Copyright and Ownership of content

Compellio claims no intellectual property rights over the material you provide to the Service. Your profiles and materials uploaded remain yours. However, by using the Service you agree to allow other Users collaborating in the same Project to view your Content.

Compellio does not pre-screen Content, but Compellio and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.

You shall defend Compellio against any claim, demand, suit or proceeding made or brought against Compelio by a third-party alleging that Your Content, or Your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third-party or violates applicable law, and shall indemnify Compellio for any damages finally awarded against, and for reasonable attorney's fees incurred by, Compellio in connection with any such claim, demand, suit or proceeding; provided, that Compellio (a) promptly gives You written notice of the claim, demand, suit or proceeding; (b) gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Compellio of all liability); and (c) provides to You all reasonable assistance, at Your expense.

6. Intellectual property

Compellio reserves all intellectual property rights of the Service, including those attached to the underlying Software Source Code. The Service and all its Software constituent parts are copyright © 2014 Compellio S.A. All rights reserved. These intellectual property rights are related to the protection of software in particular as defined in article 1, paragraph 1 as well as article 31 of the loi modifiée du 18 avri 2001 sur les droits d’auteur, les droits voisins et les bases de données of the Grand Duchy of Luxembourg.

You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Compellio.

7. General conditions

You agree to use the Service at its sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis.

The Service is available in English. Other languages might be available in the future. Compellio reserves the right at any time to add or remove languages with or without notice.

Support for the Service is available in English or French, via email.

You understand that Compellio uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

The Service is delivered over the cloud. You have no obligation to install special software in order to use the Service besides the Chrome browser. Other browsers are support on a best effort basis.

Compellio will make its best efforts to ensure an acceptable level of service for the Users. Compellio reserves the right to migrate the service to different cloud providers to guarantee the best conditions for the delivery of the Service.

You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Compellio, or any other Compellio service.

Compellio may, but has no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Compellio customer, employee, member, or officer will result in immediate account termination.

You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Compellio does not warrant that (a) the Service will meet your specific requirements, (b) the Service will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the service will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (e) any errors in the Service will be corrected.

You expressly understand and agree that Compellio shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Compellio has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third-party on the service; (e) or any other matter relating to the service.

The failure of Compellio to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Compellio and govern your use of the Service, superseding any prior agreements between you and Compellio (including, but not limited to, any prior versions of the Terms of Service). However, if you are using the Service based on a specific B2B agreement between you and Compellio S.A. the terms and conditions of the specific agreement and its potential revisions supersede the terms herein.

8. Jurisdiction

You agree that these Terms of Service and Your use of the Service are governed under the laws of the Grand Duchy of Luxembourg.

You consent to seek an agreed settlement to any difficulty, which may arise with respect to the application or interpretation of the contractual clauses.

Any difficulties with respect to the interpretation, performance or termination of this agreement shall, in the absence of an agreed settlement, be brought before the Court of Luxembourg, to which territorial jurisdiction is hereby attributed, even in the event of third party proceedings or multiple defendants.