Effective Date: This Terms of Service (“Agreement”) is effective as of the date you first access or use any Almanax cloud-based service, or otherwise indicate acceptance.
These Terms of Service govern your use of the cloud-based services provided by Almanax, Inc. (“Almanax,” “we,” or “us”), a Delaware corporation. By accessing or using our Service, you agree to be bound by these terms. If you do not accept these terms, you must not use the Service.
3.1. Grant of Rights
Almanax grants you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business operations during the subscription term stated in your Order Form or in your account settings (collectively, the “Subscription Term”).
3.2. Usage Restrictions
You shall not:
3.3. Customer Obligations
You are responsible for keeping your login credentials confidential and for all activities that occur under your account. You agree to comply with applicable laws and regulations in your use of the Service.
4.1. Fees
Fees are described in your Order Form or online plan details. All fees are non-refundable unless otherwise noted in this Agreement.
4.2. Billing and Payment
You agree to pay fees in accordance with the billing schedule set forth in the Order Form or on the website. If payment is late, we may charge interest at one percent (1%) per month or the maximum rate allowed by law, whichever is lower.
4.3. Taxes
Fees do not include taxes. You are responsible for paying any applicable sales, use, value-added, or similar taxes (excluding taxes on Almanax’s net income).
5.1. Almanax Intellectual Property
All intellectual property rights in the Service belong to Almanax. This Agreement does not grant you any ownership interest in our software or related materials.
5.2. Customer Data
You retain all rights to your Customer Data. You grant Almanax a limited, non-exclusive right to process Customer Data solely to provide, maintain, and improve the Service or as otherwise requested by you.
5.3. Feedback
If you provide suggestions or feedback about the Service, Almanax may use such feedback without obligation to you.
6.1. Definition
“Confidential Information” includes non-public information disclosed by one party to the other that is marked or identified as confidential, or that would reasonably be understood to be confidential.
6.2. Obligations
Each party will (a) use the other’s Confidential Information only to perform under this Agreement; and (b) protect it using reasonable care.
6.3. Exceptions
Confidential Information does not include information that is or becomes publicly available without breach, was already in the receiving party’s possession without obligation, is independently developed, or must be disclosed by law (after notice to the disclosing party, if lawful).
7.1. Almanax Warranty
We warrant that the Service will perform in all material respects in accordance with any published documentation during the Subscription Term.
7.2. Remedies
If the Service does not meet this warranty, please notify us. We will use commercially reasonable efforts to correct or provide a workaround. If we cannot do so in a reasonable time, you may terminate the affected subscription and receive a prorated refund of prepaid fees for the remainder of the Subscription Term.
7.3. Disclaimer
EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE IS PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.1. Exclusion of Certain Damages
EXCEPT FOR BREACHES OF CONFIDENTIALITY OR MISUSE OF THE SERVICE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA), EVEN IF FORESEEABLE.
8.2. Liability Cap
EXCEPT FOR THE ABOVE EXCLUSIONS, EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID (OR PAYABLE) BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
9.1. By Almanax
We will defend you against any third-party claim alleging that the Service infringes a U.S. copyright, patent, or trade secret. We will pay damages awarded or agreed to in a settlement, provided:
9.2. Remedies
If the Service is found or believed by us to infringe, we may (i) obtain the right for you to continue using it, (ii) modify it to be non-infringing, or (iii) terminate the affected subscription and refund prepaid fees on a prorated basis.
9.3. Exclusions
We have no obligation where a claim arises from your misuse of the Service or use with unauthorized data, hardware, or software.
10.1. Term
This Agreement remains in effect for as long as you have an active subscription or continue using the Service.
10.2. Renewal
Subscriptions renew automatically unless otherwise specified in your Order Form or unless either party notifies the other of non-renewal at least thirty (30) days before the end of the then-current term.
10.3. Termination for Breach
Either party may terminate if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice.
10.4. Effect of Termination
Upon termination, your access to the Service ends, and all fees for the current term remain due. If requested, we will make your Customer Data available for retrieval per our data retention policy.
You agree that we may identify you as a customer (e.g., using your name or logo) in our marketing materials and on our website. You may request we cease such usage by contacting us in writing.
12.1. Governing Law & Venue
This Agreement is governed by California law, without regard to conflict-of-law rules. You consent to the non-exclusive jurisdiction of courts located in San Francisco, California.
12.2. Assignment
You may not assign or transfer this Agreement without our prior written consent. We may freely assign this Agreement.
12.3. Independent Contractors
We are independent contractors; this Agreement does not create any partnership, franchise, joint venture, or agency relationship.
12.4. Force Majeure
Neither party is liable for failure to perform due to causes beyond its reasonable control (excluding payment obligations), such as natural disasters, government actions, or internet disturbances.
12.5. Severability & Waiver
If any part of this Agreement is held invalid, the remaining parts remain effective. No waiver of any breach is a waiver of subsequent breaches.
12.6. Entire Agreement
This Agreement (including any Order Forms) is the entire agreement between you and Almanax regarding the Service. It supersedes any prior agreements or understandings. Amendments must be in writing and signed by both parties or posted by us (in which case your continued use of the Service constitutes acceptance of the updated terms).
12.7. Notices
All legal notices must be given in writing to the addresses or emails on record in your account or as stated on our Contact Page.
12.8. No Signature Required
By continuing to use or accessing the Service, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them without needing a written signature.