PLEASE READ THESE TERMS AND CONDITIONS (THE "AGREEMENT") CAREFULLY BEFORE USING THE SERVICES. BY CLICKING ON THE "SIGN UP" BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOUR USE OF THE SITE AND THE SERVICES OFFERED BY Aphalina SHALL ALSO CONSTITUTE ASSENT TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THIS AGREEMENT, YOU WILL HAVE NO RIGHT TO USE THE SITE OR THE SERVICES DESCRIBED HEREIN.
The Web pages available at http://grapholite.com, and all linked pages ("Site"), are owned and operated by Aphalina ("Aphalina"), and are accessed by you ("User") under the following terms and conditions.
Aphalina reserves the right, at its discretion, to modify the Agreement or Services (as defined below) or Content (as defined below) at any time by posting a notice on the Site, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by User following such notification constitutes User's acceptance of the terms and conditions of this Agreement as modified.
Violation of any of the terms below will result in the termination of your Account. While Aphalina prohibits such conduct and Content on the Service, you understand and agree that Aphalina 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.
Subject to the terms and conditions of this Agreement, Aphalina may offer to provide certain services and content, as described more fully on the Site, and which are selected by User through the process provided on the Site ("Services"). Services shall include, but not be limited to, any services Aphalina performs for User, as well as the offering of any materials displayed or performed on the Site (including, but not limited to diagrams, text, graphics, news articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") on the Site. User understands that the Content provided as part of the Services is the sole responsibility of the person from which such content originated. Aphalina may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature, database, or content. Aphalina may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability.
User should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the third parties who provide that Content to Aphalina (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Aphalina or by the owners of that Content, in a separate agreement.
The Site is protected by copyright as a collective work and/or compilation, pursuant to copyright laws, international conventions, and other copyright laws. User may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this section of the Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content (except as expressly permitted), software, materials, or Services in whole or in part. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.
Aphalina does not claim ownership rights in any Content that User chooses to post to the Site ("User-generated Content"). After posting User-generated Content to the Site, User continues to retain all ownership or license rights in such Content. However, User acknowledges and agrees that if User uses any of the Services to contribute User-generated Content to the Site, Aphalina is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content and the name User submits in connection with such Content (including all related intellectual property rights) and to allow others to do so. Aphalina claims no intellectual property rights over the material User provides to the Service. User's profile and all User-generated Content uploaded by User remain the property of User. User can remove its User-generated Content from the Site at any time. By designating User-generated Content (including, but not limited to, posted diagrams or diagram templates) as "published" or "public", User hereby grants to Aphalina and each user of the Aphalina Service a non-exclusive, worldwide, royalty-free, transferable, perpetual license to view, share, transmit, copy, and otherwise fully exploit all User-generated Content. You confirm and warrant to Aphalina that you have all the rights, power and authority necessary to grant the above licenses to the User-generated Content you post to the Site.
As a condition of use, User promises not to use the Services for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably intended by Aphalina. By way of example, and not as a limitation, User agrees not to use the Services:
Aphalina may remove any Content and Aphalina accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report Terms of Use abuse, please email: support@grapholite.com. User, not Aphalina, remains solely responsible for all Content that User uploads, posts, e-mails, transmits, or otherwise disseminates using, or in connection with, the Services. User acknowledges that all Content that User accesses using the Services is at User's own risk and User will be solely responsible for any damage to any party resulting therefrom.
Some of the Services on the Site require payment of fees. User shall pay all applicable fees, as described on the Site in connection with such Services selected by User. Aphalina reserves the right to change its prices and to institute new charges at any time, upon prior notice to User, which may be sent by email or posted on the Site. User authorizes Aphalina, directly or through third parties, to make any inquiries it considers necessary to validate User's account and financial information. The Service is billed in advance on a monthly basis or annual basis and is non-refundable. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Aphalina does not accept any liability for such loss.
Subject to the terms of this Agreement, User may cancel any Service User has paid for at any time during the current unexpired subscription period of the Service by submitting a cancellation request. Aphalina will refund 100% of the fees paid for the current unexpired subscription period of the Service within thirty (30) days of receiving a cancellation request, and such refund will be credited to the payment source User last provided for purchase of the Service.
Aphalina will be entitled to rely on a cancellation request that appears legitimate and cancel the Service on that basis. Aphalina's responsibility for improper cancellation is limited to reinstating User's access to the Service upon User's request. For the avoidance of doubt, under no circumstance will Aphalina refund expired subscription periods. Aphalina's Product Satisfaction Guarantee, as currently published herein, represents Aphalina's sole obligation with respect to Service refunds.
User acknowledges that Aphalina has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content User accesses via the Site; what effects the Content may have on User; how User may interpret or use the Content; or what actions User may take as a result of having been exposed to the Content. User releases Aphalina from all liability for User having acquired or not acquired Content through the Site. The Site may contain, or direct User to sites containing, information that some people may find offensive or inappropriate. Aphalina makes no representations concerning any content contained in or accessed through the Site, and Aphalina will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
User will indemnify and hold Aphalina, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of User's access to the Site, use of the Services, the violation of this Agreement by User, or the infringement by User, or any third party using the User's account, of any intellectual property or other right of any person or entity.
IN NO EVENT SHALL Aphalina BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE FEES PAID BY SUBSCRIBER FOR SUCH SERVICES; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES.
Either party may terminate the Services at any time by notifying the other party by any means. Aphalina may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Upon termination of the User's account, User's right to use the Services, access the Site and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Canceling a paid account will automatically convert it to a Free account with the requisite features and capabilities. Any additional content may be deleted from the Service upon cancellation. Aphalina shall not remove the content intentionally, but it doesn't guarantee proper storage of the content. Canceling a Free account will cause your account and all associated content to be deleted from the Service. This information can not be recovered once your account is canceled.
Aphalina will remove infringing materials in accordance with the DMCA if properly notified that the submitted content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Aphalina by sending a message to support@grapholite.com. Your email must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
If you believe that your work has been removed or disabled by mistake or misidentification, please notify Aphalina in writing by emailing us at support@grapholite.com. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability. If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Aphalina shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Aphalina's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Aphalina's prior written consent. Aphalina may transfer, assign or delegate this Agreement and its rights and obligations without consent. If the User is a paid Premium User, the User grants Aphalina the right to include the User's name as a customer on Aphalina's website and other promotional material in relation to the Software. Within thirty (30) days of the User's written request, Aphalina will remove the User's name from its website customer list and will make no further reference to the User in any future material promoting the Software. This Agreement shall be governed by and construed in accordance with the laws without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Aphalina in any respect whatsoever.