Cirrus Insight Terms of Service.

Version: 1907.B

By using the Cirrus Insight web site and application (the “Service”) by CirrusPath, Inc. (the “Cirrus Insight”), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”). For clarity, all references to “we”, “us”, or “our” will be construed to mean Cirrus Insight and any reference to “you” or “your” will refer to you as the user of the Service.

Cirrus Insight reserves the right to update and change the Terms of Service from time to time without notice by posting an amended Terms of Service. You can review the most current version of the Terms of Service at any time at https://cirrusinsight.com/terms. Violation of any of the terms may result in the termination of your Account.

All rights not expressly granted in these Terms of Service are reserved by us and our licensors.

Requirements

The requirements for using our Service reflect the requirements of Gmail, Microsoft, and Salesforce. In addition to those requirements (or, if there is a conflict between those requirements), you agree to use the Services, only for your own internal purposes, in accordance with these Terms of Service, including, but not limited to, the following:

1. You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign-up process.
2. Your login may only be used by one person.
3. You agree not to access (or attempt to access) the Services by any means other than through the interface we provide, unless you have been specifically allowed to do so in a separate agreement.
4. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
5. If you use Salesforce and purchase our Salesforce integration, it entitles you to use the Service with one Salesforce organization.
6. You are responsible for maintaining the security of your account and password. Cirrus Insight cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
7. 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 your jurisdiction.
8. You must not transmit unsolicited email, SMSs, or “spam” messages.
9. You may not attempt to copy or otherwise reverse engineer the Service.

Payment, Refunds, Upgrading and Downgrading

1. A valid credit card or agreement to pay by invoice is required for paying accounts. You agree to the credit card charge or other payment mechanism selected prior to a renewal term.
2. An upgrade to any paying plan will end your free trial. You will be billed for your first term immediately upon upgrading.
3. Fees are due at the beginning of the term or upon invoice and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused.
4. If you are a new user under an organization that has an existing account with Cirrus Insight, you will be allocated a license if there are unallocated licenses available. In that case, the 14-day free trial does not apply. If there are no unallocated licenses under the existing account, you will receive a 14-day free trial and you can then sign up for a paid plan.
5. For any upgrade or downgrade in plan level, your credit card or payment mechanism selected will automatically be charged the new rate.
6. For purchases of additional seats, your credit card or payment mechanism selected will automatically be charged for the term.
7. Deactivating users on a license does not alter the purchased seat count and you will be billed for the original total. Please reach out to chat support, cirrusinsight.com/support, or the assigned account owner if you would like to reduce your number of purchased seats.
8. Downgrading or canceling your Service may cause the loss of features of your account. Cirrus Insight does not accept any liability for such loss.
9. The fees charged by Cirrus Insight are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If Cirrus Insight is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods, and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Cirrus Insight or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

Cancellation

1. You are solely responsible for properly changing or canceling your account 30 days prior to the renewal date. You may change or cancel by submitting a request using the live chat available on our website. 
2. The Service is billed in advance on a monthly or annual basis and automatically renews at the end of your paid term. If you cancel the Service before the end of your paid term, your cancellation will take effect at the end of your paid term and you will not be charged again.
3. There will be no refunds or credits for any unused portion of the term for early termination.
4. Deactivating all users on a license/account does NOT cancel your account. All account cancellations must be requested by submitting a request through our live chat. 
5. Cirrus Insight, 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, or any other Cirrus Insight service. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account. Cirrus Insight reserves the right to refuse service to anyone for any reason at any time.
6. If, at any time, the fees you owe Cirrus Insight are more than 30 days delinquent, Cirrus Insight will suspend your account until payment is made in full.

Modifications to the Service and Prices

Cirrus Insight reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

1. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change. Notice may be provided at any time by posting the changes to the Cirrus Insight web site, by email, and/or in the Service itself.
2. Cirrus Insight shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Monitoring

We reserve the right, but not the obligation, to monitor your access and use of the Service without notification to you. In addition, we may, but have no obligation to, terminate accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

Copyright, Trademarks, and Content Ownership

The material provided by the Service is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property in the content is owned by Cirrus Insight and/or others. Except for the limited rights granted herein, all other rights are reserved. In addition:

1. We claim no intellectual property rights over your CRM data. Your CRM data remains yours.
2. Cirrus Insight and the Cirrus Insight logo, Assistant.to and the Assistant.to logo, Attach.io and the Attach.io logo are trademarks of Cirruspath, Inc. All other trademarks are the property of their respective owners.
3. Salesforce, Force.com, Sales Cloud, Service Cloud, Chatter, and others are trademarks of Salesforce.com, Inc. and are used here with permission.
4. The look and feel of the Service is the property of Cirrus Insight. All rights reserved. You may not duplicate, copy, or reuse any portion of the code or visual design elements without express written permission from Cirrus Insight.

General Conditions

1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
2. Cirrus Insight makes its best effort to support changes by Google, Microsoft, and Salesforce.
3. You understand that Cirrus Insight uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Cirrus Insight customer, employee, member, or officer will result in immediate account termination.
5. You understand that the technical processing and transmission of the Service involves (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
6. The failure of Cirrus Insight 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 Cirrus Insight and govern your use of the Service, superseding any prior agreements between you and Cirrus Insight (including, but not limited to, any prior versions of the Terms of Service).
7. We will not be liable for any damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, internet disruptions, hacker attacks, or communications failures.
8. Any new features added to the Service, including the release of new pages, applications, and pricing shall be subject to the Terms of Service. YOUR CONTINUED USE OF THE SERVICE AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES AND WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATIONS.

Warranty Disclaimers

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES, THE SERVICE AND ITS CONTENT ARE PROVIDED “AS-IS” AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO SUCH SERVICE OR CONTENT, EXCEPT AS MAY BE PROVIDED IN ANY SUCH SEPARATE WRITTEN AGREEMENT. CIRRUS INSIGHT AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CIRRUS INSIGHT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE SERVICE OR ITS CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THESE TERMS OF SERVICE. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL CIRRUS INSIGHT AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR ITS CONTENT, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION REGARDLESS OF CAUSE, EVEN IF CIRRUS INSIGHT HAS BEEN PREVIOUSLY 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 PURCHASE 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, OR (E) ANY OTHER MATTER RELATING TO THE SERVICE.

Dispute Resolution

Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to these Terms of Service or a breach thereof will be submitted to and finally resolved by an arbitrator under the rules of the American Arbitration Association (“AAA”) then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration will take place in Wake County in the State of North Carolina, USA, and may be conducted by telephone or online. The arbitrator will apply the laws of the State of Delaware to all issues in dispute. The controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator will be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $1000.00.

Jurisdiction and Venue

The courts of Wake County in the State of North Carolina, USA, and the nearest U.S. District Court in the State of North Carolina will be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms of Service.

Controlling Law

These Terms of Service will be controlled under the laws of the State of Delaware, USA, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Consumer Rights Information

Pricing information will be posted as part of the ordering process for the Service. We maintain specific contact information including an email address for notification of complaints and for inquiries regarding pricing policies. All correspondence should be addressed to our agent for notice at the following address:

Notification of Consumer Rights Complaint or Pricing Inquiry

Cirruspath, Inc.

PO Box 27405, Raleigh, NC 27611

Email: compliance@cirrusinsight.com

You may contact us with complaints and inquiries regarding pricing and we will investigate those matters and respond to those inquiries.

The types of personal data we collect include your Salesforce username and ID, organization name and ID, Salesforce edition, and other basic personal and company information that Salesforce collects which typically includes name, phone number, and email.

Our use of personal data is limited to providing our service, billing our customers, supporting our customers, and improving our service through research and development. We do not rent, sell, trade, or disclose private information to third parties without your consent. We are required to disclose personal information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

As posted on our trust web page (cirrusinsight.com/trust), we provide commercially reasonable and appropriate measures to protect your data from loss, misuse, unauthorized access, disclosure, alteration and destruction.

Through the acts of signing up or cancelling our service, customers can control our access to the basic personal information we collect. Additionally, users can revoke OAuth in Salesforce and/or Google for Work and/or Microsoft Office 365 which will remove Cirrus Insight’s access to those systems.

JAMS is the independent dispute resolution body designated to address complaints and provide appropriate recourse.

As participants in the Privacy Shield Framework, we are subject to the investigatory and enforcement powers of the FTC, the Department of Transportation or any other U.S. authorized statutory body. In the event of a dispute, there is the possibility, under certain conditions, for the individual to invoke binding arbitration.

We adhere to the requirements for onward transfers to third parties as stated in the Privacy Shield Framework.

Questions

Questions about the Terms of Service, general inquiries, or suggestions may be sent to https://cirrusinsight.com/contact.