Addendum: Oxygen Feedback Publisher Additional Terms
This Publisher Additional Terms (the "Addendum") is a part of Oxygen Feedback Terms of Service (the "Agreement") and applies to your use of the Publisher features of the Platform. In case of a contradiction between the Agreement and this Addendum, the latter will prevail.
Now, therefore it is agreed as follows:
1. Definitions
Capitalized terms not otherwise defined in the Addendum shall have the meaning given to them in the Agreement. For the purposes of this Addendum, the following additional definitions apply:
“Site” means the web site of the Platform located at , and other select domains owned by Us.
“Subscription Plan” means the various subscription plans offered by Us for use of the Platform, including the trial or beta plans. A description of each Subscription Plan that is currently offered by Us is advertised on our Site and we may vary this from time to time.
“Subscription Term” means the period of effectiveness of the Subscription Plan.
"Role" means important privileges and controls over the use of the Platform on the corresponding Publisher Sites. There are several types of roles, such as moderators and admin roles, all of whom are defined within the Platform. For more information on the rights, permissions and definition of each of the various types of roles, visit our Site documentation.
2. Publisher Account
You must apply for an Publisher Account in the name of a Publisher with the express authority of that Publisher. The Publisher shall be the contracting party under this Agreement and shall be responsible for paying all fees associated with that Publisher Account.
With a Publisher Account, and depending on the Subscription Plan governing Your account, You have access to certain features, including but not limited to: (i) adding Platform functionality on Your Publisher Sites; (ii) invite and assign Roles to other Accounts registered on the Platform in relation with Your Publisher Sites ("Authorized Users").
Responsibility for Authorized Users. You are solely liable and responsible for controlling whom You permit to become an Authorized Users. The Authorized Users are, severally and jointly, deemed as Your authorized representatives in respect of their activities on the Platform for Your Publisher Sites, and any decision or action made by any Authorized Users, is deemed as a decision or action of You.
3. Proprietary Rights
Subject to the terms and conditions of this Agreement, We hereby grant to You a non-exclusive, non-transferable, limited license, without right to sub-license, for the Subscription Term, to access and use the Platform in accordance with this Agreement, solely for Your internal business operations, and subject to the license metrics and other scope limitations specified in the applicable Subscription Plan. We reserve all other rights not expressly granted in this Agreement.
You represent and warrant that you are i) the legal owner of the Publisher Sites as specified in your Publisher Account site configurations or (ii) an employee of the legal owner of the Publisher Sites that has obtained express written permission from the legal owner of the Publisher Sites in connection with the use of the Platform with the aforementioned domain. Without derogating from any other provision in this Agreement, You expressly agrees to indemnify Syncro from any claims, losses, damages, including by any third party, arising from or in connection with the use of the Platform with the specified Publisher Sites.
API Use. We may offer an application programming interface that provides additional ways to access and use the Platform ("API"). Such API is considered a part of the Platform, and its use is subject to this Agreement. You may only access and use our API for your internal business purposes, in order to create interoperability and integration between the Platform and other products, services or systems you use internally. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
4. Fees and Payment Terms
Subscription Fees. The prices, features, and options of the Platform depend on the Subscription Plan you select. By purchasing a Subscription, (i) you agree to pay all applicable Subscription Fees and other charges in accordance with your selected Subscription Plan, pursuant to the renewal and termination provisions described below (including any applicable taxes, such as sales tax), and (ii) you agree that you are only entitled to the features applicable to the Subscription Plan that you select at the time you purchase a Subscription. No charge for use of the Platform will be made during any ‘free trial’ period or any ‘beta trial’ period, if available.
Automatic Renewals. Our Subscription Plans automatically renew for additional periods equal to the expiring subscription term unless they specify otherwise. If you purchase a Subscription Plan it will automatically renew, unless, prior to the end of the current Subscription Term: (a) you terminate your Publisher Account; (b) you set your Publisher Account to not auto-renew; (c) we decline to renew your Subscription Plan, or (d) this Agreement is otherwise properly terminated as expressly permitted herein. Each renewal period is a “Renewal Term.” You authorize Us to collect the then-applicable fees and any taxes for a Renewal Term by processing your credit card (or invoicing you, if applicable). The Authorization continues through your Subscription Term and any Renewal Term until you cancel as set forth in Section 14.5.a of this Agreement.
Payment by Credit Card. By registering for or subscribing to a Subscription Plan and providing billing information during checkout or otherwise, you grant Us and Our authorized third-party payment processors or authorized resellers the right to process payment for your Subscription Fee via the credit card account you provided as set forth in this Agreement.
Payment by Invoice. If You select to be invoiced during checkout rather than paying via credit card, your Subscription Fee will be billed as of the effective date of your initial checkout (or sales order, as applicable) and the anniversary thereof. You hereby agree the Subscription Fee is due as of the date of any of our invoice, payable within thirty (30) days of said date.
Disabling Automatic Renewal. You may disable Automatic Renewal by emailing sales@oxygenxml.com, or disabling Automatic Renewal in your Publisher Account settings. Disabling Automatic Renewal will cause us to stop automatically renewing your Subscription Plan at the end of the then-applicable Subscription Term. You will still be able to use the Platform until the end of your current Subscription Term.
Suspension Because of Nonpayment. If payment is not received within the required time period, or if we are unable to renew your Subscription Plan based on inaccurate or outdated payment information (because for example Your credit card has expired), we reserve the right to suspend Your access to the Platform until payment is received. We may close your Publisher Account permanently and terminate this Agreement and take such other action as appropriate if we are unable to process your payment information and you do not provide an alternative form of payment upon Our request.
Refunds. Except as otherwise specified in this Agreement, all or any portion of the Subscription Fee, whether paid monthly or annually, is non-refundable. Exceptions for extenuating circumstances may be considered by emailing sales@oxygenxml.com; however, we are in no way required to refund you any portion of the Subscription Fee.
Price Changes. We may change the fees charged for the Platform at any time, provided that, for services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. We will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective. Changes posted on our website shall take effect for you from your next billing cycle i.e. You will only be subject to price increases after the period that you have already paid for. You acknowledge that expiration of any discount or incentive programs to which You were previously entitled do not constitute fee increases.
Tax Responsibility. All payments required by this Agreement are stated exclusive of all taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You shall be responsible for and bear Taxes associated with your purchase of, payment for, access to or use of the Services. Taxes shall not be deducted from the payments to Us, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, We receive and retain (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. You hereby confirm that We can rely on the name and address set forth in your registration for a Subscription Plan as being the place of supply for sales tax purposes. Ours and your obligations under this Section shall survive the termination or expiration of this Agreement.
Excessive Usage. We shall have the right, including without limitation where we, at our sole discretion, believe that You have misused the Platform or otherwise use the Platform in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription Plans in different pricing and/or impose additional restrictions as for the storage and use of the Platform, including, without limitation, restrictions on network traffic.
5. Term and Termination
Term.This Addendum commences on the date You accept it and continues until your Subscription Plan expires or your use of the Platform ceases (including as a result of termination in accordance with this section 5), whichever is later. If You elect to use the Platform for a free trial or beta period and do not purchase a Subscription Plan before the end of that period, this Addendum will terminate at the end of the free trial or beta period.
Termination by You. In addition to Section 8.3 of the Agreement, if You terminate your annual Subscription Plan within the first thirty (30) days of the Subscription Term, you may submit a written request to Us for a refund of the fees paid by you to Us. We have no obligation to consider refund requests related to a termination of a Subscription Plan if the termination does not occur in the first 30 days of the relevant Subscription Plan.