Terms of Service

1. UPDATES AND COMMUNICATIONS

1.1

We may revise these Terms or any additional terms and conditions that are relevant to a particular NinjaScan Service from time to time to reflect changes in the law or to the NinjaScan Services. We will post the revised terms on the Site with a "last updated" date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE NinjaScan SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2

You agree to receive all communications, agreements, and notices that we provide in connection with any NinjaScan Services ("Communications"), including, but not limited to, Communications related to our delivery of the NinjaScan Services and your purchase of or subscription to the NinjaScan Services, via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Site or through any NinjaScan Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

2. USAGE AND ACCESS RIGHTS

2.1 Eligibility to Use.

You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws (as defined in Section 11.3). You acknowledge that you are not permitted to use the Site if you cannot make these representations. If NinjaScan has previously prohibited you from accessing the Site or using the NinjaScan Services, you are not permitted to access the Site or use the NinjaScan Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, also refer to that organization or entity).

2.2 Limited License.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a NinjaScan Service ("Subscription Plan") when applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of NinjaScan, you may not access or use the NinjaScan Services without NinjaScan 's explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, NinjaScan grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each discrete Subscription Plan includes restrictions and requirements that outline the features that Customer will be able to access. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances.

3. OWNERSHIP

3.1 Intellectual Property.

The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

3.1.1

The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by NinjaScan and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of NinjaScan and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Site, shall, as between you and NinjaScan, at all times be and remain the sole and exclusive property of NinjaScan.

3.1.2

The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the "Trademarks") are registered and unregistered Trademarks of NinjaScan and others. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate NinjaScan 's sponsorship of or affiliation with any product, service, event, or organization without NinjaScan 's prior express written permission. NinjaScan acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Any rights not expressly granted in these Terms or on the IP Pages are reserved by NinjaScan, Inc.

3.1.3 Copyright.

NinjaScan respects copyright law and expects its users to do the same. If you believe that any content or material on the Site infringes copyrights you own, please notify us.

3.2 Software Use Restrictions.

Software available for downloading through the Site or third-party websites or applications (the "Software") is the copyrighted work of NinjaScan and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

4. RESTRICTIONS ON USE OF THE SITE

4.1

By using the Site, including any NinjaScan Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

4.1.1

Is illegal, or violates any federal, state, or local law or regulation;

4.1.2

Advocates illegal activity or discusses illegal activities with the intent to commit them;

4.1.3

Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

4.1.4

Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

4.1.5

Interferes with any other party's use and enjoyment of the Services;

4.1.6

Attempts to impersonate another person or entity;

4.1.7

Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;

4.1.8

Falsely states, misrepresents, or conceals your affiliation with another person or entity;

4.1.9

Accesses or uses the Account of another user without permission;

4.1.10

Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

4.1.11

Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the NinjaScan Services;

4.1.12

"Hacks" or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;

4.1.13

Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;

4.1.14

Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;

4.1.15

Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;

4.1.16

Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information;

4.1.17

Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;

4.1.18

Uses the NinjaScan Services for benchmarking, or to compile information for a product or service;

4.1.19

Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or NinjaScan Services, by any means except as provided for in these Terms or with the prior written consent of NinjaScan; or

4.1.20

Attempts to do any of the foregoing.

If you believe content on the Site violates the above restrictions, please contact us at admin@ninjascan.com.

4.2

In addition, Customers shall not, and shall not permit others to, do the following with respect to the NinjaScan Services:

4.2.1

Use the NinjaScan Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan;

4.2.2

License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the NinjaScan Services or NinjaScan's then-current technical and functional documentation for the NinjaScan Services ("Documentation") available for access by third parties except as otherwise expressly provided in these Terms; or

4.2.3

Access or use the NinjaScan Services or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the NinjaScan Services or (ii) allowing access to your Account by a direct competitor of NinjaScan.

4.3

You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.

4.4

You acknowledge that we have no obligation to monitor your -- or anyone else's -- access to or use of the Site for violations of these Terms, or to review or edit any content. However, except as otherwise expressly provided herein, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

5. PRIVACY

5.1 NinjaScan Privacy Policy.

You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the NinjaScan Privacy Policy (which can be found on our website).

5.2 Access & Disclosure.

Except as described in these Terms or applicable Corporate Terms: (i) We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process); and (ii) We may also share your information in situations involving potential threats to the physical safety of any person, violations of the NinjaScan Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of NinjaScan, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

6. TERMS SPECIFIC TO NinjaScan SERVICES

6.1 Right to Use NinjaScan Services.

Subject to these Terms, NinjaScan will provide the NinjaScan Services to Customers in accordance with each Customer's Subscription Plan, and NinjaScan grants to each Customer a limited non-exclusive, non-transferable right and license during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the NinjaScan Services; (b) implement, configure, and, through its Account Administrator(s), permit its Authorized Users to access and use the NinjaScan Services up to any applicable limits or maximums; and (c) access and use the Documentation.

6.1.1 Authorized Users.

Authorized Users of Customer must be identified by a unique email address and username and two or more natural persons may not use the NinjaScan Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the NinjaScan Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the NinjaScan Services solely to support Customer's internal business purposes.

6.1.2 Account Administrator.

Customer may assign and expressly authorize an Authorized User(s) as its agent to manage Customer's Account, and management of Customer's Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions ("Account Administrator"). Customer may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s) and may change its designation at any time through its Account.

6.2 Payment Terms.

6.2.1 Subscription Plan.

The prices, features, and options of the NinjaScan Services depend on the Subscription Plan selected as well as any changes initiated by Customer. NinjaScan does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice. NinjaScan payment plans are billed on an annual basis even if customer selects to make payments monthly. Customer will be responsible for paying for the entire year, regardless of Subscription Payment Plan chosen. The annual requirement, however, will not apply to companies directly contracting with NinjaScan for enterprise solutions. Notwithstanding the foregoing, a user will have the right to cancel the service after one month, provided that the user sends written electronic notice to admin@ninjascan.com within five calendar days of initially subscribing and paying for NinjaScan 's software.

6.2.2 No Refunds.

Except as expressly set forth in our Refund Policy on the website, customer will timely pay NinjaScan all fees associated with its Subscription Plan, Account, or use of the NinjaScan Services, including, but without limitation, by Authorized Users. Charges for Subscription Plans will be billed to Customer in advance. Charges for enterprise purchases will be paid in accordance with a specific contract separately executed between NinjaScan and the client.

6.2.3 Recurring Charges.

When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan through the payment method you provide, such as a credit or debit card. Customer must promptly notify NinjaScan of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES NinjaScan OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS ("AUTHORIZATION") FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER'S USE OF THE NinjaScan SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term (each as defined in Section 7.2.3, below) until Customer cancels as set forth in Section 7.2 of these Terms.

6.2.4 Late Fees & Collection Costs.

If NinjaScan does not receive payment from Customer's payment method, Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by NinjaScan to collect any amount that is not paid when due. NinjaScan may accept payment in any amount without prejudice to NinjaScan 's right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to NinjaScan may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from NinjaScan.

6.2.5 Invoices.

NinjaScan will provide billing and usage information in a format we choose, which may change from time to time. NinjaScan reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.

6.2.6 Billing Cycles.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations. Customer agrees that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from Customer's payment card issuer or App Store until submission of the accumulated charge(s). Please note that all individual Subscription Plans are commitments for an entire year, even if the customer chooses a monthly billing option.

6.2.7 Benefit Programs.

You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, "Benefits") through a business or government agreement with us ("Business Terms"). Any and all such Benefits are provided solely as a result of the corresponding Business Terms and such Benefits may be modified or terminated without notice. If you use the NinjaScan Services and a business or government entity pays your charges or is otherwise liable for the charges, you authorize us to share your account information with that entity and/or its authorized agents. If you are enrolled in a Subscription Plan or receive certain Benefits tied to Business Terms with us, but you are liable for your own charges, then you authorize us to share enough account information to verify your continuing eligibility for those Benefits and the Subscription Plan.

6.2.8 Tax Responsibility.

All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes ("VAT"), goods and services taxes ("GST"), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on NinjaScan 's net income (collectively, "Taxes"). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the NinjaScan Services. Where the responsibility to remit Taxes falls upon NinjaScan, the Taxes will be added to the payment and payable to NinjaScan at the same time as the payment. Taxes shall not be deducted from the payments to NinjaScan, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, NinjaScan receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that NinjaScan can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. NinjaScan 's and Customer's obligations under this Section 6.2.8 (Tax Responsibility) shall survive the termination or expiration of these Terms.

6.2.9 Intermediary Provider Billing.

If your Subscription Plan is based on intermediary provider billing, your intermediary provider will automatically charge your account monthly for the cost of the Subscription Plan and any applicable taxes. If you are not current with your Subscription Plan payments, we reserve the right to terminate your account, suspend your access to your Subscription Plan, or convert your Subscription Plan subscription to a non-subscription account. You will be responsible for paying all past due amounts.

6.2.10 Payment Identifier.

NinjaScan processes its transactions through its corporate name PixelFree Studio, GMBH. Please be aware that chages on your credit card mayl come through with the vendor identification of PixelFree Studio.

6.3 Data.

6.3.1 Data Generally.

You shall be responsible for data that you provide or use in NinjaScan Services. You are solely responsible for determining the suitability of the NinjaScan Services for your business or organization and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the NinjaScan Services and Site.

6.3.2 Personal Data.

Customer warrants that its collection and use of any personal information or data provided while using the Site complies with all applicable data protection laws, rules, and regulations. Customer and its Authorized Users acknowledge that NinjaScan may process such personal data in accordance with the NinjaScan Privacy Policy, except as provided in these Terms.

6.4 Customer Warranties.

Customer hereby represents and warrants to NinjaScan that: (a) it has all requisite rights and authority to use the NinjaScan Services under these Terms and to grant all applicable rights herein; (b) it is responsible for all use of the NinjaScan Services associated with its Account; (c) it is solely responsible for maintaining the confidentiality of its Account names and password(s); (d) it agrees to immediately notify NinjaScan of any unauthorized use of Customer's Account of which it becomes aware; (e) it agrees that NinjaScan will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) it will use the NinjaScan Services for lawful purposes only and subject to these Terms; (g) any information it submits to NinjaScan is true, accurate, and correct; and (h) it will not attempt to gain unauthorized access to the System or the NinjaScan Services, other accounts, computer systems, or networks under the control or responsibility of NinjaScan through hacking, cracking, password mining, or any other unauthorized means.

6.5 Confidentiality.

6.5.1 Confidential Information.

"Confidential Information" means (a) for NinjaScan and its Affiliates (defined in 7.2.5 below), the NinjaScan Services, EAP Services (if applicable) and Documentation; (b) for Customer and its Affiliates (defined in 7.2.5 below), Customer Data; (c) any other information of a party, including its Affiliates, that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the Recipient), or that due to the nature of the information the Recipient would clearly understand it to be confidential information of the disclosing party; and (d) any amendment to the specific terms and conditions of these Terms between the parties. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms by the Recipient; (ii) was rightfully in the Recipient's possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of the disclosing party's Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.

6.5.2 Restricted Use and Nondisclosure.

During and after the Subscription Term (defined in Section 7.2.3 below), the party receiving Confidential Information ("Recipient") will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its Affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

6.5.3 Required Disclosure.

If NinjaScan is required by law to disclose Confidential Information, NinjaScan will give prompt written notice to Customer before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist Customer to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

6.5.4 Ownership.

Notwithstanding any other provision of these Terms, NinjaScan acknowledges that, as between the parties, all Confidential Information it receives from Customer, including all copies thereof in Recipient's possession or control, in any media, is proprietary to and exclusively owned by Customer. Nothing in these Terms grants NinjaScan any right, title or interest in or to any of the Customer's Confidential Information. NinjaScan 's incorporation of the disclosing party's Confidential Information into any of its own materials will not render Confidential Information non-confidential.

7. TERM AND TERMINATION

7.1 Termination -- Site Visitors.

A Site Visitor may terminate its use of the Site at any time by ceasing further use of the Site. NinjaScan may terminate your use of the Site and deny you.