PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY IMPOSE LEGAL OBLIGATIONS ON YOU AND AFFECT YOUR RIGHTS WITH RESPECT TO THE USE OF ALOHI’S SERVICES INCLUDING WEBSITES, APPLICATIONS, SOFTWARES, SERVICES, AND PRODUCTS, INCLUDING REFUND POLICIES AND LIMITATION OF ALOHI’S LIABILITY.
ALOHI IS WILLING TO PROVIDE YOU SERVICES ONLY ON THE CONDITION THAT YOU READ AND AGREE TO THESE TERMS OF SERVICE, THE PRIVACY POLICY (HTTPS://WWW.ALOHI.COM/PRIVACY-POLICY/), AND THE PRODUCT-SPECIFIC TERMS (HTTPS://WWW.ALOHI.COM/PRODUCT-TERMS-SIGN/ AND HTTPS://WWW.ALOHI.COM/PRODUCT-TERMS-FAX/).
BY USING ALOHI’S WEBSITES, APPLICATIONS, SOFTWARES, SERVICES, PRODUCTS, AND OTHER PROPERTIES, YOU AGREE WITH THESE TERMS OF SERVICE, THE PRIVACY POLICY, AND THE SERVICE LEVEL AGREEMENT.
These Terms of Service (“Terms of Service”), together with our Privacy Policy (“Privacy Policy” https://www.alohi.com/privacy-policy/), the Product-Specific Terms (https://www.alohi.com/product-terms-sign/ and https://www.alohi.com/product-terms-fax/) and any other specific agreements that may be entered into (all of the aforementioned jointly referred to as “Alohi Terms”), govern the access to and use of Alohi’s Websites (www.alohi.com, www.fax.plus or www.sign.plus, referred to as “Alohi Websites”), web and mobile applications (FAX.PLUS and SIGN.PLUS, jointly referred to as “Alohi Products”), software, services, materials, products and other properties (collectively referred to as “Alohi Services”). All Services are provided by Alohi SA., a limited company incorporated under the laws of Switzerland (“we”, “us”, “our” or “Alohi”) to the customers, visitors and users of Alohi Services (“you”, “your” or “user”).
Alohi Terms may be subject to regular updates and changes, so please ensure that you check them on a regular basis. These Terms of Service set out the general conditions for rendering Alohi Services. The Privacy Policy explains how we collect and use your information and data. By using Alohi Services, you represent that you are at least eighteen (18) years of age and that you are legally capable and authorized to accept to be bound by Alohi Terms as an individual or as the representative of a legal entity. You also declare that you have read, understood, and do accept to be bound by Alohi Terms. In case you do not accept Alohi Terms you should not use Alohi Services.
1. OVERVIEW OF ALOHI SERVICES
1.1. Alohi Services. Alohi provides a suite of Alohi Products that allow customers to manage their communications and systems of agreements. Alohi Services enable customers to complete transactions using legally binding electronic signatures and send or receive fax online across various platforms.
1.2 Product-Specific Terms. Certain Alohi products have specific terms (“Product-Specific Terms”), which are available here at https://www.alohi.com/product-terms-sign/ and https://www.alohi.com/product-terms-fax/. In case of a conflict between the applicable Product-Specific Terms for a certain product and these Terms, the Product-Specific Terms will control.
2. USE OF ALOHI SERVICES
2.1. Account registration. You may access Alohi’s Websites or applications as a visitor for the purposes of viewing the information contained on Alohi’s Websites or applications or subscribing to Alohi Services. To use Alohi Products you need to register for an account via our web or mobile applications (“Account”) with any Alohi Products. Your Account can be used to login to all Alohi Products (SIGN.PLUS and FAX.PLUS). When doing so, you will be requested to provide us with personal information and data, which are governed by our Privacy Policy (https://www.alohi.com/privacy-policy/). The information and data that you provide to us must be accurate, current, and complete and you agree to keep it updated at all times.
2.2. Subscription Plans. You may subscribe to Alohi Services as a home or business user. Alohi Services are offered to you in various subscription plans (“Subscription Plans”). The detailed Subscription Plans can be found within the respective Alohi Products (https://www.sign.plus/pricing/ and https://www.fax.plus/pricing/). If you are not enrolled in one of the paid Subscription Plans, you acknowledge that we may delete collected and stored information and data, after a period exceeding two (2) years from time of creation. This action however will be done in accordance with applicable laws and regulations.
2.3. Authorized Users. If you are a legal person that has subscribed for Business or Enterprise Subscription Plans on Alohi Services, you may grant permission to one or more individuals, such as employees, contractors or agents (“Authorized User” or “Authorized Users”) to have unrestricted access and use Alohi Services on your behalf and under your credentials. You must ensure that, when using Alohi Services, Authorized Users comply with Alohi Terms and you declare to be personally responsible for any breach thereof by any Authorized User. With the exception made to the use of your Account by Authorized Users, as described above, you are not authorized to assign, resell, transfer or share your Account with any other person or entity for any purpose.
2.4. Users. You may only use Alohi Services provided that you are eighteen (18) years of age or older, that you are able to legally agree to Alohi Terms and that you are not a competitor to Alohi Services, or are in any way developing any competing and/or similar products or services.
2.5. Intellectual property and restrictions on use of content. The content of Alohi Websites and Alohi Services, such as all software, design, text, graphics and other items and materials, including the methods, selection and arrangements thereof (“Material”), are the exclusive property of Alohi and/or its subsidiaries, affiliates, assigns, licensors and the website’s design, hosting, network and programming vendors (collectively “Operational Service Providers”). The Material is protected, without limitation, pursuant to international copyright, trademark, and other applicable laws. The unauthorized access, utilization, copying, displaying or other use of any of the Material may violate one or more of these laws. We hereby grant you permission to access and use the Material from Alohi Websites in whole or in part, solely for your use, by viewing and browsing through the Alohi Websites or ordering products or services from the Alohi Websites. This permission terminates automatically if you breach any of Alohi Terms. If pursuant to an authorization from us you download software from the Alohi Websites, the software, including all codes, methods, files, images, contained in or generated by the software, and accompanying data, are deemed to be licensed to you by us. Neither title, nor intellectual property rights are transferred to you, but will entirely remain with us. You may not modify, resell, decompile, reverse engineer, disassemble, or otherwise convert the software to a perceivable form. We do not grant you any permission to use the Material other than the permission expressly stated in these Terms of Service. We reserve any licenses not specifically granted to you in these Terms of Service. Other than the applicable mobile applications and APIs, Alohi Products are offered as an online hosted product. Accordingly, you acknowledge and agree that you have no right to obtain a copy of the software used, operating or supporting any of Alohi Services and that we, at our sole and entire discretion, may make updates, bug fixes, modifications or improvements to Alohi Services from time-to-time.
2.6. User Data. You hereby represent and agree that your use of Alohi Services will be conducted in a legally compliant manner and that, by using Alohi Services you are not violating any third parties’ rights, including intellectual property, privacy, and publicity rights. Accordingly, you declare that you retain all right, title, and interest (including any intellectual property rights) in and to the content, information and data that you upload when using Alohi Services (“User Data”). You further represent and warrant that your collection and use of any personal information or data provided to us complies with all applicable data protection laws, rules, and regulations. If you receive any take down requests or infringement notices related to User Data, you must promptly: (i) stop using the related item through the Alohi Service; and (ii) notify us. If we receive any take down requests or infringement notices related to User Data, we may respond in accordance with our policies, and will notify and consult with you on next steps. To the extent necessary to provide Alohi Services or as otherwise permitted in Alohi Terms, you hereby grant us a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the User Data. You hereby expressly authorize us to use and process User Data (including any confidential information contained therein) as described in Alohi Terms, which provides for, but is not limited to, delivering and sharing of content and documents as directed by you when using Alohi Services with third parties (e.g. individuals/legal entities). These licenses and permissions automatically extend and shall benefit our affiliates, employees, agents and trusted third parties we work with, to the extent necessary for the provision of the Alohi Services to you.
2.7. Service provider. Nothing in Alohi Terms may be construed to make Alohi a party to any signed or faxed document processed through Alohi Services. You have exclusive control over and responsibility for the content, quality, and format of any signed documents.
3. PROHIBITED USE OF SERVICES
3.1. Lawful use of Alohi Services. You agree to use Alohi Services and Material only for lawful purposes and not to use them for transmitting or receiving any communication, content or material of any kind which, in our sole judgment, is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable.
3.2. Prohibited uses. When using Alohi Services, you are not authorized, and must not allow any third party to (i) rent, lease, copy, transfer, resell, sublicense, time-share or otherwise provide access to Alohi Services to third parties (except Authorized Users, subject to Alohi Terms); (ii) incorporate Alohi Services, or any portion of them, in any website, product or service not owned by us, without our express and written consent; (iii) publicly disseminate information regarding the performance of Alohi Services, which are deemed to be Alohi’s confidential information; (iv) modify or create derivative work from Alohi Services or any portion thereof; (v) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any of Alohi Services, except to the extent expressly permitted by applicable law and only with advance notice to us; (vi) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of Alohi Services, or configure the Alohi Services (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees; (vii) distribute any portion of Alohi Services, except as permitted by Alohi Terms; (viii) access Alohi Services for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Alohi Services for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without our prior written consent; (x) remove or obscure any proprietary or other notices contained in Alohi Services, including in any reports or output obtained from the Alohi Services; (xi) use or permit Alohi Services to be used for any illegal or misleading purpose, or any manner inconsistent with Alohi Terms.
3.3. Penalties. We reserve the right to terminate any Alohi Services that are being rendered to you immediately and without prior notice if, at our sole discretion, we believe that you have violated the above restrictions. You are liable for any and all use of your Account by any person making use of Alohi Services and agree to indemnify, defend and hold us harmless from and against any and all claims, losses, damages, fines, penalties, costs, liabilities and expenses (including, without limitation, attorney fees and costs, as well as costs on appeal) incurred or suffered by us and/or Alohi shareholders, owners, operators, parent company, corporate affiliates, successors or assigns, and Alohi advertisers, suppliers, or Operational Service Providers, and their respective officers, directors, employees, representatives and/or agents, arising out of any such use that fails to comply with Alohi Terms.
3.4. Disclosure of information. If we, at our sole discretion, believe that you have violated the above restrictions, we may forward the objectionable material, as well as your communications with us and your Personally Identifiable Information to the appropriate authorities for investigation and prosecution. You understand that we may preserve content and may disclose your name, telephone number and other personal information, if required to do so by court order, or, in the good faith belief that such preservation or disclosure is reasonably necessary to comply with laws, regulations, rules, subpoenas, search warrants or court orders. We may also disclose your Personally Identifiable Information to identify, contact or bring legal action against someone who may be misusing Alohi Services, the Material or both.
4. SECURITY OF SERVICES
4.1. Account security. We use our best efforts and will take all commercially reasonable precautions, including technical (e.g. firewalls and data transmission encryption), administrative and physical measures, to help safeguard your Account, data and content against unauthorized use, disclosure, or modification. You hereby agree to protect all endpoints using industry-standard security measures and to ensure that any passwords and/or other access credentials that may be given to you to access Alohi Services are kept confidential and are not shared with any unauthorized persons.
4.2. Monitoring of activities and notification of unauthorized use. You undertake to monitor the use of your Account for possible unlawful or fraudulent use. If you are a company and an Authorized User stops either working for you or having any sort of connection with you, you must take all measures to ensure that this Authorized User access is terminated. You must also immediately notify us if you become aware, or have reasons to believe, that a security breach or unauthorized use of your Account has occurred. In the event you fail to do any of the actions described above, we will not be held liable for any of the actions taken by the unauthorized user using your Account. Failure to notify us may also result in the suspension or termination of the Services and additional charges to you resulting from such use. We will not be liable for any charges resulting from unauthorized use of your Account.
4.3. Lost access. In case you forget your Account credentials you may recover them by accessing the Forgot Password link or contacting us from your registered email address and/or verified phone number. In the event you lose access to your registered email address or verified phone number, we will not be responsible for regaining access to your Account.
5. PAYMENT POLICY
5.1. Payment. You hereby agree to pay all charges for your use of Alohi Services in accordance with the Subscription Plan you chose. We may amend your Subscription Plan, including any charges thereto, at any time, either by posting Subscription Plan changes on the Alohi Websites, or sending information regarding the pricing plan changes to the email address you provided us. You are responsible for regularly checking such pricing information. In all context of Alohi, by the term dollar ($) we mean US Dollar (USD).
5.2. Automatic renewal. All of the Subscription Plans are generated on a monthly or yearly subscription basis. In order to ensure the continuity of all services, Subscription Plans will be automatically renewed at the end of each month or annual cycle, according to the Subscription Plan chosen by you and the date you subscribed to the Alohi Services. You hereby authorize us to charge the payment method indicated by you when subscribing to one of our paid Subscription Plans on a recurring basis without an invoice. Such authorization is applicable to all applicable subscription charges, any usage, or overage charges and all applicable taxes and fees and shall be effective until you cancel your Subscription Plan with us.
5.3. Taxes. You are responsible for, and shall pay, value-added tax, and all other taxes, domestic and foreign, now or in the future, that arise from or are imposed as a result from the use of Alohi Services. Such amounts are in addition to all other charges for the Alohi Service rendered to you and will be billed to your Account. In the event deductions or withholdings are required by law, you will increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any such liabilities) an amount equal to the amount we would have received had no such deductions or withholdings been made (TAX GROSS-UP).
6. TERM AND TERMINATION
6.1. Term. Alohi Terms are effective and binding from the time you start using Alohi Websites and Alohi Services until all contractual relations between you and us have expired or been terminated as provided in Alohi Terms.
6.2. Subscription Term and renewals. You agree to pay the applicable fees for the entire period of your Subscription Plan (“Subscription Term”). A subscription is deemed to have started when you first obtain access to the applicable Alohi Service. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if you have an annual plan then the subscription will renew for an additional twelve (12) months term, if you have a monthly plan then the subscription will renew for an additional month term) unless you cancel your subscription before the beginning of the next billing cycle. Pricing for any Subscription Term renewal will follow the then Alohi applicable rates.
6.3. Cancelation of paid Subscription Plans. You may cancel your paid Subscription Plan at any time, and cancellation will be effective immediately but you will retain access to the features that came with your paid Subscription Plan through the remainder of the period already paid for. We do not provide refunds or credits for any partial months or years. If you wish to cancel your paid Subscription Plan you may do so via your “Profile > Plan & Billing” page. Should you elect to cancel your paid Subscription Plan, please note that you will not be granted a refund for the most recently (or any previously) charged monthly/annual fees. If, at our sole discretion, we believe that you violated any provision of Alohi Terms, we may, immediately and without prior notice, terminate the rendering of Alohi Services to you. Upon expiration or termination of the Subscription Plan or of the applicable Alohi Services, and subject to the rules above, you will lose access to your Account. The Product-Specific Terms which outline more service-specific information can be found here (https://www.alohi.com/product-terms-sign/ and https://www.alohi.com/product-terms-fax/).
6.4. Billing method. If the payment method that we have on file is declined, your current subscription will be frozen until you provide us with a new payment method. Your new subscription period will be based on the original billing date and not the date of the successful charge. You can update your billing method via “Profile > Plan & Billing” page.
6.5. Processed payment dispute. In the event that a dispute is initiated for any of the processed payments, you are solely responsible for all disputes directly with the payment provider. You will no longer be able to access Alohi Services until the dispute is resolved.
6.5. Survival. Alohi Terms will remain in full force and effect and will bind you from the moment you start using Alohi Services and or Alohi Websites. In the event of termination of any of Alohi Services, you will still be bound by your obligations under the Alohi Terms, including those with regards to any indemnifications, warranties, and limitations of liability.
7. CHANGES TO ALOHI TERMS, SERVICES, WEBSITES AND PRICING
7.1. Changes to terms, services, and pricing. WE RESERVE THE RIGHT, AT ANY TIME, TO TERMINATE OR MAKE CHANGES, ON A TEMPORARY OR PERMANENT BASIS, TO (i) THE PRICE OF ALOHI SERVICES, (ii) ALOHI WEBSITES; (iii) ALOHI SERVICES; AND (iv) ALOHI TERMS. EXCEPT WHERE EXPRESSLY PROHIBITED BY LAW, SUCH CHANGES OR CANCELLATIONS MAY BE MADE WITHOUT PRIOR NOTICE AND WILL BE EFFECTIVE IMMEDIATELY, AFTER THE PUBLICATION OF THE UPDATED VERSION OF THE PRICING POLICY AND/OR ALOHI TERMS ON ALOHI WEBSITES. UPDATED PRICES FOR YOUR USE OF ALOHI SERVICES CAN BE FOUND HERE HTTPS://WWW.SIGN.PLUS/PRICING/ AND HTTPS://WWW.FAX.PLUS/PRICING/. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE OR LOSS THAT SUCH MODIFICATION OF PRICES OR THE MODIFICATION, SUSPENSION OR DISCONTINUATION OF ANY OF THE ALOHI SERVICES AND/OR ALOHI WEBSITES MAY CAUSE.
7.2. Acceptance of new terms. BY CONTINUING TO USE ALOHI SERVICES AFTER SUCH CHANGES OR TERMINATIONS HAVE BEEN UPDATED ON ALOHI WEBSITES, PURSUANT TO CLAUSE 8.1, YOU WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THERETO AND DECLARE TO BE BOUND BY THEM. FOR THIS REASON, WE STRONGLY RECOMMENDED THAT YOU PERIODICALLY REVIEW ALOHI WEBSITE.
8. DISCLAIMER OF WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1. Warranties. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, ALOHI WEBSITES AND ALOHI SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. THE PRODUCT-SPECIFIC TERMS OUTLINE MORE SERVICE-SPECIFIC INFORMATION (HTTPS://WWW.ALOHI.COM/PRODUCT-TERMS-SIGN/ and HTTPS://WWW.ALOHI.COM/PRODUCT-TERMS-FAX/). TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT MAKE ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT. UNLESS EXPRESSLY PROVIDED FOR IN A SPECIFIC AGREEMENT ENTERED INTO BY AND BETWEEN US AND YOU, WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ALOHI SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT YOUR INFORMATION AND DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE ALOHI WEBSITES AND/OR THE FUNCTIONS CONTAINED IN ANY OF THE ALOHI SERVICES WILL OPERATE UNINTERRUPTEDLY OR ERROR-FREE AND WE WILL NOT BE HELD LIABLE FOR UNAUTHORIZED ACCESS BEYOND OUR REASONABLE CONTROL. YOUR USE OF THE ALOHI WEBSITES AND/OR ALOHI SERVICES IS UNDERTAKEN SOLELY AT YOUR DISCRETION AND AT YOUR OWN RISK.
8.2. Indemnification. You hereby agree to indemnify, defend and hold us and/or Alohi shareholders owners, operators, parent company, corporate affiliates, successors or assigns, and Alohi advertisers, suppliers, or Operational Service Providers, and their respective officers, directors, employees, representatives and/or agents harmless from and against any and all claims, losses, damages, fines, penalties, costs, liabilities and expenses (including, without limitation, judicial, attorney fees and costs) incurred or suffered by any of the aforementioned persons, arising out of any such use that fails to comply with Alohi Terms. We reserve the right to settle, compromise and pay, without your prior consent, all claims or causes of action which are brought against us or any of the persons mentioned in this section. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and any of the aforementioned persons and you agree to cooperate with our defense of those claims. You agree not to settle any matter in which we are named as defendant and/or for which you have indemnity obligation without prior written consent. We will use all reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of them.
8.3. Limitation of liability. IN THE ABSENCE OF GROSS NEGLIGENCE, ALOHI, ITS SHAREHOLDERS, OWNERS, OPERATORS, PARENT COMPANY, CORPORATE AFFILIATES, SUCCESSORS OR ASSIGNS, AND ALOHI’S ADVERTISERS, SUPPLIERS, OR OPERATIONAL SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND/OR AGENTS, SHALL NOT ASSUME OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY CLAIMS, DAMAGES OR LOSSES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, CONSEQUENTIAL OR TORT DAMAGES OF ANY KIND.
8.4. Cap on damages. IN THE EVENT OF OCCURRENCE OF DAMAGES CAUSED BY A DEFECT IN THE ALOHI SERVICES ORIGINATED BY GROSS NEGLIGENCE AND MALPRACTICE BY US, AND PROVIDED THAT YOU ESTABLISH THAT THE RELEVANT DAMAGE WOULD HAVE BEEN DIRECTLY CAUSED BY OUR GROSS NEGLIGENCE AND MALPRACTICE, WE PLEDGE TO PAY COMPENSATION UP TO A MAXIMUM CEILING OF 30% (THIRTY PER CENT) OF AMOUNTS PAID BY YOU WITHIN THE TWELVE MONTH PERIOD PRECEDING THE DATE WE RECEIVE NOTICE OF SUCH CLAIMS.
9. GENERAL PROVISIONS
9.1. Assignment. Alohi Terms will bind and apply to the benefit of each party’s permitted successors and assigns. Neither party may assign Alohi Terms without the prior written consent of the other party, except if we assign Alohi Terms to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all, or substantially all, of our assets or voting securities. Any attempt to transfer or assign Alohi Terms, except as hereby authorized, will be void.
9.2. Notices. Any notice or communication under Alohi Terms must be in writing. To send us a notice, you must rely on the available contact us web forms (https://www.alohi.com/contact-us/) in Alohi Websites and send us your message in English. We may send notices to the verified email address you provided when subscribing to Alohi Services. We may also send you operational notices regarding Alohi Services and other business-related notices by posting notices on Alohi Websites or Alohi Services page. You hereby consent to receiving such electronic notices and acknowledge that we are not responsible for any automatic filtering you or your network provider(s) may apply to emails. Please make sure that senders with an Alohi (https://www.alohi.com) domain are in your list of trusted addresses and that our notifications will not be blocked or sent to your spam or advertisement/promotion box(es).
9.3. Publicity. Unless otherwise specified, we may use your name, logo, and marks to identify you as our user on Alohi Websites and other marketing materials.
9.4. Subcontractors. We may use subcontractors and permit them to exercise the rights granted to us by you, to provide Alohi Services. These subcontractors may include, for instance, our data center.
9.5. Independent contractors. You represent that we and you are independent contractors, and that Alohi Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to Alohi Terms. You must not represent to anyone that you are an agent of ours or otherwise authorized to bind or commit us in any way without our prior written authorization.
9.6. Force majeure. Neither party will be liable for any delay or failure to perform its obligation under Alohi Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, global or local pandemic, failure or reduction of power or telecommunications or data networks or services, or government act.
9.7. Severability. If any provision of Alohi Terms, or the application thereof to any person or circumstances, is found to be invalid or for any reason, unenforceable by any court having competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity and application of the remaining provisions of Alohi Terms, which shall remain in full force and effect.
9.8. Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under Alohi Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either you or us of any breach of any provision of Alohi Terms does not waive any other breach. The failure of any party to Alohi Terms to insist on strict performance of any covenant or obligation in accordance with Alohi Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of Alohi Terms.
9.9. No third-party rights. As outlined in Terms of Service, nothing in Alohi Terms confers on any third party the right to enforce any provision of Alohi Terms. If you are a company and have subscribed to either our Business or Enterprise Subscription Plans, you acknowledge that your Account can be used solely by you and by your Authorized Users, all which must be natural persons and that the use of your Account by any of your subsidiaries, affiliates or any other related legal persons is forbidden under Alohi Terms.
9.10. Entire agreement. Alohi Terms, which entail these Terms of Service, our Privacy Policy, the Product-Specific Terms, as well as any specific agreements Alohi may enter with you, represent the parties’ complete and exclusive understanding relating to the subject matter of Alohi Terms. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Alohi Services or any other subject matter covered by Alohi Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to Alohi Terms.
9.11. Governing law. Regardless of the place of execution, performance or domicile of either you or Alohi, Alohi Terms and all modifications and amendments thereof, as well as any extracontractual obligations arising out of or in connection herewith, shall be governed by and construed under and in accordance with Swiss law.
9.12. Dispute resolution. In the event a dispute arises out of or in connection to Alohi Terms and/or the rendering of Alohi Services, you agree that said dispute shall be submitted to the exclusive jurisdiction of the courts of the Canton of Geneva, in Switzerland and you irrevocably waive your right to start proceedings before the courts of any other jurisdictions.
9.13. Binding force. You hereby acknowledge that Alohi Terms are legally binding and irrevocably declare to be bound by them. You also agree that we can refer to Alohi Terms as a contract between you and us in a court of law.
9.14. Language. We may provide translations of Alohi Terms to other languages. These translations are for informational purposes only and in case there is any inconsistency or conflict between a translation and the English version of Alohi Terms, the English version shall prevail.
9.15. Section titles. You hereby acknowledge that the section titles in Alohi Terms are for your convenience only and do not have any legal or contractual effect.
9.16. Hierarchy of provisions. In the event of a conflict between any service description, FAQ or other terms regarding Alohi Services located on Alohi Terms and on the Alohi Websites, mobile or desktop applications, the provisions of Alohi Terms shall prevail. However, in the event a specific agreement is entered into by and between you and us (e.g. a business associate agreement), the terms of the specific agreement shall prevail, and shall be complemented by Alohi Terms, in all matters in which there is no conflict between the provisions of Alohi Terms and the specific agreement.
9.17. Rights over ideas or suggestions. If you submit any suggestions, problem reports and design ideas to us, you automatically grant us a royalty-free, universal, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use and modify such ideas or suggestions (in whole or in part).
9.18. Contacting Alohi. If you have any questions regarding Alohi Terms, please contact us via the available contact us web forms (e.g. https://www.alohi.com/contact-us/) in Alohi Websites.
10. BETA SERVICES
10.1. Beta Services. From time to time, we may make non-production Services (“Beta Services”) that are under development available to you at no charge. You may access these Beta Services at your sole discretion. Beta Services are intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up. We are not obligated to provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services. We may discontinue, suspend, or remove Beta Services (including any of your data stored as part of the Beta Services) or your access thereto at any time in our sole discretion and may never make them generally available. You understand that any information you obtain regarding Beta Services is Alohi confidential information, and you agree not to disclose such information until a Beta Service becomes generally available, except as required by law, and to only use such information in connection with your use of the Beta Services. We will have no liability for any harm or damage arising out of or in connection with any Beta Services.
11. HEALTHCARE USERS
11.1. Protected Health Information. Unless you have entered into a specific written agreement with Alohi to the contrary, you acknowledge that Alohi is not a “Business Associate” as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), and that Alohi Services are not HIPAA compliant. You must not use, disclose, transmit or otherwise process any “Protected Health Information” (“PHI”) as defined in HIPAA through Alohi Services. You agree that we cannot support and have no liability for PHI received from or sent by you, notwithstanding anything to the contrary herein.
11.2. Compliance with HIPAA. Alohi Services will only be HIPAA compliant, if we activate advanced security controls for your Account and if you enter into a Business Associate Agreement (“BAA”) with us. Only users that have subscribed to our Enterprise plan are eligible for entering into a BAA with us, and, therefore, getting HIPAA compliant services.
These Terms of Service were last updated on January 26, 2022, and shall be effective immediately.