These terms and conditions of use ("Terms of Use") constitute a legal contract between the Customer ("you", "your", the "user", and similar) and SaGuLi Inc. ("Urlner", "we", "us", "our"). These Terms of Use and any other terms notified to you in respect of the Services govern your access to and use of the Services, whether fee-based or free of charge. Please read these Terms of Use carefully and completely before using any Services. Your use of the Services is conditional upon your acceptance of these Terms of Use.
The Services are intended primarily for commercial use. If you want to use them for personal use please click here for supplementary terms and conditions https://urlner.com/page/supplementary-terms. We may, in our sole discretion, refuse to offer the Services to any person or entity and change the eligibility criteria at any time.
You must ensure that these Terms of Use and the use of the Services comply with the law in your jurisdiction.
By using or registering for a Service, you agree to these terms and conditions (or "Terms of Use"), our Cookies Policy https://urlner.com/page/cookies and our Privacy Statement https://urlner.com/page/privacy-policy without any exception. You should print a copy of these for your records.
We reserve the right to amend these Terms of Use, Cookie Policy and Privacy Statement from time to time and your use of any Service will be subject to the then current versions thereof.
SaGuLi Inc. (operating as Urlner) is registered in (No. 1445 0003) Delaware, United States of America and has its registered office 188 Grand Street Unit #201 New York, NY 10013.
Our VAT number is EIN 38-4137510
If you have any questions about these Terms of Use, the Privacy Statement, the Cookie Policy or any other terms or conditions on the Urlner Services, please contact us at https://urlner.com/contact.
1.
Definitions
1.1.
"Activation Date" means in respect of a Service, the date on which that Service is made available for your use;
1.2.
"Applicable Law" means any laws rules, regulations, guidelines, directives, treaties, codes, judgments, determination, orders or notices of any government, regulatory authority or industry body with the power to bind, in force from time to time and which relates to these Terms of Use and/or the provision of the Services;
1.3.
"Authorised Users" means those employees, agents, clients and independent contractors of your entity who are authorised by you to use the Services and the Documentation;
1.4.
"Confidential Information" means all documentation, technical information, software, business information, feedback, reports about the Services, trade secrets or know how or other materials of a confidential nature disclosed by us to you in connection with your use of the Services;
1.5.
"Data" means any data in respect of the Services provided;
1.6.
"Data Protection Legislation" means the Irish Data Protection Acts 1988 to 2018 and the EU’s General Data Protection Regulation ("GDPR");
1.7.
"Documentation" means all documents, demonstration materials, webinars, system user guides or other documentation and manuals we make available to you online via https://urlner.com/page/documentation or such other web address or other means we may notify by to you from time to time which sets out the Services Description and the user instructions for the Services;
1.8.
"Intellectual Property Rights" means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all and other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;
1.9.
"Quota" means the quota of clicks, links, domain names, reports, teammates and the like set out in your user subscription;
1.10.
"Service" means any service provided by us;
1.11.
"Service Description" means in respect of each Service, the description set out in the Documentation;
1.12.
"Site" means our website at www.urlner.com and all related websites, extensions, apps, domains, subdomains and other materials;
1.13.
"Software" means the online software applications we provide as part of the Services;
1.14.
"Subscription Fees" means the subscription fees payable by you to us for the User Subscriptions;
1.15.
"Term" means the term described in clause 18;
1.16.
"User Subcription" means the user subscriptions purchased by you pursuant to these Terms of Use which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms of Use.
2.
Our Obligations
2.1.
We will perform the Services and make the Documentation available to you using all reasonable skill and care.
2.2.
The Services are provided on an "as is" and "as available" basis.
2.3.
We will use our reasonable commercial endeavours to make the Services which are provided through the Site available 24 hours a day, seven days a week, subject to any planned maintenance, or unscheduled emergency maintenance, where we will try to give you as much notice as possible.
2.4.
If the Services do not materially conform to the Services Description, we will use all reasonable commercial endeavours to correct any such non-conformance. Any such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Clause 2.1. Notwithstanding the foregoing, we:
(a)
do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
(b)
are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.
Your Obligations
3.1.
You undertake to:
(a)
comply with all Applicable Laws and regulations with respect to your activities under these Terms of Use;
(b)
carry out all your other responsibilities set out in these Terms of Use in a timely and efficient manner;
(c)
ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms of Use and will be responsible for any Authorised User's breach of these Terms of Use;
(d)
keep a full back-up copy of all of your Data including for maintenance purposes or make alternative business continuity arrangements.
(e)
be solely responsible for ensuring that appropriate environmental conditions are maintained for its receipt and use of the Services, procuring and maintaining your network connections and telecommunications links from your systems to Urlner’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
3.2.
Your right to access the Site and the Services is subject to any limits established by us. For every usage over a given limit, we reserve the right to charge you an additional fee.
3.3.
We reserve the right, without liability to you, to disable access to your Urlner account or to any material on the Site if you are and/or we have grounds to suspect that you are in breach of any of the provisions of these Terms of Use.
4.
Urlner Account
4.1.
Full use of the Site requires that you create an account on the Site by providing us with a valid email and strong password. Your account will be created once you complete a registration form in accordance with the instructions provided.
4.2.
In relation to your account, you represent and undertake that:
(a)
all required information you submit is truthful and accurate and you will maintain the accuracy of such information;
(b)
you will not allow your account profile to be used by any other unregistered user;
(c)
you will keep a secure password for use of the Urlner account, that such password will be changed as frequently as is required by us in our absolute discretion, and that you will keep the password confidential; and
(d)
you will permit us or any of our licensors and/or agents to audit the account in order to establish compliance with these Terms of Use.
5.
Lawful Use
5.1.
You (and will procure that your Authorised Users and each of them) will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
(a)
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)
facilitates illegal activity;
(c)
depicts sexually explicit images;
(d)
promotes unlawful violence;
(e)
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
(f)
in a manner that is otherwise illegal or causes damage or injury to any person or property; or
(g)
is for the purpose of tracking spam-related material.
5.2
You acknowledge that you are solely responsible for ensuring that your use (and the use of your Authorised Users) of the Services does not infringe this Clause 5. We reserve the right, without liability or prejudice to our other rights, to disable your access if we become aware of any use of any material that breaches the provisions of this Clause.
6.
Third Party Domains
6.1.
If you chose to connect a domain to our Site which you have purchased through any other domain provider, it is your sole and explicit responsibility to adhere to the terms set out by that domain provider as well as the terms contained within these Terms of Use. We will have no liability to any third party for your use of any other domain. .
6.2.
Domain names registered by us are for the purposes of branded links and access to the domain control panel and domain name system will not be available to you, unless otherwise agreed.
7.
Domain Name Dispute Resolution Policy
You agree that any disputes that may arise in your application to register, maintain or renew a domain name registration will be handled according to the Uniform Domain Name Dispute Resolution Policy which has been adopted by ICANN and as set out here https://www.icann.org/resources/pages/policy-2012-02-25-en.
8.
Changes to the Services
We reserve the right at any time to change, modify, add to or discontinue or retire any aspect or feature of the Services including, but not limited to, the Software, hours of availability, equipment needed for access or use, the maximum number of clicks you can monitor and the quantity of statistical data we store in our servers. Any such modifications will not materially or adversely affect your rights or obligations under these Terms of Use.
9.
Changes to Terms of Use
9.1.
We reserve the right to amend these Terms of Use, our Cookie Policy and Privacy Statement from time to time and your use of any Service will be subject to the then current versions thereof.
9.2.
If we make material changes, you will be notified via email at least 30 days before the modified terms of use go into effect. It is up to you to ensure that your email address in your dashboard is correct. The modified Terms of Use will be posted on our website at least 30 days in advance of the effective date.
9.3.
You agree to a new version by continuing your use of the Services. If you do not agree with a new version, then you must stop using the Services and cancel your registration.
10.
Changes to Pricing
We may change our Service fees, at any time by updating the applicable pricing information or other terms posted on the Site. New pricing terms will become effective beginning with the first full billing cycle after we post any such changes to the Site. If you do not agree to any such changes, you must cancel your account or the affected Service before those changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.
11.
Quotas, Upgrades and Additional Fees
11.1.
If you exceed any Quota set out in your User Subscription, you will be charged the Quota excess fees set out therein.
11.2.
You may upgrade to a higher service plan, if available, by completing and submitting our upgrade request form. Upon any such upgrade, you agree to pay the increased fees for that service plan in accordance with these Terms of Use.
11.3.
Some Services (such as Professional Services by way of example only) may incur additional fees outside your user subscription. You will pay any such additional fees in the manner agreed with you prior to their commencement.
12.
Confidentiality
12.1.
During the Term and thereafter, you will treat all Confidential Information of ours that you may receive as secret, confidential, and proprietary, and will not disclose or use the same without our prior written consent, other than to your Authorised Users, employees and contractors on a need to know basis, or as required by law. You will implement such procedures as reasonably necessary to prevent the intentional or negligent disclosure to any third party of any Confidential Information. Notwithstanding the foregoing, nothing in this clause will prevent the disclosure by you of information that:
(a)
prior to its disclosure, was of general public knowledge;
(b)
becomes, subsequent to its disclosure to you, a matter of general public knowledge other than as a consequence of a breach by you of any obligation under these Terms of Use;
(c)
is made public by us; or
(d)
is received in good faith from a third party having the right to disclose it, who to your knowledge, did not obtain such information from us and who imposes no obligation of secrecy on you with respect to such information.
13.
Publicity
13.1.
Unless you have otherwise requested in writing prior to the Activation Date you agree that we may include your trademarks, name, and logos, comments and feedback in our customer lists, press releases, marketing materials, and on the Site.
13.2.
Notwithstanding Section 13.1, you may ask us at any time during the Term to withdraw any such use and we will do so.
14.
Proprietary Rights
14.1.
We own all Intellectual Property Rights in the Services, Documentation and the Site. We hereby grant you a non-exclusive, non-transferable licence to use the forgoing for the sole purpose of exercising your rights under these Terms and Conditions during the Term.
14.2.
You will own all Intellectual Property Rights in and to your own Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality thereof.
14.3.
You may not sell, assign, grant a security interest in nor otherwise transfer any right to the Services or incorporate any of them (or any part) into another product/service.
15.
Data Protection
15.1.
To use the Services we require you to register and provide certain personal information to us, such as name, e-mail address, phone number ("Personal Information"). You agree to provide accurate and complete Personal Information and you agree to keep such information current.
15.2.
Our Privacy Statement (https://urlner.com/page/privacy-policy) explains how we collect and uses Personal Information. If you want to use the Services then you agree that your Personal Information will be governed by that.
15.3.
You agree to comply with your obligations and we agree to comply with our respective obligations under the Data Protection Legislation. You warrant that you are entitled to disclose any personal data that you provide to us. You warrant that no sensitive personal data will be processed, transferred, stored and/or disclosed by you during your use of our Services unless our prior written consent is obtained.
15.4.
You will not include any personal information (as defined by the DPL) in any URL/link created by you using the Services.
15.5.
Urlner makes use of cookies in order to provide the Services and access to your account. For more information on how we use cookies, please see our cookies policy https://www.urlner.com/page/cookies.
16.
Renewal and Cancellation of Services
16.1.
Unless stated otherwise on the Site in respect of a particular Service, each Service will be provided and billed on the periodic subscription basis you have signed up to, measured from the Activation Date. Your subscription will automatically renew at the end of that period ("Anniversary Date") unless you cancel it in accordance with Section 16.2. If we have not received a notice of cancellation, and payment is not received by the Anniversary Date, your Service (and the associated Data) may be suspended, deleted or downgraded to a free service. All the Data collected from your links and dashboard may be deleted without any notice in such circumstances.
16.2.
At any time after the Activation Date, either you or we may cancel that Service (or we may discontinue that Service completely) by providing 30 days' written notice to the other party, in which case the Service will terminate on the date specified in that cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services). You will not be entitled to any refund if you cancel a Service before the Anniversary Date. If you are availing of a free Service, we may terminate it immediately upon notice (which may be via an announcement on the Site).
16.3.
If for any reason we do cancel a Service (which we may do at our sole discretion) , or are no longer able to continue a Service (other than for any reason set out in Section 17), you will only be entitled to a refund of fees already paid, calculated pro rata, for the unexpired period of the User Subscription. In any case, a refund will not amount to more than the fees already paid by you.
16.4.
We also reserve the right to cancel any individual Service immediately and without notice in the event that you breach any provision of these Terms of Use or any other terms that apply to that Service.
17.
Term and Termination
17.1.
These Terms of Use will take effect on the Activation Date and will continue in force until cancelled or terminated in accordance with Section 17 or 18.
17.2.
We reserve the right, in our sole discretion and without notice to you, to suspend, terminate, modify or delete a user account or access to the Site or parts thereof, if you are, or we suspect that you are, failing to comply with any of the provisions of these Terms of Use or for any actual or suspected illegal or improper use of the Site. If you use multiple accounts, then we may take action against all your accounts. Any activity regarded as unlawful may be reported to the police.
17.3.
Upon cancellation or termination for any reason:
(a)
all rights granted to you under these Terms of Use will cease;
(b)
you must cease all activities authorised by these Terms of Use; and
(c)
you must immediately delete, remove and cease access to your user account.
17.4.
The following Sections of these Terms of Use will survive and remain in effect following any cancellation or termination: 7, 12, 14, 17.4, 20, 21, 24, and 25.
18.
Links
The Site contains hyperlinks to third party web sites. Most of the linked sites are not under our control and we are not responsible for, and make no representations or warranties with respect to, the contents or privacy policies or practices of any linked sites or any link contained in a linked site. The inclusion of a linked site is for our users' convenience only and is not intended as and should not be construed as an endorsement or recommendation by us of the linked site or its content.
19.
Disclaimer of Warranties
19.1.
You are solely responsible for determining the suitability of the Services for your use. You assume sole responsibility for results obtained from the use of the Services, Software and/or the Documentation by you, and for conclusions drawn from such use.
19.2.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Use.
20.
Limitation of Liability
20.1.
Nothing contained in this Section 20 will limit either Party's liability for death or personal injury resulting directly from that Party's negligence;
20.2.
Subject to Section 20.1, we will not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
(a)
any economic losses (including loss of revenues, profits, contracts, business or anticipated savings);
(b)
any loss of goodwill or reputation; or
(c)
any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date you subscribed for the Services, or were suffered or incurred by you arising out of or in connection with the provision of the Services.
20.3.
Subject to Section 20.1, Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Services and these Terms of Use, will be limited in any 12 month period (the first of which will commence on the data of acceptance of your subscription by us and subsequently on each anniversary thereof) to an amount equal to the Subscriptions Fees paid by you to us during that 12 month period.
21.
Indemnification
21.1.
You agree to indemnify, hold harmless, and defend us, our officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorney's' fees and expenses) incurred in connection with any claim related to:
(a)
your breach of any term, condition, representation, warranty, or covenant in these Terms of Use;
(b)
a third party claim in relation to a breach by you of third party’s Intellectual Property Rights;
(c)
a third party claim in relation to a data breach;
(d)
your use of the Services; and
(e)
the information you supply to us, including your registration data.
This obligation will survive any termination of your relationship with us.
22.
Assignment
You may not assign these Terms of Use or any right or obligation contained in them without our prior written consent.
23.
General
23.1.
Nothing in these Terms of Use will be construed to give any party the power to direct or control the daily activities of another party, or to constitute the parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.
23.2.
The remedies of the parties under these Terms of Use are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
23.3.
Each party hereby covenants and agrees that it will execute and deliver such deeds and other documents as may be required to implement any of the provisions of these Terms of Use.
23.4.
The failure of any party to insist on strict performance of any provision of these Terms of Use will not be a waiver of such party’s right to demand strict compliance therewith in the future.
23.5.
In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.
24.
Entire Agreement
24.1.
These Terms of Use and the documents referred to herein constitute the entire agreement between the parties and supersede all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between you and us relating to their subject matter.
24.2.
Each party acknowledges that in entering accepting these Terms of Use it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in them.
24.3.
Nothing in this Section will limit or exclude any liability for fraud.
24.4.
No alteration to or variation of these Terms of Use will take effect unless and until the same is accepted by us in writing.
26.
Law and Jurisdiction
25.1.
These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of Ireland.
25.2.
You irrevocably agrees that the courts of the United States of America will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or their subject matter or formation (including non-contractual disputes or claims).
Version effective 8 November 2020