Please read this Agreement carefully before accessing or using our Platform. By accessing or using any part of our Platform, you (the “Client”) agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our Platform.
Use of our Platform requires a Butterflye account. You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.
If you create an account on Butterflye, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account. You must immediately notify Butterflye of any unauthorized uses of your account, or any other breaches of security. Butterflye will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
If you post material to Butterflye or post links on Butterflye, you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. By using Butterflye, you represent and warrant that your Content and conduct do not violate these terms. By submitting Content to Butterflye for inclusion on your account, you grant Butterflye a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your changelog. If you delete Content, Butterflye will use reasonable efforts to remove it from Butterflye, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Butterflye has the right (though not the obligation) to, in Butterflye’s sole discretion, (i) reclaim your username or feed’s URL due to prolonged inactivity, (ii) refuse or remove any content that, in Butterflye’s reasonable opinion, violates any Butterflye policy or is in any way harmful or objectionable, or (iii) terminate or deny access to and use of Butterflye to any individual or entity for any reason. Butterflye will have no obligation to provide a refund of any amounts previously paid.
We offer free HTTPS on all Butterflye accounts by default, including those using custom domains. By signing up and using a custom domain on Butterflye, you authorize us to act on the domain name registrant’s behalf (by requesting the necessary certificates, for example) for the sole purpose of providing HTTPS on your site.
Optional paid Platform such as extra features are available (any such Platform, an “Upgrade”). By selecting an Upgrade you agree to pay Butterflye the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated.
Unless otherwise agreed, The Client agrees to make payments for the Platform in advance at the beginning of each period. In the event that the respective payment is not made, the Butterflye has the right to block access to the platform within 30 days of the failed payment.
We reserve the right, at our sole discretion, to modify or adjust our pricing structure for our platform, for month to month Clients), at any time without prior notice. By continuing to use our Platform or products after any price changes take effect, you agree to be bound by the updated pricing structure.
Butterflye offers an objective of the functionality of the platform for use made in accordance with the terms and conditions of this proposal.
Butterflye guarantees a monthly service availability rate of 97%. This does not include scheduled and announced downtime to perform upgrades and/or maintenance.
The monthly service availability rate will not be affected, and Butterflye will not be held responsible for performance or availability problems:
If there are complaints about the unavailability of the platform, the Client will provide Butterflye with all of the reasonable details related to the claim, including, but not limited to, detailed descriptions of the incident, the duration, network tracking routes, and any attempts by the Client to resolve the incident. The Client must present any claim with sufficient evidence to support it.
Butterflye provides all of the reasonable information necessary for validating the claim and will use good judgment in determining if the level of service applies to the claim. In the affirmative case, the platform’s downtime will be added to the current month’s bill.
Butterflye will reimburse the Client a maximum of 10% of the monthly invoice or payment if the Platform’s imputable downtime according to the levels of service is less than 97%. The reimbursement will be made in the form of a credit to the monthly invoice or payment following the month affected by the claim.
Butterflye will provide technical assistance, correction of bugs and training in order to resolve any problems that can come with launching the platform for the Client. It will also create the necessary manuals so that the Client can train its own dependents to use the Platform, provided that the manuals and tutorials available within the Platform itself prove to not be sufficient, at the discretion of the Client.
Butterflye has not reviewed, and cannot review, all of the user generated content posted to our platform, and cannot therefore be responsible for that material’s content, use or effects. By operating our platform, Butterflye does not represent or imply that it endorses the content posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Our Platform may contain user generated content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Platform may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights,of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Butterflye disclaims any responsibility for any harm resulting from the use by visitors of our Platform, or from any downloading by those visitors of content there posted.
The user confirms and guarantees that he/she is at least eighteen (18) years of age, and if he/she is under 18, he/she cannot, under any circumstance, use the platform. Butterflye and Client may, at anytime, refuse to offer the Platform to any person or entity as well as change the eligibility criteria at anytime.
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Butterflye links, and that link to Butterflye. Butterflye does not have any control over those non-Butterflye websites, and is not responsible for their contents or their use. By linking to a non-Butterflye website, Butterflye does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Butterflye disclaims any responsibility for any harm resulting from your use of non-Butterflye websites and webpages.
As Butterflye asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Butterflye violates your copyright, you are encouraged to notify Butterflye. Butterflye will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Butterflye will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Butterflye or others. In the case of such termination, Butterflye will have no obligation to provide a refund of any amounts previously paid to Butterflye.
Butterflye hereby declares to possess the rights, licenses and pertinent authorizations to the necessary tools for the development and implementation of the Platform. The intellectual property of all development will be exclusively the property of Butterflye.
Butterflye grants to the Client a non-transferable, non-sub-licensable, non- exclusive, temporary, territorially limited and onerous license for the use of the Platform and all modifications and adaptations made. The license is restrictive and does not include the power to exploit the Platform or use the Platform for anything other than the situations defined in these Terms and Conditions. The license of use implies both the possibility of using the application by the members, contractors, employees, users, of the Client, as well as the possibility of inviting users to participate in the same application. In any case the user must accept the Terms of Service for which Butterflye will grant each user a limited license of use.
The Platform and any of its parts may not be reproduced, duplicated, copied, sold, resold, licensed, rented, or exploited in any way, for any commercial purpose, without the prior, written, and express consent of Butterflye. The Operator and User understand and accept that the Platform is licensed for use (and not sold), only in the terms described in these Terms of Service. The User may not directly or indirectly copy, decompile, reverse engineer, disassemble, attempt to exploit the code, modify or create tasks derived from the Platform or its parts.
All text, graphics, user interface, visual interface, photograph, brand, logo, sound, music, illustration, content and programming code, whether source or object included, among other aspects, design, structure, expression, “aspect and appearance” and the disposal of such content on the platform, is exclusive property of Butterflye or licensed by Butterflye, and is protected by copyright, patent, trademark, and international intellectual property treaties.
Butterflye recognizes the account Operator as the sole owner of the intellectual property of the information shared by the Users on that account.
For the effects of these Terms and Conditions, the Parties understand by “Confidential Information” the non-public information that Butterflye identifies as confidential or that in the event of being revealed, should be treated as confidential. Confidential Information includes, without limit to, information related to Butterflye’s platform, irrespective of whether they have been released for sale, offered in the market or promoted in any way; the practices of commercial policies of Butterflye; its technical and financial knowledge; source and object codes; plans for future products; commercialization plans; specifications; formulas; settings for teams and networks; business strategy; inventions; discoveries; improvements; industrial secrets; interfaces; graphic designs; GUI; Client data; users and employees; general “know-how”; drawings and models; algorithms; pricing information; ideas and any other information belonging to or in possession of Butterflye, whether supplied by the Client or any other manner. For the effects of these Terms and Conditions, all the information that is provided to the Client or that the Client becomes aware of during the use and implementation of the Platform for the Client, whether the information belongs to Butterflye or a Third Party, will be considered Confidential Information, without any need to indicate it as such.
Notwithstanding the above, the following will not be considered Confidential Information: information that (i) is or becomes public and available in such a way that it does not constitute a violation by the Client of any obligation to Butterflye; (ii) or that was known by the Client before Butterflye made the Client aware of said information; (iii) or that the Client became aware of by a different source than Butterflye and that would not represent a violation of any confidentiality obligation to Butterflye or (iv) that has been developed independently by the Client.
The Client declares to know that the Confidential Information is private and its disclosure would cause irreparable damage to Butterflye, its partners or Clients. As such, the Client will not reveal any Confidential Information to third parties, under any circumstance, without previous written authorization from Butterflye.
The Client is expressly obligated to take all the necessary measures to protect, under the strictest confidentiality, all the Confidential Information that they are supplied with, and must take measures that as at least as effective as the measures they take to protect their own Confidential Information. In particular, the Client must protect the Confidential Information from illicit acts by third parties, such as thievery or spying. If by a judicial order the Client is obligated to share all or part of the Confidential Information, the Client will be able to comply with this requirement having previously notified Butterflye within twenty four (24) hours of receiving the judicial notification in the interest of the Client proceeding to take the actions that are necessary to protect their interests.
The obligations of confidentiality and the use of confidential information contained in these Terms and Conditions have an indefinite validity.
The Parties recognize that Butterflye will suffer an irreparable damage as a consequence of the violation of the obligations contemplated here, and as such any breach by the Client of the assumed obligations in these Terms and Conditions will enable Butterflye to take the necessary legal actions to reclaim the losses and damages that the Client inflicted or could inflict, including all Lawyer’s fees and costs incurred by Butterflye.
Butterflye will be able to use the implementation of the Platform by the Client for marketing uses, such as case studies, provided that it is for lawful purposes and that in no case the image and prestige of the Client is affected.
To use the Platform, the User must have been invited by an Administrator User and provide true, accurate, current and complete personal information.
Butterflye and the Operator reserve the right, without prior notice:
The User is solely responsible for all the activity performed by him/her or anyone who uses his/her account. If you believe that your account has been compromised, you should immediately contact the Operator by email at the address indicated at the end of these Terms of Service.
The User agrees to use the Platform in accordance with these Terms of Service, the Acceptable Use Policies, the regulations that apply to the Operator and /or the activity of the Operator, and the instructions of use that the Operator imparts by any means.
The User may not use the Platform to violate the rights of third parties, including copyrights, and is therefore only permitted to upload contents for which he/she owns the intellectual and/or industrial property rights and/or authorizations of the holders of said rights.
The User agrees to hold Butterflye and the Client, its representatives, employees, directors and suppliers not responsible for any claim, liability, loss or claim, including attorneys’ fees, arising out of or in relation to the content that the User Generates and shares in the Platform; the use of the data and personal information accessed through the Platform; to the violation of any of the conditions of these Terms of Service and its attached documents; or to the violation of the rights of another person or entity.
We are constantly updating our Platform, and that means sometimes we have to change the legal terms under which our Platform is offered including these Terms of Service. If we make changes that are material, we will let you know by posting on our platform, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Platform within the designated notice period. Your continued use of our Platform will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
Our Platform is provided “as is.” Butterflye and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Butterflye nor its suppliers and licensors, makes any warranty that our Platform will be error free or that access thereto will be continuous or uninterrupted.
Butterflye will use commercially reasonable efforts to make the Platform secure, free of viruses or other harmful code, uninterrupted and error free, however, Users acknowledge that Butterflye provides no warranty as to this.
Butterflye shall not be responsible for the content or information that may be accessed through the Platform.
Butterflye provides the Platform to the Operator for its own organization and the exchange of information by its Users. Butterflye does not control or examine the content generated by Users, does not guarantee that such content is appropriate and /or that it does not violate legal provisions and /or that do not contain malicious code.
Butterflye is not obligated to verify the identity of the Users, and thus will not be responsible in any case of illegitimate interposition of identity.
Butterflye will not be responsible for any circumstances that are outside its control or its possibility of knowing, such as the malfunctioning of the Platform due to congestion of the networks, the use of obsolete equipment by the Users, etc.
Butterflye shall not be liable for any direct or indirect damages arising from the use of the Platform, or for any other claim related to any other way in which the User uses the Platform, nor for the performance thereof, nor for errors or omissions in any content, nor for loss or damage of any kind caused by the use of content sent, transmitted or otherwise accessible through the Platform.
Butterflye will not be liable directly or indirectly for any loss or damage caused to the User in relation to any content, information, opinion, recommendation or advice expressed by a third party within the Platform.
In no event will Butterflye, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or Platform; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Butterflye under this agreement during the twelve (12) month period prior to the cause of action. Butterflye shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
If any part of these Terms and Conditions is illegal, null or inapplicable, said term will be considered separable from the Terms and Conditions and will not affect the validity and applicability of the rest of the terms.
The allowance of any breach of these Terms and Conditions will not imply an acceptance of future breaches with respect to these obligations.
You agree to indemnify and hold harmless Butterflye, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Platform in contravention of these Terms.
These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.
This Agreement shall be governed by the laws of Delaware, United States of America and subject to the exclusive jurisdiction of the courts of Delaware, United States of America.