Terms and conditions
SaaS (Software as a Service) Agreement
This agreement between you ( “User”, “you”) and Asengana Inc., incorporated and registered in Toronto, Ontario, Canada (“Asengana”, “we”, “us” or “our”) is a legal agreement ( “Agreement”) that allows you to use our online writing platform (the “Platform”). Please read this Agreement before you subscribe to, access or use Asengana. By accessing or using any part of the website or web application (Platform), you 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 Asengana or use any of its services. The use of the Asengana Platform is available only to individuals over 18 years old. By using and/or registering to use the Platform, you agree to the following terms:
1. SaaS Services and Support The Platform is provided “as is”. Bugs/errors present in the system don’t constitute a breach of this Agreement. Subject to the terms of this Agreement, Asengana will use commercially reasonable efforts to provide you with optimal functionalities. We will also provide you with periodic backup of your files as to mitigate any possible loss of your work because of the Platform malfunction. Asengana’s administrator manages the Platform which includes:
• Hosted Services, the application and database software for the Hosted Services, the system and
server software used to provide these services.
• The computer hardware or virtual server (cloud) on which that application, database, system
and server software is installed.
• The Asengana subscription service and other software developments.
Asengana will make sure that the Platform will generate an account and we will provide you with the login details for the respective account during the trial period. After that period, only as soon as the payment is processed and as long as the subscription is paid monthly except for the situations mentioned specifically in this document. We may suspend the provision of the Hosted Services if any amount due to be you paid to Asengana under this Agreement is overdue. We will give you 15 days notice by email (the notice will also contain a backup of your projects). After one year of suspended status period we will delete your account and you will lose the right to renew your subscription at the initial price. Asengana will provide support to you via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm EST time, with the exclusion of official Holidays.
2. Restrictions and Responsibilities Asengana grants you a personal, non-transferable, non-exclusive license to use the Platform based on the terms of this agreement. Access to the Platform is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Platform without notice. We will not be liable to you if, for any reason, our site is unavailable for any period of time. If you create an account on Asengana, you are responsible for maintaining the security of your account, and you are solely responsible for all activities that occur under the account and any other actions online or offline taken in connection with the website. You must at once notify Asengana of any unauthorized uses of your account or any other breaches of security. Asengana will not be liable for any acts or omissions by you, including any damages of any kind incurred because of such acts or omissions. We shall have no liability in any circumstances whatever for any data loss or corruption and you agree that you have sole responsibility for protecting your data. You will obtain and maintain any electronic equipment needed to access the Platform (including, without limitations, computer, smart phone, tablet and the like). You are also responsible for maintaining the security of your equipment and your login credentials. We also recommend you change your password from time to time. You account can be used only by you. You must not sub-license or provide for a third party the right to access and use your account. Also, you must not use the access to Hosted Services in any way that is unlawful, illegal, or fraudulent.
3. Confidentiality and Proprietary Rights Asengana is the owner or the licensee of all intellectual property rights in the Platform including without limitation: the source code, trademarks, copyright. You retain all the intellectual property rights created by you in the content uploaded or posted by you on the Platform. Nevertheless, you grant Asengana a license to use, reproduce, display and transmit the content you upload or post to the Platform to the extent (and only to the extent) necessary for Asengana to enable your use of the Platform. This license shall be perpetual, worldwide, non-exclusive, royalty free and transferable. By submitting content for inclusion in Asengana, you grant Asengana a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying your Content to you or on the platform for activities you agree with like online contests or interaction with other users. If you delete Content, Asengana will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made at once unavailable. No clause of this Agreement will entitle assignment or transfer of any Intellectual Property Rights from the Platform to the User, or from the User to the Platform.
4. Subscription Payment Paid services ("Subscription") are available on Asengana Platform. By selecting a Subscription you agree to pay Asengana the monthly subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for a Subscription and will cover the use of that service for a monthly subscription period as indicated. Subscription fees are refundable on a case-by-case basis. The User will pay the subscription fee to Asengana based on the value of the subscription at the moment of becoming a member. The value of the subscriptions as advertised is exclusive of applicable sales tax which will be added to those amounts and payable by Customer to Asengana. Asengana will issue invoices and the User will pay using the payment gateway service.
5. Termination of SaaS Agreement This Agreement is automatically renewed every month unless the either party terminates the Agreement. Asengana may terminate your access to all or any part of Asengana at any time, with or without cause, with or without notice, effective at once. The User can terminate the Agreement by deleting his account.
6. Warranty and Disclaimer The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content with technical inaccuracies, typographical mistakes, and other errors. The Website 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. Asengana disclaims any responsibility for any harm resulting from the use by visitors of the Platform or from any downloading by those visitors of content there posted.
No representations, conditions, warranties or other terms of any kind are given regarding the Platform, and all statutory warranties and conditions are excluded to the fullest extent possible. All and any such responsibility and liability is expressly disclaimed. The following situations are not considered to be a breach of this SaaS Agreement: Force majeure event, fault or failure of the internet provider or any public telecommunications network, fault or failure of your computer system, electronic device or network, your breach of this Agreement, or necessary maintenance of the Platform. Notwithstanding, Asengana doesn’t warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
7. Limitation of Liability This agreement constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us. This agreement and any dispute or claim related to or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed following the law of Canada and will be subject to the exclusive jurisdiction of the courts of Ontario, Canada. If any provision of this SaaS Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If you do not agree to the terms of this agreement, please refrain from using the Platform. You agree to indemnify and hold harmless Asengana, 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 the Platform, including but not limited to your violation of this Agreement.
8. Miscellaneous Asengana may transfer and assign any of its rights and obligations under this Agreement without consent. Asengana reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to Asengana following any changes to this Agreement constitutes acceptance of those changes. Asengana may also, in the future, offer new services and/or features through Asengana (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.