Terms of Service

Effective Date: 5/25/2018

The following terms and conditions ("Terms"), in conjunction with our Privacy Policy, govern all use of the improvely.com website (the "Website") and all content, services, features, activities and products available at or through the Website, including but not limited to the website analysis service (hereafter "Service" or "Services"). The term "you" or "your" includes any of your subsidiaries, affiliates, agents or employees. The Services are owned and operated by Awio Web Services LLC (also referred to as "Awio", "we", "our" or "us"). Please read these Terms of Use carefully before using the Services.

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED IN THE TERMS OF USE BY REFERENCE, INCLUDING, BUT NOT LIMITED TO AWIO'S PRIVACY POLICY (COLLECTIVELY, THIS "AGREEMENT"). BY USING OR ACCESSING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. THIS AGREEMENT IS LEGALLY BINDING AND CONDITIONS YOUR USE OF THE SERVICES. If you do not agree to all the terms and conditions of this Agreement, you must discontinue use of the Services.

Account Registration and Access

To register for the Services and create an account, you must complete the registration process by providing Awio with requested information including your name, email address and billing information. You agree to provide us with complete and accurate information when you register for the Services, and to keep such information up to date.

You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Services on your behalf, you shall ensure that such third party is abides by the terms of this Agreement. You agree to notify Awio immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Services.

We may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

Fees

Services are available under a range of subscription plans (a "Plan"). Each plan includes a maximum amount of website visits that may be recorded by our Services in any given month of the subscription period, and an associated cost for each subscription period (e.g. monthly, annually).

You will select a Plan during registration for the Services, which may begin with a Free Trial period. After the Free Trial period, you will be billed for for the Plan you have chosen at the beginning of the subscription period chosen. At the end of your subscription period, your Plan will automatically renew for a subscription period equal to your prior subscription period unless you provide Awio with notice of your intent not to renew your Plan at least seven (7) days prior to the end of the then-current subscription period.

Should your usage of the Services exceed the maximum amount of website visits specified for the Plan you have chosen, your Plan will be changed to the lowest cost Plan advertised on our website that meets your needs (e.g. whose maximum amount of website visits is greater than the number of website visits you sent to our Services in the current subscription period). At the end of your subscription period, your renewal will take place on the new Plan with the associated cost of that Plan. Your subscription will renew on the new Plan every subsequent subscription period unless you choose to change to a different Plan from within the Improvely web application or by providing notice to Awio at least seven (7) days prior to the end of the then-current subscription period.

In the event you cancel your Plan, no refunds or credits will be provided for partial or unused months of the Services. Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.

You agree to pay all fees applicable to your Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services. We will bill the fees due under your Plan to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts. You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card.

We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in this Agreement. Awio has a zero tolerance policy for chargebacks. Any customer who disputes a credit card payment that is found to be valid will be permanently banned from using the Service. Unless otherwise stated, all fees are stated in U.S. Dollars.

Prohibited Uses

You may not use the Service for any illegal or unauthorized purpose, nor violate any applicable laws (including but not limited to copyright laws). You are solely responsible for any and all activities that relate to your Account.

You may not use the Service in connection with any adult or pornographic service. This includes use on a website containing primarily adult or pornographic content, or advertising on a website containing primarily adult or pornographic content.

You may not use the Service in any manner that violates the Terms of Service, Acceptable Usage Policy, or other such policies of companies you advertise with.

You may not use the Services in connection wth any website or portion of a website directed at individuals under the age of 13, or any website or portion of a website that you have reason to know is used primarily by individuals under the age of 13.

Awio, in its sole discretion, may accept or reject for any reason any person as a user of the Service.

License to Client Data

As between you and Awio, you shall retain ownership of any information, data and statistics that Awio obtains from your website, such as raw data and log files generated by and/or provided to the Services.

You hereby grant to Awio a royalty-free, non-exclusive, irrevocable, right and license to access your registered web page(s) and to access and log (a) any information concerning users' actions, entries, or activities on your web page(s), (b) any information sent to you by users' web browsers concerning users' web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or (c) any data or other information you provide to Awio (collectively "Client Data") for the purposes of (i) providing you with reports and other functions related to the Services; (ii) analyzing and improving the Services; and/or (iii) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, Awio's marketing and promotional purposes. This information will be presented only in aggregate form, and we will not share specific site data that identifies you or your visitors without your permission.

You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Awio on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.

Your Obligations With Respect to Cookies

In order to use the Services, you will be provided with code ("Improvely Script" or "Script") to embed in the HTML code of web page(s) that are properly registered for the Services and owned or operated by you.

The Script and/or Services may store cookies on computers used by those who visit your website ("Visitor(s)"). These cookies contain values that allow the Services to detect if the Visitor is a returning Visitor or a first-time Visitor to your web page(s), when the Visitor last visited the web page(s), and, if you are conducting A/B testing, what test group the Visitor is in. If you direct us to do so, such as by associating an identity with the Visitor, Personally Identifiable Information relating to the Visitor may be stored within these cookies. "Personally Identifiable Information" refers to information that can be used to personally identify a unique individual, such as name, e-mail address or username.

By using the Improvely Script implementing the use of such cookies, you represent and warrant that: (a) you will comply with all applicable laws relating to the placement of such cookies on Visitors' computers, including Directive 2009/136/EC of the European Parliament ("the Cookie Directive") where it applies; (b) you have posted (or you will post) a privacy policy on each website on which you use the Services, which clearly and conspicuously discloses the use of such cookies and (c) you have obtained all required consents and authorizations from your website Visitors relating to the use of such cookies.

Your Obligations With Respect to Visitor Information

The Services allow you to link anonymous data regarding your Visitors' activities and actions on your web page(s) with Personally Identifiable Information that you have collected regarding the Visitor. You shall be solely responsible for the consequences of using, disclosing, or transmitting such Visitor data, including Personally Identifiable Information.

You represent and warrant that:

  • you will comply with all applicable laws, including, but not limited to, those followed regarding the transfer of Personally Identifiable Information from the European Economic Area and/or Switzerland to the United States under the U.S.–EU Privacy Shield framework and U.S.–Swiss Safe Harbor, respectively, relating to the collection, use and disclosure of Visitor data, including Personally Identifiable Information, to Awio;
  • you will provide all required notifications and obtain all required consents and authorizations from your website Visitors to permit Awio to collect, obtain and/or use Visitor data, including Personally Identifiable Information, relating to Visitor use of your website, for the purposes of providing the Services;
  • you will not use the Services to collect or analyze sensitive Personally Identifiable Information (e.g. personal health information, political opinions, religious or philosophical beliefs);
  • you have posted (or you will post) a privacy policy on each website on which you use the Services, which contains a link to Awio's Privacy Policy and clearly and conspicuously states that:

    • you use third-party service providers to provide certain analytics and user interactions services to you in connection with your operation of such website, including the collection and tracking of certain data and information regarding the characteristics and activities of visitors to such website;
    • Visitors may opt-out of tracking by our Services by using the opt-out feature in Awio's Privacy Policy;
    • you may disclose Visitor data, including Personally Identifiable Information, to certain such third-party services providers in order to obtain such services.

To the extent Client Data that includes Personally Identifiable Information sent by you through the Services or your use of the Services involves transferring Personally Identifiable Information outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Data Processing Addendum (available through your account or upon request) shall apply to such Personally Identifiable Information and be incorporated into the Agreement. Client Data shall be hosted and persistently stored by Awio or its third-party service providers in the United States. In providing the Services, Awio may engage sub-processors to process Client Data, including, without limitation, any associated Personally Identifiable Information pursuant to this Agreement within the European Economic Area, the United States and in other countries and territories. Under no circumstances will Awio be deemed a data controller with respect to Client Data under the Data Protection Act (European Directive 95/46/EC) or any relevant or replacement law or regulation of any Member State as defined therein. "Personally Identifiable Information" means any Client Dat processed by Awio pursuant to the Agreement, relating to an identified or identifiable natural person; where an "identifiable natural person" means an individual who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to the individual’s physical, physiological, mental, economic, cultural or social identity.

Disclaimer of Warranties

The information and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Awio may make improvements and/or changes in the Service at any time, with or without notice. Awio does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or any other software on its servers are free of viruses or other harmful components. You specifically agree that Awio shall not be responsible for unauthorized access to or alteration of the Client Data or data from your Website. Awio does not guarantee storage of Client Data. Storage space allocated to you is subject to agreement with Awio or the amount of available space.

Awio does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Awio's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Awio or your servers are located or co-located. Complete accuracy in all aspects of your reports or other Client Data at all times also is not guaranteed.

THE SERVICE, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY AWIO, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE SOFTWARE, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. AWIO DOES NOT WARRANT THAT THE SERVICE, THE SOFTWARE OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT WILL AWIO BE LIABLE TO THE USER OR THIRD PARTIES FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF PROFITS OR LOSS, CORRUPTION AND/OR ALTERATION OF DATA) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR DATA AND/OR YOUR USE OF THE SERVICE AND/OR YOUR ACCOUNT, WHETHER IN AN ACTION IN CONTRACT, TORT, EQUITY OR OTHERWISE.

YOU VOLUNTARILY ENGAGE IN THE ACTIVITY OF INTERNET USE AND BEAR THE RISKS ASSOCIATED WITH THAT ACTIVITY. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR YOUR DATA THAT RESULTS FROM SUCH ACTIVITY. IN NO EVENT WILL AWIO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR UNAUTHORIZED ACCESS TO OR USE, ALTERATION, CORRUPTION, THEFT OR DESTRUCTION OF YOUR DATA AND/OR YOUR ACCOUNT.

AWIO'S LIABILITY IS EXPRESSLY LIMITED FOR ANY REASON AND UPON ANY CAUSE OF ACTION TO THE AMOUNT YOU ACTUALLY PAID TO AWIO FOR THE SERVICE DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU CLAIM THE CAUSE OF ACTION ACCRUED.

SOME JURISDICTIONS' LAWS PROHIBIT THE FOREGOING LIMITATION OF LIABILITY PROVISION. TO THE EXTENT THAT YOU LIVE IN A JURISDICTION THAT REFUSES TO ENFORCE THE FOREGOING PROVISION, AWIO'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.

Indemnification

You agree to indemnify, defend and hold harmless Awio from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from or related to Your data, Your use of the Service and/or any breach of these Terms by You. You further agree to defend, indemnify and hold harmless Awio from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from or related to any claims by third parties that Your data or Your use of the Service infringes upon, violates or misappropriates any of their Intellectual Property Rights or discloses their Proprietary Information.

Termination

We reserve the right to terminate Your account and use of our Services at any time and for any reason so long as permitted by law. An account terminated by Awio will not be backed-up for any reason and may be immediately terminated from Awio's servers, and will not be eligible for any refunds of monies paid.

Choice of Law

You agree that all disputes related in any way to or arising from Your use of the Service shall be governed, without respect to conflict of law principles, by the laws of the Commonwealth of Pennsylvania.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may wish to assert related in any manner to the Services must be filed within one (1) year after such claim or cause of action accrued or be forever barred.

Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of data exported to or from the United States or the country in which you operate or reside and to comply with any other local laws affecting the Services.

Users with questions about this Agreement or the Privacy Policy may contact Awio at:
dan@awio.com or 219 Chatham Pl., Lansdale, PA 19446