By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These terms were last modified on 1st April 2019.
• -"Access Fee" means any fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Emonkey may change from time to time on notice to You) or through an authorized partner
• -"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party."Data" means any data inputted by You or with Your authority into the Website, including but not limited to customer data, accounting data, project data, files, and folders.
• -"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
• -"Service" means the online data synchronisation services made available (as may be changed or updated from time to time by Emonkey) via the Website or via web service application programming interfaces (API).
• -"Website" means the Internet site at the domain www.Emonkey.no or any other site operated by Emonkey.
• -" Emonkey" refers to the organisation providing the Service and Website. The registered address of Emonkey AS is Langvari 1b, 1348 Rykkinn, Norway, company number 912 899 586.
• -"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
• -"Third-party application" refers to software programs which are connected using the Emonkey Service, and which, for the purposes of clarity, include accounting, CRM, email, ecommerce, project management, time management, social media and other applications
• -"You" means the Subscriber, and "Your" has a corresponding meaning.
2. Use of Software
Emonkey grants You the right to access and use the Service via application, portal or Website according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
3. Your Obligations
1. Quality of Services:
If you decide to use the Services you accept that Emonkey is providing Services that may included errors or bugs that may cause unintended results, as is the case with any software. By accepting this agreement and using the Services You are stating that you accept and understand this risk and that you waive all rights to hold Emonkey and its directors, owners, employees, agents, information providers, affiliates, partners and advertisers responsible in any way, financially or otherwise, for such errors and results. Emonkey will investigate any reported issues by Subscribers, but does not guarantee a timeframe for resolution.
2. Payment Obligations:
Upon commencement of billing, and unless otherwise agreed in writing, you will be invoiced for payment by Emonkey for the relevant amount for the chosen period. Invoicing commences starting from the date You subscribe to a paid plan, usually upon the expiry of the free trial period. Emonkey will invoice again at the start of each new period for the relevant amount for continued access to the Service until this Agreement is terminated in accordance with clause 8. All Emonkey payment receipts and tax invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. In the case where You upgrade to a different Service level, You may be charged the difference in price between Your current Service and the new Service level in the current payment period, with the full amount for the new Service level being charged from Your next payment period onwards. In the case where You downgrade to a different Service level, You will be charged the new, revised amount from Your next payment period onwards. You are responsible for billing details are kept up to date, as any failed payments may result in a disruption of the Service. You may be charged for any bank fees incurred by Emonkey for failed payments. You are responsible for payment of all taxes and duties in addition to the Access Fee. Emonkey reserves the right to terminate Your use of the Services with immediate effect in the event of payment not being received in time.
3. General obligations:
You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Emonkey or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
You are only permitted to use the service to integrate your own internal business applications from within your own Emonkey account, and are not permitted to integrate with applications for external parties without the express written consent of Emonkey.
4. Access conditions:
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Emonkey of any unauthorized use of Your passwords related to the Service or any applications connected to the Service or any other breach of security, and You must reset your password through the Website/Portal. You must take all other actions that Emonkey reasonably deems necessary to maintain or enhance the security of Emonkey's computing systems and networks and Your access to the Services. As a condition of these Terms, when accessing and using the Services, You must:
A. not attempt to undermine the security or integrity of Emonkey's computing systems or networks or, where the Services are hosted by a third-party, that third-party's computing systems and networks;
B. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
C. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
D. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
E. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
F. By entering Data and enabling a third-party application for synchronization you acknowledge that you have read the third-party application vendor's terms and conditions governing the use of the application and any related API.
5. Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly data transaction volumes and the number of database calls You are permitted to make against Emonkey’s application programming interface. Emonkey follows a 'fair use' policy. If Your volume of transactions or database calls is deemed excessive by Emonkey we will contact you and attempt to find an acceptable solution.
6. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).When You make any communication on the Website, You represent that You are permitted to make such communication. Emonkey is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Emonkey does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Emonkey and its directors, owners, employees, agents, information providers, affiliates, partners and advertisers against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Emonkey, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
A. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
B. Each party's obligations under this clause will survive termination of these Terms. The provisions of clauses 4.1.A and 4.1.B shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Emonkey (or its licensors). 2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. Failure to pay the Emonkey Access Fee will not result in you being ’locked out’ or unable to access Data in Your third-party applications that You connected using the Service.
However, Your access to the Data via the Service is contingent on full payment of any stipulated Emonkey fees when due. You grant Emonkey a worldwide, non-exclusive, royalty free licence to use, copy, transmit, store, back-up and prepare derivative works of Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3. Backup of Data:
It is your responsiblity to maintain copies of all Data inputted into the Service. Emonkey adheres to its best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. Emonkey expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and your Data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Emonkey may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Emonkey shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. If the third-party software blocks or alters the data from Emonkey, Emonkey shall not be responsible for maintenance, support or fixing of the data.
5. Third-party Sites and Services
Our Website and Service contain links to other Internet sites owned and managed by third-parties, with the aim of enabling access to information available on their applications and Internet properties. Emonkey makes no representation whatsoever about any third-party sites which you may access from our Website and Service. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes of content on them. Our inclusion on our Website and Service of any third-party content or a link to a third-party site is for informational purposes only and is not an endorsement of that content or third-party site, that there is a commercial or any other relationship between Emonkey and the owners of such third-party sites or that Emonkey accepts any responsibility in relation to such third-party sites.
We disclaim any responsibility for or liability related to third-party applications, products and services that we connect to, list, or advertise on our Website and Service.
Your correspondence or related activities with third-party applications, including payment transaction, are solely between you and the relevant third-party. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third-parties. Any product order, licenses, third-party warranties, questions, complaints, or claims related to any application or service take place between you and the vendor and should be directed to the appropriate vendor.
Emonkey may display advertisements from third-parties, however Emonkey is not in a position to arbitrate disputes between the owners of intellectual property rights and companies who advertise or list their products on our Website and Service.
6. Data processing
By using the Emonkey Service, You understand and consent to the processing of Data and personal information in the European Union and Norway.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
A. You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
B. Emonkey has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorizing any person who is given access to information or Data, and you agree that Emonkey has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
iii. You will indemnify Emonkey against any claims or loss relating to:
i. Emonkey's refusal to provide any person access to Your information or Data in accordance with these Terms,
ii. Emonkey’s making available information or Data to any person with Your authorization.
C. The provision of, access to, and use of, the Services is on an "as is, as available " basis and at Your own risk.
D. Emonkey does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Emonkey is not in any way responsible for any such interference or prevention of Your access or use of the Services.
E. If you use the Service for synchronising data with an accounting application you accept that Emonkey is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
F. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
G. The Service depends on application programming interfaces (API’s) provided by third-party vendors, and Emonkey does not take responsibility for the functionality or bugs contained in them. You remain solely responsible for complying with all applicable accounting, tax and other laws in regard to your use of the Service and synchronisation of any applications. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
2. No warranties
Emonkey gives no warranty that our Website and Service will be uninterupted and error free. They are provided on an ”as is, as available” basis. Without limiting the foregoing, Emonkey does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
Some countries and/or states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such countries and/or states, our liability and that of our third-party content providers and their respective agents shall be limited to the greatest extent permitted by law.
3. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
To the maximum extent permitted by law, Emonkey and its directors, owners, employees, agents, information providers, affiliates, partners and advertisers excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website. If You suffer loss or damage as a result of Emonkey's negligence or failure to comply with these Terms, any claim by You against Emonkey arising from Emonkey's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
1. Prepaid Subscriptions:
In the case of termination of a monthly subscription partway through a period, Emonkey will not provide a refund for the remaining days in the subscription period, but instead keep the service accessible to the Subscriber until the end of the period paid for. In the case of annual pre-paid subscriptions, Emonkey will not provide any refund for any remaining prepaid period for access to the Service.
2. No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.2. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at any time during the current payment period. Emonkey typically uses a yearly payment in advance subscription model. You may terminate your Service at any point, however Access Fees paid for a payment period that was not completed at Your discretion will not be refundable.
A. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
B. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
C. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, Emonkey may take any or all of the following actions, at its sole discretion:
i. Terminate this Agreement and Your use of the Services and the Website;
ii. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
iii. Take either of the actions in sub-clauses (i), (ii) of this clause in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment for Access Fees due in relation to any of Your accounts (as defined at clause 3) is not made in full by the relevant due date, Emonkey may: suspend or terminate Your use of the Service or the authority for all or any of Your Organizations to use the Service.
10. Accrued Rights:
A. Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
B. remain liable for any accrued charges and amounts which become due for payment before or after termination; and immediately cease to use the Services and the Website.
11. Expiry or termination:
Clauses 3.1, 3.5, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
1. User Support: (first line support)
User support is provided through FAQ’s on the Website. In the event of the answer not being forthcoming from the Website the Subscriber may contact Emonkey via firstname.lastname@example.org Emonkey may re-direct the Subscriber to the Knowlegebase in response. Emonkey may decline to respond to a support request if it is created by an individual other than the Subscriber.
2. Technical problems: (secondline support)
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Emonkey. If You still need technical help, please check the support provided online by Emonkey on the Website, or the knowledgebase, or failing that email us at email@example.com. While aiming to respond as quickly as possible to any such request Emonkey does not offer any guarantee of response time.
Emonkey products and services run on a variety of servers and along side many third party products. If Emonkey asses the technical problem as contributed by a third party software or hardware problem or other non Emonkey product/service error there maybe a fee for investigation and resolving the issue. Some technical issues beyond the control of Emonkey will be referred back to the Emonkey customer to resolve themselves before the support case can continue.
3. Service availability:
Whilst Emonkey intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Emonkey has to interrupt the Services for longer periods than Emonkey would normally expect, Emonkey will use reasonable endeavors to publish in advance details of such activity on the Website.
1. Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment:
You may not assign or transfer any rights to any other person without Emonkey prior written consent.
14. Governing law and jurisdiction:
You submit to the exclusive jurisdiction of the courts of Norway for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
We may be required to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our Website or delivering them to You through e-mail. Notices to You will be sent to the email address which You provided when setting up Your access to the Service. Notices to Emonkey must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Emonkey.
17. Rights of Third-Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms..