These Terms of Service (as amended from time to time) constitute a legally binding agreement that governs your access to and use of any of Allthings’ services including the Allthings Free Edition Software (“Allthings Free“), Allthings Professional Edition Software (“Allthings Pro“), Allthings Team Edition Software (“Allthings Team“) (together the “Software“) and our website (www.allthings.io) (the “Site“) (the Site and the Software together the “Services“). These Terms of Service were last updated on 6 May 2014. By using the Services, you indicate that you have read, understood and accept these Terms of Service and that you agree to abide by them. Our Privacy Policy is a material part of these Terms of Service and is incorporated into these terms by reference. Our Privacy Policy can be found here: www.allthings.io/privacy-policy. If you do not agree to these Terms of Service, please refrain from using the Services. In these Terms of Service, the term “you” refers to you the customer and the terms “Allthings“, “we“, “us” and “our” refer to Allthings Limited, a company registered in Scotland under company number SC409175 with our registered office at 27 Stafford Street, Edinburgh, EH3 7BJ. Our VAT number is 126859091.

1.    REGISTRATION TO USE ALLTHINGS FREE

In order to use Allthings Free, you are required to complete the on-line registration form to provide us with your email address and you will need to create your own password. The information you provide to us when registering for the Software will be held and used by us in accordance with our Privacy Policy.

2.    FREE TRIAL OF ALLTHINGS TEAM

2.1  By registering on our Site, you will be provided with a time-limited evaluation licence free-of-charge to use Allthings Team to enable you to evaluate the additional functionality available in our subscription based software package (the “Evaluation Licence“). You acknowledge and agree that Allthings Team will automatically “time-out” at the end of the 14 day evaluation period if you have not at that time taken a full licence for the software. It is a breach of the Evaluation Licence to use Allthings Team for longer than the 14 day evaluation period and for the avoidance of doubt, it is a breach of these Terms of Service to create a utility to remove the timeout function or to reset the system clock to stop the date advancing.

2.2  You acknowledge and agree that as the Evaluation Licence is free-of-charge, we shall have no liability to you of any kind (except for death and personal injury caused by negligence or any other liability which by law cannot be limited or excluded) under the Evaluation Licence. We give no warranty of any kind respecting Allthings Team under the Evaluation Licence. You further agree that as Allthings Team consists of our valuable intellectual property rights, you agree to be bound by clauses 6 (IPR), 7 (Rule of Use), 10 (Termination), 12 (Severability), 13 (Waiver), 14 (Assignation), 15 (Entire Agreement) and 16 (Governing Law) of these Terms of Service.

3.   SOFTWARE LICENCES

3.1  In consideration of you agreeing to abide by these Terms of Service, we hereby grant to you a limited, non-executive, non-transferable, revocable licence to access and use Allthings Free using a web-browser or mobile device solely for your own personal, non-business use (“Free Software Licence“).

3.2  Prior to the expiry of the Evaluation Licence, you will receive an email from us advising you that your Evaluation Licence is about to expire and giving you the option of subscribing for a licence for Allthings Team or Allthings Pro. If you would like to obtain a licence for Allthings Team or Allthings Pro, you will be required to provide your payment card details and your subscription fee will be debited from your card by an approved third party payment processing company, such as PayPal. The subscription fee and different payment options for Allthings Team and Allthings Pro (the “Subscription Fee“) can be found here: www.allthings.io/terms-conditions. Payment will be taken from your card either monthly or annually in advance depending on the payment option you choose.

3.3  All amounts and fees referred to in these Terms of Service shall be: (i) payable in pounds sterling (unless otherwise stated); (ii) non-cancellable and non-refundable; and (iii) inclusive of VAT.

3.4  Where you opt to pay the relevant Subscription Fee on a monthly basis, we reserve the right to increase the Subscription Fee at any time upon providing you with 90 days’ prior notice by email.

3.5  In consideration of you agreeing to abide by these Terms of Service and paying the relevant Subscription Fee to us, we hereby grant to you a limited, non-executive, non-transferable, revocable licence to access and use the relevant software, Allthings Team or Allthings Pro, using a web-browser or mobile device solely for your own business purposes (“Subscription Software Licence“).

3.6  Except as expressly set out in these Terms of Service or as permitted by applicable law, you undertake: (i) not to rent, lease, sub-license or distribute the Software; (ii) not to adapt, modify or create derivative works of the whole or any part of the Software; (iii) not to reserve engineer, dissemble, de-compile, decipher or otherwise attempt to derive the source code for any part of the Software; (iv) not to remove any copyright, trade mark or other proprietary notices contained in or on the Software; (v) to supervise and control the use of the Software and ensure that, where applicable, the Software is used by your staff in accordance with the terms of these Terms of Service; and (vi) not to make the Software available, in whole or in part to any person other than your staff (where applicable) without the prior written consent of Allthings.

3.7  We reserve the right to update, further develop and/or enhance the Software as and when we see fit.

3.8  If you require support for Allthings Free, Allthings Pro or Allthings Team, please contact us by email at support@allthings.io. Any support services provided by us shall be at our sole discretion.

4.   ACCESS TO THE SITE

Access to the Site is permitted on a temporary basis, and we reserve the right to amend the Site we provide without notice. If the need arises, we may suspend access to the Site and we will not be liable to you if for any reason the Site is unavailable at any time or for any period.

5.   CHANGES TO THESE TERMS OF SERVICE

We reserve the right to amend, vary or update these Terms of Service from time to time as we see fit. When we make material changes to these Terms of Service we will post a change notice on our Site. Our Terms of Service will always indicate the date they were last updated and this will change whenever we amend our Terms of Service. It is your responsibility to check the Terms of Service each time you access our Site to ensure that you have read and understood the most recent version of these Terms of Service. Your continued use of the Services after the new Terms of Service have been posted on our website shall be deemed an acceptance by you of the revised terms.

6.   PERSONAL INFORMATION & PRIVACY

Please read our Privacy Policy which forms part of these Terms of Service. Our Privacy Policy explains what personal information we collect and how we use and protect this personal information. Please click on the link to view our Privacy Policy: (www.allthings.io/privacy-policy).

7.   INTELLECTUAL PROPERTY RIGHTS

7.1  We are the owner or the licensee of all intellectual property rights in the Services including without limitation the Software, any and all technology, code, text, sound, graphics, pictures, video, content and material provided by or on behalf of us through the Services. The Services are protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. Allthings reserves all rights, including without limitation, all intellectual property rights, in connection with the Services.

7.2  Your use of the Software is governed by and limited to the terms and scope of the Free Software Licence and/or Subscription Software Licence as set out in clause 3. You acknowledge that you have no right to have access to the Software in source code form.

7.3  Subject to a limited right to print, store and/or download the web pages from our Site for your personal use only, you may not copy, republish, sell, license, modify, edit, distribute, transmit, display or create derivative works from or otherwise make unauthorised use of any part of the Site.

7.4  You may not remove, obscure or alter any copyright, patent or trade mark notices or other proprietary notices from any material on our Site.

8.   RULES OF USE

Your use and access to the Site in violation of any of the following rules is strictly prohibited and may result in the immediate termination of your access to the Site and/or Software and/or be in violation of civil and criminal law. YOU AGREE THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES:

8.1  Infringe our Intellectual Property Rights: you shall not copy, modify or distribute any content from any of our Services (including without limitation our trade marks) except as specifically permitted by these Terms of Service.

8.2  Share your user name or password: you shall keep your user name and password confidential and not allow anyone else to access your account.

8.3  Use the Services for any illegal conduct: you shall not use the Services for any illegal conduct, in violation of any applicable law.

8.4  Reverse engineer, decompile or disassemble the source code: you shall not reverse engineer, decompile, disassemble or decipher the source code for the Software or any other software used to provide the Services.

8.5  Introduce viruses or attempt to gain unauthorised access to the Services: you must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Services, the server on which our Site is stored or any server, computer or database connected to our Site.

8.6  Create an account when your access to the Services has previously been terminated by us: if we have previously denied you access to the Services due to your breach of the Terms of Service, you are not permitted to register a new account with us.

8.7  Abuse the use of our support services: you shall not abuse or flood the support or help desk functions including by submitting false, trivial or repeated emails.

8.8  Abuse the use of our data storageyou shall not abuse our data storage capability by storing excessive amounts of data or through excessive usage of stored data. In such instances, we reserve the right to charge an additional fee for data storage and/or usage of stored data.

9.   LINKING TO OUR SITE

9.1  You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.2  You must not establish a link from any website that is not owned by you.

9.3  Our Site must not be framed on any other website, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.

10.   LINKS FROM OUR SITE

Where our Site contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

11.   TERMINATION

11.1  You may terminate your Subscription Software Licence at any time by sending us an email to subs@allthings.io to advise us that you wish to terminate your Subscription Software Licence. Once we receive notice of termination from you, your payment card will not be billed for the next calendar month. You will not receive any refund for Subscription Fees paid prior to your termination of your Subscription Software Licence.

11.2  Your access to the Services (including the Free Software Licence and/ or Subscription Software Licence) may be terminated by us at any time without prior notice: (i) where we believe that you have not complied with any of these Terms of Service; (ii) where the relevant Subscription Fee is not paid on the due date for payment; or (ii) if you have become apparently insolvent, are unable to pay your debts or have committed an act of bankruptcy.

11.3  Upon termination for any reason: (i) all rights granted to you under the Evaluation Licence, Free Software Licence or Subscription Software Licence shall cease; (ii) you must immediately pay any and all outstanding Subscription Fees covering the subscription period prior to termination; (iii) no further Subscription Fees shall become due and payable; and (iv) you must cease all activities authorised by these Terms of Service.

12.   DISCLAIMERS AND LIMITATION OF LIABILITY

12.1  You acknowledge that: (i) the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements; (ii) the Software may not be free of bugs or errors and you agree that the existence of errors shall not constitute a breach of these Terms of Service; (iii) your use of the Services will not be uninterrupted and the Services may be interrupted due to maintain, updates or system or network failures; and (iv) the use of the Services and the use of the internet is at your sole risk and Allthings cannot be responsible for any delays, interruptions or other loss or damage resulting from the transfer of data over communication networks including the internet.

12.2  THE EXPRESS TERMS OF THESE TERMS OF SERVICE ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE SERVICES YOU MAY TERMINATE YOUR SUBSCRIPTION AND CEASE USE OF THE SITE AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

12.3  SAVE FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR ANY OTHER LIABILITY WHICH BY LAW CANNOT BE LIMITED OR EXCLUDED, WE SHALL HAVE NO LIABILITY OF ANY KIND TO YOU IN RESPECT OF THE SOFTWARE OR THE SITE. IN PARTICULAR, WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER INCLUDING WITHOUT LIMITATION FOR LOSS OF PROFITS, CONTRACTS, DATA, GOODWILL, WORK STOPPAGE AND COMPUTER FAILURE RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES.

12.4  IN THE EVENT THAT WE SHALL BE FOUND LIABLE TO YOU FOR ANY REASON OTHER THAN DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, THE SUM PAYABLE TO YOU IN RESPECT OF SUCH LIABILITY SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO US IN THE YEAR OF THE CLAIM OR £100 WHICHEVER IS GREATER.

13.   SEVERABILITY

If any provision of these Terms of Service is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intention of Allthings and the remainder of the provisions shall continue in full force and effect.

14.   WAIVER

No delay or failure by us in exercising or enforcing any of our rights or remedies under these Terms of Service will constitute a waiver of such right or remedy. A waiver of any provision of these Terms of Service shall only be valid if in writing and signed by Allthings.

15.   ASSIGNMENT

We may assign or transfer these Terms of Service to any person or entity at any time without your consent. You may not assign or transfer any rights or obligations under these Terms of Service.

16.   ENTIRE AGREEMENT

The Terms of Service (including the Privacy Policy incorporated into these Terms of Service by reference) constitute the entire agreement between you and us relating to your rights and obligations in the use of the Services.

17.   GOVERNING LAW

These Terms of Service 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) shall be governed by and construed in accordance with the law of England. The Scottish or English courts will have exclusive jurisdiction over any claim arising from, or related to your use of the Services. You are responsible for compliance with any applicable laws of the country from which you are accessing the Services.

18.   CONTACT US

If you have any questions about these Terms of Service, please contact Allthings Limited at our registered office address stated above or by email on support@allthings.io