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Terms of Service

Last updated: 2022-10-10

Thanks for using ILLA.

These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services.

  1. We’ll refer to these Terms of Service as the “Terms”, and to our website as the “Site”.

  2. We’ll refer to ILLA as “ILLA” or “we” or “us” or “our”.

  3. We’ll refer to all the services we provide, individually and collectively, and including our Product, as the “Services”.

  4. We’ll refer to you, the person or entity agreeing to these Terms, as “you” or “your”, and (if you are a purchaser of our Services), our “customer”.

Agreement to Terms

By accessing or using the Site, and/or using a Service (including a Product), you agree to these Terms.

Changes to Terms or Services

We may modify the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms, and to license our Products as further detailed below.

Your Right to Use the Site; Your Restrictions

  1. Things you can do. Subject to your compliance with these Terms, ILLA grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Site solely as provided for in these Terms.

  2. Things you can’t do. You will not (and you will not allow any other person to) do any of the following:

i. circumvent or manipulate the ILLA fee structure, billing process, or other fees owed to ILLA;

ii. access or attempt to access any other ILLA systems, programs, data or accounts that are not made available for public or your use;

iii. except as allowed with respect to backups of your data, copying, reproducing, republishing, uploading, posting, transmitting, reselling or distributing in any way any material from the Site;

iv. work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;

v. perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by ILLA’s other licensees or customers, or impose an unreasonable or disproportionately large load on ILLA’s infrastructure;

vi. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of ILLA or the Site or use any ILLA trademark or service marks, unless authorized to do so in writing by ILLA;

vii. attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ILLA or other generally available third-party web browsers;

viii. impersonate or misrepresent your affiliation with any person or entity;

ix. otherwise use the Site except as expressly allowed under the Terms.

The license granted in these Terms does not include any right of resale of any ILLA Product or Service; or any collection and use of any service listings, descriptions, or prices; any derivative use of any ILLA Service or its contents. No ILLA Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of ILLA. The licenses granted by ILLA terminate if you do not comply with these Terms of Use.

Intellectual Property Rights

1. ILLA’s (and its licensors’) Ownership of IP. The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. ILLA, the ILLA logo, and other ILLA trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of ILLA. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. In addition, the Product and Documentation contain proprietary and confidential information of ILLA and its licensors. ILLA and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by ILLA or its personnel in connection with the Products and performing the Services (collectively “ILLA Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the ILLA Materials or the Site except as expressly set forth in these Terms.

2. Your Ownership of IP. For purposes of these Terms, “Customer Data” means all non-public data provided by you to the us to enable provision of the Services. You own all right, title and interest in and to your Customer Data.

Use of the Services; Providing Us Information

1. You’ll Start by Creating an Account; Information You Must Provide. You will need to register with ILLA to become a Customer. You agree to provide accurate, complete registration information, and to will keep that information current. You agree that ILLA may store and use your registration information to maintain your account.

2. Information You Must NOT Provide; DISCLAIMERS.

i. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to ILLA any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. ILLA EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD-PARTY CONFIDENTIAL INFORMATION.

ii. Personal Data. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to ILLA any sensitive data or information including, without limitation, (1) protected health information regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”); (2) “cardholder data” as defined under the Payment Card Industry Data Security Standard (PCI DSS); or (3) “nonpublic personal information” as defined under the GrammLeach-Bliley Act of 1999, in each case as such Acts and standards have been or may be supplemented and amended from time to time. ILLA EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH DATA. If you would like to use ILLA with such data, we recommend you use the self-hosted version of ILLA, which can be air-gapped.

How We’ll Use Your Information; Our Privacy Policy

Your Privacy is Important to ILLA. Protecting your privacy is really important to us. With this in mind, we will protect your personal information in accordance with our Privacy Policy.

Data Security; Disclaimer

1. The Security of Your Information is Important to ILLA. ILLA takes reasonable administrative, physical and electronic measures designed to protect from unauthorized access, use or disclosure of the information that we collect from you. ILLA servers are located in professional and secure hosting facilities designed to host servers with protection from unwanted attacks over the Internet and physical attacks to the building or server itself. In particular, illacloud.com's servers are in a private network with a dedicated firewall, and are protected by round-the-clock interior and exterior surveillance. For physical security, our data centers are all SSAE-16 and/or ISO 27001 compliant. Our software infrastructure is regularly updated with the latest security patches. Through Google authentication, we offer two-factor authentication, and all traffic between servers is encrypted as well.

2. ILLA Backs Up Your Information. ILLA stores all data in secure locations, and performs multiple daily backups of all critical data (including the database). ILLA also tests its backups in duplicate environments on a regular basis to ensure their correctness, and to test disaster recovery scenarios. Database backups are audited daily.

3. You Have Security Responsibilities. You agree to: (i)keep your password and online ID secure and strictly confidential, providing it only to Authorized Users of your account; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. When you give someone your online ID and online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless ILLA from and against any and all liability arising in any way from the access to the Site by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Product, Documentation and Service, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.

4. Some Third Parties May have Incidental Access to Your Information. ILLA works with other companies to provide information technology services to users of the Site. These companies may have access to ILLA’s databases, but only for the purposes of providing service to ILLA. For example, a third party (such as AWS) may obtain access to Your Information in an effort to update database software. These companies will operate under consumer confidentiality agreements with ILLA.

5. The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. ILLA SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO ILLA’S GROSS NEGLIGENCE OR MISCONDUCT.

Ordering Products and Services from ILLA

1. Certain Definitions applicable to Buying Services on illacloud.com.

i. "Member" means any individual (including your employees, agents, contractors, suppliers of services, and customers, in each case to the extent that you invite to your team such individual) who is authorized to access the apps, resources, files, or any other resources in your team or organization by you or other members in your team who have authorization capabilities like you. Each member must use a unique identity to access and use ILLA Cloud unless otherwise licensed and may access the services only to the extent licensed by you.

ii. “Editor” means any individual (including your employees, agents, contractors, suppliers of services, and customers, in each case to the extent that your license includes, and you pay for, such individual) who is authorized to edit app(Defined as Owner, Administrator, Editor roles in ILLA Cloud) by you or other members in your team who have authorization capabilities like you. Each editor must use a unique identity to access and use ILLA Cloud unless otherwise licensed and may access the services only to the extent licensed by you.

iii. “Delivery” means the availability of the Product and/or Documentation by us to the you via electronic or other means, without regard to when you actually install or use such Product.

iv. “Documentation” means the instruction manuals, user guides, and other information to be made available from time to time by us to you in electronic form.

v. “Order” is defined as the purchase of a Product (accepted by us) which you select and pay for with a valid online payment.

vi. All references in this Agreement to “buying” or to the “sale” or “purchase” (or other similar terms) of any Subscription or Service or Product shall mean the sale or purchase of a license to such Subscription or Service or Product.

vii. “Product” means, collectively, the product(s) set forth in any Order (to the extent such product(s) are subsequently made available to you by us), as well as any Update made available to you by us.

viii. “Public Application” means an application that is available to the public without restriction (by password, payment, network infrastructure, or otherwise).

ix. A “Server” means that computer device on which the Product is installed and operated. A Server may be located on your site or may be a “cloud” server located on our site or at a third party’s remote hosting site contracted for by either us or you. You agree that our third-party hosting provider meets or exceeds your standards for security and related certifications.

x. “Specifications” means those technical specifications in respect of the Product(s) which are published by us and are in effect at the time of Delivery.

xi. “Subscription” means licenses to the Product and Documentation. A Subscription includes access to currently supported versions of the Product for the term of the Subscription.

xii. An “Update” means enhancements, modifications, or additions to the Product or Documentation as may be made available from time to time by us to you.

xiii. “Use” shall mean the legal use by Customer of the Product and Documentation and/or Services in accordance with the terms and condition of these Terms and in a manner consistent with the Specifications, subject to any applicable Usage Limitation.

2. How to Order Products. You can select Products for purchase by browsing our Product offerings on our pricing page, selecting the Product(s) you want to license, and successfully completing the payments process.

i. An Order submitted by you to ILLA corresponding to Products for which you’ve successfully completed the payments process constitutes the agreement forILLA to provide the Products and for you to receive and pay for such Products.

ii. ILLA shall have no responsibility to provide any Product with respect to Orders submitted where you have not successfully completed the online payments process or refunded.

3. Your Order Cannot Contain Additional Terms or Conditions. These Terms set out the complete and exclusive statement of the contract between you and ILLA with respect to your purchase of Products. Any additional or conflicting provisions contained in an Order from you are expressly rejected.

4. International Access. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.

5. Products Subscriptions; Renewals. ILLA Cloud Plus and ILLA Drive storage are licensed pursuant to Subscriptions. Subscriptions will be for the term agreed to in an applicable Order. Subscriptions will automatically renew for successive one-year or one-month terms based on the plan you subscribed to at ILLA’s then-current fees unless you provide written notice of non-renewal to us at least fourteen (14) days prior to the end of the then-current term of the applicable subscription.

6. One-time purchase. ILLA Drive Traffic is a consumable product that cannot be restored once used. After use, you will need to continue purchasing in order to keep using it.

7. Products are Delivered Electronically. All Products, Updates and Documentation licensed by you pursuant to these Terms will be delivered electronically (such as by electronic mail, file transfer or other means of electronic transmission, or in the case of ILLA Cloud subscriptions or purchases, by giving you access to such Products, Updates and Documentation). In the case of a renewal of a Subscription, you acknowledge and agree that there is no delivery requirement for such renewal. Such renewals shall be deemed Delivered on the first day of the then-current renewal term of the applicable Subscription.

8. Usage Limitations. Your Subscription or purchase may be subject to Usage Limitations. Usage Limitations may include (among other things) a description of the specific product or service licensed from us, a maximum number of Authorized Users, the initial term of your Subscription, the fees you agree to pay us, a maximum amount of allotted storage, a maximum amount of traffic or other limitations. Usage Limitations applicable to your Subscription are set forth in our Product offerings on our pricing page or Product purchase page. If your use of our Services exceeds a Usage Limitation or otherwise requires the payment of additional fees, you shall be billed for such usage and you agree to pay the additional fees.

Termination of Product Subscriptions or purchases

1. Termination by You or by Us. Either of us may terminate any Product Subscription under these Terms immediately if the other commits any material breach of any term of these Terms and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty (30) days of a written request to remedy the breach.

2. Termination by Us. We may terminate any Product Subscription under these Terms upon our reasonable determination that your Use of the Product or Documentation or Services (i) violates any applicable law or regulation or (ii) poses a threat to the secure or reliable provision of Services to other customers, or to the Cloud Infrastructure, or to the data contained therein.

3. What Happens if a Product Subscription is Terminated? Any termination of any Product Subscription pursuant to these Terms shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination of any Product Subscription pursuant to these Terms, you will immediately uninstall or destroy (or at our sole option) all copies of the Product and Documentation in its possession or control, and your duly authorized officer shall certify in writing to us that the you have complied with this obligation.

Payment Terms

1. Invoicing and Payment. ILLA’s right to payment for any Product or Service purchased by you shall accrue on the date the Product or Service is Delivered to you. Except as otherwise expressly provided in these Terms, all payments accrued or made under these Terms are non-cancelable and nonrefundable. All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon these Terms. Any taxes related to the Product, Documentation or Services purchased or licensed pursuant to these Terms including, but not limited to, withholding taxes, will be paid by you, or you will present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes based on our net income. All payments will be made in United States dollars.

2. Your Failure to Pay or Failure to Pay on Time. If you have any outstanding balance due on your account, then we have the right to withhold Delivering any Product and Services to you until you have paid your account balance in full. If your payment is late, we may charge interest on your outstanding late balance at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received by us. You agree to reimburse us for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.

Additional Terms Applicable to ILLA Cloud Subscriptions

1. Definitions Applicable to ILLA Cloud Subscriptions.

“Cloud Infrastructure” means the Product including ILLA Builder, ILLA Drive, and the computing, storage, traffic, networking, and other hardware and software infrastructure used in providing the Services in ILLA Cloud.

2. Hosting and Control of ILLA Cloud We may take such steps as may be necessary to prevent any person or entity, including you, from infringing on the ability of other customers to reasonably Use the Services. The method and means of providing the Services shall be under our exclusive control, management, and supervision. We will provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable law.

3. Your Obligations Related to Customer Data. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Customer Data. You will provide accurate, current and complete information required to enable your Authorized Users on the Cloud Infrastructure, and to maintain the accuracy of such information during the Use of the Product and Services. You will require Authorized Users to maintain proper password security, and for maintaining the confidentiality of your account. Without limiting any other responsibilities you have under these Terms, you are responsible for the actions of your Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User, and of any other individuals to whom you have given access to the Product or Services. You will not, and will not permit or enable others to, access or attempt to access any accounts or data on the Cloud Infrastructure, other than those explicitly belonging to you or provided by us for your Use.

4. Restrictions on Your Use of the Cloud Infrastructure. You will not, and will not allow or enable any Authorized User or other person to: (1) access the Product or Services for or upload to the Cloud Infrastructure anything unlawful, misleading, malicious or discriminatory; (2) use any tool to enable features or functionality that are otherwise disabled in the Cloud Infrastructure, or decompile, disassemble or otherwise reverse engineer the Cloud Infrastructure; (3) perform or attempt to perform any actions that would interfere with the proper working of the Cloud Infrastructure, prevent access to or use of the Cloud Infrastructure by our other customers; or (4) upload or transmit to the Cloud Infrastructure any device, software or routine that contains any computer programming routine that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Cloud Infrastructure.

5. Your License Grant to Us Related to Customer Data. You grant to us a license store, record, transmit, maintain, and display the Customer Data only to the extent necessary to carry out its obligations under these Terms.

6. Storage and Backups. We regularly back up the database used in conjunction with the Services. We will make a commercially reasonable effort to assist in restoring lost data; however, we do not guarantee that every backup will complete without error, that we will be able to restore any specific data, or that we will retain any backup for longer than thirty (30) days.

Refund Terms

If you are not satisfied with our product, you can apply for a refund after payment has been made. If you require a refund, please contact billing@illasoft.com.

1. Regarding refunds for ILLA Cloud Plus subscriptions. You can apply for a refund in writing within 7 days of payment. Once we receive your application, we will process a full refund within 14 days.

2. Regarding refunds for ILLA Drive Storage subscriptions. You can apply for a refund in writing within 7 days of payment. Once we receive your application, we will process a refund for the remaining balance within 14 days, calculated based on your actual usage.

3. Regarding refunds for the purchase of ILLA Drive Traffic. You can apply for a refund in writing within 7 days of payment. Once we receive your application, we will process a refund for the remaining balance within 14 days, calculated based on your actual usage.