ayeQ Annual Plan Builder Terms & Conditions
Last updated: August 28, 2024
This Software Trial Agreement (“Trial Agreement”) set forth below, is entered into by and between the end user or company (“Customer”) and ayeQ Corporation, a Delaware corporation, with its principal place of business located at 20 W. Woodrow Avenue, Belmont, North Carolina 28012 (“ayeQ”). This Trial Agreement governs Customer’s access to and use of any defined software-as-a-service applications hosted by ayeQ. Customer must accept and agree to all of the Terms and Conditions hereof.
- DEFINITIONS
The following capitalized terms will have the following meanings whenever used in this Agreement.“Customer’s Partners” means any of Customer’s clients, partners or other third parties Customer gives access to the ayeQ Planning Package, including without limitation such companies’ agents and employees.“Customer Data” means all information processed or stored through the ayeQ Platform by Customer or on Customer’s behalf. Customer data does not include payment records, credit cards or other information Customer uses to pay ayeQ, or other information and records related to Customer’s account, including without limitation identifying information related to Customer staff involved in payment or other management of such account.
“Privacy/Security Law” means privacy and security laws governing ayeQ’s handling of Customer Data (if any). For the avoidance of doubt, Privacy/Security Laws do not include laws applicable to Customer or its data to the extent not described in the preceding sentence.
“Term” is defined below in Section 8.
“Training Material” means any descriptions of ayeQ functionality on its website or through consultation sessions.
- ACCESS TO THE ayeQ PLANNING PACKAGE
Use of the ayeQ Planning Package. During the Term, Customer may access and use the ayeQ Planning Package, which includes the ayeQ Plan and Model modules only, through the URL https://cloud.ayeqstrategy.com/.
Support. The Customer is entitled to technical support from ayeQ during the Term of this Trial Agreement. Technical support includes supporting completion of a discrete task on the ayeQ Plan and Model modules, answering questions about your account, or resolving defects in the ayeQ Plan and Model modules. Support requests must be submitted to .
- CUSTOMER DATA
Use of Customer Data. ayeQ shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the ayeQ Planning Package; or (b) give Customer Data access to any third party, except ayeQ’s subcontractors that have a need for such access to facilitate the ayeQ Planning Package and are subject to a reasonable written agreement governing the use and security of Customer Data. Further, ayeQ: (c) shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data.
- CUSTOMER’S RESPONSIBILITIES AND RESTRICTIONS
Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the ayeQ Planning Package, including without limitation by protecting passwords and other log-in information. Customer shall notify ayeQ immediately of any known or suspected unauthorized use of the ayeQ Planning Package or breach of its security and shall use best efforts to stop said breach.
Customer’s Partners & Other Users, Access. Customer is responsible and liable for: (a) Customer’s Partners’ and other Users’ use of the ayeQ Planning Package, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the ayeQ Planning Package through Customer’s account, whether authorized or unauthorized.
- INTELLECTUAL PROPERTY
IP Rights of Customer Data in the ayeQ Planning Package. Customer retains all right, title, and interest in any Customer Data uploaded to the ayeQ Planning Package, as well as design of any reports, or the results thereof.
IP Rights in the ayeQ Planning Package. ayeQ retains all right, title, and interest in and to the ayeQ Planning Package, including without limitation all software used to provide the ayeQ Platform and all graphics, user interfaces, logos, and trademarks reproduced through the ayeQ Platform. This Trial Agreement does not grant Customer any intellectual property license or rights in or to the ayeQ Platform or any of its components, except to the limited extent that this Trial Agreement specifically sets forth Customer license rights to Training Material. Customer recognizes that the ayeQ Platform and its components are protected by copyright and other laws.
- WARRANTIES AND REPRESENTATIONS
ayeQ’s Warranties.
- ayeQ warrants that the ayeQ Planning Package will perform materially as described in its Training Material. Customer acknowledges that complex software is never wholly free from defects and ayeQ gives no warranty or representation that the ayeQ Planning Package will be wholly free from defects.
- ayeQ does not warrant or represent that the ayeQ Planning Package will be compatible with any application, program or software not specifically identified as compatible with the ayeQ Planning Package in the Training Material.
- ayeQ warrants that it will perform Professional Services in a professional and timely manner.
- ayeQ has no obligation to indemnify Customer against third-party litigation.
Customer’s Warranties.
- Customer warrants it has and will collect the Customer Data in compliance with all applicable laws, including without limitation laws on privacy, security, and disclosure of personal information;
- Customer warrants it has and will obtain such consents as are required by applicable law for ayeQ to access and process the Customer Data as authorized by to this Agreement.
- LIMITATION OF LIABILITY
The use of the ayeQ Planning Package during the thirty (30) day Trial Period shall be entirely at the Customer’s own risk and ayeQ shall not be liable for any damages whatsoever.
- TERM AND TERMINATION
Term. The term of this Trial Agreement will commence when the Customer registers for an ayeQ trial, agrees to terms of the Trial Agreement, pays the associated trial fee(s), and completes the ayeQ onboarding process. The Trial Agreement will last for a period of thirty (30) days, or until Customer purchases a paid annual subscription; whichever comes first.
Trial Period. The Customer will initially receive access to the ayeQ Plan and Model modules for a period of thirty (30) days. This Trial Period may be extended upon request and at ayeQ’s sole option.
Suspension. At the end of the Trial Period, the Customer’s account access will be suspended and they will no longer be able to access data they have added. Access to data owned by other Customers will not be interrupted.
Termination for Cause. Either party may terminate this Trial Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective within seven (7) days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
Effects of Termination. Upon termination of this Trial Agreement, Customer shall cease all use of the ayeQ Platform. The following provisions will survive termination or expiration of this Trial Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 5 (Intellectual Property), and 7 (Limitation of Liability); and (c) any other provision of this Trial Agreement that must survive to fulfill its essential purpose.
At the end of the Trial Period Customer may send a written request to requesting that any Customer Data in ayeQ’s possession or control, including without limitation in the possession of subcontractors be deleted. In erasing Customer Data as required by this Trial Agreement, ayeQ shall leave no data readable, decipherable or recoverable on its computers or other media or those of its subcontractors.
- MISCELLANEOUS
Notices. ayeQ may send notices pursuant to this Trial Agreement to Customer’s email address provided by Customer, and such notices will be deemed received twenty-four (24) hours after they are sent. Customer may send notices pursuant to this Agreement to , and such notices will be deemed received seventy-two (72) hours after they are sent.
Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Trial Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Trial Agreement invalid or otherwise unenforceable in any respect. If a provision of this Trial Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each party.
