Terms Of Use - SU1 Premium Short Links

ITCS-Asia Limited. (“SU1,” “we” or “our”) provides URL shortening, custom-branded link, and link management and analytics products and services to its users (collectively, the “SU1 Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and use of the SU1 Services and constitute a binding legal agreement between you and SU1. If you accept this Agreement or use the SU1 Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you”, “your” and “Customer” will refer and apply to that company or other legal entity. If you have been granted access to and use of the SU1 Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition to this Agreement, the Customer’s use of the SU1 Services is governed by the SU1 Privacy Policy.

YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A SU1 ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE SU1 SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SU1 SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

SCOPE & MODIFICATIONS
1. Modifications. SU1 reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your SU1 Account Details page. By continuing to access or use the SU1 Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. The customer agrees that it is the Customer’s responsibility to check this Agreement periodically for changes and that its use of the SU1 Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the SU1 Services.
2. Scope & Current Offerings. As of the Effective Date, SU1 offers certain SU1 Services to Customers. SU1 may add, remove, suspend, discontinue, modify or update the SU1 Services at any time, at its discretion. After the effective date of such update, SU1 shall bear no obligation to run, provide or support legacy versions of the SU1 Services.
3. SU1 Enterprise Customers. If you have purchased a SU1 Enterprise Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms.
4. Support, Uptime & Training. The training and level of customer support for the tier of SU1 Services you purchase is set forth on the SU1 Services pricing page.
PAID ACCOUNTS
1. Fees. SU1 offers fee-based SU1 Services that provide additional features and functionality. Pricing and services for paid accounts are described on SU1’s Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree to pay SU1 all applicable fees for the tier of SU1 Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
2. Auto-renewals and Trials. If your account is set to auto-renew or is in a trial period and you have already provided a method of payment to SU1 for the Services, SU1 will charge your payment account automatically at the end of the trial or beginning of each renewal term for the renewal term, unless you notify us that you want to cancel or disable auto-renewal before the expiration of the then-current term. You may terminate the Agreement in your account’s Account Details page, or, if you purchased your Service through a SU1 account representative by contacting your SU1 account representative. If you are on a paid account plan lasting twelve (12) months or longer, we will notify you within 30 days before your account renews, including any changes in the Fees for the plan.
3. Payment. Customers will pay SU1 invoices on the payment interval selected. If not otherwise specified, payments will be due immediately. Customer authorizes SU1 to charge Customer for all applicable Fees using Customer’s selected payment method through SU1’s online payments platform. The customer will provide complete and accurate billing and contact information to SU1. SU1 may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.5%) per month (18% per annum), or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
4. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”), and the Customer is responsible for all Taxes resulting from this Agreement or Customer’s use of the SU1 Services. SU1 will invoice Customer for Taxes when required to do so by applicable law, and Customer agrees to provide payment under the terms of the invoice. In the event Customer is required by law to deduct and withhold any Taxes on amounts payable under this Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by the Customer on behalf of SU1 to the appropriate taxing authority and the Customer agrees that it will provide SU1 with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for SU1 to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by the Customer.
5. Downgrades. SU1 reserves the right to downgrade, suspend or terminate the Customer’s access to any or all SU1 Services if Fees are past due.
LICENSE, METRICS AND COMPLIANCE;
1. License to SU1 Services. Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, SU1 grants Customer and any other party agreed in an Order Form, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the SU1 Services solely to shorten uniform resource locators (“URL”), receive certain SU1 Link Metrics (defined in SU1’s Privacy Policy) and, for Enterprise Plan Customers, to utilize the other products and services defined on the applicable Order Form during the Term.
2. SU1 Link Metrics. As part of the provision of SU1 Services, SU1 collects and generates SU1 Link Metrics, which are described in SU1’s Privacy Policy. Certain, limited SU1 Link Metrics are published on SU1’s website. The customer acknowledges and agrees that all SU1 Link Metrics are owned by SU1, and that SU1 has the right to use, license, sell or otherwise dispose of SU1 Link Metrics as detailed in SU1’s Privacy Policy. SU1 does not make all SU1 Link Metrics available to Customers. Customers may access, use, and copy the limited SU1 Link Metrics we make available to Customers according to the Customer’s service tier. Customers may not combine any SU1 Link Metrics with any personally identifiable information and may not sublicense, sell, syndicate, or otherwise share SU1 Link Metrics with any third party.
3. Access Credentials. SU1 shall provide Customer with non-transferable access credentials for the SU1 Services. Customer shall not (i) misrepresent or mask identities when using the SU1 Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by SU1. The customer shall safeguard all access credentials provided by SU1 and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the SU1 Services; (2) Customer shall require its Personnel to comply with all laws and the use restrictions (including user seat restrictions) set out in the Agreement or otherwise prescribed by SU1 and shall not share access credentials to exceed the user limitations of the service tier Customer has purchased; (3) Customer represents and warrants that its Personnel has the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. SU1 may update, refresh or change the manner of accessing the SU1 Services at its discretion.
4. Compliance Monitoring. SU1 may monitor the Customer’s use of the SU1 Services for compliance with the Agreement. If SU1 observes usage of the SU1 Services that it believes are not in compliance with the Agreement, SU1 will notify the Customer and give the Customer five (5) business days to remedy its non-compliance. If the Customer does not remedy its non-compliance within five (5) business days, SU1 reserves the right to suspend or terminate the Customer’s use of the SU1 Services. SU1 reserves the right to suspend the Customer’s use of the SU1 Services without notice in the event that it believes, in good faith, the security of the Customer’s SU1 account has been compromised, or the Customer’s SU1 account is being used for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice for violation of the Agreement.
INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS
1. Ownership. Except for any Customer Content or Customer Services, the Customer acknowledges and agrees that SU1 is the sole and exclusive owner of all rights, title, and interest in and to the SU1 Services and SU1 Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications, and improvements thereof (“SU1 Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the SU1 Materials. Except for the limited license rights expressly granted herein, no rights to SU1 Materials are granted hereunder and all rights in such SU1 Materials are reserved.
2. Feedback. The customer is not required to provide any suggestions, enhancement requests, recommendations, or other feedback regarding the SU1 Services or SU1 Link Metrics (“Feedback”). However, if the Customer does so, all right, title, and interest in and to such Feedback shall be assigned to and shall become the sole and exclusive property of, SU1 upon its creation.
3. License Restrictions. The customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than SU1 or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the SU1 Services or SU1 Link Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the SU1 Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the SU1 Services or SU1 Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the SU1 Services or SU1 Link Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the SU1 Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the SU1 Services or SU1 Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the SU1 Services or SU1 Link Metrics. Notwithstanding anything to the contrary herein, SU1 may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if the Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that SU1 will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
4. Technical Restrictions. Customer shall not exceed the number and/or frequency of API calls, concurrent URL shortens, or other access to or use of SU1 Services in the relevant documentation or as otherwise provided by SU1 in an Order Form. If SU1 believes that the Customer has attempted to exceed or circumvent these limitations, SU1 may suspend or block the Customer’s access to the SU1 Services. SU1 may monitor the Customer’s use of the SU1 Services, including to ensure the Customer’s compliance with this Agreement.
5. Open Source Software. SU1 Services may incorporate software that is subject to terms that, as a condition of use, copying, modification, or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between the Customer and the applicable licensor of the Open Source Software and the Customer shall comply with the applicable Open Source Software license.
6. Third-Party Materials. SU1 Services may utilize third-party software or source code, including without limitation Open Source Software (“Third Party Materials”). SU1 has no control over Third Party Materials. Accordingly, SU1 is not responsible or liable for any Third Party Materials. While SU1 has no obligation to monitor Third Party Materials, SU1 may remove or modify such Third Party Materials at its discretion, including without limitation to comply with Law. The customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.
7. Trademarks. SU1 grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use SU1’s names, logos, designs, and other trademarks incorporated into the SU1 Services (“SU1 Marks”) during the Term and solely for the purposes of displaying such notice as part of the SU1 Services. The customer recognizes the validity of the SU1 Marks and SU1’s ownership and title thereto. Any goodwill derived from the use of the SU1 Marks by Customer shall inure to the benefit SU1. The customer will not challenge the SU1 Marks, or SU1’s ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement. The customer shall execute such documents as may be reasonably requested by SU1, or required by law, to establish SU1’s sole and exclusive ownership and rights in the SU1 Marks, or to obtain registration thereof.
CUSTOMER SERVICES, CONTENT AND INFORMATION
1. Customer Services. SU1 shall have no liability for any Customer product or service accessed through or making use of the SU1 Services or any end-user, customer, or Personnel’s use thereof (“Customer Service”). Customer shall not use the SU1 Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by SU1. The customer shall not suggest or imply that SU1 is the author of or otherwise responsible for the views or content of the Customer Service. The SU1 Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the SU1 Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on SU1 in any manner.
2. Customer Content. Customer hereby grants to SU1 an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other information provided by Customer to SU1 (“Customer Content”) in connection with the provision, operation and promotion of the SU1 Services, creation of SU1 Link Metrics and for other business purposes. SU1’s collection, use, and sharing of personal information SU1 receive from Customers or third parties (including social media networks) is described in SU1’s Privacy Policy. As stated in our Privacy Policy, where permitted by law, if you register a SU1 Account with an email address on a domain owned by an organization, such as your employer, we may share your email address and information about your Account with our sales team and the business to explore the business’ interest in creating or managing an enterprise account or for related purposes.
REPRESENTATIONS AND WARRANTIES
1. Customer Content Warranties. Customer represents and warrants that Customer Content and all information on which the SU1 Link Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any information on which the SU1 Link Metrics are based, was received, collected, used and provided to SU1 in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions (“Laws”); (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Customer Content and all information on which the SU1 Link Metrics are based; and (v) that none of the Customer Content or information or data on which the SU1 Link Metrics are based contains any personally identifiable information or persistent identifiers from individuals under the age of 13.
2. Further Customer Warranties. Customer further represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the SU1 Services or SU1 Link Metrics, Customer Content and Customer Services; (ii) it will not do anything that will make the SU1 Services subject to any open source or similar license which creates an obligation to grant any rights in the SU1 Services; (iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the SU1 Services or SU1 Link Metrics; (iv) in the event of any security breach or unauthorized access to any SU1 Services, SU1 Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify SU1 in writing, and, unless otherwise notified by SU1, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of SU1, all at Customer’s cost; and (v) Customer, Customer’s use of the SU1 Services, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.
3. SU1 DISCLAIMERS. SU1 SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SU1 DOES NOT WARRANT THAT: (I) THE SU1 SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE SU1 SERVICES, AND SU1 LINK METRICS WILL BE ACCURATE, ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SU1 SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE SU1 SERVICES OR SU1 LINK METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE SU1 SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS' USE OF THE SU1 SERVICES AND SU1 LINK METRICS IS SOLELY AT ITS OWN RISK. FURTHER, SU1 MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT THE CUSTOMER’S USE OF THE SU1 SERVICES AND SU1 LINK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND THE CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. SU1 SHALL BEAR NO RESPONSIBILITY FOR THIRD-PARTY PRODUCTS OR SERVICES (E.G., OPEN-SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD-PARTY MATERIALS, OR FOR HOST OR APP STORE PROVIDERS). THE CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE SU1 LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. SU1 DOES NOT WARRANT THAT THE SU1 LINK METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY, OR OTHERWISE RELIABLE. SU1 HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE SU1 LINK METRICS BY CUSTOMERS AND THIRD PARTIES.