Terms of Service
Last Updated: 14th July, 2023
- “Visitorscloud,” we,” and “us” refer to Havosoft International Limited, a company doing business as Visitorscloud, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
- The “Service” refers to the Website and online products provided by Visitorscloud.
- The “Website” refers to Visitorscloud’s website located at visitorscloud.com, and all content, services, and products provided by Visitorscloud at or through visitorscloud.com and its subdomains.
- “User,””you,” and “your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. A User must be at least 18 years of age.
- “Authorized Users “refer to Users and the Visitorscloud personnel that Users authorize to access our Service.
The Visitor’s Cloud system is a robust and user-friendly platform designed to streamline the entire visitor management lifecycle, from pre-registration to check-out. It aims to digitize and optimize the entire visitor management workflow. It will be a centralized cloud-based platform that enables efficient visitor data collection, visitor tracking, operational efficiency, and data security.
By using or accessing any part of our Service, you are representing that you have the capacity and authority to enter into this agreement and are consenting on behalf of yourself and/or as an authorized representative of your company, as applicable, to be bound by this agreement.
3. Account Terms
3.1 Access to Services
Visitorscloud distributes the Service online. You are solely responsible for providing, installing, and maintaining at your own expense all equipment, facilities, and services necessary to enable Authorized Users’ access and use of the Service through the interface, including, without limitation all computer hardware, software, and Internet access.
3.2 User Account Security
You are solely responsible for tracking and ensuring the security and confidentiality of all user identifiers and passwords. Visitorscloud has no liability with respect to any use or misuse of such identifiers or passwords, and any use other than as provided in this Agreement will be considered a breach of this Agreement by you.
4. Acceptable Use
4.1 Compliance with Laws and Regulations
You will use commercially reasonable efforts to ensure, through proper instructions and enforcement actions, that all access to and use of the Service by you or Authorized Users, or otherwise through your facilities, equipment, identifiers, or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, or this Agreement.
4.2 Conduct Restrictions
No provision of this Agreement includes the right to, and you will not, directly or indirectly:
- Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service
- Take any action that imposes, or may impose at Visitorscloud’s discretion, an unreasonable or disproportionately large load on Visitorscloud’s infrastructure
- Knowingly upload invalid data, viruses, or worms through the Service
- Enable any person or entity other than Authorized Users to access and use the Service or Technology
- Modify or create any derivative work based upon the Service or Technology
- Engage in, permit, or suffer to continue any copying or distribution of the Service or Technology
- Reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service or Technology
- Access the Service in order to build a competitive solution or to assist any third party to build a competitive solution
- Remove, obscure, or alter any proprietary notice related to the Service or Technology
- Engage in, permit, or suffer to continue any use or other activity that is not expressly authorized under this Agreement by any person or entity within your control.
In the event you violate any of the terms in this section, in addition to any other remedies available at law or in equity, Visitorscloud will have the right, at its discretion, to immediately suspend your and Authorized Users’ use and access to the Service.
5. Service Period
This Agreement will commence on the Subscription Date and, unless terminated early in accordance with Section 7, continue for the number of months or year(s) specified in the Subscription as measured from the Subscription Date (the “Initial Period”).
If you are using the Service monthly, this Agreement will be deemed month-to-month and either party will be free to not renew or terminate this Agreement immediately upon notice to the other, if annually, then it shall be deemed to expire yearly unless auto-renewal is enabled.
- Pricing: Unless the parties agree otherwise in a separately executed written agreement for a Paying Plan, all fees including taxes for the Service (“Fees”) will be initially based on the pricing published at the Website as of the Subscription Date for the Initial Period. The Fees may be calculated on the basis of the number of users in your organization, the number of synchronized repositories, the number of executed workflows and automation, and the duration of data retention.
- Authorization for payment: You agree to give Visitorscloud permission to charge you using that payment method for any services used during the Service Period. As indicated in a Subscription, Visitorscloud may bill: in advance; at the time of purchase; shortly after purchase; or on a recurring time- or usage-based basis.
- Responsibility for payment: You agree that you are authorized to use the payment method you entered when creating a billing account. You must keep all information in your billing account current. You can access and modify your billing account information through the Website and may change your payment method at any time. If you notify Visitorscloud to stop using your previously designated payment method and fail to designate an alternative, Visitorscloud may immediately suspend use and access to the Service. Any notice from you changing your billing account will not affect charges Visitorscloud submits to your billing account before Visitorscloud reasonably could act on your request.
- Billing schedule; no refunds: Payments for all accounts registered to pay via credit card are due the date the invoice is posted on your account. If any payment is not made when due, Visitorscloud may immediately suspend use and access to the Service. All prepayments, if any, for the Service (monthly, yearly, or otherwise) will be deemed fully earned upon payment and are non-refundable.
- Pricing changes: Except for automatic increases to adjust for inflation, Visitorscloud will notify you in advance, either through the Service or by email. If Visitorscloud changes Fees that would apply to you in a Renewal Period. If you do not agree to these changes, you must give notice of your intent to not renew the Agreement for such Renewal Period and stop using the Service on or before the effective date of termination. If you fail to give notice of non-renewal, your payment information on file will be charged according to the new Fees thereafter.
- Cancellation: If you terminate this Agreement early or if it’s terminated early by Visitorscloud pursuant to Section 7, you will not be obligated to pay the Fees following the effective date of termination. In all other cases, and regardless of whether you and your Authorized Users access or use the Service at the levels reflected in the Subscription or otherwise, you are responsible for paying all Fees through expiration of the Service Period.
7. Cancellation and Termination
7.1. Account Cancellation
It is your responsibility to properly cancel your account with Visitorscloud. You can cancel your account at any time by going into your account settings.
7.2. Upon Cancellation
Any and all rights granted to you with respect to the Service and Technology, and any and all rights granted to Visitorscloud with respect to your data except as written in Section 11.2, will terminate on the effective date of termination. You agree to return to Visitorscloud any and all Confidential Information of Visitorscloud in your possession or control. Visitorscloud will have no obligation to provide the Service to you or Authorized Users after the effective date of the termination. You will pay to Visitorscloud any amounts payable for your and Authorized User’s use of the Service through the effective date of the termination, together with all other amounts in accordance with Section 6. This Section 7 and Sections 4, 6, and 10-15 will survive the expiration or earlier termination of this Agreement.
Visitorscloud’s only obligation with respect to any electronic information transmitted or received by you or Authorized Users in relation to use of the Service is to promptly delete or destroy any information that is stored in the Service database on the effective date of termination upon your request. You acknowledge that the duration of the retention of such information is determined by the terms of the applicable Paying Plan. In addition, you acknowledge that although information in the Service database will be deleted from its transaction servers, Visitorscloud may retain such information stored on automatic backup archiving systems during the period such backup or archived materials are retained under Visitorscloud’s customary procedures and policies. In addition, Visitorscloud may retain certain information as provided in Section 11.2.
7.3. Visitorscloud May Terminate
Visitorscloud may terminate this Agreement immediately upon notice to you if you breach any provisions in the Agreement, in order to comply with applicable laws or regulations, or if you default in the timely payment of any amounts due Visitorscloud under a Paying Plan.
8. Service Commitment and Support
Excluding scheduled maintenance windows, Visitorscloud will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each month during the term of this Agreement. The Service will be deemed “available” so long as Authorized Users are able to login to the Service interface and access data.
If you are under a Paying Plan, Visitorscloud will provide in-product and email support (“Support”). Although no response times are guaranteed, Visitorscloud will use commercially reasonable efforts to respond to such support requests within 48 hours. Visitorscloud may delegate the performance of certain portions of the Support to third parties but will remain responsible to you for delivery. In the event any Support is not performed with reasonable skill, care, and diligence, Visitorscloud will re-perform the Support to the extent necessary to correct the defective performance, and you acknowledge that re-performance will be your sole and exclusive remedy for any defective performance.
Subject to this Agreement, Visitorscloud will make the Service available to you and Authorized Users during the Service Period, and Visitorscloud hereby grants to you, during the Service Period, a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Service through the interface and the Website, and to access and use Visitorscloud’s technical and operations documentation and Agents (as defined in Section 9) in support solely for your internal, business use.
9. Agents; Third-Party Content
Visitorscloud will make various application program interfaces (APIs), agents, libraries, and other materials available at the Website or through the Service at its discretion to support your access and use of the Service (collectively, “Agents”). You acknowledge and agree that:
- The Agents may only be used on systems owned, leased, or primarily operated by you
- The Agents are made available solely to support access and use of the Service, and Visitorscloud has no liability with respect to any other uses of the Agents
- Certain of the Agents may include third-party content that is subject to open-source license terms that may expand or limit your rights to use such content
You agree to review any electronic documentation that accompanies the Agents or is identified in a link provided to you to determine which portions of the Agents are open source and are licensed under open source license terms. To the extent any such license terms require that provide you the rights to copy, modify, distribute, or otherwise use any open source software in the Agents that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable open source license terms will take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Further, you acknowledge and agree that all third-party content is governed by its respective terms and such terms are solely between you and the applicable licensor. You agree to comply with such third-party terms (including open source license terms), as applicable, and Visitorscloud has no liability with respect to third-party content under this Agreement.
10. Nonuse and Nondisclosure of Confidential Information
As used in this Agreement, “Confidential Information” means any information that is proprietary or confidential to the Discloser (as defined below) or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business, or other nature. However, Confidential Information does not include any information that:
- Was known to the Recipient (as defined below) prior to receiving the same from the Discloser in connection with this Agreement
- Is independently developed by the Recipient
- Is acquired by the Recipient from another source without restriction as to use or disclosure
- Is or becomes part of the public domain through no fault or action of the Recipient
Each party reserves any and all rights, titles, and interests (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement. The party that receives any Confidential Information (the “Recipient”) of the other party (the “Discloser”) will protect the Confidential Information of the Discloser against any
Unauthorized Use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against Unauthorized Use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information of the Discloser is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which the Discloser provides it.
This section will not be interpreted or construed to prohibit:
- Any use or disclosure that is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties
- Any use or disclosure required by applicable law provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information
- Any use or disclosure made with the consent of the Discloser.
In the event of any breach or threatened breach by the Recipient of its obligations under this section, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations. The obligations of confidentiality will survive the expiration or termination of this Agreement.
- Customer Data
11.1. Ownership of Data
You retain ownership, right, and responsibility to all text, software, audio, video, images, or other content that you and/or any Authorized User run on or through the Service (collectively “Customer Data”), subject only to the limited rights expressly granted in this Agreement and intellectual property rights. You are solely responsible, and Visitorscloud assumes no liability for the Customer Data that Authorized Users or other third parties post, send or otherwise make available over or through the Service.
11.2. License Grant to Visitorscloud
In order to provide and support the Service for your benefit, you hereby grant Visitorscloud a worldwide, non-exclusive, royalty-free license during the Service Period to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, and archive Customer Data. You agree that, so long as no Confidential Information is publicly disclosed, Visitorscloud may:
- Use Customer Data to refine, supplement, or test Visitorscloud’s product and Service offerings
- Include aggregated and anonymized data in any publicly available reports, analyses, and promotional materials
- Retain anonymized, non-attributable data following any termination of this Agreement for use in connection with the above
- List you as a Customer and use your name and logo on the Website, on publicly available customer lists, and in media releases during the Service Period.
12. Intellectual Property
As used in this Agreement, “Technology” means any and all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, user manuals, documentation, products or other technology and materials of any kind, or any enhancement thereto, used by Visitorscloud in connection with the performance of the Service or the Support, or made available by Visitorscloud to you, any Authorized User, or any third party in connection with the Service or the Support. Without limiting the above, Technology includes the products, services, and technology made available through the Website, the Agents, the Service interface, and any Visitorscloud branded or co-branded websites (including sub-domains, widgets, and mobile versions).
The Service and Technology constitute or otherwise involve valuable intellectual property rights of Visitorscloud, and Visitorscloud will own all rights, title, and interest in and to the above. No title to or ownership of the Service or Technology, or any intellectual property rights associated therewith, is transferred to you, any Authorized User, or any third party under this Agreement. Sections 8-9 describe the entirety of your limited rights to access and use the Service and Agents and to make the Service and Agents available to Authorized Users. Except with respect to certain of the Agents, in no event will you be entitled to access or review any object code or source code. Visitorscloud reserves all rights to the Service and Technology not otherwise expressly granted herein.
13. Limitations of Liability
You understand and agree that we will not be liable to you or any third party for any damage, injury, or loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:
- The use, disclosure, or display of your Customer Data
- Your use or inability to use the Service
- Any modification, price change, suspension, interruption, cessation of transmission, or discontinuance of the Service
- The Service generally or the software or systems that make the Service available
- Unauthorized access to or alterations of your transmissions or data
- Statements or conduct of any third party on the Service
- Any other user interactions that you input or receive through your use of the Service
- Hacking, tampering, or other unauthorized access or use of the Service or your account(s) or the information contained therein
- Errors, mistakes, or inaccuracies of data
- Personal injury or property damage, of any nature whatsoever, resulting from your and authorized users’ access to and use of the Service or support
- Any other matter relating to the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
These limitations will not apply to damages arising out of a party’s failure to comply with its confidentiality obligations, indemnification obligations, or payment obligations to Visitorscloud. Except for their respective indemnity and confidentiality obligations, in no event will either party, their affiliates, directors, employees, or licensors be liable to the other party or any authorized user for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the fees you paid to Visitorscloud.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the non-breaching party has been advised of the possibility of such damage. The above limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
14. Representations and Indemnities
This section states Visitorscloud’s entire liability and your exclusive remedies for intellectual property rights infringement. You hereby represent and warrant to Visitorscloud that you have the authority to enter into and perform this Agreement, and that the performance of the Agreement’s obligations and exercise of its rights do not and will not violate any applicable laws, regulations, or orders.
You hereby represent, warrant, and covenant that:
- You or your licensors owns all right, title, and interest in and to Customer Data
- You have all rights to Customer Data necessary to grant the rights contemplated by this Agreement
- You have obtained any necessary third-party approvals, including without limitation applicable vendors and licensors, in relation to third-party content to be used by you in connection with the Service or will obtain such approvals prior to such use.
Visitorscloud hereby represents, warrants, and covenants to you, if under a Paying Plan, that:
- The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity
- Visitorscloud has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement
You agree to defend, indemnify, and hold harmless Visitorscloud and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys’ fees) arising out of or related to:
- Your or Authorized Users’ use of and access to the Service
- Your or an Authorized User’s violation of any term of this Agreement
- Your or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights
- Your or an Authorized User’s violation of any law, rule, or regulation
- Any claim or damages that arise as a result of any Customer Data
- Any other party’s access and use of the Service with a provided identifier(s) and password(s).
Visitorscloud agrees to defend, indemnify, and hold harmless you, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys’ fees) arising out of or related to:
- Visitorscloud’s breach of any representation, warranty, or obligation in this Agreement
- Visitorscloud’s violation of any law, rule, or regulation.
In addition, if the Service or Technology becomes the subject of a claim of infringement of any copyright or patent, Visitorscloud will indemnify you, if under a Paying Plan, against such claim provided that you give Visitorscloud prompt written notice of the claim, allow Visitorscloud to direct the defense and settlement of the claim, and cooperate with Visitorscloud as necessary, at Visitorscloud’s expense, for defense and settlement of the claim. If the Service or Technology becomes, or, in Visitorscloud’s opinion is likely to become, the subject of such a claim, Visitorscloud will have the right to obtain for you the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted here to such Service or Technology with refund to you of any fees paid for such Service and Technology (less a reasonable charge for the period during which you has had available to it the use of such Service and Technology).
Visitorscloud will have no liability for any infringement claim to the extent it:
- Is based on a modification of the Service or Technology other than by Visitorscloud
- Results from failure of you to use any updated version of Service or Technology provided by Visitorscloud to you
- Is based on the combination or use of the Service or Technology with any other software, program, or device not provided by Visitorscloud if such infringement would not have arisen but for such use or combination
- Results from compliance by Visitorscloud with designs, plans, or specifications furnished by you
- Results from your operation of the Service or Technology in a manner that is inconsistent with its intended use.
Except as expressly provided in this agreement, the services, technology, support, and all other items provided in connection therewith are provided on an “as is”basis without warranties of any kind, either express or implied. Visitorscloud disclaims all warranties, express or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement, or noncompliance in the services, technology, support, or any other items provided by, through, or on behalf of Visitorscloud under this agreement (including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement and any implied warranty arising from course of performance, course of dealing, or usage of trade).
15.2. Governing Law
Except to the extent applicable law provides otherwise, this Agreement between you and Visitorscloud and any access to or use of the Website or the Service are governed by the laws of the Federal Republic of Nigeria.
15.3. Obligations of Parties
The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement will constitute one party as an employee, agent, joint venture partner, or servant of another.
Visitorscloud will have no liability to you, Authorized Users, or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism, or interruptions in power, communications, satellites, the Internet, or any other network that are beyond its reasonable control.
15.6. Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remainder of the Agreement will remain in full force and effect. Any failure on the part of Visitorscloud to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
15.7. Complete Agreement
If any information posted on the Website conflicts with any provision of this Agreement, the applicable provision of this Agreement will control. Any terms and conditions of any other arrangement issued by you in connection with this Agreement, which are in addition to, inconsistent with, or different from the terms and conditions of this Agreement, will be of no force or effect. Any affiliate of yours will be deemed a third party for purposes of this Agreement. This Agreement can only be modified by a written arrangement duly executed by authorized representatives of the parties.
If you have any questions or concerns about these Terms of Service, please email us at email@example.com.