Terms & Conditions Elementor – SafEcho

Terms Of Service

This end user license agreement (this “Agreement”) applies to the Overflow desktop software (“Overflow Software”), the Cloud Services (as defined below) and other Overflow related services provided by PROTOIO INC. (“PROTOIO INC,” “us,” “our,” or “we”) as described below (collectively, the “Overflow Services”). By registering for an Account (as defined below) to use the Overflow Services and clicking “I Accept”, you agree and acknowledge that you have read all of the terms and conditions of this Agreement, you understand all of the terms and conditions of this Agreement, and you agree to be legally bound by all of the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company (or other entity), you represent that you are an employee or agent of such company (or other entity) and you have the authority to enter into this Agreement on behalf of such company (or other entity). For the purpose of this Agreement, you and, if applicable, such company (or other entity) constitute “Customer” or “you”. The “Effective Date” of this Agreement is the date you register for an Account and agree to the terms and conditions of this Agreement.

REGISTRATION

Accounts

In order to access the Overflow Services, you must (i) register for an account by completing the registration forms provided via the website located at overflow.io (the “Site”) or via the Overflow Software connected to the Internet, and (ii) either (a) provide a Payment Method (as defined below) for the applicable Subscription Fees (as defined below) and purchase of the required number of Seats (as defined below), or (b) signup for a Free Trial (as defined below) in accordance with Section 1.5. Notwithstanding anything to the contrary in this Agreement, PROTOIO INC reserves the right to suspend your account and access to the Overflow Software in the event you fail to meet your payment obligations as set forth in this Agreement.

Account Information

The Overflow Software cannot be used without the relevant license activation seats (“Seats”), which will (i) be tied to your Account, (ii) permit access to the Overflow Software for a certain number of devices and users, depending on the type and amount of Seats purchased, as further described on the Site or the Overflow Software, and (iii) self-expire and lockout the Overflow Software at the end of your Subscription Period or Free Trial Period (as defined below), unless otherwise renewed.

Seats

You agree to provide accurate information and promptly update your account if it changes. You are responsible for maintaining the confidentiality of your user passwords, IDs, and other credentials and login information (collectively, “Passwords”), and you agree that PROTOIO INC has no liability with respect to the use of any Passwords. You acknowledge that Passwords are personal to each user, and you are responsible for ensuring that each Password is used only by the applicable user. If you permit others to access or use your Account or you purchase Seats (as defined below) for other users in your organization, you are responsible for the activities of such users that occur in connection with your Account.

Overflow Software Activation

Activation

In order to activate the Overflow Software, you must have an Internet connection and must login to your account when prompted to within the Overflow Software. Upon login, PROTOIO INC will verify your account, Seats, and, if applicable, the payment for the applicable Subscription Period. Upon verification, PROTOIO INC will provide you access to use the Overflow Software in accordance with the terms set forth in this Agreement for the duration of the applicable Subscription Period or Free Trial Period. In the event you attempt to activate additional devices beyond the amount purchased as part of your Overflow Plan or use the Overflow Software in violation of this Agreement, PROTOIO INC reserves the right to deny activation.

Deactivations

The Overflow Software may be deactivated if one or more of the following occur:

You attempt to activate additional devices beyond the amount specified as part of your Overflow Plan or Free Trial;

Periodically at an interval determined by PROTOIO INC, provided that you will receive a warning before any such deactivation to connect to the Internet to validate your subscription

An error with the Overflow Software

Detection by the Overflow Software of your use in violation of this Agreement; or

The expiration of the applicable Subscription or Free Trial Period.

In the event of a de-activation under this Section 1.4.2, you may be required to reactivate the applicable Overflow Software following the procedure set forth in Section 1.4.1

Free Trials

The Overflow Software cannot be used without the relevant license activation seats (“Seats”), which will

Be tied to your Account

Permit access to the Overflow Software for a certain number of devices and users, depending on the type and amount of Seats purchased, as further described on the Site or the Overflow Software, and

Self-expire and lockout the Overflow Software at the end of your Subscription Period or Free Trial Period (as defined below), unless otherwise renewed.

Free Trial Offers

Your access to the Overflow Software may start with a free trial (“Free Trial”). The Free Trial period of your access lasts for the period set forth on registration of your Account (“Free Trial Period”), and is intended to allow you to try the Overflow Services.

Free Trial Eligibility

Free Trial eligibility is determined by PROTOIO INC at its sole discretion and we may limit eligibility or duration to prevent Free Trial abuse. We reserve the right to revoke the Free Trial and put your Account on hold in the event that we determine that you are not eligible. We may use information such as device ID, physical address, name, or an Account email address used with an existing or recent PROTOIO INC Account to determine eligibility.

Expiration of Free Trial

Your Free Trial will automatically expire at the end of the Free Trial Period. Upon expiration, you agree to comply with the requirements of Section 5.4. If you wish to continue to use the Overflow Software, please visit the Site and/or your Account to purchase an Overflow Plan.

Disclaimer

Without limiting the other disclaimers and limitations in this Agreement, Customer agrees that any free trial access is provided on an “as is” and “as available” basis without any warranty, support, maintenance, storage, sla, or indemnity obligations of any kind. accordingly, any use of free trial periods are at customer’s sole risk. protoio inc may terminate customer’s right to use the overflow services during any free trial period at any time for any reason or no reason in protoio inc’s sole discretion, without liability.

THE SAFECHO SERVICES

Plans and Pricing

PROTOIO INC provides several plans for the Overflow Services with varying lengths and fees (“Overflow Plans”). You will select your plan upon Account registration

Overflow Software License Grant

Subject to the terms and conditions of this Agreement and the payment obligations set forth herein, PROTOIO INC hereby grants to Customer, and Customer accepts, a limited, nonexclusive, non-assignable, non-sublicensable, and nontransferable license, during the applicable Subscription or Free Trial Period, to do the following solely for Customer’s internal business purposes

Install the Overflow Software (in object code only) on Customer’s device, and

access and use the Overflow Software as permitted (and in the quantities permitted) under this Agreement. Customer may not modify the Overflow Software in any capacity. PROTOIO INC retains the right to terminate the license upon the terms provided in Section 5 below, and for breaches of Sections 2.3 and 2.4.

Cloud Services

The Overflow Services includes the option for Customer to access our cloud services to facilitate sharing and collaboration of Customer Materials (as defined below), as well as other services that may become available from time to time (“Cloud Services”). During the applicable Subscription or Free Trial Period, and subject to the terms and conditions of this Agreement, PROTOIO INC hereby grants Customer a limited, nonexclusive, non-assignable, non-sublicensable, and nontransferable right to access and use the Cloud Services for its internal business purposes. PROTOIO INC retains the right to terminate this right upon the terms provided in Section 5 below, and for breaches of Sections 2.3, 2.4, and 3.2.

Grant Restrictions

Customer will use the Overflow Software and the Cloud Services

Only for its internal business purposes, and not for the internal purposes of any third party

only to the extent it is licensed hereunder. Customer will not without PROTOIO INC’s prior written consent in each instance voluntarily or involuntarily in any form or manner assign, sublicense, transfer, pledge, loan or share the Overflow Software or the Cloud Services or any rights under this Agreement to or with any other person or entity, including, without limitation, any assignment or transfer incident to Customer’s merger or consolidation with another entity, or any assignment or transfer by operation of law. Any such assignment, sublicense, transfer, pledge, loan or sharing absent PROTOIO INC’s prior written consent will be void and of no force or effect and will cause the immediate termination of this Agreement. Furthermore, Customer will not publish, disclose or otherwise display in writing, electronically or otherwise any part of the Overflow Software or the Cloud Services without PROTOIO INC’s prior written consent in each such instance, except for internal business purposes which are permitted hereunder, and any such publication, disclosure or display absent PROTOIO INC’s prior written consent which will cause the immediate termination of this Agreement.

Use Restrictions

Customer will use the Overflow Software and the Cloud Services only in its original form, and will not permit any third party to

Reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate or create, attempt to create the source code of the Overflow Software or the Cloud Services or its structural framework (in whole or in part), or perform any process intended to determine the source code for the Overflow Software or the Cloud Services, or assist or otherwise facilitate others to do any of the foregoing

modify, enhance or create derivative works based upon the Overflow Software or the Cloud Services (in whole or in part), including, without limitation, any derivative works based upon the database structures of the Overflow Software or the Cloud Services, or otherwise change the Overflow Software or the Cloud Services

Use Restrictions. Customer will use the Overflow Software and the Cloud Services only in its original form, and will not permit any third party to

Modify, enhance or create derivative works based upon the Overflow Software or the Cloud Services (in whole or in part), including, without limitation, any derivative works based upon the database structures of the Overflow Software or the Cloud Services, or otherwise change the Overflow Software or the Cloud Services

Circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Overflow Software or the Cloud Services or the functionality of the Overflow Software or the Cloud Services

use the Overflow Software or the Cloud Services for any purpose that is illegal in any way or that advocates illegal activity

Alter, remove or obscure any copyright or trademark notice on the Overflow Software or the Cloud Services

make available the Overflow Software or the Cloud Services through electronic mail or the Internet

voluntarily or involuntarily in any form or manner assign, sublicense, transfer, pledge, copy, loan, publish, rent, sell, license, distribute or share the Overflow Software or the Cloud Services or any rights under this Agreement to or with any other person or entity, including providing outsourcing or on-line services to third parties

use the Overflow Software or the Cloud Services to develop a competing product or for any other purpose that is to PROTOIO INC’s commercial disadvantage; or

access or use any portion of the Overflow Software in any manner, except for the permitted use as expressly provided in this Agreement. Customer agrees that any modification, enhancement, derivative work or other improvement to the Overflow Software or the Cloud Services developed by PROTOIO INC, Customer, Customer’s employees or Customer’s independent contractors, whether with or without the consent, advice and/or support of PROTOIO INC, will be the exclusive property of PROTOIO INC and subject to and governed under the terms and conditions of this Agreement, and Customer hereby assigns to PROTOIO INC all such rights, title and interest therein.

Maintenance and Support

During the term of this Agreement, PROTOIO INC will use commercially reasonable efforts to provide PROTOIO INC’s then-current standard technical maintenance and support for the Overflow. Support requests may be submitted at https://overflow.io/support.

Professional Services

Customer acknowledges and agrees that nothing in this Agreement obligates PROTOIO INC to provide any Professional Services. In the event Customer wishes to receive Professional Services with respect to the Overflow Services or otherwise, the parties shall enter into a separate services agreement.

CUSTOMER MATERIALS

License to Customer Materials

In connection with the use of the Cloud Services, Customer grants PROTOIO INC a non-exclusive, royalty-free license and right to store, reproduce, and modify the Customer Materials solely as necessary for PROTOIO INC to provide and operate the Cloud Services to Customer. By way of example, such rights include, without limitation, the right to resize and manipulate “the Customer Materials“, copy Customer Materials for back-up purposes, and provide access to the Customer Materials. For the purposes of this Agreement, “Customer Materials” means any prototype user flow diagrams, including related files, content, data, information or other materials used in the prototype user flow diagrams created by Customer while using the Overflow Software, excluding any PROTOIO INC IP (as defined below).