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Lynton´s Terms of Service Agreement explain the terms and conditions under which you are able to use services provided by LyntonWeb. Please read carefully this Terms of Service document, and keep a copy of it for your reference.
BY SUBSCRIBING OR PLACING AN ORDER FOR OUR SERVICES YOU EXPRESS YOUR AGREEMENT TO BE LEGALLY BOUND BY OUR TERMS OF SERVICE STATED IN THIS DOCUMENT, SO PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES AS YOU ARE ENTERING INTO A BINDING CONTRACT WITH LYNTON LLC. IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE OR ACCESS OUR SERVICES.
These Terms do not interfere with any obligation or authorization provided in any other agreement concluded between you and Lynton LLC. Provisions of any individual Agreement between you and the Lynton LLC supersede provisions from these Terms.
1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms of Service Agreement:
‘Terms/Agreement’ refers to the latest version of this Terms of Service Agreement document.
‘User/You’ refers to any person or legal entity registering for or using our Services.
‘We/Us/Lynton’ refers to Lynton LLC, the Site, and their developers and affiliates.
‘Party/Parties’ refers to either user or Lynton when used in singular form and to both user and Lynton when used in plural form.
‘Outside source’ refers to any application, website, natural or legal entity other than Lynton LLC, the Site or their affiliates.
‘Content’ refers to all images, text, audio and video data or any other information located on the Site.
‘Services’ refers to the integration solution services and other services provided by Lynton LLC.
‘Subscription Period’ refers to the 12-month period of time for which your subscription with us is active.
‘Subscription Plan’ refers to the set of Services for which you have elected to subscribe.
‘Subscription Fee’ refers to the cost of the selected Subscription Plan for the selected Subscription Period.
‘Order’ refers to the order form provided by Lynton for obtaining the Services.
‘Effective Date’ refers to the date on which the payment of the first installment of the Subscription Plan costs is processed.
‘Confidential Information’ refers to any and all information disclosed between the parties of this Agreement in relation to the Services. Confidential Information does not cover information that was known either party prior to disclosure or information that was made available to the public.
‘Company Material Adverse Effect’ refers to any change, effect, event, occurrence, circumstance or development that, individually or in the aggregate, has resulted or would reasonably be expected to result in any material adverse change in, or material adverse affect on, the business, financial condition or results of operations of the company and its subsidiaries, taken as a whole.
‘Knowledge’ refers to the actual knowledge of any executive officer and the knowledge that any such person would be reasonably expected to obtain after making the same inquiry that a reasonably prudent business person in the ordinary and usual course of the performance of his or her responsibilities would make.
‘Intellectual Property’ refers to any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.
2. General Provisions
2.1 By subscribing to our Services or by placing an Order you confirm that you are at least 18 years of age. By using our Services, you confirm that you (i) have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, and information which is otherwise compatible with these Terms, (iii) that you will not use Services contrary to these Terms or applicable laws. If you are accessing our Services on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.
(B) Scope of the Services
2.3 Lynton offers a wide variety of individual integration solution Services and other related Services to its users. Access to these Services is available upon subscription which is done either through proper forms on the Site or by placing an Order for our Services. Full list of Services is available on the Site https://www.integratehubspot.com/includedservices
2.4 Users may not opt-out of the core Services that are included in the Service Plan. Users are able to customize their Service Plan to include any additional Service from the list of additional Services in accordance with article 2.8 of this Agreement.
2.5 During the Subscription Period, users may request Services which are not covered by the list of Services. These out of scope Services may be charged as additional work-per-hour Services. Payment for these Services is explained in article 4.3 of this Agreement.
2.6 Lynton will provide support for the integration service via an email-based ticketing system during business hours of 9am - 6pm U.S. Central Time Monday through Friday, excluding U.S. holidays. Included support is related to the selected support tier in Customer's Agreement.
2.7 Lynton cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
(C) Subscription Plan
2.8 Users are able to choose and customize their Subscription Plan when they register for the Services on the Site or when they place the Order request. During the Subscription Period users are able to upgrade their Service Plan but they can not downgrade already applied for Subscription Plan. We may provide you with promotional free Services from time to time. Some of the Services may be provided through third-parties.
(D) Subscription Period
2.9 The minimum Subscription Period is for twelve (12) months. Subscription Period starts on the Effective Date, and ends on the same day in the following year. In case the Effective Date is on February 29th the Subscription Period will end on February 28th of the following year. Payment for the Subscription Period is conducted in accordance with the chosen payment plan in accordance with the provisions of the article 4. of this Agreement.
2.10 Subscription Period will automatically renew at the end of the current Subscription Period. Renewed Subscription Period will be by default for the same duration as the current Subscription Period and it will include all active additional Services with the prices that were in effect forty-five (45) days prior to the expiry of the current Subscription Period. If you wish to stop using our Services, you may discontinue automatic renewal option in your user account at least 15 days before the expiry of the current Subscription Period. You may not cancel the Subscription Period you already paid for. We do not offer any refund in case you want to cancel your use of the Services. If you want to discontinue using our Services you may do so only by turning off auto-renewal and provide 30 days notice to email@example.com, in which case you will be able to use the Services until the end of the current Subscription Period.
(E) Acceptable Use
(i) send or otherwise post unauthorized commercial communications (such as spam) through the Site;
(ii) upload viruses or other malicious code;
(iii) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
(iv) take any action creating a disproportionately large usage load on our Site unless expressly permitted by Lynton;
(v) create more than one account or share your account with anyone;
(vi) communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
(vii) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website
2.12 You understand and agree that you will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity including but not limited to any media outlet, industry group, financial institution or our current or former client, regarding us or our business affairs, business prospects, or financial condition. You further understand and agree that you will not make any negative statement or review about us or our services, even if such statements or reviews are true at the time of their making, prior to providing us with a reasonable option to resolve or amend the cause for the negative statement or review.
2.13 When registering on our Site, users are required to provide true, accurate, current and complete information about themselves as prompted by registration forms provided. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Site, parts of it or our Services. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.
2.14 You understand that it is your responsibility to keep your log in information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately
2.15 If you provide us with your e-mail address, we may contact you using such contact information, for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements” and you are not able to opt-out of receiving them. You may opt-in to receive e-mails about news, promotions, special offers and or other topics of interest related to the Lynton and our affiliates (Promotional e-mails). You may choose to stop receiving these promotional e-mails at any time by following the instructions contained in Promotional e-mails.
(I) Support Service Level Agreement
2.17 While every effort is made to adhere to the times laid out in the plan, some issues require longer investigation, troubleshooting, and time to fix.
(i) Urgent - Fatal errors - that includes authentication errors, scribe outage, agent down, etc. - 4 business hours
(ii) High - Business critical functionality is impacted - 1 Business Day
(iii) Medium - Business critical functionality is degraded - 2 Business Days
(iv) Low - General questions, general non-business critical issues, new field mappings, logic changes - 3 Business Days
(Note: Response times indicate the time to engagement, and not resolution)
2.18 The integration will be scheduled to run on a regular interval, such as every 5 minutes. If the integration takes longer to run than the interval schedule, these extended run times will cause sync delays. Sync runtime can be affected by factors in either environment, such as imports, mass updates, on-premise system performance, or large campaign activity. LyntonWeb is unable to guarantee sync speeds. In the event of consistent speed issues, optimization options may be available for an additional cost.
3. Proprietary Rights
3.1 All intellectual property rights connected to the software or technology used with the Services are the sole property of the Lynton or is used under appropriate licenses or permissions. Nothing in this agreement shall be understood or intended for transfer of such intellectual property rights to you or any other third party.
3.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Services provided by Lynton. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Services; distribute, transfer, sublicense, lease, lend or rent the Services to any third party; reverse engineer, decompile or disassemble the Services; or make the functionality of the Services available to multiple users through any means.
3.3 During the term of this Agreement, users may be required to provide or volunteer to provide certain Confidential Information to Lynton and Lynton may disclose certain Confidential Information to the users. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
3.5 Except as would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the conduct of the businesses of the Company has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property of any other Person; and (ii) to the Knowledge of the Company, no third party is infringing upon, violating or misappropriating any Company Intellectual Property.
3.6 You grants us the right to use your company name, logo, and information about your project to our website and other marketing communications.
4. Payment and Pricing
4.1 All prices for listed Services are available on the Site and are calculated when you place the Order or choose to subscribe on the Site. All prices are shown exclusive of VAT and other applicable taxes. You understand and agree that it is your responsibility to pay applicable taxes for your use of the Services.
4.2 When subscribing on the Site or placing the Order for Services, you can choose the method of payment. If you are paying by credit card, you must provide valid and current information necessary to process the payment. You agree and authorize us to charge your credit card for all fees payable during your Subscription Term, including the out of scope Services as described in article4.3. If you are paying against the invoice, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice. If you are paying by paper check, it may be converted to ACH.
4.3 Services described in article 2.5 may be subject to additional costs. These costs are calculated based on the hours worked while providing the out of scope Services. Lynton will issue an invoice for out of scope Services and will charge it automatically on the credit card you used for the payment of the Subscription Plan if available. If you paid Subscription Plan by means other than a credit card, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice.
4.4 Subscription Fee is calculated in the moment of submitting the subscription on the Site or in the moment of placing the Order. Subscription Fee will not be affected by the Service price changes as described in article 4.7 of this Agreement. Subscription Fee is due immediately but may be paid in monthly or quarterly installments if specified. Subscription Fee may not be changed during the Subscription Period. If the chosen additional Services are provided as a monthly cost you will only be charged for the months that are left in the Subscription Period. If the chosen additional Services are provided as a one-time cost you will be charged the full price of the additional Service.
4.5 No more than forty-five (45) days prior to the expiry of the current Subscription Period we will issue you an invoice for the renewal of your Subscription. Renewal invoice will include the Service Plan you chose when registering plus all additional Services you opted-in during the Subscription Period, at prices that were in effect in the moment of issuing of the invoice. You authorize us to charge your credit card for the amount in the invoice fifteen (15) days prior to the expiry of the current Subscription Period unless auto-renewal is turned off in the moment of processing of the payment. If credit card information is not available, you agree to pay against the invoice no later than fifteen (15) days prior to the expiry of the current Subscription Period, unless otherwise specified. Invoice for renewal of the Subscription will serve as a notification to the user that their Subscription will be renewed fifteen (15) days prior to the expiry of the current Subscription Period. Renewal Invoice becomes due fifteen (15) days prior to the expiry of the current subscription plan unless user notifies us that they do not want to renew their Subscription or if they turn off auto renewal option in which case issued invoice becomes invalid. If customer wishes to make changes to make changes to their billing frequency, they must provide 30 days notice prior to the renewal date to firstname.lastname@example.org
4.6 If any invoiced amount is not paid by the due date, we reserve the right to charge an interest on the due amount at a rate of 1.5% per month or maximum allowed interest rate under the law, whichever is less.
4.7 Lynton reserves the right to change prices at any time and without notification. Such changes will not affect user’s current Subscription Period. Prices that were effective forty-five (45) days prior to the Subscription renewal will be applied for the payment of the renewed Subscription Period.
5. Third Party Services
5.1 The Services may be made available or accessed in connection with third party services and content (including advertising) that Lynton does not control. You acknowledge that different Terms of Service and privacy policies may apply to your use of such third party services and content. Lynton does not endorse such third party services and content and in no event shall Lynton be responsible or liable for any products or services of such third party providers.
6.1 Either party may terminate this Agreement for cause. In the event that the Party wants to terminate this Agreement, the Party shall provide a written termination notice to the other Party with the notice period of two weeks starting from the receipt of the termination notice.
6.2 Lynton may terminate this agreement without notice and notice period, with immediate effect if user:
(i) breaches this Agreement;
(ii) fails to make due payments;
(iii) misuses the Services or uses Services contrary to Acceptable Use policy;
(iv) engages in fraudulent or illegal activities.
6.3 Upon termination of this Agreement, user will not be able to use the Services. If the agreement has been terminated, user shall be liable to pay to the Lynton any outstanding fees due for payment immediately. Lynton shall not be responsible for any damage caused by the termination of this Agreement.
6.4 Lynton may, at its sole discretion, terminate this Agreement with notice, and with immediate effect, without any refund in the event that Customer exhibits Unreasonable conduct. Unreasonable conducts includes any action made by Customer toward Lynton or any of their employees, agents, contractors or affiliates which causes said individuals’ discomfort, stress, or any kind of uneasiness not expected in normal business communications. Without excluding, Unreasonable conduct includes especially: verbal abuse; inappropriate language such as curse words, racist remarks or comments, sexual innuendo or insults; condescending or rude tone; violent or threatening language; excessive communication; contact through personal communication channels not used in business correspondence; contact outside of workplace such as on the street or at home; persistent unreasonable demands in spite of explanation that such requests are unreasonable; denial of documented evidence as factual; and persistent raising of unsubstantiated allegations.
7.1 You will indemnify and hold harmless Lynton, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Site and our Services, content which you provide, or your violation of these Terms.
8. Limitation of Liability
8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE LYNTON SERVICE IS TO STOP USING THE LYNTON SERVICES.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW LYNTON LLC, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE LYNTON SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF LYNTON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LYNTON LLC’S AGGREGTATED LIABILTY EXCEED THE AMOUNT YOU PAID LYNTON LLC, IF ANY, THE PAST ONE MONTH FOR THE SERVICES GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
8.3 Lynton, it’s employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Services, or any errors, in or omissions from such information. Lynton is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Services, nor caused by the delay, malfunction of the operation or the availability of the Services.
9.1 LYNTON MAY MAKE CHANGES OR REPLACE OUR TERMS OF SERVICE AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON THE SITE AND SUCH CHANGE, REPLACEMENT AND UPDATE TO OUR TERMS OF SERVICE AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. CHANGES TO THE TERMS OF SERVICE WILL NOT AFFECT ALREADY PAID SUBSCRIPTION PERIOD. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS OF SERVICE AGREEMENT AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED IT IN OUR SITE. THE TERMS OF SERVICE AGREEMENT APPLIES REGARDLESS FROM WHICH PLATFORM YOU ACCESS OUR SERVICES.
10. Governing Laws and Choice of Forum
10.1 This Agreement shall be governed by and construed under the laws of the State of South Dakota, USA, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in South Dakota by the South Dakota residents. You agree that if you have any dispute with Lynton you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the non-exclusive jurisdiction of the courts in the city of Sioux Falls, South Dakota.
11. Final Provisions
11.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms. The section titles in the Terms are for convenience only and have no legal or contractual effect. Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.