Security

It's important to CEIPAL TALENTHIRE to help our customers retain their privacy when they take advantage of all the Internet has to offer. We believe your business is no one else's. Your privacy is important to you and to us. So we'll protect the information you share with us. To protect your privacy, CEIPAL TALENTHIRE follows different principles in accordance with worldwide practices for customer privacy and data protection.

Privacy Seals

We collect information from you when you register on our site, place an order, subscribe to our newsletter, respond to a survey or fill out a form. Any data we request that is not required will be specified as voluntary or optional.

When ordering or registering on our site, as appropriate, you may be asked to enter your name, e- mail address, mailing address, phone number, and any other relevant information required for us to share and present our information to our customers. You may, however, visit our site anonymously.

Like most websites, we use cookies to enhance your experience, gather general visitor information, and track visits to our website. Please refer to the 'do we use cookies?' section below for information about cookies and how we use them.

  • We won't sell or give away your information to the parties not relevant to our business or the purpose of data collected to for your service
  • We'll use state-of-the-art security measures to protect your information from unauthorized users

Any of the information we collect from you may be used in one of the following ways:

  • To personalize your experience: Your information helps us to better respond to your individual needs
  • To improve our website: We continually strive to improve our website offerings based on the information and feedback we receive from you
  • To improve customer service: Your information helps us to more effectively respond to your customer service requests and support needs
  • To process transactions: Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested by the customer
  • To send periodic emails: The email address you provide for order processing, may be used to send you information and updates pertaining to your order or request, in addition to receiving occasional company news, updates, promotions, related product or service information, etc
  • To administer a contest, promotion, survey or other site feature
  • To alert you to product upgrades, special offers, updated information and other new services from CEIPAL TALENTHIRE

If you choose not to register or provide personal information, you can still use most of website. But you will not be able to access areas that require registration.

If you decide to register, you will be able to select the kinds of information you want to receive from us by subscribing to various services, like our electronic newsletters, product brochures, and trail subscription to TalentHire portal. If you do not want us to communicate with you about other offers regarding CEIPAL TALENTHIRE products, programs, events, or services by email, postal mail, or telephone, you may select the option stating that you do not wish to receive marketing messages from CEIPAL TALENTHIRE.

CEIPAL TALENTHIRE occasionally allows other companies to offer our registered customers information about their products and services, using postal mail only. If you do not want to receive these offers, you may select the option stating that you do not wish to receive marketing materials from third parties.

We will provide you with the means to ensure that your personal information is correct and current. You may review and update this information at any time at the Visitor Center. There, you can:

  • View and edit personal information you have already given us
  • Tell us whether you want us to send you marketing information, or whether you want third parties to send you their offers by postal mail
  • Sign up for electronic newsletters about our services and products
  • Register. Once you register, you won't need to do it again. Wherever you go on website, your information stays with you

We implement a variety of security measures to maintain the safety of your personal information when you submit a request, place an order or enter, submit, or access your personal information.

These security measures include: password protected directories and databases to safeguard your information, SSL (Secure Sockets Layered) technology to ensure that your information is fully encrypted and sent across the Internet securely or PCI Scanning to actively protect our servers from hackers and other vulnerabilities.

We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to keep the information confidential.

After a transaction, your private information (credit cards, social security numbers, financials, etc.) will not be stored on our servers.

CEIPAL TALENTHIRE has taken strong measures to protect the security of your personal information and to ensure that your choices for its intended use are honored. We take strong precautions to protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.

We guarantee your e-commerce transactions to be 100% safe and secure. When you place orders or access your personal account information, you're utilizing secure server software SSL, which encrypts your personal information before it's sent over the Internet. SSL is one of the safest encryption technologies available.

CEIPAL TALENTHIRE strictly protects the security of your personal information and honors your choices for its intended use. We carefully protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.

Your personal information is never shared outside the company without your permission, except under conditions explained above. Inside the company, data is stored in password-controlled servers with limited access. Your information may be stored and processed in USA or any other country where CEIPAL TALENTHIRE, its subsidiaries, affiliates or agents are located.

You also have a significant role in protecting your information. No one can see or edit your personal information without knowing your user name and password, so do not share these with others.

Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information.

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others' rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

Parents or guardians: we want to help you guard your children's privacy. We encourage you to talk to your children about safe and responsible use of their Personal Information while using the Internet. The CEIPAL TALENTHIRE site does not publish content that is targeted to children.

If for some reason you believe CEIPAL TALENTHIRE has not adhered to these principles, please notify us by email at support-th@ceipal.com, and we will do our best to determine and correct the problem promptly. Be certain the words Privacy Policy are in the Subject line.

When you buy and install a new product, we may ask you to register your purchase electronically. When you do, we merge your registration information with any information you've already left with us(we call that information your personal profile). If you haven't previously registered with us, we create a personal profile for you from your product registration information. If you ever want to review or update that information, you can visit the Profile Center, click on Update Profile, and edit any of the Personal Information in your profile. If you haven't already created a Registration ID, we will ask you to do so. This ensures that only you can access your information.

As mentioned above, every registered customer has a unique personal profile. Each profile is assigned a unique personal identification number, which helps us ensure that only you can access your profile.

When you register, we create your profile, assign a personal identification number, then send this personal identification number back to your hard drive in the form of a cookie, which is a very small bit of code. This code is uniquely yours. It is your passport to seamless travel across website, allowing you to download free software, order free newsletters, and visit premium sites without having to fill out registration forms with information you've already provided. Even if you switch computers, you won't have to re-register – just use your Registration ID to identify yourself.

When you join us, you provide us with your contact information, including your name and email address. We use this information to send you updates about your order, questionnaires to measure your satisfaction with our service and announcements about new and exciting services that we offer. When you order from us, we ask for your credit card number and billing address. We use this information only to bill you for the product(s) you order at that time. For your convenience, we do save billing information in case you want to order from us again, but we don't use this information again without your permission.

CEIPAL TALENTHIRE will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on CEIPAL TALENTHIRE or the site; (b) protect and defend the rights or property of CEIPAL TALENTHIRE and its family of Websites, and, (c) act in urgent circumstances to protect the personal safety of users of CEIPAL TALENTHIRE, its Websites, or the public.

Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.

We have taken the necessary steps to ensure that we are compliant with the CAN-SPAM Act of 2003 by never sending out misleading information.

This online privacy policy applies only to information collected through our website and not to information collected offline.

Please also visit our Terms and Conditions section establishing the use, disclaimers, and limitations of liability governing the use of our website at talenthire.ceipal.com/TermsAndConditions.

By using our site, you consent to our privacy policy. Changes to our Privacy Policy

If we decide to change our privacy policy, we will update the Privacy Policy modification date below

If there are any questions regarding this privacy policy you may contact us using the information below:
CEIPAL LLC.
687 Lee Road, Suite 208A
Rochester, NY 14606 USA
contact@ceipal.com

We pledge to you, our customer, that we have made a dedicated effort to bring our privacy policy in line with the following important privacy laws and initiatives:

Federal Trade Commision Fair
Childrens Online Privacy Protection Act
Privacy Alliance
Controlling the Assault of Non-Solicited Pornography and Marketing Act
Trust Guard Privacy Requirements

CEIPAL, LLC (referred to here as "CEIPAL") provides its Service (as defined below) to you through its web site located at talenthire.ceipal.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these TOS, you must not accept these TOS and may not use the Service.

CEIPAL may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at terms of use. The revised terms and conditions will become effective upon posting and if you use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

The "Service" includes (a) the Site, (b) the talent management tool which assists organization to manage job posting, applicant profiles, managing interviews & reviewing feedbacks, hiring suitable applicants, initiating on-boarding with comprehensive notifications & reporting features, tools and services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.

Subject to the terms and conditions of this TOS, you may access and use the Service only for your internal business purposes as contemplated by the Agreement. you shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.

Subject only to the limited right to access and use the Service expressly granted to you under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to CEIPAL. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with CEIPAL, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

You are responsible for all information, data, text, messages or other materials that you post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows. CEIPAL reserves the right to access any or all your accounts in order to respond to your requests for technical support.

You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to CEIPAL's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.

The failure of CEIPAL to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and CEIPAL, even though it is electronic and is not physically signed by you and CEIPAL, and it governs your use of the Service and takes the place of any prior agreements between you and CEIPAL.

"CEIPAL" and CEIPAL's various logos used or displayed on the Service are trademarks of CEIPAL and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the CEIPAL products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.

Avani ensures that stringiest procedures are followed when it comes to protecting our copyrighted materials which includes all our products and software. It is also inclusive of all documents, Media and Images. Avani actively and aggressively enforces its intellectual property rights to the fullest extent of the law and leaves no stones unturned to ensure justice prevails when any copyright infringement comes to our notice.

The Service is made available as per the pricing plan as defined by the web site located at pricing. You can cancel a Paid Plan at any time and you will not be billed again. Upon upgrading or downgrading in plan level, you will be credited pro rata for the time remaining in the current billing cycle. Downgrading your account may cause the loss of features, or capacity of your account. CEIPAL does not accept any liability for such loss. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days' notice from us. Such notice may be provided at any time. In addition, special pricing may apply for customers with an exceptionally high number of end-users or an unusually high monthly usage of the Service. CEIPAL does not provide refunds or credits.

CEIPAL provides an interface for the account owner to change credit card information (e.g., upon card renewal). The account owner will receive an email receipt upon each credit card charge. The receipts are also available for the account owner from within the application. CEIPAL uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use your billing information except to process your credit card information for CEIPAL. Please visit privacy to understand how CEIPAL collects and uses personal information.

You are responsible for properly cancelling your account. The account owner can cancel the account at any time by clicking on the Settings link in the global navigation bar in the system header after logging in, then clicking the Account link. There are no other means of cancelling your account. All of your content will be deleted from the Service within one (1) hour upon cancellation. This information cannot be recovered once your account is cancelled. If you cancel the Service, your cancellation will take effect immediately and you will not be charged again.

CEIPAL reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service, for any reason, including, if CEIPAL believes that you have violated these TOS. CEIPAL will use best efforts to publish on the Site or notify you about any planned downtime of the Service, and will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. CEIPAL shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service.

THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND CEIPAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CEIPAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM CEIPAL OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CEIPAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, CEIPAL SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CEIPAL'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

CEIPAL may assign or transfer this TOS, in whole or in part, without restriction.

You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.

These TOS shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Service.

Policy Terms

Your use of CEIPAL website, product, and services is subject to this policy. This sets forth our policy with regard to the use of "Spam" marketing techniques in connection with Internet Marketing. In the event that we deem you to be in violation of these policies, we shall immediately warn you, suspend or terminate your active account. Please note that, in accordance with our terms and conditions of the usage of our services, we may change this policy at any time, and its your responsibility to keep-up-to-date and comply with our policy. We have a strict zero-tolerance policy against spamming. We forbid the sending of unsolicited mass Emails or unsolicited Emails of any kind in connection with the marketing or communications from you, the sender. This means that all email recipients must have opted in to, or otherwise validly consented to, receiving communications from you, the sender. All active user accounts may be terminated for sending unsolicited email messages without any prior notice of warning.

All email messages sent in connection with usage of CEIPAL products and services must contain an "unsubscribe" link that allows subscribers to remove themselves from your email messages. You acknowledge and agree that you will not hide, disable, or remove or attempt to hide, disable, or remove the opt-out link from the email invitation. You will actively manage and process unsubscribe requests received by you directly within 5 days of submission, and update your email lists and address books to reflect the unsubscribe requests.

Uses of our services using your email list do not generate a number of spam complaints or bounce rates in excess of industry standards. If CEIPAL determines that your level of spam complaints or bounce rate is higher than industry standards, CEIPAL, at its sole discretion, has the right to suspend or terminate your use of its website, CEIPAL products and services.

We reserve the right to terminate your account and participation in our programs "for cause" if we deem you to be in violation of our anti-spamming policies. We also reserve the right to suspend your account and participation pending review upon receipt of any complaint or other evidence that you may be engaging in any spamming activity.We consider spamming to be any activity whereby you directly or indirectly transmit email messages to any email address that has not solicited such email and does not consent to such transmission. We also consider spamming to constitute posting advertisements in newsgroups in violation of the terms of participation in such newsgroup, that are off topic, or in newsgroups that do not specifically permit advertisements. We also consider it spamming when advertisements are placed on message boards or in chat rooms when they are not permitted by the terms of participation in such message boards and chat rooms.

Restrictions to use CEIPLA products and services:
  • Emails you send via CEIPAL must have a valid reply-to email managed by you.
  • You can only use CEIPAL to send emails to lists of people that gave you permission to email them. If you don't have proof that each recipient on your list opted in for your emails, don't import them into CEIPAL.
  • We prohibit the use of harvested mailing lists. CEIPAL will terminate accounts violating this prohibition.
  • We prohibit the use of third-party, purchased, or rented mailing lists unless you are able to provide proof that individuals on the list have opted-in to receiving emails of the type you will be sending them.
  • You must not send unsolicited mail to newsgroups, message boards, distribution lists, or email addresses.
  • You must not utilize a survey to send any commercial electronic mail messages (as defined in the CAN-SPAM Act of 2003) to any recipient who has opted out, unsubscribed, or otherwise objected to receiving such messages from you or another party on whose behalf you may be commissioned. If you intend on sending commercial emails, you should familiarize yourself with the CAN-SPAM Act, which outlines requirements under United States law for sending out such emails, and any other applicable anti-spam laws.
  • You must not use CEIPAL to send emails with deceptive subject lines or false or misleading header information.

If you are "spammed" by anyone regarding our products, services, website, or any other matters, please report this activity to abuse@ceipal.com

Master Subscription Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING "AGREE" CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER'S BEHALF.

This agreement is between CEIPAL, LLC, a New York limited liability company (CEIPAL), and the customer agreeing to these terms (Customer).

  1. Software service. This agreement provides Customer access to and usage of an Internet based software service as specified on an order (Service).
  2. USE OF SERVICE.
    • Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between CEIPAL and Customer (Customer Data). Customer grants CEIPAL the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, CEIPAL may export the Customer Data as allowed by functionality in the Service, which is further descried at this link Data Backup
    • Access and Usage. Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
    • Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify CEIPAL promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's online help documents and applicable law.
    • CEIPAL Support. CEIPAL must provide customer support for the Service under the terms of CEIPAL's Customer Support Policy (Support) which is located at www.ceipal.com/support.
    • Trial Version. If Customer has registered for a trial use of the Service, Customer may access the Service for the time specified by CEIPAL. The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service.
    • Data Security Measures.
      • Reasonable Security Measures. In order to protect Customer's Confidential Information, CEIPAL will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (iii) designate an employee or employees to coordinate implementation and maintenance of its Reasonable Security Measures; and (iv) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Customer Data that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks (collectively, Reasonable Security Measures).
      • Notice of Data Breach.If CEIPAL knows that Customer Confidential Information may have been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, CEIPAL will alert Customer of any data breach within two business days, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach.  CEIPAL will give highest priority to immediately correcting any data breach and devote such resources as may be required to accomplish that goal.  CEIPAL will provide Customer with all information necessary to enable Customer to fully understand the nature and scope of the data breach.  To the extent that Customer, in its sole reasonable discretion, deems warranted Customer may provide notice to any or all parties affected by any data breach. In such case, CEIPAL will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. CEIPAL will provide Customer information about what CEIPAL has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.
  3. WARRANTY.
    • Warranty. CEIPAL warrants to Customer: (i) the functionality or features of the Service may change but will not materially decrease during any paid term; and (ii) that the Support may change but will not materially degrade during any paid term.
    • DISCLAIMER. CEIPAL DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CEIPAL TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CEIPAL DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. CUSTOMER UNDERSTANDS THAT ITS USE OF THE SERVICE DOES NOT CONSTITUTE COMPLIANCE WITH ANY LAW. CUSTOMER UNDERSTANDS THAT IT HAS AN INDEPENDENT OBLIGATION TO COMPLY WITH ANY LAWS APPLICABLE TO IT.
  4. Payment. Customer must pay all monthly or annual fees in advance, and as further specified on the order. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
  5. MUTUAL CONFIDENTIALITY.
    • Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). CEIPAL's Confidential Information includes without limitation the Service, its user interface design and layout, and any non-public pricing information.
    • Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
    • Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  6. CEIPAL PROPERTY.
    • Reservation of Rights. The software, workflow processes, user interface, designs, and other technologies provided by CEIPAL as part of the Service are the proprietary property of CEIPAL and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with CEIPAL. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. CEIPAL reserves all rights unless expressly granted in this agreement.
    • Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity for third parties; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
    • Aggregated Statistical Data. During and after the term, CEIPAL may use non-Customer and non-personally and non-Customer identifiable, aggregated statistical level data regarding the performance of the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes (for example without limitation, [average number of times per year a customer performs a restore, or average amount of time to backup Salesforce.com environment with x number of objects and y # of records]). For more information, go to this link [link]
  7. TERM and Termination.
    • Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
    • Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
    • Return of Customer Data.
      • Within 30-days after termination, upon request CEIPAL will make the Service available for Customer to export Customer Data as provided in Section 2(a).
      • After such 30-day period, CEIPAL has no obligation to maintain the Customer Data and may destroy it.
    • Return CEIPAL Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay CEIPAL for any unpaid amounts, and destroy or return all property of CEIPAL. Upon CEIPAL's request, Customer will confirm in writing its compliance with this destruction or return requirement.
    • Suspension for Violations of Law. CEIPAL may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. CEIPAL will attempt to contact Customer in advance.
    • Suspension for Non-Payment. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
    • Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
    • Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
  8. LIABILITY LIMIT.
    • Exclusion of indirect Damages. CEIPAL is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss.
    • Total limit on Liability. CEIPAL's total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 6 month period prior to the event that gave rise to the liability.
  9. Indemnity. If any third-party brings a claim against CEIPAL related to Customer's acts, omissions, data or information within the Service, Customer must defend, indemnify and hold CEIPAL harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. 
  10. GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of New York (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Monroe County, New York, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. Customer hereby expressly waives the application of New York General Obligation Law section 5-903 to any renewal of this agreement. 
  11. OTHER TERMS.
    • Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by CEIPAL. No waiver is effective unless the party waiving the right signs a waiver in writing.
    • No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
    • Independent Contractors. The parties are independent contractors with respect to each other.
    • Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
    • Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    • No Additional Terms. CEIPAL rejects additional or conflicting terms of any Customer form-purchasing document.
    • Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
    • Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
    • Feedback. If Customer provides feedback or suggestions about the Service, then CEIPAL (and those it allows to use its technology) may use such information without obligation to Customer.