DEFINITIONS
452 Solutions, 452 Solutions Inc, Company, We, Our, Us refers to 452 Solutions Inc., a Delaware corporation, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

Account represents your legal relationship with 452 Solutions. A “User Account” represents an individual User’s authorization to log in and use our Services and serves as a User’s identity within our suite of tools.

Agreement refers collectively to all the terms, conditions, notices contained or referenced in these Terms of Service and all other operating rules, policies and procedures relating to our Services (including our Privacy Policy) that we may publish from time to time on the Website or otherwise require your assent as a condition to using our Services.

Applicable Laws means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data, such as, to the extent applicable, the GDPR or the CCPA.

CCPA means the California Consumer Privacy Act.

Content means any data, text, graphics, or other materials uploaded, downloaded, or appearing on our Services.

Documentation means the end user technical documentation provided with our Services, as may be modified from time to time.

GDPR means the General Data Protection Regulation (Regulation (EU) 2016/679).

Privacy Policy means the 452 Solutions Privacy Policy, available at https://452solutions.io/privacy), as may be updated from time to time by 452 Solutions.

Sensitive Personal Information means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (iii) any information deemed to be “special categories of data” of an EU resident (prior to May 25, 2018, as such term is defined in EU Data Protection Directive 95/46/EC; and on and after May 25, 2018, as defined in the GDPR; or (iv) any other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, Children’s Online Privacy Protection Act or other Applicable Laws.

Services refers to the applications, software, products, and services provided by 452 Solutions, including paid services as well as any portions of our Services offered to you free of charge.

User, Customer, You, and Your refer to the individual person, company, or organization that has visited or is using our Services.

User Data means any data that you submit to our Services.

Website refers to 452 Solutions’ website located at https://452solutions.io, and all content, services, and products provided by 452 Solutions at or through the Website. It also refers to any subdomains of 452solutions.io, 452solutions.com or other domains owned and operated by 452 Solutions.

ACCOUNT AND REGISTRATION USE
To access our Services, you must register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your Account credentials and for all activities that occur under your Account.

SUBSCRIPTION TERMS
We offer monthly and annual subscription plans for our Services. By subscribing, you agree to pay the applicable subscription fees. Subscriptions will automatically renew unless you cancel before the renewal date. You may cancel your subscription at any time; however, all fees paid are non-refundable, and cancellations will apply to the next billing cycle.

FEES AND REFUND POLICY
All Fees assessed by 452 Solutions are non-refundable, including Subscription Fees, Communication Surcharges, and 452 Solutions’ resale of third party services, regardless of whether you actually accessed or used our Services during your subscription period.

USE OF SERVICE
Subject to these Terms, we grant you a non-exclusive, non-transferable license to use our Services for your internal business purposes. You agree not to:

Modify, copy, or create derivative works based on our Services.

Reverse engineer or attempt to extract the source code of our Services.

Use our Services for any unlawful purpose or in violation of any Applicable Laws.

USER CONTENT
You are responsible for your content and agree not to use our Services with Sensitive Personal Information. You acknowledge that our Services are not intended to meet any legal obligations for these uses.

You are solely responsible for all Content submitted via your Account and for ensuring it does not violate any laws or third-party rights.

You retain ownership of your content but grant us a limited license to use, host, store, reproduce, and transmit it as necessary to provide our Services.

We reserve the right to remove or restrict any content that we reasonably believe violates these Terms or Applicable Laws.

PRIVACY AND DATA PROTECTION
Your use of our Services is subject to our Privacy Policy, which details how we collect, use, and protect your data. Depending on the situation, 452 Solutions may act either as a Data Controller when determining how and why data is processed or  as a Data Processor when collecting, storing, and using your customers’ data on your behalf. We reserve the right to use third-party platforms as Sub-Processors when handling your data. By using our Services, you consent to these data practices described in our Privacy Policy.

INTELLECTUAL PROPERTY
All intellectual property in our Services (except User Content) is owned by 452 Solutions Inc or its licensors. This includes, but is not limited to, all software, visual interfaces, designs, trademarks, logos, and service marks.

You may not use our branding or other proprietary elements without prior written consent.

We welcome feedback and suggestions. By submitting feedback, you grant us the right to use it without restriction or compensation.

DISCLAIMERS
Our Services are provided “as is” and “as available.” We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Furthermore,

We do not guarantee that our Services will be uninterrupted, secure, or error-free.

We do not warrant that your use of our Services will be uninterrupted or error-free or that our Services will meet your requirements or maintain your Content without loss. 

We are not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside our control.

LIMITATION OF LIABILITY
To the maximum extent permitted by law, 452 Solutions Inc shall not be liable for any indirect, incidental, special, or consequential damages, or for loss of profits, data, or use.

Our total liability under these Terms is limited to the amount you have paid us for our Services during the 12 months prior to the event giving rise to the claim.

INDEMNIFICIATION
You agree to indemnify, defend, and hold harmless 452 Solutions Inc, its affiliates, officers, and employees from any claims, losses, liabilities, and expenses (including legal fees) arising out of:

Your use of our Services;

Your Content;

Your violation of these Terms or Applicable Laws;

Any disputes between you, your end users, your customers, or third parties.

GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

Any dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, in a location mutually agreed upon. You waive any right to participate in class action lawsuits.

TERMINATION
You may terminate your Account and cancel your subscription to our Services at any time and for any reason. However, all fees paid are non-refundable, and cancellations will apply to the next billing cycle. 

452 Solutions may suspend or terminate your access to our Services at any time, with or without notice, for violations of these Terms or if required by law.

Upon termination, your access to our Services and any stored data may be deleted. You are responsible for exporting your data prior to termination.

MISCELLANEOUS
These Terms constitute the entire agreement between you and 452 Solutions Inc. If you are accessing or using our Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force. Our failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

We reserve the right to modify these Terms at any time. We will notify you of any significant changes by posting new Terms on our website and updating the effective date. If you disagree with the changes to our Terms, you should deactivate your account and discontinue your use of our Services. Your continued use of our Services after such changes constitutes your acceptance of our Terms.

CONTACT
If you have any questions or concerns about these Terms, please contact us info@452solutions.com.