Terms of Service

1. GENERAL 

Welcome to ALC Label. These Terms of Services (the “Terms”, or “TOS”), in addition to our Policies, are a contract between ALC Label (“We”, “Our”, or “Us”) and You (“You” or “Your”) and govern Your use of the Services. We offer, unless We have a custom agreement in place that references different terms. As such, please read these Terms and our Policies (collectively, “Agreement”) carefully. 


In addition to these Terms, Your use of the Service is governed by Our policies, which include, but are not limited to Our Privacy Policy  and other policies as may be updated from time to time (collectively, “Policies”). 


Your use of the Platform, Core Services, Add-On Services, applications or distribution channels from which We may operate, and Your use of any of Our Services, further described in Section 2 below (including without limitation the software, programs, code, technology, offerings, tools, plug-ins, components, upgrades, updates and all related applications, available now or in the future, collectively Our “Services”), whether such Services are accessed through the Site or via another point of access to Our Services, are subject to and conditioned upon Your assent to and compliance with the Agreement. 


BY ACCESSING THE PLATFORM AND/OR USING THE SERVICES, YOU CONFIRM AND ACKNOWLEDGE THAT (1) YOU HAVE READ THE AGREEMENT, (2) YOU UNDERSTAND ITS CONTENT (3) YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT, INCLUDING SECTION 3 “CHANGES”, OF THESE TERMS AND (4) YOU HAVE THE LEGAL AUTHORITY TO BIND YOURSELF BY THE LAWS OF YOUR JURISDICTION, OR, IF APPLICABLE, THE BUSINESS ENTITY YOU REPRESENT. IF YOU ARE NOT AUTHORIZED NOR DEEMED BY LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS AGREEMENT. 


If You do not agree to be bound by the terms and conditions of this Agreement, do not use or access the Platform or use any of the Services. Use of the Platform or Services is void where prohibited. 


2. SERVICES 

A. Services Description 

We provide various web-based solutions and products, including but not limited to the following, each included as part of the Services that We offer: 

  1. “Platform Services” also referred to as the “Platform” which means, collectively “ALC Label”: the software that allows You to generate QR Codes and Product Technical Sheets. 
  2. “Core Services”, including but not limited to the ability to maintain Product Technical Sheets for You. 
  3. “Add-On Services”, including but not limited to: 
  4. Additional Terms: ALC Label may, from time to time, add additional Add-On Services that may include expressly designated terms related to such additional Add-On Services (“Additional Terms”). You acknowledge and agree that by engaging a new Add-On Service, You agree to any Additional Terms that may apply. ALC Label is under no obligation to send a Change Notice for any Additional Terms. Instead, We encourage You to check these Terms when new Add-On Services are added to Your account. 


B. Services Use 

You may use the Services for Your personal use or internal business use in the organization that You represent, so long as You are in compliance with all provisions of this Agreement. It is Your obligation to ensure that You fully comply with all applicable laws, regulations and directives with regard to the use of the Platform and the Services. 


C. Service Changes and Limitations 

Our Services are evolving and We may require that You accept updates to the Platform or Services as well as the Terms, Privacy Policy and/or other ALC Label Policies. From time-to-time We may require You to update your software to continue to use the Platform or Services. 


We reserve the right to stop offering and/or supporting all or part of the Platform or the Services at any time either permanently or temporarily, at which point Your right to use the Platform and the Services or any part of them will be automatically terminated or suspended. If that happens, unless applicable law requires otherwise, We are not required to provide refunds, benefits, or other compensation to You in connection with discontinued elements of the Platform or Services. 


WE MAY, IN OUR SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE YOUR ACCOUNT, ACCESS TO THE SERVICES OR ANY PORTION OF THEM; PROHIBIT ACCESS TO OUR SERVICES AND PLATFORM, AND OUR CONTENT, SERVICES, AND TOOLS; OR DELAY OR REMOVE HOSTED CONTENT, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS. 


3. CHANGES 

ALC Label may make changes to the Terms at any time. From time to time, ALC Label may amend this Agreement by posting updated versions at http://www.alclabel.com/terms in accordance with this Section 3 “Changes.” 


If any changes to the Terms materially impact Your rights, ALC Label shall notify You of such changes 3 days before the changes shall be implemented ("Notice Period") via one of the following methods (each, a "Change Notice") (i) an email notification, (ii) communication via the Platform and/or (iii) notification on the ALC Label website. Each Change Notice is considered sufficient notice to allow modification of these Terms. 


If You do not agree to any modification, Your sole recourse will be to terminate the Agreement before the expiry of the Notice Period. All modifications to the Agreement shall become effective immediately following the Notice Period. By using the Services after ALC Label has updated the Terms and the Notice Period has expired, You agree to all the updated Terms. 


4. ALC LABEL’S LICENSE TO YOU 

A. Platform License 

Subject to the provisions of these Terms, We hereby grant You a non-exclusive, non-transferable, limited license to use the Platform during the Term solely to create QR Codes and Technical Sheets as contemplated by these Terms (the “License”). 


The Services, Platform, Marks and related intellectual property are the copyrighted intellectual property of ALC Label and may not be redistributed, repackaged or used in any fashion other than as explicitly allowed by these Terms. Any violation of this License may result in suspension or termination of Your account and You may be refused any and all current or future access to and use of the Services. The Platform and all other ALC Label intellectual property is subject to this License. 


You acknowledge that Our Platform and the Services, including without limitation the Software, the trademarks, service marks and logos contained on the ALC Label website (“Marks”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. ALC Label and its licensors solely own the Platform, Marks, and all right, title and interest in and to all copyrights, patent rights, trademark rights, trade secret rights and other intellectual property rights embodied therein, including derivations, modifications, and improvements thereto and all such rights (“ALC Label Content”), are reserved by Us and Our licensors. 


You will not have any rights to the Platform or ALC Label Content except for the License set forth herein. You acknowledge that no license or other right of any kind is granted to You except as expressly provided in these Terms, and that all rights not specifically licensed under these Terms are reserved to    ALC Label. 


Subject to the terms of this Agreement, We grant to You a nonexclusive, non-transferable, non-sublicensable right to display on your website a link to Our homepage, as long as Your use complies with Our Trademark and Usage Guidelines. All use of and goodwill associated with the Marks shall inure to Our benefit. 


5. CONTENT & FEEDBACK 

A. Ownership of Your Content 

As between You and Us, We do not own nor do We claim ownership of the content submitted to be included in and/or displayed on your Technical Sheets (“Your Content”). Your Content includes, but is not limited to: information, data, text, photographs, graphics, video, messages, goods, products, services or other materials included on any Sites You create via the Service. 


You are responsible for all of Your Content that is uploaded, posted, transmitted or otherwise made available via Our Services. We do not control Your Content or any Content You post via Our Services and You are responsible for any such Content that may be lost or unrecoverable through use of the Services. You are responsible for archiving and backing up Your Content regularly and frequently. 


B. License to Your Content 

By accessing the Platform or using a Service, You hereby grant to ALC Label a worldwide, royalty-free, transferrable, sub-licensable and non-exclusive license to use, reproduce, modify, adapt and publish Your Content for the purpose set forth in the Agreement, including but not limited to, displaying, distributing and promoting Your Products, Technical Sheets, sharing or promoting ALC Label or a Service, and storing it on Our servers. This license exists only for as long as You continue to be Our client and shall be terminated only upon receiving written notice from You. 


C. Your Feedback 

Any feedback You may provide ALC Label, including without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, emails comments, and the like shall be considered non-confidential and non-proprietary. In providing this material, You authorize Us to use it and any images, developments or derivatives thereof, according to Our needs as determined in Our sole discretion, including for public relations and promotion of the Site and the Services in the online and offline media, and all without requirement of any additional permission from You or the payment of any compensation to You. You also agree that (i) by submitting unsolicited ideas to Us or any of Our representatives, You automatically forfeit Your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Us or any of Our employees or representatives automatically become the property of ALC Label. You hereby assign and agree to assign all rights, title and interest You have in such feedback and ideas to ALC Label together with all intellectual property rights therein. 


D. Publicity/Case Study 

You authorize ALC Label to Your name, logo and/or trademark in connection with ALC Label’s promotional materials and marketing activities. Any press release or other announcement will only be issued upon prior approval by both You and ALC Label. 

You agree that ALC Label may devise a case study of Your use of the Services and may use such case study for marketing of its services to third parties. You will provide reasonable assistance in preparation of such a case study. We agree to provide You with access to the results of such case study. 


6. REGISTRATION AND ACCOUNT MANAGEMENT 

Some functions of the Services require registration, and as part of the process You will be requested to provide certain information, including among others: Your name, email address, physical address, company name, field of business and website URL (“Registration Data“). 


The scope of information we collect is described in these Terms and our Privacy Policy. If You wish to access or manage any of Your Content and/or information, including Your Personal Data, You may do so at any time using Your account settings and as further described in our Privacy Policy. You may also contact Us directly at legal@alclabel.com. 


By using the Services, You agree to: 

  • Provide true, accurate, current and complete Registration Data that you maintain and promptly update to ensure its accuracy; 
  • Maintain the security and confidentiality of Your password and any other security or access information used by You to access the Platform or Services; 
  • Certain users with special admin privileges may make changes to Your Sites or the Services, including Transfer of Accounts and Sites described below. You are solely responsible for ensuring Your users with such admin privileges are authorized to take such actions. 
  • Refrain from an Account Transfer without Our prior written consent (for more information, please see the "Transfer of Accounts and Sites" sub-section below); 
  • Refrain from impersonating any person or entity or misrepresenting Your identity or affiliation with any person or entity, including using another person's username, password or other Registration Data; and 
  • Immediately notify Us in writing if You become aware of any loss, theft or use by any other person or entity of any of Your Registration Data in connection with the Platform, Your Sites, or the Services or any other breach of security that You become aware of. 


You represent that any communications and all other activities through use of Your Registration Data were sent or authorized by You, and You agree and understand that You are fully responsible for all activities that occur under Your Registration Data. 


A. Transfer of Accounts and Sites 

You may transfer Your Site(s) to another person through the Platform (“Site Transfer”). If You want to transfer Your account to another legal entity (“Account Transfer”) please contact ALC Label Support. 


Please note that: 

  • You may only request Account Transfers for Accounts for which You are the legal owner and/or holder of rights to, which ALC Label may confirm using its own methods (e.g. confirming Your administrative privileges on the account). 
  • Account Transfers are subject to Our sole discretion and written approval. Under no circumstances shall ALC Label be obliged to comply with such request. 
  • Under no circumstances shall ALC Label act as an intermediary, arbiter, or adjudicator between You and any third party. 
  • Any Account Transfer is subject to the transferee entering into a substitute legal agreement with Us and accepting any terms, policies, guidelines and requirements as We may deem applicable, at Our sole discretion. 


ALC Label shall not be liable for any claims, suits, liabilities, damages, losses, costs or expenses of any nature whatsoever arising out of or in connection with Your Site Transfers and/or Account Transfers. You shall hold ALC Label harmless from any and all claims, suits, proceedings, by any third party, and indemnify ALC Label from any and all fines, costs, expenses (including reasonable attorney's fees), losses or damages, arising from or connected to any Account Transfer and/or Site Transfer. For the purposes of clarity, ALC Label shall not be liable for disputes between You as the Account owner and other members of Your team. For more information, see Section 11 Release and Disputes with Others. 


7. PRIVACY AND DATA PROTECTION 

To the extent Personal Data from the EEA, the United Kingdom, Switzerland, or California are processed by ALC Label, the terms of the Data Processing Agreement located at https://www.alclabel.com/legal/privacy/dpa are hereby incorporated by reference and shall apply if and to the extent that such Personal Data is Processed. 


For the purposes of this Section 7 “Privacy and Data Protection,” capitalized terms not defined herein shall be as defined in the DPA. By using the Services You hereby represent and warrant that: 

  • To the extent applicable, You will comply with the DPA at all times. 
  • You shall provide ALC Label only with Personal Data that is required for ALC Label’s Services under this Agreement and not request or require that ALC Label Process Personal Data in any way that would violate applicable Data Protection Laws. 
  • Notwithstanding the foregoing, You are strictly prohibited from uploading to and/or using the Services in connection with Personal Data which constitutes Personal Health Information or which is considered sensitive and/or restricted in nature under applicable Data Protection Laws ("Prohibited Data"), including but not limited to: genetic or biometric data, data concerning health, data concerning a person’s sex life or sexual orientation, Social Security Number or other similar government identifiers, financial data (including but not limited to credit card information, credit rating information etc.); and/or information pertaining to minors under 16 years of age. 


A. Your obligation to Site Visitors: 

Use of ALC Label’s Services does not ensure Your compliance with applicable Data Protection Laws, nor is ALC Label responsible for Your compliance with such laws. You are solely responsible for providing any required notices and obtaining all required consents from Site Visitors in connection with the Services. These notices and consents may include, but are not limited to, notifications under the applicable breach notification statutes, accurate notice of the Personal Data You collect and how it will be shared, and a privacy policy that complies with all applicable law. 

You acknowledge that ALC Label shall not be responsible or liable to You, or End Users for any of Your breaches of applicable law. 


B. ALC Label’s Privacy Obligations. 

ALC Label shall be entitled to use the Personal Data for statistical and financial purposes; provided, however, that any personal attributes shall be removed from such data or otherwise if such is maintained on an aggregated basis. 


ALC Label implements appropriate technical and organizational measures to ensure a level of security of Personal Data, appropriate to the risk, as deemed appropriate by ALC Label. 


ALC Label was certified under the EU-U.S. Privacy Shield Framework (“Privacy Shield”), before the Privacy Shield was invalidated by the European Court of Justice in 2020. For any information that ALC Label collected under the Privacy Shield ALC Label will continue to apply the same level of protection of such information. ALC Label will only retain Personal Data for as long as Services are provided to You in accordance with this Agreement or as otherwise permissible under applicable laws. Following expiration or termination of the Agreement, ALC Label will delete or return to You all Personal Data in its possession as provided in the Agreement except to the extent ALC Label is required by applicable law to retain some or all of the Personal Data (in which case ALC Label will implement reasonable measures to prevent the Personal Data from any further Processing). The terms of this agreement will continue to apply to such Personal Data. 


In addition to the above privacy principles and these Terms, Your and Your Client’s use of the Platform and the Services is also subject to Our Privacy Policy which informs You of Our policies and procedures regarding the collection, use and disclosure of information We receive when You visit Our Platform and use any part of Our Services. By using or accessing the Services, You consent and You will cause Your Clients to consent to the collection and use of information, including Personal Data, as described herein and in Our Privacy Policy, as may be amended by Us from time to time. 


8. PRICING, PAYMENTS, REFUNDS AND TAXES 

By using the Services, You agree to pay all associated set-up and subscription fees that You agree to upon sign-up (“Services Fees”) with the credit card You are authorized to use and enter upon sign-up, which You authorize ALC Label to charge for the Services Fees (“Authorized Card”). You must have an Authorized Card on file at all times to access the Services. Failure to maintain an Authorized Card may result in the termination of Your Account. Your Authorized Card will be charged within 7 days of sign-up and each month thereafter until termination. 


If, for any reason, We are unable to process any charge or payment, You agree that You are responsible for providing an alternate form of payment or payment arrangement and You are responsible for any resulting processing fees and/or late fees that may be incurred. You understand and agree that We will charge all Services Fees that are due or past due (including from previous billing periods) and all expenses that are due or past due (including from previous Billing Periods and any expenses related to the failure of Your original payment method) and all late fees incurred to the alternate payment method. You expressly authorize these charges. 


You are and shall be fully responsible for the payment of any taxes that apply to Your use of the Services. 


The Services, including without limitation payment processing, may be handled directly by Us or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including, among others, payment methods, tax liability, collection and use of Your Personal Data, and support levels). We recommend that You review the terms of use and privacy policy of such third parties before submitting any Personal Data and using such third parties' services. 


A. Auto-renewal 

In order to ensure that You do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Services operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise). Accordingly, where applicable, ALC Label will attempt to automatically renew the applicable Services for a renewal period equal in time to the original subscription period for such Service, and automatically charge You the applicable fees using Your Authorized Card. 

ALC Label reserves the right to establish the price for every Service We offer. We may change the price of any Service at any time, in Our sole discretion. We reserve the right to charge a price for a Service that was previously offered for free. If We decide to increase the price of Service for which You are subscribed, We will make every effort to communicate this pricing change to You via email. We do not need to notify You if We decide to raise the price of a Service for which You are not subscribed. 


B. Money Back Guarantee 

For most subscription Services, We generally offer a full, thirty (30) day money-back guarantee. If You provide written notification of Your request for cancellation of the subscription Services within the first thirty (30) days of Your original purchase of a subscription-based Service, the fees that ALC Label has received from You will be refunded. No refunds will be provided for subscription-based Services after the thirty (30) day guarantee period. For monthly subscription Services, You are welcome to cancel at any time without obligation to pay for additional monthly payments. 


Some products and services are not eligible for refund; unless otherwise provided by law, all purchases of these types of products and services are final and non-refundable: 

  • All set-up fees, one-time or annual, in connection with Services, including but not limited to hiring an expert and custom design services; and 
  • Any other product or service marked with a designation such as “Non-Refundable.” 


If and when participating in a free trial of a Service, You shall have the right to use the Service for the duration of the free trial without charge until the expiration date of the trial at which point Services shall be discontinued if You do not elect to purchase a subscription to the Service. If You do elect to purchase a subscription to the Service, the free-trial period shall be considered concurrent with the thirty (30) day guarantee period and no further thirty (30) day guarantee period will be offered. 


C. Late Fees 

If We do not receive Your full and complete payment by the due date, We may charge You a late fee on the unpaid balance and may also terminate or suspend Your Service. The fee will be calculated at the maximum percentage permitted by applicable law, not to exceed 1.5 percent per month. In the event We utilize a collection agency or resort to legal action to recover an unpaid balance, You agree to reimburse Us for all expenses incurred to recover such unpaid balance, including reasonable attorneys’ fees and costs. If You fail to pay on time and We refer Your account(s) to a third party for collection, a collection fee will be assessed and will be due at the time of the referral to the third party. 


9. USER CONDUCT 

In connection with Your use of the Site and the Services, You agree to abide by all applicable local, state, national and international laws and regulations. You must not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, Our Policies or the operational or security mechanisms of the Services, and without limiting the foregoing: 


You may not use (i) the Services, or (ii) any ALC Label Content or Your Content (collectively, “Content”) to: 

  • promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities as determined by Us at Our sole discretion, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming, phishing or any duplicative or unsolicited messages (commercial or otherwise); 
  • interfere with the access, use or enjoyment of the Platform or the Services by others (including without limitation causing greater demand on the Services than is deemed by Us reasonable, attacks such as to harass or defame others; or promote hatred towards any group of people); 
  • harvest or otherwise collect non-public information about another user obtained through the Site or the Services (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information; 
  • use any Content except for the intended purposes of the Services, subject always to the terms of the Agreement; 

In addition, You may not: 

  • alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the Services, any ALC Label Content, or features; 
  • access or attempt to access any of Our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Services; 
  • decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Services except if and to the extent permitted by applicable law; 
  • abuse or use any other means to affect or manipulate the Services in general or the prices quoted through the Services; and/or 
  • Engage in activity or use language that is threatening, abusive, harassing, defamatory, libellous, offensive, or profane against any of our customers, users, employees, representatives, or any third party as determined by us in our sole discretion. 


We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any of Your Content. We shall not be liable to You or any third party for Your Content in any way, including, but not limited to, any mistakes, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing uses related to Your Content. 


10. TERMINATION 

We may, in Our sole discretion and without liability to You or any third party, suspend or terminate Your account and refuse any and all current or future access to and use of the Services (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, non-payment, loss, theft or unauthorized use of Your Registration Data, violation of the letter or spirit of this Agreement, violation of the USER CONDUCT guidelines (Section 9), providing content that is inappropriate or offensive in Our discretion, or if We have reasonable grounds to suspect any of the Registration Data that You provided is inaccurate, not current or incomplete. 


11. RELEASE & DISPUTES WITH OTHERS 

You are solely responsible for Your interaction with Your Clients, the End Users, other users of the Services and other parties with whom You come in contact through Your and their use of the Platform, Sites and Services. We reserve the right, but have no obligation, to monitor and/or manage disputes between You and other users of the Services. If You have a dispute with one or more third parties (including, but not limited to, Your employees, Your Clients, or End Users), You release Us (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 


12. DISCLAIMERS OF ALL WARRANTIES 

ALC LABEL'S CONTENT, THE PLATFORM, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. 


WITHOUT LIMITING THE ABOVE, (I) WE MAKE NO WARRANTY THAT THE PLATFORM, YOUR SITES, THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, ACCURATE, CORRECT, COMPLETE, OR AVAILABLE; (II) WE DO NOT ENDORSE OR APPROVE ANY OF YOUR CONTENT OR CONTENT PROVIDED BY ANY THIRD-PARTY AND DISCLAIM ALL LIABILITY WHATSOEVER THERETO; AND (III) WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF YOUR SITE(S), THE SERVICES, OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, RESULTS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE. 


13. LIMITATION OF LIABILITY 

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY (I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THE PLATFORM OR THE SERVICES (INCLUDING WITHOUT LIMITATION THE USE OF ANY CONTENT, INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THE PLATFORM OR THE SERVICES), (II) ACTION OR INACTION IN CONNECTION WITH THE AGREEMENT OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) STATEMENTS OR CONDUCT OF YOU OR ANY THIRD PARTY ON THE DUDA WEBSITE OR YOUR SITE, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS THEREON; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. 


All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Us and You. You agree that any claim or cause of action arising out of or in connection with the Platform, the Services, the Content or the Agreement must be filed within thirty (30) days after such claim or cause of action arose or be forever barred. 


In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, You agree that Our aggregate liability shall not exceed the amount paid by You to Us pursuant to this Agreement. 


14. INDEMNIFICATION 

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL CLAIMS, LIABILITIES, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) RELATED TO IN ANY WAY TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THE SERVICES OR THE DUDA CONTENT, (II) YOUR CONTENT, (III) YOUR SITES (IV) YOUR CLIENTS’ SITES OR (III) YOUR VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS. 


We will provide You with written notice of such a claim. You will not enter into any settlement or compromise of any such claim without Our prior written consent. We may assume the exclusive defence and control of any matter subject to indemnification by You. In all events, You shall cooperate fully in the defence of any claim. 


15. THIRD PARTY SERVICES 

In connection with Your use of the Site or the Services, You may be made aware of services, products, offers and promotions provided by third parties. Portions of the Services provided by third parties shall be subject to such entity’s terms and conditions, and Your use of such entity’s services is subject to and conditioned upon Your acceptance of such additional terms and conditions. If You decide to use such third-party services, You are responsible for reviewing and understanding the terms and conditions governing such third-party services, and acknowledge that the third party is responsible for the performance of such services. 


You acknowledge and agree that regardless of the manner in which Third Party Services may be offered to You (bundled with certain ALC Label Services, offered separately by ALC Label or otherwise offered anywhere on the Services), ALC Label merely acts as an intermediary platform between You and the Third Party Services, and does not in any way endorse the Third Party Services, or shall be in any way responsible or liable with respect thereto. ALC Label will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between You and any Third Party Services. 


ALC Label’s Services allow You to import or link certain Content hosted on third-party websites into the Services (“Third Party Content”). Third Party Content isn’t owned by ALC Label, and thus if it is no longer available or accessible to a user, then those portions of Your creation that reference such Third Party Content will not work. 

The Services provide You with the ability to embed images, animations, videos, audio, fonts, and other Content owned or provided by You or other third parties into the Services. The Use of such Third Party Content shall be subject to compliance with the provisions of these Terms and, if applicable, the terms of use and/or end user license agreement provided by the third party owning or providing the Third-Party Content. 


ALC Label does not warrant that any Content embedded in a website, either generated via automatic import, or placed manually by You, is licensed for use in Your jurisdiction. You are responsible for ensuring You have the appropriate licenses, usage rights or meet the requirements for Fair Use, and/or other laws and rights in Your jurisdiction that may be required for using any of Your Content. 


ALC Label shall have the right, at any time, at its sole and exclusive discretion to remove any Third-Party Content from the Services and/or disable access to Third-Party Content. 


While we hope to avoid such instances, ALC Label may, at any time and at its sole discretion, suspend, disable access to or remove from Your account and/or the Services, any Third Party Services – whether or not incorporated with or made part of Your account and/or website(s) at such time – without any liability to You, Your Clients, or to any End Users. 


16. COPYRIGHTED MATERIALS, INFRINGEMENT NOTICES AND TAKEDOWN 

YOU SHALL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 


We have adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of ALC Label users who infringe or are believed to be infringing the rights of copyright holders.  If You believe that any material contained on a Site infringes Your copyright, You should notify this Site's Designated Agent listed below by email with the following information: 


Your notice to the Designated Agent should be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Services; (d) information sufficient to permit Us to contact You, such as Your physical address, telephone number and e-mail address; (e) a statement by You that You have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by You that the information in the notification is accurate and, under penalty of perjury that You are authorized to act on the copyright owner's behalf. 


The Copyright Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this Section, We reserve the right at any time and in Our sole discretion to remove content which, in Our sole judgment, appears to infringe the intellectual property rights of another person. 


17. COMPLAINTS HANDLING; MEDIATION; GOVERNING LAW AND EXCLUSIVE COURTS 

A. Internal Complaint Handling 

If You have a complaint regarding Our Services, You can lodge Your complaint by emailing: legal@alclabel.com. 

We attempt to resolve all complaints as swiftly and as effectively as possible and try to address any issues raised to the best of Our ability, taking into account the importance and complexity of the issue raised. Once We have reviewed Your complaint, We will communicate to You the outcome of the review. 


B. Mediation 

In case of any dispute which remains unresolved, the parties will first attempt in good faith to negotiate a written resolution of the matter directly. If the matter remains unresolved for sixty (60) days, it will be deemed a “dispute” and each party shall first refer the dispute to proceedings under the Mediation Rules, as mutually agreed. Unless otherwise agreed to in writing, the parties shall conduct the mediation in Alberta, Canada and select a mutually agreeable mediator. If the parties are unable to agree upon a mediator, the parties agree that ALC Label will have the right to select a mediator. The mediation shall be conducted in English and each party shall bear its own fees, costs and expenses. Each party shall designate a business executive to have full and complete authority to resolve the dispute and to represent its interests in the mediation, and each party may, in its sole discretion, include any number of other representatives in the mediation process. 


C. Jurisdiction 

This Agreement will be governed by the laws of the Province of Alberta, Canada, without regard to its choice of law or conflicts of law principles. You hereby consent to the exclusive jurisdiction and venue in the courts in the Province of Alberta, Canada, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court. 


18. MISCELLANEOUS 

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between You and Us as a result of the use of the Site or the Services. 


This Agreement comprises the entire agreement between You and Us, states Our and Our suppliers' entire liability and Your exclusive remedy with respect to the Site and Services, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. 


The section titles in this Agreement are solely used for convenience and have no legal or contractual significance. Any explanation or summary under the “#InPlainSpeak” heading is provided for convenience, and in no way defines any section or legally binds either party. 


No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement. 


Survival. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration of the Agreement and continue in full force and effect thereafter. 


19. CONTACTING US 

If You have any questions about these Terms, please contact Us via email at info@alclabel.com


20. VERSION 

Last Updated: March 1, 2023 




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