Terms of Service

Effective: October 25, 2020

These terms are between you and Eclipse Manager. They define the terms which you may our website or related application ("Platform"). Please read carefully before use. By using the platform, you accept the terms and agree to obey them. If you do not agree to these terms, you do not have our permission to use our Platform.

1. Use of the Platform

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Platform. We can withdraw or change our service at any time without telling you and without being legally responsible to you.

You must treat all identification codes, passwords and other security information as confidential. If we think you have failed to keep confidentiality, we are allowed to disable any security information (including your passwords and codes). You are responsible for preventing unauthorized access to the account provisioned by you that allows you to access the Platform and notifying us immediately if you become aware of any unauthorized access or use.

We frequently update the platform and make changes to it, but we don't have to do this, and material on the platform may be out-of-date. No material on the platform is intended to contain advice, and you shouldn't rely on it. We exclude all legal responsibility and costs for reliance placed on the platform by anyone.

By using the platform, you agree to us handling this information and confirm that data you provide is accurate. Only use the platform as allowed by law and these terms. If you don't, we may suspend your usage, or stop it completely.

2. Fees and Payment

A yearly payment is required for you to be a Premium user, which will grant you access to additional features. The features included are subject to change without notice and certain features could be made available to non-Premium users. All payments are non-refundable at our discretion.

3. Intellectual Property Rights

We are the owner or licensee of all intellectual property rights on the platform (for example the copyright and any rights in the designs) and in any of the material posted on it. They are protected by copyright.

You acknowledge that any suggestions, comments, or other feedback that you provide to Eclipse Manager with respect to the will be owned by Eclipse Manager, including all intellectual property rights therein, and will be and become Eclipse Manager's Confidential Information. You acknowledge and agree that we will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as we see fit, without obligation or restriction of any kind.

4. Confidentiality

4.1. Definition. "Confidential Information" is defined as all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), either 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. This includes, without limitations, non-public company data, non-public products and services, and non-public financial information.

4.2. Protection. The Receiving Party will use the same degree of care to protect the Disclosing Party's Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but no less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those mentioned in these Terms.

4.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

5. Terms and Termination

5.1 Termination. If either Party commits a material breach or default in the performance of any of its obligations under these Terms, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30) days of discovery of such breach or default, and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice.

5.2. Effect of Termination. Upon the termination of these Terms, you shall immediately discontinue use of and/or access to the Platform. No termination will affect your obligation to pay all fees that have become due before the effective date of such expiration or termination, or entitle you to any refund.

5.3. Data. Upon the termination of these Terms, you have the ability to ask us to purge all data relating to you that resides within our Platform. To do so, submit a written request through our contact form or email info@eclipsemanager.com.

5.4. Survival. All terms and provisions of these Terms, which by their nature are intended to survive any termination or expiration of these Terms, will so survive.

5. Indemnification

You agree, at your sole expense, to defend, indemnify and hold Eclipse Manager (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees, costs, penalties, interest and disbursements) arising out of or relating to your use of the Platform or any other actual or alleged breach of any of your obligations under these Terms.

6. Disclaimer

Except as expressly set forth in these terms, the platform is provided "as is" and on an "as available" basis without warranty of any kind, and Eclipse Manager makes no promises, representations, or warranties, whether express, implied, statutory, or otherwise, with respect to the platform, including its condition, conformity to any representation or description, or the existence of any latent or patent defects. Eclipse Manager specifically disclaims all implied warranties of merchantability, non-infringement and fitness for a particular purpose, and all other implied or statutory warranties, as well as any local jurisdictional analogues to the above. Eclipse manager does not warrant that the platform will be error-free or that the platform will work without interruptions. We exclude, as far as legally possible, all terms and warranties or promises implied by law or by statutes. We won't be legally responsible to you for any damage from viruses or other harmful material that you pick up via our platform.

7. Limitation of Liability

8.1. Limitation of Damages. As far as legally possible, we exclude legal responsibility for any direct or indirect loss to you arising from use of our platform. This includes but is not limited to loss of income, profit, business, data, contracts, goodwill or savings.

We don't exclude legal responsibility for death or personal injury owing to our negligence, or legal responsibility for fraud or fraudulent misrepresentation, or for anything else where exclusion is not allowed by the law.

8.2. Limitation of Liability. In no event will either party or their respective directors, officers, agents, or employees, be liable to the other party for any reason, whether in contract or in tort, for any claims, suits, liability or damages arising out of or based upon these Terms, in the aggregate, exceed the amount actually paid by you in the twelve (12) months preceding the first incident out of which the liability arose, regardless of the form in which any legal or equitable action may be brought.

8.3. Limitation of Claims. Any claim or cause of action arising out of or related to use of the Platform or to these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever waived.

8. Links to and from Our Platform

You are allowed to make a legal link to our platform's homepage from your platform. We can end this permission at any time. You mustn't suggest any endorsement by us or association with us unless we agree in writing.

Links from our Platform to other sites are for information only. We don't control them and don't accept responsibility for other sites or any materials found upon them or any loss you suffer from using them.

9. Variation

We reserve the right to change or modify these Terms at any time without notice. We change these terms from time to time and you must periodically check them for changes because they are binding on you. Your continued use of the Platform constitutes your acceptance of the modified Terms.

10. Disputes

11.1 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.

11.2 If any such dispute cannot be settled amicably through ordinary negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.

11.3 If the Parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.

11.4 Within 14 days of the appointment of the mediator (either by mutual agreement of the Parties or by LawBite in accordance with their mediation procedure), the Parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.

11.5 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

11.6 If the Parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both Parties, shall be final and binding on them.

11.7 If the Parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the Parties) of the mediator being appointed, or if either Party withdraws from the mediation procedure, then either Party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.

11.8 Any dispute shall not affect the Parties' ongoing obligations under the Agreement.

11.9 The English courts have the only right to hear claims related to our platform, and all disputes are governed by English law.

11. Contact Us

Please email us at info@eclipsemanager.com to contact us about any issues.