Terms of Service
Effective as of 5 October 2026 (Version 2.4)
These Terms of Service (the “Agreement”) are a legal agreement between You as the user and Devart Ltd., a company incorporated in the Hong Kong Special Administrative Region (“Devart”, or “We”, “Our”, or “Us”), that governs Your limited, non-exclusive and terminable right to the use of the TMetric Site and Services as defined herein.
By registering a User Account or by using the Site and/or the Services, You confirm that You have read, understood and agree to be bound by this Agreement, including, without limitation, the Privacy Policy. If You do not accept this Agreement, do not use the Site or the Services. Where You register or use the Services on behalf of an organization, You represent and warrant that You have authority to bind that organization, and both that organization and the individual acting for it are bound by this Agreement jointly and severally in accordance with clause 2.3. The Site and the Services are designed and made available for use for commercial and professional purposes and are not intended for use for personal, family or household purposes.
We reserve the right to amend this Agreement at any time at Our sole discretion. Where an amendment materially and adversely affects Your rights, We will give at least thirty (30) calendar days’ notice by email to the address registered with Your User Account or by notice within the Site or the Services. All other amended terms take effect on the day they are posted on the Site. Each amended version of this Agreement will state its effective date. An amendment takes effect without Your consent and without any further act of the parties. Your continued use of the Site and/or the Services after an amendment takes effect constitutes Your acceptance of it. If You do not accept an amendment, Your sole and exclusive remedy is to close Your User Account in accordance with clause 6.2 before the amendment takes effect, having first exported any of Your Data that You wish to retain. Nothing in this paragraph limits Our rights under clause 3.4.
1. Definitions
“Agreement” shall mean these Terms of Service, including any annexes thereto which form an integral part thereof and which in their totality, govern Your relationship with Devart;
“Applicable Law” shall mean the law, governing this Agreement as specified in clause 21.1, together with any other law applicable to the provision or use of the Services from time to time;
“Connected Service” shall mean any third-party application, service, agent or artificial intelligence assistant that You authorize to access Your User Account or Your Workspace, whether through the MCP Server, an application programming interface made available by Devart or any other means;
“Data” shall mean content, Personal Data, information, know-how and confidential information relating to Your business, some of which may not be publicly available, including but not limited to technical and commercial information concerning Your, or any of Your parent company’s or subsidiaries’, business, systems, processes, software and services, as the case may be;
“Free Plan” shall mean a Subscription Plan that is provided to You by Devart free of charge;
“Identity Provider” means a system entity that creates, maintains, and manages identity information for principals while providing authentication services to relying party applications within a federation or distributed network;
“MCP Server” shall mean the interface operated by Devart that enables a Connected Service to access data of Your User Account and Your Workspace by means of the Model Context Protocol standard;
“Number of Users” shall mean a reserved number of users that are allowed to access Your Workspace for any Subscription Plan;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Service/s” shall mean the software as a service (SaaS) offered by Devart including all software, mobile apps, and websites developed and provided to You by Devart, the MCP Server and any application programming interfaces made available by Devart, as further described on the Site;
“Site” shall mean the website tmetric.com, in addition to any pages in all sub-domains of the tmetric.com website;
“Subscription” shall mean the extent of the Services to which You may have access;
“Subscription Plan” shall mean one of the different subscription packages through which You can use the Services;
“Subscription Term” shall mean the period of time for which subscription to the Services shall be made available by Devart to You, subject to Your adherence to the obligations undertaken by virtue of this Agreement;
“Third Party/ies” shall mean any persons, whether legal or natural, which are neither You nor Devart;
“Trial Period” shall mean free access provided to You by Devart for a limited and established period of time, to the Services under a Subscription Plan involving payment, which shall be granted at the sole discretion of Devart, which access may be revoked by Devart at any time without need of any prior notice;
“User Account” shall mean an account with Devart to use the Services, i.e. login credentials used by You to access the Site along with Personal Data associated with these credentials;
“Workspace” shall mean an organizational unit, which enables using the Services; each Workspace has a corresponding Subscription.
“You” / “Your” shall mean a person, whether natural or legal, who agrees to be bound by the terms contained in this Agreement.
2. User Accounts and Workspaces, Access and Disclosure
2.1. To benefit from Our Services, You must register a User Account by
(a) completing a registration form, by providing Us with all required information;
(b) authenticating with an external Identity Provider and giving Us consent to access Your Personal Data.
You are advised to keep Your login credentials strictly confidential and to refrain from disclosing these to anyone. We shall not be held responsible for unauthorized access to Your User Account and Workspaces arising from Your failure to keep Your login credentials safe and secure.
2.2. A Workspace is created for You automatically during Your User Account registration, unless You are invited to use the TMetric Service by another person. In the latter case, You are granted access to a Workspace owned by that person. You may create any number of Workspaces during the course of Your business. Any such separate Workspace you own shall be governed by the terms and conditions set forth in this Agreement.
2.3. If You are using the Site or Services for and on behalf of a legal entity, You shall do so by creating a separate Workspace. If You are using the Site or Service for and on behalf of a legal entity, You shall be, and shall be presumed to be empowered by and/or properly authorized for and on behalf of that legal entity, and You and the legal entity shall be jointly and severally subject to this Agreement.
2.4. We reserve the right for Us, Our contractors or Our employees, to access Your accounts and the information that You have provided for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.
2.5. It is Your responsibility to protect Your Personal Data and maintain the confidentiality of Your login credentials. You are also responsible for promptly notifying Devart of any unauthorized use of Your User Account, or breach of Your login credentials. Devart will not be liable for any loss that You may incur as a result of someone else using Your login credentials, either with or without Your knowledge. To the extent allowable by the Applicable Law, You shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney's fees for Your intentional or negligent failure to safeguard user and password information and/or promptly notifying Devart about any unauthorized use of Your User Account or breach of Your login credentials.
2.6. You may authorize a Connected Service to access Your User Account and Your Workspace. Any such authorization is made by You, at Your sole discretion and at Your sole risk, and constitutes Your consent to Devart making the relevant data available to that Connected Service and to any person acting on its behalf. You are solely responsible for the selection of the Connected Service, for the configuration of the connection, for the scope of access granted through it, for the security of the credentials and tokens used to establish it, and for all activity conducted through it, whether or not authorized by You. You represent and warrant that You hold all rights, authorizations, consents and approvals required to make such data available, including in respect of data relating to other users of Your Workspace, Your personnel and Your clients, and that the connection is authorized by the owner of the Workspace concerned. You acknowledge that a Connected Service is operated by a Third Party, that data made available to it leaves Devart's systems and is no longer within Devart's control, and that the collection, storage, use and further disclosure of that data by that Third Party are governed by its own terms and policies and not by this Agreement. Devart may disable, suspend or restrict any connection at any time, with or without cause and without prior notice.
2.7. You are responsible for the configuration of each Workspace You own, for the persons You invite to it, for the roles, permissions and access You grant to them, including any client login, and for all acts and omissions of those persons. Where You enable any feature that records or reports on the activity of Workspace members, including activity levels, online time, applications and websites used, screenshots, attendance or time off, You are solely responsible for determining whether such use is lawful in each relevant jurisdiction, for giving all notices and obtaining all consents, authorizations and approvals required from the individuals concerned, and for maintaining any records required in connection with it. You represent and warrant that You have done so before enabling any such feature and for as long as it remains enabled. Devart makes such features available at Your direction and has no responsibility for Your decision to enable or use them.
3. Subscription
3.1. The Subscription may be different for each Workspace. The Subscription depends on the relevant Subscription Plan, Number of Users, Subscription Term and respective and timely payment of Service fees to Devart.
3.2. We offer several different Subscription Plans for Our Services. Information about Our standard plans can be found on Our Pricing page. All fees quoted on Our site are exclusive of VAT or any other taxes that may be applicable in Your jurisdiction. For additional information on Our Subscription Plans, please contact Us.
3.3. The applicable Subscription Plan depends on Your choice. By default, upon registration, Trial Period starts allowing You to test all available features and options. You can choose to change Your plan at any time. You may upgrade or downgrade Your Subscription at any time during Your Subscription Term, upon which We will apply the respective fees.
3.4. Following Your current Subscription Term, We reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new fees and/or subscription levels or charges. We will provide You with thirty (30) calendar days’ written notice in advance during which You will have the right to unsubscribe from, or change Your current Subscription Plan, should You not agree with these amendments.
4. Service Fees
4.1. Devart charges service fees for use of the Services under all Subscription Plans involving payment. The level of a service fee may vary according to Our current pricing policy. Your service fee depends on the Subscription Plan, Number of Users, and the Subscription Term.
4.2. Verifone Payments BV, which is doing business as 2Checkout, is the authorized merchant provider for Devart. We do not process Your payment details and billing information. Orders are processed by Verifone Payments, they collect and store Your payment details and billing information for processing purposes. Verifone Payments’ service is governed by its own Terms and Conditions.
5. Subscription Term and Renewal
5.1. Trial Period starts upon registration. The duration of the Trial Period is specified at the time of its activation. We will send you email notifications about the expiration of the Trial Period. At the end of the Trial Period, You will be able to choose whether to switch to the Free Plan or pay an applicable service fee for the continued use of the Services.
5.2. When You purchase a Subscription for a Subscription Plan involving payment, You can choose a Subscription Term (among the available options). You can enable automatic billing, and your subscription will be automatically renewed before it expires, avoiding usage interruptions. You can disable the auto-renewal option at any time.
5.3. 2Checkout sends email notifications about Your Subscription Term and renewal to the billing email address You provide during the order checkout process.
6. Suspension and Termination
6.1. We may immediately terminate this Agreement if You do not pay the fees when due in accordance with Your Subscription Plan.
6.2. You may terminate this Agreement by requesting all of Your Workspaces and User Accounts to be deactivated and deleted while logged into the Service. Devart may also terminate Your right to use the Site and/or Services with or without cause at any time. We shall notify You via email to Your registered email account if We terminate Your Account.
6.3. Upon expiration of the Subscription Term, or termination, howsoever occasioned, Your Subscription shall be immediately switched to the Free Plan and consequently, You may make use of the free version of the Service.
6.4. Devart may suspend or restrict Your access to the Site and/or the Services, or to any Workspace, User Account or feature, in whole or in part, with immediate effect and without liability, where: (a) any service fee is not paid when due, (b) Devart considers in good faith that You are in breach of this Agreement, (c) Devart considers in good faith that suspension is necessary to protect the security, integrity or availability of the Site, the Services or the data of any user, (d) Devart is required to do so by law or by any competent authority, or considers in good faith that continued provision may expose Devart to legal or regulatory risk, (e) Your use of the Services imposes a load materially in excess of normal use, or (f) Devart suspects unauthorized access to Your User Account or Workspace. Where practicable and lawful Devart will notify You of the suspension, but Devart is not required to do so in advance. Service fees continue to accrue and remain payable during any suspension under (a) or (b). Suspension is without prejudice to any other right or remedy of Devart, including the right to terminate under this clause 6.
7. Refunds
Our refund policy works according to the rules described in the refund policy of our payment provider 2Checkout.
7.1. To place a refund request for an order placed with 2Checkout, You would need to contact 2Checkout by accessing your account with 2Checkout or contact us at [email protected].
7.2. We offer a refund within 30 days of purchase for an annual subscription and within 7 days of purchase for a monthly subscription.
7.3. Downgrading a subscription (decreasing the number of users, switching to a cheaper plan) does not give the right to a refund.
8. Service Availability
You acknowledge that 100% availability of the Site and the Services is not technically feasible. However, Devart will use commercially reasonable efforts to keep the Site and the Services available in the most constant possible way. Due to special maintenance, security or capacity issues, and also to some events over which Devart may have no influence (e.g. anomalies in public communication networks, electricity cut offs, etc.), Services provided by Devart may be temporarily suspended or affected by brief anomalies. The foregoing does not apply to the MCP Server or to access by any Connected Service, which Devart makes available at its sole discretion and may modify, suspend or discontinue at any time, in whole or in part, without prior notice.
9. Restrictions
9.1. You shall not permit Third Parties to use the Services, with the exception of clauses 2.2, 2.3 and 2.6 above, including but not limited to shared use via a network connection, except under the terms of this Agreement.
9.2. You shall not reverse engineer the Site and/or the Service, or access the Site and/or the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Services. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form). You shall not use the Service in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this Agreement.
9.3. You shall not use, or attempt to use, the MCP Server or any Connected Service to access any data beyond the permissions granted to Your User Account, to circumvent any access control, authentication, rate limit or other technical restriction applied by Devart, or to extract, copy or retain data available through the Services on a bulk or systematic basis for any purpose other than Your own use of the Services in accordance with this Agreement.
10. User Content
You agree that all information, data, text, sound, photographs, graphics, video, software, or other materials submitted, posted or displayed by You on or through the Site is your sole responsibility. Devart claims no ownership or control over any user content. By submitting, posting or displaying user content on or through the Site, you grant Devart a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, and adapt, such user content to provide the Services to You. By submitting, posting or displaying user content which is intended to be shared or made available to the general public, You grant Devart a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such user content through the Site and for the purpose of promoting Devart and its services.
11. Proprietary Rights
11.1. Except as otherwise stated herein, all rights, titles and interest in the Site and/or the Services and any content contained therein is the exclusive property of Devart. Unless otherwise specified, the Services are for Your limited use only, and if You copy or download any information from this Site and/or Service, You agree that You shall not remove or obscure any copyright or other notices or legends contained in any such information.
11.2. You agree that Devart will have access to some of Your Data in the course of performing the Services. All rights, title and interest in the Data are Your exclusive property, except as otherwise provided for herein throughout this Agreement. You are responsible for the accuracy, quality, integrity and legality of Your Data and for exporting and retaining Your own copies of any of Your Data that You require.
11.3. Devart will use commercially reasonable efforts to keep Your Data confidential and will not use Your Data other than as necessary to provide, support and improve the Services, to comply with law, and as described in Our Privacy Policy. Devart may disclose or make Your Data available: (a) to its personnel, contractors and service providers engaged in providing or supporting the Services, (b) where required by law or by any competent authority, or where reasonably necessary to establish, exercise or defend legal rights, (c) to any Connected Service, in accordance with clause 2.6, and (d) as otherwise permitted by this Agreement or Our Privacy Policy. Devart may compile and use aggregated or anonymized data derived from use of the Site and the Services, provided that such data does not identify You or any individual. For the avoidance of doubt, the rights granted to Devart to use Your Data are granted for the duration of this Agreement and in accordance with Our Privacy Policy. This clause does not apply to any disclosure or making available of Your Data that occurs through a connection authorized by You under clause 2.6, and Devart shall have no obligation in respect of Your Data once it has been made available to a Connected Service.
12. Limitation of Liability
12.1 APPLICATION. THIS CLAUSE 12 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO ALL USE OF THE SITE AND THE SERVICES UNDER THIS AGREEMENT (INCLUDING USE UNDER ANY SUBSCRIPTION PLAN INVOLVING PAYMENT, THE FREE PLAN, ANY TRIAL PERIOD AND ANY EVALUATION, NON-COMMERCIAL OR DISCOUNTED USE), AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE), WHETHER OR NOT DEVART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS CLAUSE 12 APPLIES FOR THE BENEFIT OF DEVART AND ITS AFFILIATES, LICENSORS, SUPPLIERS, PARTNERS, OFFICERS, EMPLOYEES AND CONTRACTORS.
12.2 EXCLUDED LOSSES. IN NO EVENT SHALL DEVART BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY (A) LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE, (B) LOSS OR CORRUPTION OF DATA, (C) LOSS OF USE OF THE SERVICES, OF ANY HARDWARE OR OF ANY SOFTWARE, (D) LOSS ARISING OUT OF ANY INACCURACY IN, OR ANY RELIANCE BY YOU OR ANY THIRD PARTY ON, ANY REPORT, TIMESHEET, INVOICE, PAYROLL CALCULATION, BUDGET FIGURE, ACTIVITY RECORD, SCREENSHOT OR OTHER OUTPUT OF THE SERVICES, OR (E) ANY CLAIM MADE AGAINST YOU BY ANY THIRD PARTY, IN EACH CASE WHETHER DIRECT OR INDIRECT AND HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE OR THE SERVICES.
12.3 LIABILITY CAP. DEVART'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE AND THE SERVICES SHALL NOT EXCEED:
(A) WHERE THE WORKSPACE TO WHICH THE CLAIM RELATES IS SUBSCRIBED TO A SUBSCRIPTION PLAN INVOLVING PAYMENT, THE SERVICE FEES PAID BY YOU IN RESPECT OF THAT WORKSPACE FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, CALCULATED PRO RATA WHERE ANY SERVICE FEES COVER A LONGER PERIOD, OR
(B) WHERE THE WORKSPACE TO WHICH THE CLAIM RELATES IS ON THE FREE PLAN OR IN A TRIAL PERIOD, OR WHERE NO SERVICE FEES HAVE BEEN PAID IN RESPECT OF IT, ONE HUNDRED US DOLLARS (USD 100).
THE LIMBS IN (A) AND (B) ARE ALTERNATIVE AND NOT CUMULATIVE. THE APPLICABLE LIMB IS DETERMINED BY THE STATUS OF THE RELEVANT WORKSPACE AT THE TIME OF THE EVENT GIVING RISE TO THE CLAIM. WHERE YOU OWN OR HAVE ACCESS TO MORE THAN ONE WORKSPACE, THE CAP IS CALCULATED BY REFERENCE ONLY TO THE WORKSPACE TO WHICH THE CLAIM RELATES. A SERIES OF RELATED EVENTS CONSTITUTES A SINGLE EVENT, AND MULTIPLE CLAIMS DO NOT INCREASE THE CAP.
12.4 CONNECTED SERVICES. DEVART SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY CONNECTED SERVICE, FOR ANY OUTPUT, DECISION OR RESULT PRODUCED BY OR THROUGH IT, OR FOR ANY LOSS, DISCLOSURE, CORRUPTION OR MISUSE OF DATA OCCURRING AFTER THAT DATA HAS BEEN MADE AVAILABLE TO A CONNECTED SERVICE.
12.5 ALLOCATION OF RISK. YOU ACKNOWLEDGE THAT THE SERVICE FEES HAVE BEEN SET ON THE BASIS OF THE ALLOCATION OF RISK SET OUT IN THIS CLAUSE 12 AND IN CLAUSE 19, AND THAT DEVART WOULD NOT PROVIDE THE SITE OR THE SERVICES ON THESE TERMS WITHOUT IT.
12.6 EXCEPTIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, AND IN THOSE JURISDICTIONS SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12.7 TIME LIMIT FOR CLAIMS. ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE OR THE SERVICES MUST BE NOTIFIED TO DEVART IN WRITING WITHIN SIX (6) MONTHS, AND ANY PROCEEDINGS IN RESPECT OF IT MUST BE COMMENCED WITHIN TWELVE (12) MONTHS, OF THE DATE ON WHICH YOU FIRST BECAME AWARE, OR OUGHT REASONABLY TO HAVE BECOME AWARE, OF THE CIRCUMSTANCES GIVING RISE TO IT, FAILING WHICH THE CLAIM IS WAIVED.
13. Data Retention
Devart commits to securely storing data on behalf of Our customers in accordance with their Subscription Plan and time frames corresponding to each Subscription Plan. All data exceeding the stated time frame will be routinely and automatically deleted from Our systems.
14. Links
The Site and/or Services may include links to certain websites, materials, or content developed by Third Parties. Devart has not reviewed all of the sites linked to its Site and/or Services and shall not be responsible for the contents of any such linked material. The inclusion of any link does not imply endorsement by Devart of such material, and Devart shall not be held liable in respect of any links contained therein. Use of any such linked material shall be at Your own risk. Devart reserves the right, at its sole and absolute discretion, to remove links to any other material at any time and for any reason.
15. Advertising
Unless You specifically withdraw Your consent to this clause by sending an email at [email protected], You hereby acknowledge and consent to Devart making use of any of Your marks, logos and trade names to identify You as TMetric user/customer on TMetric Site and/or Services, in addition to any other marketing material.
16. Release and Waiver
To the maximum extent permitted by Applicable Law, You hereby release and waive all claims against Devart, and its employees, or other partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to Your use of the Site or the Services.
17. Relationship of the Parties
Subject to the contrary set forth herein, nothing contained in this Agreement shall be interpreted or construed to create a partnership, agency, single employer, joint employer or any other type of employment relationship between the parties hereto, or to impose liability attributable to such relationship upon either party. Neither party will have any right, power or authority to enter into any agreement on behalf of, to incur any obligation or liability of, or to otherwise bind the other party.
18. Minimum age of users
All Users of Devart’s Services must be at least 18 years of age and older than the age of legal majority in Your jurisdiction (if it is over 18). By using the Service you confirm that you are over 18 years of age and are a competent legal adult in Your jurisdiction.
19. Disclaimer
19.1 THE SITE AND THE SERVICES, INCLUDING ALL SOFTWARE, DESKTOP AND MOBILE APPLICATIONS, BROWSER EXTENSIONS, APPLICATION PROGRAMMING INTERFACES, THE MCP SERVER AND ALL CONTENT AND MATERIALS MADE AVAILABLE ON OR THROUGH THEM, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. DEVART SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT AND UNINTERRUPTED USE. THE FREE PLAN, ANY TRIAL PERIOD AND ANY BETA, PREVIEW OR EARLY-ACCESS FEATURE ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER AND MAY BE MODIFIED OR WITHDRAWN AT ANY TIME.
19.2 WITHOUT LIMITING CLAUSE 19.1, DEVART DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, THAT ANY DATA WILL BE RETAINED, RECOVERABLE OR FREE FROM LOSS OR CORRUPTION, OR THAT ANY REPORT, TIMESHEET, INVOICE, PAYROLL CALCULATION, BUDGET FIGURE, ACTIVITY RECORD, SCREENSHOT OR OTHER OUTPUT OF THE SERVICES WILL BE ACCURATE, COMPLETE OR FIT FOR ANY PARTICULAR PURPOSE.
19.3 DEVART MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND IN RESPECT OF ANY CONNECTED SERVICE, ANY CONNECTION ESTABLISHED THROUGH THE MCP SERVER OR ANY APPLICATION PROGRAMMING INTERFACE, OR THE ACCURACY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF ANY OUTPUT PRODUCED BY OR THROUGH ANY CONNECTED SERVICE.
19.4 DEVART DOES NOT WARRANT THAT YOUR USE OF THE SITE OR THE SERVICES, OR ANY CONFIGURATION OF THEM SELECTED BY YOU, COMPLIES WITH ANY LAW APPLICABLE TO YOU, AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER IT DOES, INCLUDING IN RELATION TO EMPLOYMENT, WORKING TIME, WORKPLACE MONITORING AND DATA PROTECTION REQUIREMENTS.
19.5 DEVART RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SITE, THE SERVICES OR ANY FEATURE OR PROGRAM DESCRIBED ON THE SITE AT ANY TIME WITHOUT NOTICE.
20. Indemnity
You shall indemnify, defend and hold harmless Devart, its affiliates and their respective officers, employees, contractors and agents from and against any claim, demand, action or proceeding brought by any Third Party, and any resulting loss, liability, damage, fine, penalty, cost and expense (including reasonable legal fees), arising out of or in connection with: (a) Your Data, including any allegation that it infringes or misappropriates the rights of any Third Party, (b) any use of the Site or the Services under Your User Account or within Your Workspace in breach of this Agreement or of any applicable law, (c) any claim by any Workspace member, or by any employee, contractor, client or other individual, relating to the recording, monitoring, processing or disclosure of data through the Services, including through any feature referred to in clause 2.7 and through any Connected Service, and (d) Your breach of clause 22.6. Devart shall notify You of any claim in respect of which it seeks indemnification and may, at Your expense, participate in the defense and settlement of that claim.
21. Governing Law and Dispute Resolution
21.1 This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or its formation, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to any conflict of laws rules that would require the application of the laws of any other jurisdiction.
21.2 The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any such dispute or claim. You irrevocably submit to the jurisdiction of those courts and waive any objection to proceedings in those courts on the grounds of venue, forum non conveniens or inconvenience of forum. Nothing in this clause prevents Devart from commencing proceedings against You, or from applying for interim, injunctive or protective relief, in any other court of competent jurisdiction.
21.3 Any claim You bring must be brought individually and in Your own name. You agree not to commence, join or participate in any class, collective, consolidated or representative proceeding against Devart, and no claim may be consolidated with the claim of any other person without Devart's prior written consent.
22. General Provisions
22.1 Entire agreement and no reliance. This Agreement, together with the Privacy Policy, the Cookies Policy and any document expressly incorporated into it, constitutes the entire agreement between You and Devart in relation to the Site and the Services and supersedes all prior and contemporaneous statements, proposals, understandings and agreements, whether oral or written. You acknowledge that You have not relied upon, and shall have no remedy in respect of, any statement, representation, assurance, warranty, demonstration, trial, roadmap, benchmark, performance figure, feature description, help center or user guide content, technical documentation, community post, sales or marketing material or any other communication that is not expressly set out in this Agreement. No employee, agent or representative of Devart has authority to vary this Agreement or to give any warranty or representation in respect of the Site or the Services. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
22.2 Precedence and rejection of other terms. In the event of any conflict, the body of this Agreement prevails over any other document, except a written agreement executed by an authorized representative of Devart that expressly amends it. Any purchase order, vendor terms, supplier code, portal terms, click-through terms or other document issued or presented by You shall be of no effect and is expressly rejected, notwithstanding Devart's receipt of it, Devart's acceptance of any payment made under it or Devart's provision of the Services.
22.3 Assignment. Devart may assign, novate, transfer or subcontract any of its rights or obligations under this Agreement, in whole or in part, without Your consent, including to any affiliate or in connection with any merger, acquisition, reorganization or sale of assets. You may not assign, novate or transfer any of Your rights or obligations under this Agreement, and may not grant or purport to grant any interest in Your User Account or Workspace, without Devart's prior written consent. Any purported assignment in breach of this clause is void. Your rights under this Agreement are personal to You.
22.4 Force majeure. Devart shall not be liable for, and shall not be treated as being in breach of this Agreement by reason of, any delay in performing or any failure to perform any of its obligations to the extent that such delay or failure results from any cause beyond its reasonable control, including any act of God, natural disaster, epidemic or pandemic, war, act of terrorism, civil disturbance, act or restraint of any government or authority, sanctions, strike or other labor dispute, failure or interruption of any public or private telecommunications network, internet connectivity or electricity supply, failure, interruption or withdrawal of any hosting, cloud, payment or other third-party service on which the Services depend, cyberattack, denial of service attack, malicious code or unauthorized access. Devart's affected obligations are suspended for the duration of the event, no refund is payable in respect of the period affected, and where the event continues for more than thirty (30) calendar days Devart may terminate this Agreement with immediate effect by notice to You.
22.5 No set-off. All amounts payable by You under this Agreement shall be paid in full, without any set-off, counterclaim, deduction, withholding or retention, save as required by law. Devart may set off any amount owed by Devart to You against any amount owed by You to Devart.
22.6 Export control and sanctions. You represent and warrant that You are not, and are not owned or controlled by, and are not acting for or on behalf of, any person that is the target of any economic sanctions or export restrictions under any applicable law, that You are not located, ordinarily resident or established in any country or territory that is subject to comprehensive sanctions or embargo, and that You shall not use, export or re-export the Services, or make them available to any person, in breach of any applicable export control or economic sanctions law. Devart may suspend or terminate Your access to the Site and the Services immediately, without notice and without liability, where Devart considers in good faith that a breach of this clause has occurred or may occur.
22.7 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, that provision shall apply with the minimum modification necessary to make it valid, legal and enforceable, or, where that is not possible, shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remainder of this Agreement. Where any exclusion or limitation of liability in this Agreement is held to be unenforceable, Devart's liability shall be limited to the maximum extent permitted by Applicable Law. A determination that any provision is invalid or unenforceable in one jurisdiction shall not affect its validity or enforceability in any other jurisdiction.
22.8 Survival. Termination or expiry of this Agreement shall not affect any right, remedy or liability that has accrued to either party. Clauses 1, 2.5, 2.6, 2.7, 9, 10, 11, 12, 13, 14, 16, 17, 19, 20, 21 and 22, and any other provision that by its nature is intended to survive, shall continue in full force and effect after termination or expiry. Where Your Subscription switches to the Free Plan under clause 6.3, this Agreement continues to govern Your use of the Site and the Services.
22.9 Notices. Devart may give any notice under this Agreement by email to the address registered with Your User Account, by notice within the Site or the Services, or by posting it on the Site, and any such notice is deemed given on the date on which it is sent or posted. You are responsible for keeping Your registered email address current and for ensuring that notices from Devart are received. Any notice to Devart must be given in writing to the address published on the Site and is deemed given only upon actual receipt.
22.10 No waiver. No failure or delay by Devart in exercising any right or remedy under this Agreement shall operate as a waiver of it, and no single or partial exercise shall preclude any further exercise. No waiver is effective unless given in writing.
22.11 Third parties. This Agreement does not confer any right on any person other than You and Devart, save that Devart's affiliates, licensors, suppliers, partners, officers, employees and contractors may rely upon and enforce clauses 12, 16, 19 and 20.