Terms of Service

Effective: June 24, 2020

These Terms of Service ("Terms") are a legal agreement between you ("you") and Ryan Byrne, the owner of Eclipse Manager ("Eclipse Manager", "we", "us", or "our") and dictate your use of our website and our service ("Platform"). To be able to use the Platform, you must first read and accept these Terms. If you are accepting the Terms on behalf of another person or entity, you hereby represent and warrant that you are authorized to enter into these Terms on behalf of the person or other entity. If you do not agree to these terms, you do not have our permission to use our Platform.

1. Use of the Platform

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Platform. You may not sell, resell, rent, or lease access to the Platform. You are responsible for preventing unauthorized access to the account provisioned by you that allows you to access the Platform ("Eclipse Manager Account") and notifying us immediately if you become aware of any unauthorized access or use.

2. Fees and Payment

2.1.Fees. A yearly payment is required for you to be considered Premium which will grant 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 and Ownership

3.1. Feedback. You acknowledge that any suggestions, comments, or other feedback that you provide to Eclipse Manager with respect to the Platform (collectively, "Feedback") will be owned by Eclipse Manager, including all intellectual property rights therein, and will be and become Eclipse Manager's Confidential Information (as defined below). 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. At our request and expense, you agree to execute documents or take such further actions as we may reasonably request to help us acquire, perfect, and maintain our rights in the Feedback.

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.

6. 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.

7. 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.

8. Limitation of Liability

8.1. Limitation of Damages. To the fullest extent permitted by law, neither party will be liable for any indirect, special, incidental, punitive, or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.

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.

9. Disputes

9.1. Notice of Disputes. For any claims against you or Eclipse Manager relating to services or products provided or billed to you (each, a "Dispute"), you must first give notice by emailing info@eclipsemanager.com. This notice should include 1) your name 2) your address, 3) a written description of the Dispute, and 4) a written description of the specific relief you seek.

9.2. Negotiation. In the event of a Dispute, the involved parties will use their best efforts to settle the Dispute. They will negotiate in good faith and attempt to reach a satisfactory solution for all involved parties.

9.3. Binding Arbitration. If the parties do not reach an agreeable solution within sixty (60) days of the notice outlined in Section 9.1., either party may initiate binding arbitration proceedings. The acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. It also constitutes the agreement that the arbitration will take place in London, England unless agreed upon by you and Eclipse Manager. The arbitration shall be conducted in English, on a confidential basis pursuant to the UK Arbitration Act 1996. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing party shall be entitled to an award of reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction sitting in London, England.

9.4. Class Action Waiver. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action).

9.5. Enforceability. The provisions outlined in this Section will survive the termination of your Eclipse Manager Account and your discontinued use of the Platform. If any clause within this Section other than 9.4. is found to be unenforceable, that individual clause will be null and void and the remaining clauses will still be in effect. If 9.4. is found to be unenforceable, the entirety of Section 9 will be null and void.

10. Miscellaneous

10.1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") intended for Eclipse Manager must either be submitted through our contact form or by emailing info@eclipsemanager.com. Your email must match the one that was provided to us on the creation of your Eclipse Manager Account.

10.2. Force Majeure. Neither you nor Eclipse Manager will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond reasonable control, such as an act of war, hostility, or sabotage; natural disasters; electrical, internet, or telecommunication outage; government restrictions, strikes, or blockades.

11. Changes

We reserve the right to change or modify these Terms at any time with notice. We may provide that notice in a variety of ways, including but not limited to: sending you an email, posting a notice on the Platform, or posting the revised Terms on the Platform and revising the Effective Date at the top of these Terms. It's important for you to periodically review our Terms to make sure you still agree to them. Your continued use of the Platform constitutes your acceptance of the modified Terms.