This master subscription agreement (“agreement”) governs:
·
YOUR free trial of the Services.
·
YOUR Use of the Services as a subcontractor to a
paid subscriber to the services
·
If YOU purchase our Services, YOUR purchase and
ongoing Use of those services.
By
clicking a box indicating YOUR acceptance of this agreement, signing a proposal
that references this agreement, signing an order form that references this
agreement, or Using the solution described in the agreement; YOU agree to the
terms of this agreement. If YOU are entering this agreement on behalf of a
company or other legal entity, YOU represent that YOU have the authority to bind
such entity and its affiliates to these terms and conditions, in which case the
terms "YOU" or "YOUR" shall refer to such entity and its affiliates. If YOU do
not have such authority, or if YOU do not agree with these terms and conditions,
YOU must not accept this agreement and may not Use the services.
YOU may not access the Services if YOU are Our direct
competitor, except with Our prior written consent. In addition, YOU may not
access the Services for purposes of monitoring their availability, performance
or functionality, or for any other benchmarking or competitive purposes. This
Agreement was last updated on April 4th, 2016
It is effective between YOU and US as of the date of YOU
accepting this Agreement.
1.1.
"Affiliate"
shall mean any entity that directly or indirectly controls, is controlled by, or
is under common control with the subject entity. "Control," for purposes of this
definition, means direct or indirect ownership or control of more than 50% of
the voting interests of the subject entity.
1.2.
“Agreement”
shall mean this Master Subscription Agreement.
1.3.
“Beta
Services” shall mean our services that have been identified as beta.
1.4.
“Confidential
Information” shall mean all information disclosed by a party (“Disclosing
Party”) to the other party (“Receiving Party”), whether 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.
1.5.
“Content”
shall mean information obtained by US from Our content licensors or publicly
available sources and provided to YOU pursuant to an Order Form, as more fully
described in the Documentation.
1.6.
“Documentation”
shall mean Our online documentation, training materials, and videos, as updated
from time to time, accessible via Our website.
1.7.
“EULA”
shall mean the end User licensing agreements for the applications included in
the Services. The EULA for Connected Business is provided as Exhibit B in this
agreement.
1.8.
“Malicious
Code” shall mean code, files, scripts, agents or programs intended to do
harm, including, for example, viruses, worms, time bombs and Trojan horses.
1.9.
"Third-Party
Applications" shall mean products that are provided by third parties,
interoperate with Our Services, and are identified as third-party applications.
1.10.
“AuditProof
Licensed Application” shall mean a read only, single User, locally installed
copy of the Third Party Application that contains YOUR Accounting information as
would be required in a third party financial audit.
1.11.
“Third
party services” shall mean services offered by third parties that may be
accessed by YOU from within the Services.
1.12.
“Terms of
Service Agreement” shall mean a document specifying the technical terms of
services provided under this agreement between YOU and US and is provided as
Exhibit A in this agreement.
1.13.
“Order
Form” means an ordering document specifying the Services to be provided
hereunder that is entered into between YOU and US, including any addenda and
supplements thereto.
1.14.
"Purchased
Services" means Services that YOU purchase under an Order Form, as
distinguished from those provided pursuant to a free trial.
1.15.
“Services”
shall mean the products and services that are ordered by YOU under a free trial
or Order Form and made available by US, as described in the Documentation.
1.16.
Users"
shall mean individuals who are authorized by YOU to Use the Services, for whom
subscriptions to a Service have been purchased, and who have been supplied User
identifications and passwords by YOU (or by US at YOUR request). Users may
include but are not limited to YOUR employees, consultants, contractors and
agents; or third parties with which YOU transact Business.
1.17.
"We,"
"US" or "Our"
shall mean Interprise Software Solutions which is located at 6167 Bristol
Parkway Suite #340 Culver City, CA 90230.
1.18.
"YOU"
or "YOUR" means the company or other
legal entity for which YOU are accepting this Agreement, and Affiliates of that
company or entity.
1.19.
“YOUR
Data” means electronic data and information submitted by or for YOU to the
Purchased Services or collected and processed by or for YOU Using the Purchased
Services
2.1.
We will make one or more Services available to
YOU on a trial basis free of charge until the earlier of (a) the agreed upon
free trial period ends or (b) the start date of any Purchased Services ordered
by YOU.
2.2.
Any data YOU enter into the services, and any
customizations made to the services by or for YOU, during YOUR free trial period
will be permanently lost unless YOU purchase a subscription to the same services
as those covered by the trial, purchase upgraded services, or export such data,
before the end of the free trial period.
2.3.
Notwithstanding Section 11 (Representations,
Warranties, Exclusive Remedies and Disclaimers), during the free trial period,
the services are provided “as-is” without any warranty.
2.4.
Please review the Documentation, Online Training
Courses, and ask questions in our community forum during the trial period so
that YOU become familiar with the features and functions of the Services before
YOU make YOUR purchase.
3.1.
Provision of Purchased Services. We shall make
the Purchased Services available to YOU pursuant to the acceptance of this
Agreement, the relevant Order Forms during a subscription term, the Terms of
Service Agreement, and the acceptance of the EULA. YOU agree that YOUR purchases
hereunder are neither contingent on the delivery of any future functionality or
features nor dependent on any oral or written public comments made by US
regarding future functionality or features, unless a description of such
functionality or features are attached to this agreement or order forms provided
by US and signed by both parties. YOU assume all responsibility for the
selection of the Software as appropriate to achieve the results YOU intend and
for the Use of, and results obtained from the Software.
3.2.
Subscriptions. Unless otherwise provided in the
applicable Order Form, (a) Services and Content are purchased as subscriptions,
(b) subscriptions may be added during a subscription term at the same pricing as
the underlying subscription pricing, prorated for the portion of that
subscription term remaining at the time the subscriptions are added, and (c) any
added subscriptions will terminate on the same date as the underlying
subscriptions.
3.3.
Usage Limits. Services and Content are subject to
Usage limits, including, for example, the quantities specified in Order Forms
and as listed in the Terms of Service Agreement. Unless otherwise specified, (a)
a quantity in an Order Form refers to Users, and the Service or Content may not
be accessed by more than that number of Users, (b) a User’s password may not be
shared with any other individual, and (c) a User identification may be
reassigned to a new individual replacing one who no longer requires ongoing Use
of the Service or Content. If YOU exceed a contractual Usage limit, We may work
with YOU to seek to reduce YOUR Usage so that it conforms to that limit. If,
notwithstanding Our efforts, YOU are unable or unwilling to abide by a
contractual Usage limit, YOU will execute an Order Form for additional
quantities of the applicable Services or Content promptly upon Our request,
and/or pay any invoice for excess Usage in accordance with Section 6.2
(Invoicing and Payment)
3.4.
Professional Services. WE will deliver services
based on the description of services listed in the Quotation, Order Form, and/or
Invoice. In some cased a proposal
with detailed specifications of service will be referenced in the Quotation,
Order Form, and/or Invoice.
4.1.
Our Responsibilities. We will (a) make the
Services and Content available to YOU pursuant to this Agreement, the applicable
Order Forms, and the Terms of Service Agreement, (b) provide to YOU basic
support for the Purchased Services at no additional charge as described in our
Support Service brochure that can be found at www.connectedBusiness.com/support,
and (c) Use commercially reasonable efforts to make the online Purchased
Services available as detailed in the Terms of Service Agreement.
4.2.
Backups. We will back-up YOUR data in accordance
with our Terms of Service Agreement. Our backups are intended only to recover
from system failure. Our backups are not intended for restoration of files to
individual web sites. We do not represent or guarantee that the databases or
files contained in the backup are the most recent copies for a given database or
web site.An hourly fee will be
charged to restore any backups.
4.3.
Performance of services. The manner in which the
Services are to be performed and the specific hours to be worked by US or a
Third Party Partner shall be determined by US or the Third Party Partner.
5.1.
YOUR Responsibilities. YOU shall (a) be
responsible for YOUR Users compliance with this Agreement, (b) be solely
responsible for the accuracy, quality, integrity and legality of YOUR Data and
of the means by which YOU acquired YOUR Data, (c) Use commercially reasonable
efforts to prevent unauthorized access to or Use of the Services, and notify US
promptly of any such unauthorized access or Use, and (d) Use the Services only
in accordance with the User Guide and applicable laws and government
regulations. YOU shall not (a) make the Services available to anyone other than
YOUR Users, (b) sell, resell, rent or lease the Services, (c) Use the Services
to store or transmit infringing, or to store or transmit material in violation
of third-party privacy rights, or otherwise unlawful material, (d) Use the
Services to store or transmit MalicioUS Code, (e) Use the Services to send spam
email, (f) interfere with or disrupt the integrity or performance of the
Services or third-party data contained therein, or (g) attempt to gain
unauthorized access to the Services or their related systems or networks.
5.2.
Web site Content and Management. Web site
construction and management is YOUR responsibility. We are not responsible for
web site management or files lost or damaged by YOU. We recommends that YOU
maintain backups of content outside of the Service .
5.3.
Usage Limitations. Services may be subject to
other limitations, such as, for example, limits on the number of calls YOU are
permitted to make against Our application programming interface, and, for
Services that enable YOU to connect to third party websites, third party
marketplaces, and other data feeds. Any such limitations are specified in the
Terms of Service Guide.
6.1.
Fees. YOU will pay all fees specified in Order
Forms. Except as otherwise specified herein or in an Order Form, (a) fees are
based on Services and Content purchased and not actual Usage, (b) payment
obligations are non-cancelable and fees paid are non-refundable, and (c)
quantities purchased cannot be decreased during the relevant subscription term.
6.2.
Invoicing and Payment. YOU will provide US with
valid and updated credit card information, or alternative document reasonably
acceptable to US. If YOU provide credit card information to US, YOU authorize US
to charge such credit card for all Purchased Services listed in the Order Form
for the initial subscription term and any renewal subscription term(s) as set
forth in Section 8.2 (Term of Purchased User Subscriptions). Such charges shall
be made in advance, either annually or in accordance with any different billing
frequency stated in the applicable Order Form. If the Order Form specifies that
payment will be by a method other than a credit card, We will invoice YOU in
advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, invoiced charges are due on the invoice
date. YOU are responsible for providing complete and accurate billing and
contact information to US and notifying US of any changes to such information.
6.3.
Overdue Charges. If any invoiced amount is not
received by US by the due date, then without limiting Our rights or remedies,
(a) those charges may accrue late interest at the rate of 1.5% of the
outstanding balance per month, or the maximum rate permitted by law, whichever
is lower, and/or (b) We may condition future subscription renewals and Order
Forms on payment terms shorter than those specified in Section 6.2 (Invoicing
and Payment).
6.4.
Suspension of Service and Acceleration. If any
amount owing by YOU under this or any other agreement for Our services is 10 or
more days overdue (or 7 or more days overdue in the case of amounts YOU have
authorized US to charge to YOUR credit card), We may, suspend Our services to
YOU until such amounts are paid in full. We will give YOU at least 5 days’ prior
notice that YOUR account is overdue, before suspending services to YOU.
6.5.
Retainer for Professional Services. YOU will pay
a retainer to US for the Services based on the estimated required hours with the
hourly rate to complete the project or for the first two week of professional
services as stated in the Quotation, Order Form, and/or Invoice.
This retainer fee shall be payable upon quote approval. This retainer is
non-refundable. WE shall bill first to the retainer for the completed hours each
week. If the remaining retainer value drops below the amount necessary to cover
the estimated work performed until the next billing cycle, YOU will be required
to add funds to the retainer based on good faith estimates. At no time will WE
be required to provide Services to YOU under this agreement when the retainer
value drops below the amount necessary to cover the estimated Services invoice
for the next billing cycle.
6.6.
Professional Services Expenses. WE shall be
entitled to reimbursement from YOU for any "out-of-pocket" expenses that have
been mutually agreed upon in relation to any professional services that WE may
provide. This includes, but is not limited to, travel expenses and travel
related meals.
6.7.
Payment Disputes. We will not exercise Our rights
under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and
Acceleration) above if YOU are disputing the applicable charges reasonably and
in good faith and are cooperating diligently to resolve the dispute.
6.8.
Taxes. Our fees do not include any taxes, levies,
duties or similar governmental assessments of any nature, including, for
example, value-added, sales, Use or withholding taxes, assessable by any
jurisdiction whatsoever (collectively, “Taxes”). YOU are responsible for paying
all Taxes associated with YOUR purchases hereunder. If We have the legal
obligation to pay or collect Taxes for which YOU are responsible under this
7.1.
Reservation of Rights. Subject to the limited
rights expressly granted hereunder, We and Our licensors reserve all of
Our/their right, title and interest in and to the Services and Content,
including all of Our/their related intellectual property rights. No rights are
granted to YOU hereunder other than as expressly set forth herein.
7.2.
License by US to Use Content. We grant to YOU a
worldwide, limited-term license, under Our applicable intellectual property
rights, licenses, and EULA, to Use Content acquired by YOU pursuant to Order
Forms, subject to those Order Forms, this Agreement and the Documentation.
7.3.
License by YOU to Host YOUR Data and
Applications. YOU grant US and Our Affiliates a worldwide, limited-term license
to host, copy, transmit and display YOUR Data, and any third party Applications
and program code created by or for YOU Using a Service, as necessary for US to
provide the Services in accordance with this Agreement. Subject to the limited
licenses granted herein, WE acquire no right, title or interest from YOU or YOUR
licensors under this Agreement in or to YOUR Data of any third party
Applications or program code.
7.4.
License by YOU to Use Feedback. YOU grant to US
and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to
Use and incorporate into the Services any suggestion, enhancement request,
recommendation, correction or other feedback provided by YOU or Users relating
to the operation of the Services.
8.1.
Term of Agreement. This Agreement commences on
the date YOU accept it and continues until all User subscriptions granted in
accordance with this Agreement have expired or been terminated. If YOU elect to
Use the Services for a free trial period and do not purchase a subscription
before the end of that period, this Agreement will terminate at the end of the
free trial period.
8.2.
Term of Purchased User Subscriptions. User
subscriptions purchased by YOU commence on the start date specified in the
applicable Order Form and continue for the subscription term specified therein.
8.3.
Renewal. Except as otherwise specified in the
applicable Order Form, all User subscriptions shall automatically renew for
additional periods equal to the expiring subscription term or one year
(whichever is shorter), unless either party gives the other notice of
non-renewal at least 30 days before the end of the relevant subscription term.
The per-unit pricing during any such renewal term shall be the same as that
during the prior term unless We have given YOU written notice of a pricing
increase at least 30 days before the end of such prior term, in which case the
pricing increase shall be effective upon renewal and thereafter. Any such
pricing increase shall not exceed 5% over the pricing for the relevant subscription in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.
8.4.
Termination for Cause. A party may terminate this
Agreement for cause: (a) upon 30 days written notice to the other party of a
material breach if such breach remains uncured at the expiration of such period,
or (b) if the other party becomes the subject of a petition in bankruptcy or any
other proceeding relating to insolvency, receivership, liquidation or assignment
for the benefit of creditors.
8.5.
Early Termination Fee. Upon early termination of
this Agreement by YOU, We will bill YOU for any discounts given to YOU as part
of this agreement. This includes,
but are not limited to, (a) Setup Fees, (b) monthly Service Fees discounts, (c)
professional services discounts and, (d) training related discounts. This Fee is
intended to provide reasonable reimbursement for the incentives given to YOU,
and YOU choose not remain a customer for the full term of the Agreement. The
Early Termination Fee is part of this Offer and is not a penalty.
8.6.
Return of YOUR Data. Upon request by YOU made
within 7 days after the effective date of termination of a Purchased Services
subscription, We will make available to YOU at no cost, by download, 1) a
AuditProof Licensed Application (with a 4 calendar year license) and, 2) a copy
of YOUR Database in its native format. After such 30-day period, WE shall have
no obligation to maintain or provide any of YOUR Data and shall thereafter,
unless legally prohibited, delete all of YOUR Data in Our systems or otherwise
in Our possession or under Our control. In the event of an early Termination,
YOU will not be given a AuditProof Licensed Application, however YOU can request
a copy of YOUR Database in its native format for a $250.
8.7.
Surviving Provisions. Section 6 (Fees and Payment
for Purchased Services), 7 (Proprietary Rights and Licenses), 10
(Confidentiality), 11.3 (Disclaimer), 12 (Indemnification), 13 (Limitation of
Liability), 8.5 (Early Termination Fee), 8.6 (Return of YOUR Data), 15
(Governing Law), and 16 (General Provisions) shall survive any termination or
expiration of this Agreement.
9.1.
Reservation of Rights. Subject to the limited
rights expressly granted hereunder, We reserve all rights, title and interest in
and to the Services, including all related intellectual property rights. No
rights are granted to YOU hereunder other than as expressly set forth herein.
9.2.
Restrictions. YOU shall not (a) permit any third
party to access the Services except as permitted herein or in an Order Form, (b)
create derivate works based on the Services, (c) copy, frame or mirror any part
or content of the Services, other than copying or framing on YOUR own intranets
or otherwise for YOUR own internal Business purposes, (d) reverse engineer the
Services, or (e) access the Services in order to (a) build a competitive product
or service, or (b) copy any features, functions or graphics of the Services.
9.3.
Ownership of YOUR Data. As between US and YOU,
YOU Exclusively own all rights, title and interest in and to all of YOUR Data.
10.1.
Confidential Information. YOUR Confidential
Information includes YOUR Data; Our Confidential Information includes the
Services and Content; and Confidential Information of each party includes the
terms and conditions of this Agreement and all Order Forms (including pricing),
as well as Business and marketing plans, technology and technical information,
product plans and designs, Documentation, and Business processes disclosed by
such party. However, Confidential Information does not include any information
that (a) is or becomes generally known to the public without breach of any
obligation owed to the Disclosing Party, (b) was known to the Receiving Party
prior to its disclosure by the Disclosing Party without breach of any obligation
owed to the Disclosing Party, (c) is received from a third party without breach
of any obligation owed to the Disclosing Party, or (d) was independently
developed by the Receiving Party.
10.2.
Protection of Confidential Information. The
Receiving Party will Use the same degree of care that it Uses to protect the
confidentiality of its own confidential information of like kind (but not less
than reasonable care) (a) not to Use any Confidential Information of the
Disclosing Party for any purpose outside the scope of this Agreement, and (b)
except as otherwise authorized by the Disclosing Party in writing, to limit
access to Confidential Information of the Disclosing Party to those of its and
its Affiliates’ employees and contractors who need that access for purposes
consistent with this Agreement and who have signed confidentiality agreements
with the Receiving Party containing protections no less stringent than those
herein. Neither party will disclose the terms of this Agreement or any Order
Form to any third party other than its Affiliates, legal counsel, accountants
and partners without the other party’s prior written consent, provided that a
party that makes any such disclosure to its Affiliate, legal counsel or
accountants will remain responsible for such Affiliate’s, legal counsel’s or
accountant’s compliance with this Section 10.2.
10.3.
Compelled Disclosure. The Receiving Party may
disclose Confidential Information of the Disclosing Party to the extent
compelled by law to do so, provided 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’s 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.
11.1.
Representations. Each party represents that it
has validly entered into this Agreement and has the legal power to do so.
11.2.
Our Warranties. We warrant that (a) this
Agreement, the Order Forms and the Documentation accurately describe the
applicable administrative, physical, and technical safeguards for protection of
the security, confidentiality and integrity of YOUR Data, (b) We will not
materially decrease the overall security of the Purchased Services during a
subscription term, (c) the Purchased Services will perform materially in
accordance with the applicable Documentation, (d) We will not materially
decrease the functionality of the Purchased Services during a subscription term,
and (e) the Purchased Services and Content will not introduce Malicious Code
into YOUR systems. For any breach of an above warranty, YOUR Exclusive remedies
are those described in Sections 8 (Term and Termination).
11.3.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. NOTHING IN THIS AGREEMENT SHALL SUPERSEDE THE WARRANTIES,
DISCLAIMERS, LIMITATIONS OF LIABILITIES, OR BASIS OF BARGAINS OF THE SERVICES
EULA. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY
WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS
FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS
12.1.
Indemnification. YOU shall defend US against any
Claim made or brought against US by a third party alleging that YOUR Data, or
YOUR Use of the Services in violation of this Agreement, infringes or
misappropriates the intellectual property rights of a third party or violates
applicable law, and shall indemnify US for any damages finally awarded against,
and for reasonable attorney’s fees incurred by, US in connection with any such
Claim; provided, that We (a) promptly give YOU written notice of the Claim; (b)
give YOU sole control of the defense and Settlement of the Claim (provided that
YOU may not settle any Claim unless the settlement unconditionally release US of
all liability); and (c) provide to YOU all reasonable assistance, at Our
expense.
12.2.
Exclusive Remedy. This Section 12
(Indemnification) states the indemnifying party’s sole liability to, and the
indemnified party’s Exclusive remedy against, the other party for any type of
Claim described in this Section.
13.1.
Limitation of Liability. NEITHER PARTY'S
LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS
PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT
PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION
IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE
ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6
(FEES AND PAYMENT FOR PURCHASED SERVICES).
13.2.
Exclusion of Consequential and Related Damages.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST
PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY
LAW.
The Warranty Disclaimer and Limitation of Liability set
forth above are fundamental elements of the basis of the agreement between YOU
and US. We would not be able to provide the Services on an economic basis
without such limitations.
YOU agree that without expressed written consent, at all
times during this agreement and for a period of twelve (12) months after
termination, YOU will not, directly or indirectly, whether individually or as an
officer, director, employee, consultant, partner, stockholder, individual
proprietor, joint venturer, investor, lender, consultant or any other capacity
whatsoever: solicit, divert
hire, retain (including as a consultant) or encourage to leave the
employment any employee or contractor of OURS, or hire or retain (including as a
consultant) any former employee of OURS within twelve (12) months prior to such
hiring or retention.
16.1.
This Agreement shall be governed by and construed
in accordance with the laws of the United States and the State of California,
without reference to conflict of laws principles. If any provision of this
Agreement is held invalid, the remainder of this Agreement shall continue in
full force and effect.
17.1.
EXPORT RESTRICTIONS. The Services, Content, other
technology We make available, and derivatives thereof may be subject to export
laws and regulations of the United States and other jurisdictions. Each party
represents that it is not named on any U.S. government denied-party list. YOU
shall not permit Users to access or Use any Service or Content in a
U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in
violation of any U.S. export law or regulation.
17.2.
WAIVER. No failure or delay by either party in
exercising any right under this Agreement will constitute a waiver of that
right.
17.3.
ASSIGNMENT. Neither party may assign any of its
rights or obligations hereunder, whether by operation of law or otherwise,
without the prior written consent of the other party (not to be unreasonably
withheld). Notwithstanding the foregoing, either party may assign this Agreement
in its entirety (including all Order Forms), without consent of the other party,
to its Affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets not involving
a direct competitor of the other party. A party’s sole remedy for any purported
assignment by the other party in breach of this paragraph shall be, at the
non-assigning party’s election, termination of this Agreement upon written
notice to the assigning party. In the event of such a termination, WE shall
refund to YOU any prepaid fees covering the remainder of the term of all
subscriptions after the effective date of termination. Subject to the foregoing,
this Agreement shall bind and insure to the benefit of the parties, their
respective successors and permitted assigns.
17.4.
LEGAL FEES. If any party employs attorneys to
enforce any rights arising out of or relating to this Agreement, the prevailing
party shall be entitled to recover its reasonable attorneys' fees, costs, and
other expenses.
1.1.
YOU acknowledge and agrees to the following terms
of service. YOU furthermore acknowledge that any new features or products
released by US will be subject to this agreement.
1.2.
YOU Must Have Internet Access – YOU understands
that in order to Use Our Services, a high-speed Internet connection will be
required. YOU also understand that
performance may be impacted based upon the speed and reliability of YOUR
connection. YOU agrees to obtain
all equipment or services necessary to Use this connection and understands that
this is not included in Our Service. It is YOUR responsibility to validate that
the Service will operate satisfactorily in YOUR environment before entering into
this contract.
2.1.
We will Use commercially reasonable efforts to
make the Purchased Services available 24 hours a day, 7 days a week, except for:
(a) planned downtime (of which We shall give at least 8 hours’ notice via the
Purchased Services and which We shall schedule to the extent practicable during
the hours from 12:00 a.m. to 4:00 a.m. Pacific Time, or (b) any unavailability
caused by circumstances beyond Our reasonable control, including, for example,
an act of God, act of government, flood, fire, power outage, earthquake, civil
unrest, act of terror, strike or other labor problem (other than one involving
Our employees), Internet service provider failure or delay, Third-Party
applications or services, or denial of service attack.
3.1.
SQL Data Storage.
|
Product |
Microsoft SQL Server Storage Included |
|
Connected Business Cloud Starter |
up to 5 GB |
|
Connected Business Cloud Pro |
up to 10 GB |
|
Connected Business Cloud Enterprise |
up to 15 GB |
Companies with data storage needs in excess of 40 gigs will need to move
over to a dedicated server plan which may incur additional costs. Companies on
grandfathered plans may have different data storage limits.
3.2.
Web Site Data Storage.
|
Product |
Website Data Storage Included |
|
Connected Business Cloud Starter |
up to
2 GB |
|
Connected Business Cloud Pro |
up to
4 GB |
|
Connected Business Cloud Starter |
up to
6 GB per database |
3.3 Bandwidth Transfer Volume. If it is determined by US, at our sole discretion, that YOUR Bandwidth Transfer Volume Usage is excessive, we may ask YOU to transfer to one of our Dedicated Hosting plans. YOU may incur additional charges if this change is required.
3.4.
CPU / Database IOPS Usage. If it is determined by
US, at our sole discretion, that YOUR CPU or Database IOPS Usage is excessive,
we may ask YOU to transfer to one of our Dedicated Hosting plans. YOU may incur
additional charges if this change is required.
4.1.
Backups.
Our backups are intended only to recover from system failure and are not
intended for restoration of files to individual web sites. We do not represent
or guarantee that the databases or files contained in the backup are the most
recent copies for a given database or web site.
4.2.
Database Backups.
Full Microsoft SQL
Databases are backed up nightly.
All backups are sent offsite daily and retained for 3 days. We reserve the
right to alter database backup schedules based on server usage patterns and
network capacity without prior notice.
4.3.
Database Restores.
We will initiate restoration of data upon receiving written request
from YOU indicating the file and/or databases to be restored.
There will be a charge of $150/hr. with a one-hour minimum for database
restores.
4.4.
Website Backups.
Website backups are only performed if YOU selects backup services as
part of YOUR hosting package.
Standard backups are performed for those directories specifically listed in
hosting agreement.
4.5.
Website Restores.
We will initiate restoration of data upon receiving written request
from YOU indicating the file(s) to be restored.
There will be a charge of $150/hr. with a one-hour minimum for file
restoration. We will do everything possible to restore to the nearest 1 hour as
requested by YOU.
4.6.
Backup Schedules.
We reserve the right to alter the backup schedules in circumstances
including, but not limited to, large data volumes, high system load and high
network utilization.
5.2.
Custom Upgrades. If YOU are hosted on one of our
shared servers and YOU have customized the web site source code, YOU will be
required to coordinate updates with one of our server specialist. Short term
testing environments (30 calendar days) can be setup for YOU to migrate YOUR
website to newer versions. It is the responsibility of YOU to coordinate the
migration schedules with our hosting team.
5.3.
Site Monitoring. We will work with YOU to
determine and implement the type and level of monitoring and alerting required
for their environment.
5.4.
Web site activity logging. We will process the
server log file and present the information to YOU, for a fee, upon request. The
report will be delivered to YOU electronically. We makes no guarantees as to the
availability of web site activity logs for any specific period of time and We
are not liable for any incidental or consequential damages caused by its
inability to produce a web site activity log for the YOU.
5.5.
Domain Registration and SSL certificates. YOU are
responsible for all required fees and/or maintenance fees associated with domain
names or secure certificates, both now and in the future. There is no charge
from US to add SSL certificates to a website.
6.1.
Availability. We offer Dedicated Servers to
higher volume customer for an extra cost.
6.2.
Updates. YOU are responsible for all updates to
the software on Dedicated servers. Any assistance from US will incur a per hour
labor charge. This provision does not apply to one-time activation fees and
standard assistance and/or maintenance.
6.3.
Backups. YOU are responsible for all backups on Dedicated servers. Any assistance from US will incur a per hour
labor charge. This provision does not apply to one-time activation fees and
standard assistance and/or maintenance.
7.1.
Content Restrictions.
We reserve the right without notice to remove and refese any data
determined to be “Offensive” or “pornographic” by our discretion. Appeals may be
directed to our management. All decisions are final.
7.2.
Content
Security. We are not responsible for any data gained by a third party via
unlawful entry onto our servers. We make no representation, nor do we guarantee,
that our servers are 100% secure and We shall not be liable for any incidental
or consequential damages caused by third party hacking of its servers or the
data thereon. YOU may not Use our network to attempt or otherwise, circumvent
User authentication or security of any host, network, or account. This includes,
but is not limited to, accessing data not intended for the YOU, logging into a
server or account the YOU is not expressly authorized to access, password
cracking, probing the security of other networks in search of weakness, or
violation of any other organization's security policy.
7.3.
Right to Modify.
We reserve the right to modify these terms of service at any time and
from time to time.
7.4.
3rd Party Plugins.
Unless agreed in writing by US, no 3rd party plug-ins, Windows
services or applications, monitors, or web applications of any kind will be
allowed to run in Our Cloud environment.
8.1.
Basic Hosting is offered at no charge as a
courtesy to our customer. As such, we make no warranties or representations of
any kind, whether expressed or implied, for the hosting services we are
providing. We disclaim any warranty of merchantability or fitness for any
particular purpose and will not be responsible for any damages that may be
suffered by Customer, including loss of data resulting from hardware failure,
backup failure, delays, non-deliveries or service interruptions by any cause.
Use of any information obtained by way of US is at Customer's own risk, and we
specifically denies any responsibility for the accuracy or quality of
information obtained through our Services. Connection speed represents the speed
of an end-to-end connection. We do not represent guarantees of speed or
availability of end-to-end connections. Charges for product subscriptions are
separate than the basic hosting and in no circumstance will the loss of service,
non-accessibility time or other down time result in a pro-rata credit for the
subscription fees.
We specifically deny any responsibilities for any damages, direct or indirect,
arising as a consequence of such unavailability.
This End User License Agreement ("EULA") is a legal agreement between YOU ("YOU"
and "YOUR" includes a person and/or an individual entity) and
Interprise Software Solutions,
Inc. ("ISSI") concerning the software products(s) (hereinafter referred to as
"Software"). The Software includes all component parts, the associated media,
any printed materials, any updates, and any "online" or electronic
documentation, as applicable. By accessing, installing, copying, downloading,
accessing or otherwise Using the Software, YOU agree to be bound by the terms of
this EULA. If YOU do not agree to the terms of this EULA, ISSI is unwilling to
license the Software to YOU. In such event, YOU may not access, Use or copy the
Software, and YOU should promptly contact ISSI or YOUR Supplier for instructions
on returning the Software. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY
OR ENFORCEABILITY OF THIS EULA.
This agreement grants YOU the following rights.
Subject to the payment of all applicable license fees, and the terms and
conditions of this EULA, ISSI hereby grants to YOU a limited, non-sublicensable,
non-Exclusive, non-transferable right to install and run one copy of the
specified version of the Software and the accompanying documentation, solely for
YOUR individual Use. This EULA authorizes YOU to make one copy of the Software
solely for backup or archival purposes, provided that the copy YOU make contains
all of the proprietary notices set forth in or on the original version of the
Software. Upon receipt of the appropriate Software registration information,
ISSI will provide YOU an alphanumeric key (the "Activation Code") to enable YOU
to Use the Software pursuant to the terms of this EULA. Documentation shall
include, but not be limited to, any printed materials, "online" or electronic
data provided by or obtained from ISSI with regard to this Software
("Documentation"). The Software and Documentation are licensed, not sold. Even
though copies of the Software may be provided on media of different formats,
copies of the Software on different media formats do not constitute multiple
licenses to the Software.
(i) SINGLE USER LICENSE
If this Software is licensed as a single User product, YOU may Use only one copy
of the Software, by not more than one User at a time, on a total of one computer
or workstation for which the Software was designed ("Client Device"). The
component parts of the Software may not be Used individually or jointly in full
or in part on more than one Client Device. The Software is "in Use" on a
computer when it is loaded into the temporary memory (i.e., random access memory
or RAM) of that Client Device.
(ii) MULTI USER LICENSE
If the Software is licensed with multi-User or networked license terms, YOU may
Use the Software on one database server computer only within a multi-User or
networked environment. Use of software, hardware or services that bypass any
Software license restrictions and/or reduce the number of concurrent Users
accessing or utilizing the Software expressly does not reduce the number of
licenses required. YOU may install the client license element of the software on
to as many Client Devices that YOU Exclusively Use or own. The Server license
element of the software can only be installed to one database server. The number
of Users YOU have may have purchased are concurrent Users. So it is possible to
purchase a 5 User license which allows YOU to install the client license onto
for example 10 client devices but the server license will only let 5 Users
concurrently have access to the data and software.
1.5 PRODUCT PATCH, PLUG-IN,
UPDATES OR SCRIPTS
All patch, plug-in, update or
script(s) are subject to the terms and conditions of this EULA and are subject
to the ISSI Warranty Disclaimer (as set out in section 9) and Limitation of
Liability (as set out in section 10), as applicable.
If this product is a patch, plug-in, update or script(s), YOU are granted
a non-Exclusive license to Use such patch, plug-in, update or script(s) provided
that YOU still possess a valid license from ISSI for the Original Application.
Additional license terms may accompany patch, plug-in, update or
script(s) and by installing, copying, or otherwise Using any patch, plug-in,
update or script(s), YOU agree to be bound by those terms. If YOU do not agree
to the additional license terms accompanying such patch, plug-in, update or
script(s), do not install, copy, or otherwise Use such patch, plug-in, update or
script(s).
The Software is owned by ISSI and is protected by copyright laws and
international treaty provisions, as well as other intellectual property laws and
treaties. The Software is licensed, not sold. YOU must therefore treat the
Software like any other copyrighted material. ISSI retain all title to and,
except as expressly and unambiguously licensed herein, all rights and interest
in (a) the Software, including, but not limited to, all copies, versions,
customizations, compilations and derivative works thereof (by whomever produced)
and all related Documentation; (b) the ISSI trademarks, service marks, trade
names, icons and logos; (c) any and all copyright rights, patent rights, trade
secret rights and other intellectual property and proprietary rights throughout
the world in the foregoing; and (d) all Confidential Information (as defined in
Section 20 below). YOU acknowledge that YOUR possession, installation, or Use of
the Software does not transfer to YOU any ownership, title, or interest of any
kind to the intellectual property in the Software, and that YOU will not acquire
any rights to the Software except as expressly set forth in this EULA. YOU agree
that all backup, archival, or any other type of copies of the Software and
Documentation will contain the same proprietary notices that appear on and in
the Software and Documentation.
Should YOU decide to submit any materials to ISSI via electronic mail, or
otherwise, whether as feedback, data, questions, comments, ideas, concepts,
techniques, suggestions or the like, YOU agree that such submissions are
unrestricted and shall be deemed non-confidential upon submission. YOU grant to
ISSI and its assigns a non-Exclusive, royalty-free, worldwide, perpetual,
irrevocable license, with the right to sublicense, to Use, copy, transmit,
distribute, create derivative works of, commercialize, display and perform such
submissions.
Regardless of the location of the Software, YOU are responsible for strict
compliance with any and all of the terms and conditions of this EULA. This EULA
will terminate automatically if YOU fail to comply with any of the limitations
or other requirements described herein, and such termination shall be in
addition to and not in lieu of any criminal, civil or other remedies available
to ISSI. When this EULA terminates, YOU must immediately cease Using the
Software and destroy all copies of the Software and the Documentation. YOU may
terminate this EULA at any point by destroying all copies of the Software and
the Documentation. This EULA is effective unless and until YOU or ISSI
terminates the EULA earlier, in accordance with the terms set forth herein.
YOU may only install and Use the Software on hardware which is (a) under YOUR
Exclusive control and (b) in the case of hardware performing any server
functions, located at premises where YOU normally conduct day-to-day Business
operations. Notwithstanding the foregoing, if YOU decide to host the software at
a hosting provider the server must be a dedicated server for YOUR Exclusive Use
(i) TRANSFER
YOU may not transfer any or all of the rights granted to YOU under this EULA.
YOU may not transfer the Software unless permitted to in writing by ISSI. This
is to allow for YOUR company being bought by another company or a change of name
of YOUR existing company. YOU may not sell or transfer YOUR license it is
specific to YOUR company.
(ii) REVERSE ENGINEERING
YOU may not rename files of, modify, translate, localize, decompile,
disassemble, decrypt, reverse engineer, attempt to derive source code from,
remove any proprietary notices from, or create derivative works based upon the
Software, in whole or in part. YOU may not duplicate or copy any portion of the
Software or Documentation, unless otherwise set forth herein. YOU may not remove
any proprietary notices or labels on the Software, including, but not limited
to, the ISSI product names wherever they may appear. All rights not expressly
set forth hereunder are reserved by ISSI. ISSI reserves the right to
periodically conduct audits upon advance written notice to verify compliance
with the terms of this EULA.
(iii) SEPARATION OF COMPONENTS
The Software is licensed as a single product. Its component parts may not be
separated for Use on more than one computer, or accessed in any way other than
through the provided User interface.
(iv) TERMINATION
Without prejudice to any other rights, ISSI may terminate this agreement if YOU
fail to comply with the terms and conditions of this agreement. In such event
YOU must destroy all copies of the Software and all of its component parts.
(v) TRADEMARKS
This EULA does not grant YOU any rights in connection with any trademarks or
service marks of ISSI, or its suppliers.
(vi) RENTAL
YOU may not rent, lease, sublicense, loan, sell, distribute, market or
commercialize any portion of the Software or its components.
(vii) FACILITY MANAGEMENT
YOU may not permit any parent, affiliate, subsidiary or any other third parties
to benefit from the Use or functionality of the Software, either directly or via
a facility management, timesharing, service bureau or any other arrangement. YOU
may not Use the Software as part of a facility management, timesharing, or
service bureau arrangement.
From time to time, at its sole discretion, ISSI may provide enhancements,
updates, or new versions of the Software under a software maintenance contract.
This Agreement shall apply to such enhancements. Such enhancements or new
versions replace the existing Software.
Product support for the Software is provided only if YOU have a support contract
with YOUR supplier.
Distribution by the User of any designs, components or other component parts
(EXEs, DLLs, OCXs), executables, source code, or on-line help files distributed
by ISSI as part of this product is prohibited. YOU shall not develop
applications that provide an application programmable interface to the Software
or the Software as modified. Redistribution by YOU or YOUR Users of ISSI
components, or YOUR modified or wrapped version of ISSI components without the
appropriate redistribution license from ISSI is prohibited.
The Software is being delivered to YOU "AS IS" and ISSI makes no warranty as to
its Use or performance. YOU assume all responsibility for the selection of the
Software as appropriate to achieve the results YOU intend and for the
installation of, Use of, and results obtained from the Software. ISSI AND ITS
RESELLERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY
USING THE SOFTWARE. ISSI AND ITS RESELLERS MAKES NO WARRANTY THAT THE SOFTWARE
WILL BE ERROR-FREE, VIRUS FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR
THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. EXCEPT FOR ANY WARRANTY,
CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY
NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ISSI
AND ITS RESELLERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS
(EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE)
AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY
RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY
PARTICULAR PURPOSE. YOU expressly acknowledge that any modification of the
Software or the addition of any third party plug-ins to the software, whether or
not permitted, is beyond the control of ISSI, and as such, such modification
shall void all warranties under this Agreement. The foregoing provisions shall
be enforceable to the maximum extent permitted by applicable law.
IN NO EVENT, CIRCUMSTANCES OR UNDER NO LEGAL THEORY SHALL ISSI OR ITS RESELLERS
BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF
GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY LOSS) ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT,
EVEN IF ISSI OR ITS RESELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED
BY APPLICABLE LAW IN YOUR JURISDICTION. IN NO EVENT WILL ISSI BE LIABLE FOR ANY
DAMAGES IN EXCESS OF THE PRICE PAID TO ISSI FOR THE LICENSE OF THE SOFTWARE.
The Warranty Disclaimer and Limitation of Liability set forth above are
fundamental elements of the basis of the agreement between YOU and ISSI. ISSI
would not be able to provide the Software on an economic basis without such
limitations.
YOU acknowledge that any data entry, conversion or storage is subject to the
likelihood of human and machine errors, malicious manipulation, omissions,
delays, and losses, including, but not limited to, inadvertent loss of data or
damage to media that may result in loss or damage to YOU and/or YOUR property,
and/or YOUR detrimental reliance on maliciously manipulated data. ISSI shall not
be liable for any such errors, omissions, delays, or losses. YOU are responsible
for adopting reasonable measures to limit the impact of such problems, including
backing up data, adopting procedures to ensure the accuracy of input data,
examining and confirming results prior to Use, adopting procedures to identify
and correct errors and omissions, replacing lost or damaged media, and
reconstructing data. YOU are also responsible for complying with all laws
pertaining to the Use, storage and disclosure of any data.
YOU agree to defend, indemnify and hold harmless ISSI and its directors,
officers, employees, affiliates, distributors, sublicensees, Solution Providers,
Resellers and Agents from and against all claims, defense costs (including
reasonable expert and attorney's fees), judgments and other expenses arising out
of or on account of any negligent act, omission, or willful misconduct by YOU or
on YOUR behalf in (i) the installation or Use of the Software or (ii) YOUR
compliance or failure to comply with this EULA.
Any authorized ISSI Solution Provider, Reseller, Installer, or Consultant is not
affiliated with ISSI in any capacity other than as a Solution Provider,
Reseller, Installer or Consultant of ISSI's products and has no authority to
Bind ISSI or modify any license or warranty. ISSI makes no representations,
warranty, endorsement or guarantee with respect to the skills or qualifications
of any authorized ISSI Solution Provider, Reseller, Installer or Consultant and
YOU are encouraged to independently investigate the skills and qualifications of
any authorized ISSI Solution Provider, Reseller, Installer or Consultant with
whom YOU associate.
The Software is not fault-tolerant and is not designed or intended for Use in
hazardoUS environments requiring fail-safe performance, including without
limitation, in the operation of nuclear facilities, aircraft navigation or
communication systems, air traffic control, weapons systems, direct life-support
machines, or any other application in which the failure of the Software could
lead directly to death, personal injury, or severe physical or property damage
(collectively, "High Risk Activities"). ISSI expressly disclaims any express or
implied warranty of fitness for High Risk Activities.
YOU shall have no right to sublicense any of the rights of this agreement, for
any reason. In the event of the breach by YOU of this Agreement, YOU shall be
liable for all damages to ISSI, and this Agreement shall be terminated. If any
provision of this Agreement shall be deemed to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
portions of this Agreement shall not be affected or impaired thereby. In the
event of a legal proceeding arising out of this Agreement, the prevailing party
shall be awarded all legal costs incurred. This Agreement constitutes the entire
agreement between the parties for the supply of the Software and its associated
documentation and supersedes all prior arrangements, agreements,
representations, and undertakings. This Agreement may not be changed or modified
except by a written instrument duly executed by each of the parties hereto.
YOU may only Use the software license in the country YOU purchased it. YOU agree
that YOU will not export or re-export the SOFTWARE PRODUCT to any country,
person, entity or end User subject to U.S.A. export restrictions.
Restricted countries currently include, but are not necessarily limited
to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria.
YOU warrant and represent that neither the U.S.A. Bureau of Export
Administration nor any other federal agency has suspended, revoked or denied
YOUR export privileges.
This Agreement shall be governed by and construed in accordance with the laws of
the United States and the State of California, without reference to conflict of
laws principles. If any provision of this Agreement is held invalid, the
remainder of this Agreement shall continue in full force and effect. YOU shall
be responsible for the payment of all taxes, duties, or levies that may now or
hereafter be imposed by any authority upon this Agreement for the supply, Use,
or maintenance of the Software, and if any of the foregoing taxes, duties, or
levies are paid at any time by ISSI, YOU shall reimburse ISSI in full upon
demand.
If any party employs attorneys to enforce any rights arising out of or relating
to this EULA, the prevailing party shall be entitled to recover its reasonable
attorneys' fees, costs, and other expenses.
YOU agree that the Software, including, but not limited to, all source and
object code components, screen shots and displays, graphical User interfaces,
algorithms, formulae, data structures, scripts, application programming
interfaces and protocols, and the Documentation (collectively the "Confidential
Information") are trade secrets of ISSI and are owned by ISSI or, where
applicable, its third-party licensors. YOU agree to retain all Confidential
Information in strict confidence at least with the same amount of diligence that
YOU exercise in preserving the secrecy of YOUR most-valuable information, but in
no event less than reasonable diligence. YOU agree to: (i) only disclose
Confidential Information to YOUR employees and agents to the extent required to
Use the Software under the terms of this EULA and not to disclose or disseminate
the Confidential Information to any third party without the prior written
consent of ISSI, (ii) Use the Confidential Information solely for YOUR benefit
as provided for herein and not to allow any third party to benefit from the
Confidential Information, and (iii) bind YOUR employees and agents, by terms no
less restrictive than those set forth herein, to maintain the confidentiality of
such Confidential Information, and not Use or disclose such information except
as permitted under this EULA. Notwithstanding the disclosure of any Confidential
Information for any reason, such Confidential Information shall continue to be
owned by ISSI or its licensors. Nothing contained herein shall be deemed to
prevent YOU from disclosing or disseminating YOUR data, in any format or any
report, to whomever YOU so choose.
YOU acknowledge that YOU have read this Agreement, understand it, and agree to
be bound by its terms and conditions.