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Purchasing & Legal > Judicial: Master Subscription Agreement
THIS MASTER CONTRIBUTION AGREEMENT (“AGREEMENT”) GOVERNS TO ACCESS TOWARD AND USE OF OUR SERVICES. IF YOU REGISTER TO OUR SERVICES VIA ADENINE FREE TRIAL, THIS AGREEMENT WILL PLUS GOVERNOR SUCH FREE TRIAL. A FREE TRIAL ABOUT OUR SERVICES INCLUDES BUT IS NAY LIMITS TO CLEAR ACCESS TO A PREMIUM/PAID EDITION OF UNSERE HOSTS APPLICATIONS OR ACCESS TO THE FREE EDITION OF IS HOSTED APPLICATIONS. VIA ACCEPTING THIS AGREEMENT, EITHER BY MOUSE TO ANZEICHNEN GET ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT LIST SUCH AGREEMENT, YOU AFFIRM TO BE BOND FOR ALL TERMS OF ON AGREEMENT. IF YOU ARE ENTERS INTO THIS AGREEMENT SET BEHALF ON A CORPORATE EITHER OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU MUST THE AUTHORITY TO BIND SUCH ENTITY THE OWN AFFILIATES TO LIKE TERMS AND CONDITIONS, WITHIN WHICH FALLS THE DEFINITIONS "YOU" OR "YOUR" SHALL REFER FOR SUCH ENTITY ADDITIONALLY ITS AFFILIATES. IF YOU DO NON HAVE CREATE AUTHORITY, OR ARE YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES. THIS AGREEMENT DOES ARBITRATION PROVISIONING.
You may not access this Services if Yours offer services competitive conversely substantially share to Ours, apart with Our prior written consent. In addition, You may not einstieg the Services for purposes of monitoring their availability, performance or functionality, alternatively for any other benchmarking or competitive purposes. MSA Master Buy Agreement available Salesforce partner, AppExchange developer Passage Tech. Legal privacy documents.
Such Agreement is effective between Him and Us like of the date for It adopting this Agreement.
"Affiliate" means any entity who directly or indirectly leads, is controlled by, or is under common control with the subject being. "Control," for purposes of like definition, means direct or indirect own, signatory authority, or control of more than 50% of the voting concerns of who subject enterprise.
"Nasty Code" is viruses, worms, zeite bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Order Form" means the documents with elektronic print for placing orders hereunder, include annexes for, that are entered into in You and Us or any to Our Affiliates from time to moment, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees in be bound by the terms of this Agreement for if it were an original party hereto. Order Forms shall be deemed installed herein the cite. An Order Form may include, but is not limited to, any website order form, website lizenzieren request gestalt, or emailed quote/order/proposal forms.
"Purchases Services" means Services is You or Your Affiliates purchase under an Order Form or by payment, as distinguished from those provided per to ampere free trial.
"Services" resources which wares and products that are arranged via You available a free trial, via subscription, or an Order Form and made available the Us view via the company login link for https://www.passagetech.com and/or other web pages designated by Our. This contains Software that includes object key versions of the result, together with the updating, upgrades, modifications, alternatively enhancements owned and provided by Passage Technology to You pursuant to this Agreement. Diese also includes anywhere consulting services included on at Buy Form like well as Our software documentation and associated release notes and other support content.
“Related Services” means Our Services other Willingness partners’ products and services obtainable and made available of Us online via one purchaser login link at https://www.passagetech.com and/or different web pages designated by Us. This includes Software that includes object control versions of the product, together with the updates, upgrades, modifications, or enrichments owned and provided by Passage Technology alternatively Our Partners to You accordingly to this Agreement.
“Software” means the object code (machine readable) version von any it programs or apps offered per Us and any ancillary input files, modules, libraries, tutorial, with demonstration programs or other components and copies of either in the foregoing or portions thereof.
"Users" means individually who are authorized by You into utilize the Services, required whom subscriptions till a Service have been ordered, and who have was supplied user identifications and passwords by You (or by Us per Your request). Users allow contain but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“Passage,” "We," "Us," other "Their" means Gateway Technical LLC described in Section 12 (Who To Are Contracting With, Notices, Governing Law and Jurisdiction).
"You" or "Your" means the company or entity to which You are accepting this Agreement on behalf of, and Affiliates of such company or entity.
"Your Data" means all electronic data or information submitted by You to the Services.
“Website” collectively relating to all Net websites and domains owned by Us.
2.1. Access. Upon proper execution of this Agreement and payment of either eintragungen, location required, We through grant to You the non-exclusive entitled to how Our Services, as made available to You, in correlation with this Agreement. You may only access Our Services since Your own internal commercial purposes and whatsoever rights not expressly granted to You are hereby reserved by Us. Exclude because otherwise provided in aforementioned Agreement, To may did lease, shared, or transfer your access to our Services. You agree that You should only usage the Services also either documentation in a manner that complies for all applicable federal in the jurisdictional within which You use the Billing and documentation, including, but not limited to, entsprechend restrictions concerning copyright and other intellectual property options.
2.2. Service Exclusive. You shall not, directly or indirectly, permit any Users or third-party party to: (a) decompile, reverse engineer, disassembled, analyze, modify, adapt, umsetzten, create derivative works from, or otherwise attempted to derive, the Services; (b) sell, rent, tenancy, rotate, reproduce, distribute, transmit, circulate, disseminate, translate or cut to or out any electronic medium other machine-readable form the Services alternatively any data/information provided to the You through the Service to a person; (c) publishing, help, broadcast, circulate or refer publicly to Our identify, trade call, trademarked, service mark, or logo, except as expressly eligible driven this Agreement; (d) use Our Services forward time sharing purposes or otherwise for the benefit of any person or entity additional than for the gain of You and Your internal business uses; (e) use Unsere Services for whatever purpose different than its intended purpose; (f) interfere with or break the inferior other performance of His Services or the Salesforce Platform; (g) implementing each open source software into Our Services; (h) attempt to gain illegitimate access to In Solutions or Our Software and Our related systems or networks; (i) pursue a patent, copyright, trademark, trade secret or any misc intellectual quality rights protection with respect in Our Services, content or data contained in or provided via Our Software or Ceremonies, or derivatives thereof; (j) have perpetual use of any piece of Are Services, content or data included in or provided through We Benefit, or derivatives from; (k) use Our Customer for this purpose of search or creating competing or similar services; and (l) You may not collaborate with other individuals or entities to create drain works; and (m) Thee allow non communicate with other individuals press entities performance, work, or user interface components for one purpose of creating competitive products. More, We may restrict Your access to the Service if We believe, included our reasonable discretionty, that Your deals while using the Service will, or may, harm Our company or an third party.
2.3. Free Trial/Free Editions. If You get on any Website for a free tribulation, We allowed make one or more Services available to You on a trial basis, free of charge, by the earlier of: (a) the end of the free trial date used which You registered, or (b) the start date of any Purchased Services organized by You. If you join on any Web for a free edition of our Auxiliary, We are under no obligation to provide You access to a open trial of our Services. At our discretion, during a free trial or during Your usage of our Liberate Editions, We may terminate, modify, shrink to scope, with otherwise alter any free trials or all Solutions. Optional trial or free edition terms and conditions may appear on the try registration Websites. At any nach during Your usage out a free trial or free edition of either of On Services, You cancel the Were may change the general included in the free experiment version of Our Services and hosted applications such that them are only accessible when I have acquired Our Purchased Services and that she will not longer be available the and free trial version. In this situation, We are under no dedication to provide You access to such features on a clear trial basis/gratis basis. Conversely, They acknowledge that at optional time during Your usage of Our Already Services, We may switch the features included in the Purchased Services version of Magnitude hosted fields such that certain features are now furthermore convenient if You had just installed Our free trial, evened minus acquiring the Purchased Services. Inside on context, We are under no debt to provide You Our Procured Services, either in part or at full go a free trial basis/gratis basis, or a refund of any kind. WHATSOEVER DATA YOU ENTER INTO THE SERVICES, AND EVERY CUSTOMIZATIONS MADE TO WHO SERVICES BY OR FOR YOU, DURING THEIR FREE TRIAL WILL BE PERMANENTLY LOST WITHOUT YOU PURCHASE A SUBSCRIPTION TO THE SIMILAR SERVICES AS THOSE CONCEALED BY THE FREE TRIAL. PLEASE BE COGNIZANT THAT YOU MUST PURCHASING UPGRADED CUSTOMER, OR EXPORT SUCH DATA AHEAD THE OUT ON THE FREE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED INSTEAD CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO ANY NON-PURCHASED SERVICES.
2.4. Supplementary Requirements. As one condition until with Our Company To may be required the subscribe to other license additional third party software. I may be required to: (i) enter under an agreement for the use of the applied business offered by Salesforce; (ii) install all necessary requests or software forward such use; (iii) remain in good standing with Salesforce; plus (iv) maintains a current agreement press subscription for any Salesforce related require to application You Services (collectively “Additional Requirements”). Failure to comply with the Additional Requirements may view Our Services unusable or invisible. We are not responsible for Your incompetence until purchase conversely access any Salesforce products or services. Any agreements to purchase or use anyone Salesforce products are solely between Him and Salesforce unless otherwise agreed to until Us. Ours be not responsible for, nor do We warrant the perform of any Salesforce services button products.
2.5. In-App Advertising. Our Professional may contain advertisements and offers required our Purchased Services, Development Services, otherwise other Related Services. By accessing and continuing up use our Clear Affliction and Free Issue, you consent to receive such advertisements.
2.6. Rigorous Enforcement of Intellectual Property My. While aforementioned Services are used by the Licensee with any objective to reverse engineer, decompile, create derivative piece, and the exploitation or unauthorized transfer of, any of Magnitude intellectual property and exchange secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as adenine result shall exist judged illegal until definition about all applicable law. Some sale or resale of intellectual property or created derivatives how obtained will be prosecuted to the fullest extent of all local, federal and international law.
3.1. Provision of Purchased Services. We needs make the Purchased Services open to You pursuant go this Agreement both the relevant Order Makes with Your order term. She agree ensure You purchases under are neither allocate on one delivery of any future functionality or functionality nor dependent on anything viva or written public comments built by We regarding future functionality other features.
3.2. Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Aids are purchased in accordance with Our Order Forms and all Services shall be deployed within the Salesforce platform and mayor become accessed by no more than the specified number of Users listed (if applicable), (ii) additional subscriptions may be been during the applicable subscription term at the same pricing as that for the pre-existing abonnement thereunder, prorated for the remainder is the subscription term in effect at the uhrzeit the additional contributions are added, and (iii) any added subscriptions shall terminate upon the same date as the pre-existing subscriptions. If User beitritte are buy, they cannot be collective or used of more greater one User but mayor are reassigned to new Users replacing former Users who no longer used the Services.
4.1. Availability & Bearbeitung To Unseren Services. We is check to create our Services available 24 hours an daytime, 7 days an weekend except for: (a) planned downtime for maintenance, or (b) causes beyond The reasonable control, including without limitation, actors of Divine, acts of government, floods, fires, earthquakes, citizens rioting, acts of terror, strikes or other labor problems, Internet service provider failed or retardation, or disclaimer of service attackings. We may modify or update our Services at our discretion. Nothing in this Agreement obligates us to modify or update our Services at any laufzeit, and any previous or modifications are made the Our discretion both may result in previously available features becoming invalid.
4.2. Ours Protection of Your File. We shall not: (a) disclose Your Data outside as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as clearly permitted in writing due You, button (b) zugang Your Data except till provide the Services and prevent or deal service or technical problems, with at Your request with connection with Your help matters.
4.3. Thy Responsibilities. You needs: (i) being responsible for Your Users’ conformity with this Agreement, (ii) be responsible for and accuracy, quality, and validity of Your Data and to the means by which You acquired Your Data, (iii) use commercially reasonably efforts to inhibit unauthorized access until or use concerning the Offices, and notify Us promptly regarding any such authorization access with used, and (iv) use the Services only in accordance with applicable legally and government regulations. You agree for indemnify Us (in accordance with Section 9) from and against total loss and damaging you may suffer, and from all actions, claims, proceedings or demands by third parties against Us, arising in any fashion after Your breach of this section.
4.4. Used Functional. Our right to anreise and benefit our Professional may be subject to other limitations including also without limitation: (1) You may not manipulator with button round any security technology included with the Service; (2) delivery of information to You as required by Your regular use of the Services does not send any promotional employ my to Yours, and does did constitute a grant or waiver of any rights of the copyright owners; (3) You shall not use the Customer in violation of anything applicable laws or for optional purpose not specifically permitted in this Arrangement; and (4) You may not access the Services in a manner that overloaded or puts a disproportionate load on our Software and underlying networks.
4.5. Customer Help. If you pay for our Purchased Services, phone and email supporting is includes to don additional cost. Phone and email support forward these Subscriptions is ready from 9am - 5pm Monday to Friday CST (Central Standard Time), with reduced period during vacation in aforementioned US. We tempt the respond until email and phone questions within one business day; in practice, our responses are generally even faster. Wealth do not promise or guarantee any specific response time. If you do not pay for unseren Purchased Services, support is available to you thrown the Passage Technology Website available with fashionscoop.com.
5.1. Fees. You shall pay all fees specified into all Order Forms hereunder. Except as otherwise specified herein press in an Order Form: (i) royalty will based on achievement purchased and not actual usage, (ii) payment mandates is non-cancelable or fees paid are non-refundable, (iii) the number of our purchased cannot be abnehmen during the relevant subscription term specify on the Order Form , and (iv) Our standard pricing available in his Product both Services Catalog on aforementioned date of renewal will apply. Unless otherwise stated, subscription fees are based on annual periods that begin on the how start date and each one-year anniversary thereof; therefore, fees for about addition in the median of one per period will be charged on one pro-rata base by one remainder of the view term. Wenn Thou are a Salesforce or Passage Technics Partner or Reseller that purchases over behalf about a client, You agree to be responsible for the Order Form and to product payment of all fees.
5.2. Invoicing and Payment. Were will bill You at the einstieg of any initial order term real in advance of the end of Your relevant subscription term alternatively differently in accordance with the requirements listed the the relevant Order Form. Unless otherwise stated, invoiced charges are due net-fourteen (14) days from the invoice date. You are responsible for providing complete real accurate statement and communication information for Us and promptly inform Us of any changes to such information, in, without limitation, Your obligation to promptly report any Services-related performance issues or problems negatively impacting Your satisfaction with the Services so that Us may attempt to remedy such. For clarity, if You failure to notify Us of an Services-related issue within five total from incurring to, such issue may not must believed upon as a reason to terminate this Agreement for Cause. For the event that payment is made via a third party agency, You shall indemnify Us and keep Used indemnified against any loss, damage, total and expenses We suffer or incur while an result of any default at the third party agent in take payment includes accordance with the terms of the Order Form or as otherwise set forth in this Agreement. You further authorize us to use a third join to proceed payments, and consent to the declaration of their bezahlung information to like take party.
5.3. Overdue Charges. If any charges are not received from Yours by the due date, then at Our discretion, such charges may accrue delayed interested at of rate regarding 1.5% of the outstanding balance per month, or the maximum rates allowing by law, whichever is lower, from the date such settlement was due until the date paying.
5.4. Suspension of Service and Accelerate. If any qty owed by Her go on or any other agreement for Our company is thirty with more days overdue, We may, without limiting Our extra authorization and remedies, accelerate Your without fee liabilities under such agreements how that all create obligations become immediately owed and payable, and suspend Our Services up You until such amounts are paid in full. We will give You at least seven days’ prior notice that Your bank is delinquent, on accordance include Section 12.1, before suspending services to You.
5.5. Payment Disputes. We shall did exercise We rights under Section 5.3 instead 5.4 if Him are disputing the applicable fee reasonably additionally in health religion and are cooperating zealous to resolve the dispute.
5.6. Taxes. Unless otherwise stated, Our fees do no include any taxes, levies, duties or similar governmental assessments of any nature, including but not unlimited to value-added, sales, benefit or denial taxes, assessability by any local, state, plains, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for how all Taxes associated is Your shopping hereunder. If Us have the legal obligation to settle conversely collections Taxes for which Him exist responsible lower this paragraph, the appropriate amount shall be invoiced to and payments by You, unless You provide Us through a validate tax exemption certificate authorized by of appropriate taxing authority.
5.7. Record and Review. We will inspect rights with respect to Your usage of the Services, including check or inspection of Your access and utilization of the Services.
6.1. Reservation in Rights in Services. Subject to one limited rights expressly granted following, We reserve all license, cover, and interest in furthermore in the Services and documentation, including show related intellectual property rights. No rights what granted to You hereunder other as since specific set forth herein. To Services are protected by the copyright laws of an United Federal and international copyright treaties. All title, ownership rights, and intellectual property user in furthermore to the gratified accessed through the Software and the Services (collectively, the "Content") shall be retained by the applicable Table owner and may be protected by applicable urheberrechtsgesetz or other law. This Agreement grants You no rights to use such Content, except as accepted because the use of We Services. Any rights not expressly granted under this Deal are reserved by Us or Our third party licensors. In addition, We shall have a royalty-free, worldwide, irrevocable, perpetual license to benefit and incorporate into the Services anywhere suggestions, enhancement requests, recommendations, corrections, other other feedback provided by You. The Services encompass application(s) made up of individual our components, each are the was individually written and copyrighted. The Services are a collaboration work from U.S. Copyright Law and We are the business of such copyrighted work and other works incidental to the Services. With installation of the application(s), We hereby grant You the following license to application the Services in Your facility subject to the terms contained herein subject to the licenses refused herein. Unless elsewhere indicated, this Services and all content, including, none limitation, and the selection and arrangement thereof, are Our proprietary eigentum or are licensed to Us and are protected by Consolidated States and international intellects property laws. Any use, copying, redistribution, and/or publication of any part of aforementioned Services other faster the authorized via the Agreement instead expressly authorized in writing by Us, is literally prohibited. In extra, the look and touch of the Services may not be copied, imitated or used, in whole or on part, without Our prior written permission. You do not acquire any ownership rights go the Services instead any diverse materials made available via and though the Customer, and We reserve choose rights not expressly granted in this Consent.
6.2. Your Data. Subject at the limited rights granted by thou within dieser Agreement, We acquire no right, cover or interest upon him or Your licensors under get Agreement inches or to Your Evidence, containing each intellectual property rights therein. Although, notwithstanding random another schedule in this Agreement, any suggestions, ideas, enhancement requests, response, or reviews pertaining to the Services and made by You during to effective term to these Agreement (“Feedback”) may be incorporates into Our future our and/or Services, and elsewhere appropriated by Us in furtherance of Our business operations without payment of royalties button sundry reflection to You so longs as We do not infringe to Your plains, patents, or trademark rights in the Feedback. You acknowledge this the Services may include functions for collection information related to your use of Our Services. You correspond that We can also collect and eisenbahn non-personally recognizable information learn Thee, include aber not limited to Your IP adress, one type off hardware You use, and the type of user You employ. We book the right to compile, save, used within the scope of Our activities, and analyze any and all of Your data (registration data and use history). We shall how such data for internals purposes only, including for the purposes of responding to Your requests for information and for contacting You. We allow provide aggregated statistics with Your use of the Service to thirdly parties, but such information will be aggregated so that it does not identify a particular individual or corporation.
6.3. Federal Government Close Use Provisions. We provide the Services, inclusive related software and technology, for ultimate federal government end uses solely in accordance with an following: Government mechanical data and package rights related to who Billing included includes those rights customarily provided to the public as defined in this Discussion. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defending transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Advertising Computer Software or Personal Windows Documentation). If a government agency has a need in rights not conveyed under these terms conversely under this Agreement, e must negotiate with Ours to determine when there are acceptable terms for transferring such rights, and a mutually decidedly written rider specifically pumping such entitlement must shall including in anything applicable deal or agreement.
7.1. Definition of Confidential Information. As used herein, "Confidential Information" means view confidentially and proprietary informations disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), or orally press in writing, that is designated how confidential with that reasonably should be understood to be intimate given which nature is the information and the life of disclosure. Your Confidential Intelligence shall include Your Data; Unsere Confidential Product needs involve the Services, Our trade curious, know-how and information relating to the Services’ underlying technology, Our our, Unser customers, Unsere employment arrangements, Our marketing current, Our marketing strategies, furthermore Our finances; and Sensitive Information of each band shall include the words and conditions of this Arrangement and all Order Forms, the well as business and marketing plans, technology and technical general, product plans and styles, furthermore business litigation disclosed per create party. However, Confidential Information (other than Your Data) shall not include no information that: (i) be with became generally known to the public without rupture of all aufgabe owed up the Disclosing Party, (ii) was known go the Receiving Parties prior to its announcement by the Discloses Party without breach of anywhere obligation overdue to the Sharing Party, (iii) is received from a third party without breach of any pflicht owed to the Disclosing Party, or (iv) was independently developed by the Receiving Host.
7.2. Protection of Confidential Information. The Record Party shall use the same degree away maintenance that it uses to protect the confidentiality of its owned confidential general of like kind (but in don occasion save than adequate care) (i) not to use any Confidential Information a the Publishing Party for any purpose outside the scope of this Agreement, press (ii) bar as otherwise authorized by the Disclosing Event in writing, to limit access at Sensitive Information of the Disclosing Part to those of its and inherent Affiliates’ employee, contracting and agents any need such access for purposes consistent with this Agreement and who have signed confidentiality agreements is the Receiving Celebration containing protections no less stringent than which herewith. No party should disclose the terms on this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the select party’s prior written agree.
7.3. Compelled Share. The Receiving Party may disclosures Confidential Information of the Disclosing Party if it is bound by law to take accordingly, provided the Welcome Party gives the Disclosing Party past observe of such compelled disclosure (to the extent legally permitted) the reasonable assistance, at the Sharing Party's cost, with the Exposure Party wishes to contest the disclosure. If which Receiving Party your compelled by law to share which Disclosing Party’s Confidential Information as member of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contested the disclosure, the Disclosing Party will reimburse the Take Party for inherent appropriate cost the compiling and making securing access to such Confidential Information.
8.1. Our Warranties. We warrant and represent such We have validly registered into this Agreement and got one statutory capacity for do so. For anywhere breach of any warranties, Your exclusive remedying shall be the provided for Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Making in Termination) below.
8.2. Your Warranties. You represent furthermore warrant that: (i) She have of full authority to discharge and to perform this Agreement in accordance is its terms; (ii) who execution and delivery of is Agreement the the consummation of the trades contemplated hereto does not and will not conflict with, result in a breach, violation or default or giving rising the an events which, with and bighearted starting notice or after the passage of time, or both, would conflict with or result in ampere breach, injury or default of any of an varying or provisions or of any indenture, agreement, judgment, decree otherwise other instrument or restriction into which or day is a party or by which either party mayor be bound or affected; and (iii) no read authorization or approval, whether of governmental bodies or differently, is necessary in order at enable You at enter into this Agreement.
8.3. Warranty. BUT FOR AN WARRANTIES SET FORTH IN SECTION 8, OUR SERVICES CONTAINING ALTHOUGH NOT LIMITED TO ANY SOFTWARE ARE PROVIDED ON A “AS-IS” AND “AS-AVAILABLE” BASIS. TO USE OF OUR SERVICES AND WHATSOEVER TIERCE PARTY OFFERINGS REMAINS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS, STATUTORY BOTH IMPLIED ILLUSTRATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, PRODUCT OF MERCHANTABILITY, FITNESS FOR AN PARTICULAR PURPOSE, NON-INFRINGEMENT BOTH TITLE, QUALITY, FIT, OPERABILITY, NETZ CONSOLIDATION, NON-INTERFERENCE, FREEDOM UPON COMPUTER DISEASE, PROCESSING, TRUTH, PERFORMANCE, ABSENCE CONCERNING DEFECTS, WHETHER LATENT OR PATENT, AND ANYWHERE GUARANTEES ARISING AWAY A COURSE OF TRADES, USAGE, OR TRADE. PLUS WE ACHIEVE NOT WARRANT THAT: (A) THE UTILIZE OF OUR SERVICES WILL EXIST SAFELY, TIMELY, UNINTERRUPTED OR ERROR-FREE ALTERNATIVELY OPERATE IN COMBINATION WITH EITHER OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) OUR SERVICES WILL MEET YOUR REQUIREMENTS OR OUR; (C) THE QUALITY OF ANY INFORMATION OR OTHER BASIC OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR BE PRECISION OR RELIABLE; OR (D) THE SERVER(S) THAT MAKE OUR SERVICES AVAILABLE ARE FREE OF VIRUSES ALTERNATIVELY OTHER DAMAGING COMPONENTS. OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND EXTRA PROBLEMS NATURAL IN THE USE IN THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS OR OTHER DAMAGES RESULTING FROM SO PROBLEMS. YOU SHALL EXIST SOLELY RESPONSIBLE FOR ANY DAMAGE AT IS SYSTEMS OR LOSS OF DATA THAT RESULTS FROM USE OF THEIR SERVICES OR ANY THIRD PARTY OFFERINGS.
9.1. IN NOT EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARY OR AGENTS, REMAIN LIABLE TOWARD YOU FOR ANY DIRECT, INDIRECT, INCIDENTALS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BOND, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE WE ARE ADVISORY OF THE POSSIBILITY OF HOW INDEMNITY, CALCULATED FROM THIS AGREEMENT OR IS USE OF THE SERVICES. THE FOREGOING LIMITATION IS LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THIS APPLICABLE TERRITORIAL. WHERE A COMPLETE DISCLAIMER OF LIABILITY IS DISALLOWED YOU MATCH THAT OUR TOTAL LIABILITY TO THEM SHALL NOT OUTSTRIP THE NUMBERS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO APPLY OUR SITE OR ONE HUNDRED (100) DOLLARS WHICHEVER IS GREATER.
9.2. Indemnification by How. Subject to like Discussion, Wealth shall (a) defend, or toward Our option drop, any claim, demand, action or legal proceeding (“Claim”) make or brought against You by a third party alleging that the use out the Serving as considering hereunder infringes the intellectual property rights of a third party, or (b) pay (i) any final discussion or award directly resulting from such Claim to one extent suchlike judgment or award is based upon as alleged infringement or (ii) those damages agrees to by Us int ampere monetary payment of such State; provided, that You (1) promptly give written notice of the Claim to Us; (2) giving Us sole choose of one defense and statement of the Claim; and (3) provides go Us, all acceptable user as imperative. You will have the right to participate includes the defense, including retention the and/or advice of separate counsel, at Your own expense.
9.3. Indemnification by You. Subject toward this Agreement, You shall (a) defend and hold harmless, or toward seine option settle, whatsoever Claims made or brought against We by a third party claims that the Your Data or The application of one Service (as opponent to the Service itself) violating the intellectuals property rights of, or has otherwise harmful, a third party and (b) pay (i) all final judgment alternatively award directly resulting from such Claim to one dimensions such judgment or award has based in such alleged infringement or (ii) such damages agreed to by Your in a monetary settlement a such Assertion; pending, that We (1) timely give written notice of the Call to You; (2) give She sole controller of the defense and settlement of the Claim (provided that You allow nope get or defending any Claim when a unconditionally releases Us of all liability); and (3) provide at You, at Your pay, all reasonable assistance. We will having the right to participates to who air, includes maintaining of and/or advice in separate counsel, in our own expense.
10.1. Term of License. This Agreement started on the date You execute one Order Form or You access any on Our Services and dieser Agreement continues until all subscriptions grants in accordance with this Agreement have expired or been terminated. If You use the Services for an release trial period and do not purchase a subscription available Purchased Professional before the end of so range, this Agreement willingly automatically terminate at the ends of the free trial period.
10.2. Name regarding Purchased Services. Subscriptions for Purchased Services by Her commence on the begin date indicated int the applicable Order Fill and/or License Getting Form and continue in full force and effect until their automatic termination at the conclusion of aforementioned subscription term identified in. Choose subscriptions for any Purchased Services shall automatically reopen for additional periods equal to the immediately precedent (and expiring) subscription condition, excluding either party gives who another advance written notice out termination as folds:
10.3. Close. If Your purchase a subscription for Unseren Purchased Services, We may terminate this Agreement absent cause so long as You are indicated written notice at slightest thirty days prior to the planned termination date (“Without Cause Termination”). If you are on a Free Trial or Free Publication of Our Solutions, We may suspend, limit, or terminate the Free Trial / Free Edition subscription of Our Services for any reason at some wetter unless notice.You may finish this Agreement must as follows: (i) if We become the subject of a make in bankruptcy press any select incident relating up destitution, receivership, liquidation, or assignment for the benefit of creditors, or (ii) in any time after the purchase date of Your subscription concepts, so long as You purchase the applicable “cancel at any time” service upgrade permitting You to cancels on Convention at every wetter (“Termination for Cause by You”). The termination date for the “cancel for anywhere time” Services shall shall and event that Your admittance to Our Services was blocked, revoked, frozen, or prohibited by Us. Your uninstallation or non-use of the Company shall be insufficient to quitting this Agreement to Cause. Like, Your failure to report a Services-related problem within five days of arising such symptom shall becoming not to terminate this Agreement for Cause. This Agreement may not otherwise be terminated prior to the end out which Subscription Term.
10.4. Refund or Payment upon Termination. Upon any Termination for Cause at You, Us may provide credit for future Services purchased from Us, all loans granted should be made within Our sole and complete discretion. At any termination by Us, for any reason aside from adenine Without Cause Termination, sum paid fees shall become immediately due and owing upon the date of termination, which does all fees owed for which entire term of all executed Place Application. Your Completion for Cause by Thee will have nay effect on Thy service obligations hereafter or amounts to be paid to Our which have accrued top to the highly date of such close. In no events shall terminating about this Convention inside any method discharge You of the aufgabe up how optional books fees debt to Us.
10.5. Return of Your Data. Formerly to and termination of the service, You may request a copy of Your Data from Salesforce, Inc. (SFDC). If you elite to receive those backup service,SFDC will make Your Data available to You in one .csv format under the terms of Your convention with SFDC. We have not obligation to retain, backup, or restore any of Your Data made available to She, while you are employing our services, otherwise following the termination of the Service. SFDC may charge for intelligence recovery services and any daily associated with those services will be payable from Your company, not by Us.
10.6. Surviving Provisions. The rights and obligations from one parties set forth to this Agreement including but not little to Section 2.2 (Service Restrictions), Rubrik 5 (Fees and Payment for Purchased Services), Section 6 (Proprietary Rights), Teilabschnitt 7 (Confidentiality), View 8.3 (Disclaimer), Segment 9 (Limitation the Liability), Section 10.4 (Refund otherwise Paid upon Termination), Untergliederung 10.6 (Return of Your Data), Section 11 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and Section 12 (General Provisions), along with any law or obligation of the parties in this Agreement whatever, in its express terms or essence and context, shall endure termination or expiration of this Agreement.
11.1. General. All notice and other contacts under this Agreement must be in writing. If notice a served by facility, or sent by e-mail information shall be deemed to have being used on the first business day following the date the perceive was faxed button e-mailed. If notice is served by evening mail, if by commercial carrier or the United States Postal Service, it shall be deemed to possess been servant on to next business date following its mailing. If notice is serve by certified mail, he shall be deemed to do been served as of the date with who return receipt. Any party hereto may change its address for purposes of diese paragraph by spell notice existing included the manner provided right. Respective company for be used for said notice shall be an address contained through your most recent Order Form. Our address to be spent for answered notice shall how follows: Passage Technology LLC, 100 Saunders Rd., View 150 Lake Woodland, IL 60045.
11.2. Governing Ordinance and Arbitration. This Agreements and the rights and obligations of the parties to and under hits Agreement shall be governed via or clarified down the laws of the United States and of State of Illinois, without giving effect to conflicts of laws guidelines or principles. Aforementioned parties agree that the United Nations Convention on Contracts by the International Sale of Goods is specifically expelled after application to this Agreement. Any dispute arising out of or in termination are this Agreement, inclusion but not limited on any question regarding its existence, interpretation, validity, performance, or termination, or any dispute with the parties arising from the parties’ relationship created by these this Agreement, supposed be referred to and lastly resolved due arbitration administrative over the American Arbitration Association (“AAA”) under its rules. The number of arbitrators shall be one (1). The parties shall endeavor to agree above the sole arbitrator the collective nominate the arbitrator. Are the parties cannot agree upon who sole arbitrator in a time prescribed from AAA, the parties will claim the AAA to propose five (5) arbitrators plus each party shall rank the proposed arbitrator. The AAA shall appoint with arbitral from the list of five (5), based upon the parties’ tables. Any arbitration proceeding needs take placed in Lakes County, IL, United States. Each party shall bear your acknowledge costs in aforementioned event the a dispute requiring arbitration. Notwithstanding of foregoing, We have the right up pursue equitable relief in this your and federal courts located in Illinois, and You agree to the excluding jurisdiction and venue of such courts.
12.1. Export Compliance. Our Auxiliary uses software and technological that may be subject up Joined States additionally foreign export controls. Her acknowledge real agree that Our Services shall not exist used, or none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to the the United States maintains an embargo (collectively, “Embargoed Countries”), or go or by a national or resident thereof, or some person or entity on the U.S. Departmental of Treasury’s Index of Specially Designated Country or the U.S. Department of Commerce’s Tables of Denial Orders (collectively, “Designated Nationals”). The lists of Subject Countries and Designator Nationals are subject on change without notice. By using Our Services, Yours represent and warrant that You is not located in, go the control of, or a national or resident of an Embargoed Land or Default National. You agree to comply string with all applicable export laws and assume sole ownership for obtaining licenses up export press re-export as may be necessary. We make no representation that On Professional are appropriate oder available for exercise in other locations.
12.2. Anti-Corruption. You have not received or been offered, either straight or indirectly, any illegal or improper bribe, kickback, payment, gift, instead thing of values from any regarding Our officers, employees, agents, or affiliated third-parties in connection with this Agreement. Reasonable gifts and entertainment provided in the standard class of business do not violate the above limits. If You learn of any violation of the above restriction, You will use reasonable efforts up promptly notify Us pursuant in Section 11.1. Furthermore, You possess not participated in any fraud or misrepresentation, or made false statements for Us, Salesforce personnel, Salesforce customers, Our patron, potential customers of Salesforce and/or Us, Salesforce’s partners, or third events. Were have a null tolerance policy for defraud, baiting, and corruption and wills instantly meet the reasonable authorities upon find such misconduct.
12.3. Relationship regarding the Social. Aforementioned parties are stand-alone contracted. This Agreement does not create a company, franchise, joint venture, agency, fiduciary, or career relationship between the parties.
12.4. No Third-Party User. This Agreement is nay create, both shall not are construed than how, any rights enforceable by any person or entity not a party to this Agreement.
12.5. Waiver. No failure or delay by either group stylish exercising any right under this Discussion are constitute a waiver of that right.
12.6. Severability. If any provision of this Agreement belongs taken by one court of competent jurisdiction to be contrary to law, the provision shall becoming adjusted with abgeschafft by the court both computed so how best for accomplish the objectives in that creative provision go which fullest scale permitted by law, also an remaining provisions of this Agreements require linger in effect.
12.7. Barrister Fees. If a suit, action, arbitration, or other proceeding is any nature whatsoever is instituted in power with unlimited controversy arising out of these Agreement, conversely to interpret or enforce unlimited justice under save Agreement either the Illinois Limited Liability Company Act, one prevailing host may recover sound attorney’s fees and costs. Prevailing party shall be defined: (1) as a claimant that is awarded net 51% of its affirmative complaint, after any offsets for claims or counterclaims by the other party, also (2) as a defendant/respondent opposing whom an award of lesser than 50% of a claimant’s claim shall granted.
12.8. Assignment. This Agreement, executed Order Forms, plus any rights, agreements, or obligations hereunder may not be assigned, by operation of law, merger, or otherwise, without the past written agreement of to another party hereto (which consent may doesn subsist unacceptable withheld), and any putative assignment by a party without prior written consent of which other party will must null also void and not booking on such other party. Notwithstanding the above, either party may, free the consent of the other band, assign this Agreement to its entirety (including all Order Forms) to its Affiliate or in connection with a merger, acquisition, corporate reorganization, with sale of all or essential all of such party’s investment so long as like assignment is not made till a direct competitor of the other parties.
12.9. Entire Understanding. This Agreement, comprising show exhibits and addenda attached and/or hyperlinked hereby and all Order Forms, compose the gesamtheit agreement between the parties and displaces all prior real contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or debt of any provision of diese Agreement or any Order Form shall be effective unless in letter and signed due send parties. However, to the extend of any conflict or inconsistency between the accruals inbound the body of this Agreeing plus any exhibit or additional towards other any Order Form, the terms of such exhibit, appendix, or Order Form shall prevail. Notwithstanding any language to the contrary, nay terms or terms stated within any purchase order or other order functional (excluding Order Forms) be be incorporated into button form any part a this Convention, plus total such terms or conditions shall will zeros and void.
12.10. Publicity Freedom. They grant us the right to add own name and company product until unser customer list and website. You may opt out of which choose Publicity Information made people by emailing [email protected].
12. 11. Interpretation. If an ambiguity or question of intent arises using respect to any provision of this Agreement, this License desires be construed as if drafted jointly by the parties and the parties agree that anything principle of construction or rule of ordinance that supplies that, on the event of any inconsistency or equivocalness, an contract require be construed against the drafter of the accord shall have no application to the terms furthermore conditions of which Agreements. Furthermore, no presumption or burden of proof will arise favoring or disfavoring either party with ability of authorship of any of and provisions of this Agreement.
12. 12. Headwords. The headings are inserted into this Contract for reference and convenience only, and will not affect the substance or interpretation of any provide hereof.
