Terms and Conditions

SAAS SERVICES AND SUPPORT
1. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.
CONFIDENTIALITY; PROPRIETARY RIGHTS
1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2. Neither party shall release any statement, advertisement, information or publicity referring to the other party or this Agreement without the other party’s express prior written consent. Customer will not refer to Company or use Company’s name and/or logo without Company’s prior written consent which may be withheld in its sole discretion.
3. Customer shall own all right, title and interest in and to the Customer Data, Company shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto so owned, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PRIVACY AND SECURITY MEASURES
1. By using the Services and providing the Customer Data through the Services, Customer consents to Company’s use and disclosure of the Customer Data in accordance with the Privacy Policy available at Company’s website.
2. Customer provides its prior, general authorization for Company to appoint Processors (as defined under applicable data protection laws) to process the Customer Data, provided that Company shall ensure that the terms on which it appoints such processors comply with applicable data protection laws, and are consistent with the obligations imposed on Company in this paragraph; and shall remain responsible for the acts and omission of any such Processor as if they were the acts and omissions of Company. Customer may request a list of such Processors upon request to the Company.
Company shall make commercially reasonable efforts to ensure that (i) the Services are compliant with ISO 27001 and SOC 2 Type I certifications and (ii) it has reasonable policies and procedures designed to detect, prevent, and mitigate the risk of data security breaches or identify theft (“Security Program”).
Company shall limit access to Customer Data to only those employees or agents that require access to perform their roles and responsibilities in connection with the Services. Company shall reasonably update all access rights based on personnel or computer system changes, and shall periodically review all access rights to Customer Data.
Company shall notify Customer within forty eight (48) hours of discovery of an actual or suspected unauthorized access to, acquisition or disclosure of Customer Data, or other actual or suspected breach of security or confidentiality with respect to Customer Data in Company’s or its representatives’ control or possession.
PAYMENT OF FEES
1. Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 7 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
2. Customer’s use of the Services is subject to the timely payment of the Fees. Fees may change from time to time. All Fees are nonrefundable. Fees will be billed to the credit card on file. Fees for subscriptions will be billed in advance of Services. Customer agrees to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify Company of any changes within 10 days of the change. Unpaid Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
RESTRICTIONS AND RESPONSIBILITIES
1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2. In addition, Customer will not engage in any of the following prohibited use of the Services:
  1. use of the Services in any way that violates any applicable law or regulation;
  2. use of the Services to exploit, harm, or attempt to exploit or harm anyone in any way;
  3. use of the Services to send, receive, upload, download, use, or re-use any material that does not comply with this Agreement;
  4. use of the Services to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
  5. use of the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services;
  6. use of any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
  7. use of any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without Company’s prior written consent;
  8. use of any device, software or routine that interferes with the proper working of the Services;
  9. introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  10. attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, any server, computer, or database connected to the Services;
  11. attacking the Services via a denial-of-service attack or a distributed denial-of-service attack; and
  12. otherwise attempting to interfere with the proper working of the Services.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer is responsible for all actions on its users’ accounts and for such users’ compliance with this Agreement. Customer and each of its users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Company if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
TERM, TERMINATION AND SUSPENSION
1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least five (5) days prior to the end of the then-current term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement immediately if the other party materially breaches any of the terms or conditions of this Agreement and in the event such breach is capable of being cured, the breach is not cured within two (2) days’ of the breaching party receiving written notice from you requiring that breach to be remedied. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
3. If Customer (a) has an outstanding, undisputed balance on its account anytime after its due date; (b) breaches Section 2 of this Agreement; or (c) uses the Services in violation of the Agreement or in a way that materially and negatively impacts the Services, then Company may temporarily suspend Customer’s access to the Services with or without notice. However, Company will try to inform Customer before suspending Customer’s account when practical. Company will reinstate Customer’s access to the Services only if Customer resolves the underlying issue.
WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. ******EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
1. Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; and (iv) it will comply with all applicable laws in its performance of this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES OF THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 3 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. Any dispute, controversy, or any claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach termination or validity thereof, including, without limitation, this arbitration clause, must be solely and finally settled by confidential arbitration in Chicago, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. An award rendered in connection with arbitration pursuant to this section shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. No provision of this subsection limits the rights of a party to the Agreement to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of any arbitration. Neither party has the right to arbitrate on a class action basis any dispute, controversy, or claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including, without limitation, this arbitration clause.