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Services
Subject to and conditioned on Customer’s and its Authorized Users’ acceptance of and compliance with the Agreement, Provider shall provide to Customer and its Authorized Users the services described in the Agreement (collectively, the “Services”), in accordance with the terms of the Agreement.
If Customer purchases a subscription to the Software API as part of the Services:
Provider will provide the Software API via a Software API key or password, and Customer may access and use the Software API (including any credentials and certificates) solely in connection with the products and services provided by Provider to its customers.
Customer will be responsible for all uses of its Software API key or password and will notify Provider immediately of any unauthorized use of Provider’s Software API key or password.
Customer must notify Provider in writing of any new Integrations before work begins on the Integration. The notice must describe (1) the proposed Integration’s workflow, and (2) the problem or initiative that the Customer intends the Integration to address or resolve. This notice must be given sufficiently in advance to allow Provider to review the Integration. Customer will not implement any Integration, or allow any Integration to be implemented, until Provider has reviewed the proposed Integration. Provider reserves the right to see and validate the built integration before it is deployed to production.
If Customer purchases a subscription to the Software API as part of the Services:
Provider will provide the Software API via a Software API key or password, and Customer may access and use the Software API (including any credentials and certificates) solely in connection with the products and services provided by Provider to its customers.
Customer will be responsible for all uses of its Software API key or password and will notify Provider immediately of any unauthorized use of Provider’s Software API key or password.
Customer must notify Provider in writing of any new Integrations before work begins on the Integration. The notice must describe (1) the proposed Integration’s workflow, and (2) the problem or initiative that the Customer intends the Integration to address or resolve. This notice must be given sufficiently in advance to allow Provider to review the Integration. Customer will not implement any Integration, or allow any Integration to be implemented, until Provider has reviewed the proposed Integration. Provider reserves the right to see and validate the built integration before it is deployed to production.
Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”), provided that such Subcontractors agree in writing to confidentiality terms at least as protective as those in the Agreement and provided that Provider shall remain responsible for its Subcontractors.
Restrictions.
Neither Customer, nor its employees, contractors or other Persons within Customer’s control (collectively, “Customer Personnel”), shall access or use the Services or Provider Materials except as expressly permitted by the Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, neither Customer nor Customer Personnel shall:
(a) copy, modify, or create derivative works or improvements of the Services or Provider Materials, except as the Agreement expressly permits;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service, except as the Agreement expressly permits;
(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
(d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
(e) input, upload, transmit, or otherwise provide to or through the Services or Provider Systems any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third party, in whole or in part;
(g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
(h) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Provider’s detriment or commercial disadvantage;
(a) copy, modify, or create derivative works or improvements of the Services or Provider Materials, except as the Agreement expressly permits;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service, except as the Agreement expressly permits;
(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
(d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
(e) input, upload, transmit, or otherwise provide to or through the Services or Provider Systems any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third party, in whole or in part;
(g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
(h) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Provider’s detriment or commercial disadvantage;
Confidentiality.
Confidential Information. In connection with the Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 6.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider and the terms and existence of the Agreement are the Confidential Information of each of the parties.
Exclusions.
Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
Term and Termination.
Term. The term of the Agreement commences as of the effective date set forth in the Agreement and shall continue for the time frame set forth in the Agreement, unless superseded or otherwise terminated by mutual written agreement of the parties or pursuant to the termination provisions hereto.
Renewal Terms. After the initial term of the Agreement, the term of the Agreement will automatically renew for subsequent one-year periods until a party provides at least 30 days written notice prior to the end of the then-current term.
Termination . In addition to any other express termination right set forth elsewhere in the Agreement:
Renewal Terms. After the initial term of the Agreement, the term of the Agreement will automatically renew for subsequent one-year periods until a party provides at least 30 days written notice prior to the end of the then-current term.
Termination . In addition to any other express termination right set forth elsewhere in the Agreement:
DISCLAIMER
DISCLAIMER OF WARRANTIES. ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
