FranchiseWare Company Terms & Conditions Service Agreements
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IN THE EVENT THAT YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES,, THE RELEVANT ARRANGEMENTS OF THIS UNDERSTANDING WILL LIKEWISE OVERSEE THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME WITH OR WITHOUT NOTICE TO YOU. IF YOU ARE ENTERING INTO 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.
This Agreement was last updated on March 2nd, 2016. It is effective between You and Us as of the date of You accepting this Agreement.
Table of Contents
- Free Trial
- Our Responsibilities
- Use of the Services and Content
- Non-FranchiseWare Company Providers
- Fees and Payment for Purchased Services
- Proprietary Rights and Licenses
- Representations, Warranties, Exclusive Remedies and Disclaimers
- Mutual Indemnification
- Limitation of Liability
- Term and Termination
- Who You Are Contracting With, Notices, Governing Law and Jurisdiction
- General Provisions
“Affiliate” means 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.
“Agreement” means this FranchiseWare Company Terms & Conditions for Service Agreement.
“Beta Services” signifies FranchiseWare Company services or usefulness that
might be made accessible to Customer to attempt at its choice at no extra
charge which is obviously assigned as beta, pilot, restricted delivery,
engineer see, non-creation, assessment, or by a comparable portrayal.
“Content” means information obtained by FranchiseWare Company from publicly available sources or third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more completely depicted in the Documentation.
“Documentation”signifies the applicable Service’s Trust and Compliance documentation, and its use aides and approaches, as refreshed now and again, open through FranchiseWare Company.com/help/or login to the relevant Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-FranchiseWare Company Application” Non-FranchiseWare Company Application” signifies a Web-based, versatile, disconnected, or other programming application usefulness that is given by You or an outsider and interoperates with a Service, including, for instance, an application that is created by or for You, or is distinguished as Non-FranchiseWare Company or by a comparable assignment.
“Order Form”signifies a requesting record or online request indicating the Services to be given hereunder that is gone into among You and Us or any of Our Affiliates, including any addenda and enhancements thereto. By going into an Order Form hereunder, an Affiliate consents to be limited by the particulars of this Agreement as though it were a unique gathering hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Services” signifies the products and services that are requested by You under an Order Form or gave to You under a free free trial and made accessible online by Us, including related FranchiseWare Company disconnected or versatile parts, as portrayed in the Documentation.
“Services” exclude Content and Non-FranchiseWare Company Applications.
“User” signifies a person who is approved by You to utilize a Service, for whom You have bought a membership (or on account of any Services given by Us without charge, for whom a Service has been provisioned), and to whom You (or, when pertinent, Us at Your solicitation) have provided a client ID and secret word (for Services using confirmation). Clients may incorporate, for instance, Your representatives, specialists, project workers and specialists, and outsiders with which You execute business.
“We,” “Us” or “Our” signifies FranchiseWare Company Software, Inc. portrayed in Section 13 (Who You Are Contracting With, Notices, Governing Law, and Jurisdiction).
“You” or “Your” signifies the company or other lawful element for which you are tolerating this Agreement, and Affiliates of that company or substance which have marked Order Forms.
“Your Data” signifies electronic information and data presented by or for Customer to the Services, barring Content and Non-FranchiseWare Company Applications.
- FREE TRIAL
If you register on Our site for a free preliminary, We will make at least one Services accessible to You on a free trial premise gratis until the prior of (a) the finish of the free time for testing for which You enlisted to utilize the material Service(s), or (b) the beginning date of any Purchased Service memberships requested by You for such Service(s), or (c) end by Us in our sole attentiveness. Extra preliminary terms and conditions may show up on the preliminary enrollment website page. Any such extra terms and conditions are fused into this Agreement by reference and are legitimately restricting.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A MEMBERSHIP TO SIMILAR SERVICES AS THOSE COVERED BY THE TRAIL, BUY RELEVANT UPDATED SERVICES, OR FARE SUCH INFORMATION, BEFORE THE FINISH OF THE TIME FOR TESTING.YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM FULL-SERVICE EDITION TO STARTER EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
- OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable FranchiseWare Company standard support for thethe Services to You at no extra charge, or potentially updated uphold whenever bought, (c) utilize monetarily sensible endeavors to make the online Services accessible 24 hours per day, 7 days per week, aside from: (I) arranged vacation (of which We will give advance electronic notification as given in the Documentation), and (ii) any inaccessibility brought about by conditions past Our sensible control, including, for instance, a demonstration of God, demonstration of government, flood, fire, seismic tremor, common distress, demonstration of fear, strike or other work issue (other than one including Our representatives), Internet specialist co-op disappointment or postponement, Non-FranchiseWare Company Application, or forswearing of administration assault, (d) offer the Assistance on an “With no guarantees” premise to you according to this understanding and the important request structures during a membership term and are not dependent upon the conveyance of any future usefulness or highlights on any oral or composed public remarks made by us, (e) maintain whatever authority is needed to adjust or end arrangement of Our services whenever, without notice and with no obligation towards you, (f) not be expected capable or to take responsibility for idealness, evacuation of data, inability to store data, mistake of data, or ill-advised conveyance of data, (g) permit access by close to the predetermined number of clients, (h) permit extra clients’ memberships to be added during the relevant membership term at similar evaluating as that for the earlier clients for the rest of the membership term essentially at the time the extra User memberships are added, (I) apply all the terms and conditions for the old clients will be pertinent to the new clients also. (j) NOT REFUND for Cancellation by YOU, if it’s not too much trouble, read our refund policy.
3.2. Protection of Your Data.We will keep up authoritative, physical, and specialized shields for assurance of the security, privacy and uprightness of Your Data, as described in the Documentation. Those shields will incorporate, yet won’t be restricted to, measures for forestalling access, use, alteration or revelation of Your Data by Our work force aside from (a) to give the Purchased Services and forestall or address administration or specialized issues, (b) as constrained by law as per Section 8.3 (Compelled Disclosure) beneath, or (c) as You explicitly grant recorded as a hard copy. Where Your utilization of the Services incorporates the handling of individual information (as depicted in the EU Data Protection Directive 95/46/EC) inside the European Economic Area (EEA), besides in regard of any use during a Free Trial.
3.3. Our Personnel.We will be answerable for the presentation of Our work force (counting Our representatives and project workers) and their consistence with Our commitments under this Agreement, besides as in any case indicated thus.
3.4. Beta Services. Now and again, We may make Beta Services accessible to You at no charge. You may decide to attempt such Beta Services or not in Your sole tact. Beta Services are expected for assessment purposes and not for creation use, are not upheld, and might be dependent upon extra terms. Beta Services are not considered “Services” under this Agreement, nonetheless, all limitations, Our booking of rights and Your commitments concerning the Services, and utilization of any connected Non-FranchiseWare Company Applications and Content, will apply similarly to Your utilization of Beta Services. Except if in any case expressed, any Beta Services time for testing will terminate upon the prior of one year from the preliminary beginning date or the date that a variant of the Beta Services turns out to be for the most part accessible without the appropriate Beta Services assignment. We may end Beta Services whenever in Our sole caution and may never make them for the most part accessible.
- USE OF SERVICES AND CONTENT
4.1. Subscriptions. Except if in any case gave in the appropriate Order Form or Documentation, (a) Services and admittance to Content are bought as memberships, (b) memberships might be added during a membership term at a similar valuing as the hidden membership estimating, customized for the bit of that membership term staying at the time the memberships are added, (c) any additional memberships will end on similar date as the basic memberships, (d) to utilize our services, you might be needed to enroll for a client account; for this situation, you consent to give honest data when mentioned, and — if a base age is needed for qualification for a client account — you attempt are in any event the necessary age, and (e) by enlisting for a client account, you expressly consent to our terms of utilization, including any revisions made and distributed thus.
4.2. Usage Limits. Services and Content are dependent upon utilization limits, including, for instance, the amounts determined all together Forms and Documentation. Except if in any case determined, (a) an amount in an Order Form alludes to Users, and the Service or Content may not be gotten to by more than that number of Users, (b) a User’s secret word may not be imparted to some other individual, and (c) besides as gone ahead in an Order Form, a User recognizable proof may just be reassigned to another individual supplanting one who will at this point don’t utilize 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. In the case of, despite Our endeavors, You can’t or reluctant to maintain a legally binding utilization limit, You will execute an Order Form for extra amounts of the pertinent Services or Content instantly upon Our solicitation, as well as pay any receipt for abundance use as per Section 6.2 (Invoicing and Payment).
4.3. Your Responsibilities. You will (a) be liable for Users’ consistence with this Agreement, Documentation and Order Forms, (b) be answerable for the precision, quality and lawfulness of Your Data and the methods by which You procured Your Data, (c) be liable for all data or information of any sort, regardless of whether text, programming, code, music or sound, photos or illustrations, video or different materials (“content”), made accessible freely or secretly, will be under the sole obligation of the individual giving the said content, or of the individual whose client account is utilized. (d) utilize economically sensible endeavors to forestall unapproved admittance to or utilization of Services and Content, and tell Us immediately of any such unapproved access or use, (e) use Services and Content just as per this Agreement, Documentation, Order Forms and relevant laws and government guidelines, and (f) conform to terms of services of any Non-FranchiseWare Company Applications with which You use Services or Content.You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated
in any case in an Order Form or the Documentation, (b) sell, exchange, permit, sublicense, distribute, make accessible, lease or rent any Service or Content, or remember any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-FranchiseWare Company Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-FranchiseWare Company Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) duplicate Content besides as allowed in this or in an Order Form or the Documentation, (j) edge or mirror any piece of any Service or Content, other than framing on Your (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-FranchiseWare Company product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).
You will not (a) provide any content or conduct yourself in any way that may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortious; defamatory; libelous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere with or disrupt the operation of service provided; infected with a virus or other destructive or deleterious programming routine; giving rise to civil or criminal liability; or in violation of an applicable local, national or international law, (b) impersonate or misrepresent your association with any person or entity, (c) forge or otherwise seek to conceal or misrepresent the origin of any content provided by you, (d) provide any content that may give rise to us being held civilly or criminally liable, or that may might be viewed as an infringement of any nearby, public or worldwide law, including — yet not restricted to — laws identifying with copyrights, brand names, licenses, or proprietary innovations.
Any utilization of the Services in break of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment undermines the security, uprightness or accessibility of Our administrations, may bring about Our nearby suspension of the Services, anyway We will utilize financially sensible endeavors considering the present situation to furnish You with notice and a chance to cure such infringement or danger before such suspension.
4.4. Email Marketing: You won’t give, and you won’t utilize our administrations to give, any substance or administration in any way that would include garbage mail, spam, networking letters, fraudulent business models, or some other type of unapproved promoting or trade. By consenting to this terms of utilization, you concur that we maintain whatever authority is needed to affirm your mass email advertising effort.
4.5. Data Ownership: Unless explicitly allowed by You, You own the information made or put away by You. We will not change your information, reveal your information besides as constrained by law as per area 8.3 (Compelled Disclosure). In any case, You award us consent to get to, store, exclusively as needed to offer the types of assistance to You.
We will keep up proper authoritative, physical, and specialized shields for insurance of the security, classification and trustworthiness of your information.
In the event that you register on our site for a free trail, any information You go into the administrations, and any customizations made to the administrations by or for you, during Your free trial will be permanently lost unless you purchase a subscription to the same Services as those covered by the trial before the end of the trial period. There is NO REFUND for any cancellations made by you, if it’s not too much trouble, read our Refund Policy.
In the event that you end the agreement, it is your duty to trade your information before the finish of the membership time frame closes. The information will be lost forever following thirty days of your last installment. There is NO REFUND for any cancellations made by You, if it’s not too much trouble, read our Refund Policy.
4.6. External-Facing Services. If You subscribe to a Service for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites, You are solely responsible for complying with applicable law in Your use of any cookies or other tracking technologies.
4.7. Removal of Content and Non-FranchiseWare Company Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-FranchiseWare Company Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-FranchiseWare Company Application or modify the Non-FranchiseWare Company Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-FranchiseWare Company Application until the potential violation is resolved.
- NON-FRANCHISEWARE COMPANY PROVIDERS
5.1. We or third parties may make available third-party products or services, including, for example, Non-FranchiseWare Company Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-FranchiseWare Company provider, product or service is solely between You and the applicable Non-FranchiseWare Company provider. We do not warrant or support Non-FranchiseWare Company Applications or other Non-FranchiseWare Company products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.
5.2. Third-party Services: Goods and services of third parties (e.g., Google, Facebook, Twitter applications and others) may be made available to You for implementation, customization and other consulting services. Such third party products or services, and any exchange of data between you and the third party provider, is solely between you and the applicable third party. We do not warrant or support third party products or services, whether or not they are customized or implemented by us or you. We shall not be responsible for any disclosure, modification or deletion of Your data resulting from any such access by third party application providers. If the provider of any such third party application ceases to make the third party application available for interoperation with the corresponding service features on reasonable terms, we may cease providing such service features without entitling You to any refund, credit, or other compensation.
5.3. Non-FranchiseWare Company Applications and Your Data. If You choose to use a Non-FranchiseWare Company Application with a Service, You grant Us permission to allow the Non-FranchiseWare Company Application and its provider to access Your Data as required for the interoperation of that Non-FranchiseWare Company Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-FranchiseWare Company Application or its provider.
5.4. Integration with Non-FranchiseWare Company Applications. The Services may contain features designed to interoperate with Non-FranchiseWare Company Applications. To utilize such highlights, You might be needed to get admittance to such Non-FranchiseWare Company Applications from their suppliers, and might be needed to allow Us admittance to Your account(s) on such Non- FranchiseWare Company Applications. We can’t ensure the proceeded with accessibility of such Service includes, and may stop giving them without qualifying You for any discount, credit, or other pay, if for instance and without limitation, the provider of a Non- FranchiseWare Company Application ceases to make the Non- FranchiseWare Company Application available for interoperation with the corresponding Service features in a manner acceptable to Us.
- FEES AND PAYMENT FOR PURCHASED SERVICES
6.1. Fees :Our services are accessible on a membership premise. Your membership will consequently recharge dependent on your subscription, charged to the Mastercard last utilized by you. On the off chance that you might want the installment for the recharging to be made through an alternate charge card or in the event that you don’t wish to re-establish the membership, you consent to roll out the improvements in your record settings. The paid membership isn’t discounted on the off chance that you end your membership. We maintain whatever authority is needed to change the membership charge and recharging terms. You will pay all expenses indicated all together Forms. Besides as in any case determined in this or in an Order Form,(i) expenses depend on Services and Content memberships bought and not genuine utilization, and (ii) installment commitments are non-cancelable and fees paid are non-refundable.
On the off chance that You add extra user(s), they will be dependent upon a similar extra membership as you are. Memberships for the entirety of your user(s) will be lumped as one exchange and charged in a similar Mastercard last utilized by You.
6.2. Invoicing and Payment. You will give Us substantial and refreshed Visa data, or with a legitimate buy request or elective report sensibly worthy to Us. In the event that You give Visa data to Us, You approve Us to charge such credit card for all Purchased Services recorded in the Order Form for the underlying membership term and any restoration membership term(s) as gone ahead in Section 12.2 (Term of Purchased Subscriptions). Such charges will be made ahead of time, either month to month or as per any extraordinary charging recurrence expressed in the relevant Order Form. On the off chance that the Order Form indicates that installment will be by a technique other than a charge card, We will receipt You ahead of time and in any case as per the significant Order Form. Except if in any case expressed in the Order Form, invoiced charges are expected promptly from the receipt date.
. You are responsible for providing complete and accurate billing and contact information to Us and make changes in your account settings 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 that any sum owing by You under this or some other arrangement for Our services is expected, You have approved Us to charge to Your Mastercard. We may, without restricting Our different rights and cures, quicken Your neglected expense commitments under such arrangements so all such commitments become promptly due and payable, and suspend Our services to You until such sums are settled completely.
6.5. Payment Disputes.
We won’t practice Our privileges under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above on the off chance that You are questioning the material charges sensibly and in accordance with some basic honesty and are participating determinedly to determine the contest.
6.6. 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 Section 6.6, We will invoice You and You will pay the sum except if You furnish Us with a legitimate assessment exclusion endorsement approved by the proper burdening authority. For lucidity, We are exclusively liable for charges assessable against Us dependent on Our pay, property and representatives.
6.7. Future Functionality. You concur that Your buys are not dependent upon the conveyance of any future usefulness or highlights, or subject to any oral or composed public remarks made by Us in regards to future usefulness or highlights.
6.8. Refund Policy: There is NO REFUND.FranchiseWare Company doesn’t offer any discounts on its items and additionally memberships.
- PROPRIETARY RIGHTS AND LICENSES
7.1. Reservation of Rights : Subject to the restricted rights explicitly allowed hereunder, We and Our licensors and Content Providers hold the entirety of Our/their right, title and interest in and to the Services and Content, including the entirety of Our/their connected protected innovation rights. No rights are allowed to You hereunder other than as explicitly put forward thus.
7.2. Access to and Use of Content. You reserve the privilege to access and utilize pertinent Content subject to the conditions of material Order Forms, this Agreement and the Documentation.
7.3. License to Host Your Data and Applications :You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-FranchiseWare Company Applications and program code createdby or for You utilizing a Service or for use by You with the Services, as sensibly vital for Us to offer the Types of assistance as per this Agreement. Subject to the restricted licenses conceded thus, We procure no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, , Non-Soffont Application or such program code.
7.4. License to Use Feedback :You award to Us and Our Affiliates an around the world, ceaseless, unalterable, eminence free permit to utilize and join into Our as well as Our Affiliates’ services any recommendation, upgrade demand proposal, rectification or other feedback given by You or Users identifying with the activity of Our or Our Affiliates’ services.
7.5. Publicity. You grant Us the right to use Your name and company logo on Our website for publicity purposes.
7.6. Federal Government End Use Provisions. We offer the Types of assistance, including related software and technology,, for extreme government end utilize exclusively as per the accompanying: Government specialized technical data and software rights identified with include only those rights customarily provided to the public as defined in this Agreement.
(This standard business permit is given in understanding FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense exchanges, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). On the off chance that an administration office has a requirement for rights not conceded under these terms, it should haggle with Us to decide whether there are satisfactory terms for allowing those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
8.1. Definition of Confidential Information. “Confidential Information” means 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. 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, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. 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) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, 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 not materially less protective of the Confidential Information 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 and accountants 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 “Confidentiality” section. Despite the prior, We may reveal the details of this Agreement and any pertinent Order Form to a subcontractor or Non-FranchiseWare Company Application Provider to the degree important to play out Our commitments to You under this Agreement, under terms of privacy substantially as defensive as presented thus.
8.3. 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 is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
- REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Our Warranties :We warrant that during a applicable membership term (a) this Agreement, the Order Forms and the Documentation will precisely depict the relevant regulatory, physical, and specialized shields for insurance of the security, secrecy and honesty of Your Data, (b) We won’t substantially diminish the general security of the Services, (c) the Services will perform tangibly as per the appropriate Documentation, and (d) subject to the “Incorporation with Non-FranchiseWare Company Applications” area above, We won’t really diminish the general usefulness of the Services. For any break of a guarantee over, Your select cures are those depicted in the “Termination” and “Refund or Payment upon Termination” segments underneath.
9.3. Disclaimers. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SERVICES OR CONTENT PROVIDED (THE “SERVICE”) IS AT YOUR OWN RISK. SERVICES AND CONTENT ARE PROVIDED TO YOU “AS IS”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKES NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE IN ANY MANNER. YOU UNDERSTAND AND AGREE THAT OUR PROFESSIONAL ADVICE OF ANY KIND AND THAT ANY ADVICE OR ANY OTHER INFORMATION OBTAINED VIA OUR SERVICES MAY BE USED SOLELY AT YOUR OWN RISK, AND THAT WE WILL NOT BE HELD LIABLE IN ANY WAY.
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. 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.
A few locales may not permit disclaimers of suggested guarantees, and certain assertions in the above disclaimer may not concern You as respects inferred guarantees; different terms and conditions stay enforceable regardless.
- MUTUAL INDEMNIFICATION
10.1. Indemnification by Us : We will protect You against any case, request, suit or continuing made or brought against You by an outsider charging that any Service encroaches or misuses such outsider’s licensed innovation rights (a “Guarantee Against You”), and will reimburse You from any harms, lawyer expenses and expenses at long last granted against You because of, or for sums paid by You under a settlement affirmed by Us recorded as a hard copy of, a Claim Against You, given You (a) expeditiously give Us composed notification of the Claim Against You, (b) give Us sole control of the safeguard and settlement of the Claim Against You (then again, actually We may not settle any Claim Against You except if it genuinely delivers You of allliability), and (c) give Us all reasonable assistance, at Our expense. If we receive data about an encroachment or misappropriation guarantee identified with a Service, We may in Our attentiveness and at no expense to You (I) adjust the Services so they are not, at this point professed to encroach or abuse, without penetrating Our guarantees under “FranchiseWare Company Warranties” above, (ii) get a permit for Your proceeded with utilization of that Service as per this Agreement, or (iii) end Your memberships for that Service upon 30 days’ with notice and refund. You any prepaid charges covering the rest of the term of the ended memberships. The above guard and repayment commitments don’t have any significant bearing to the degree a Claim Against You emerges from Content, a Non-FranchiseWare Company Application or Your utilization of the Servicesin violation of this Agreement, the Documentation or applicable Order Forms.
10.2. Indemnification by You :You will safeguard Us against any case, request, suit or continuing made or brought against Us by an outsider charging that any of Your Data encroaches or misuses such outsider’s protected innovation rights, or emerging from Your utilization of the Services or Content disregarding the Agreement, the Documentation, Order Form or material law (each a “Case Against Us”), and You will repay Us from any harms, lawyer expenses and expenses at last granted against Us because of, or for any sums paid by Us under a settlement endorsed by You recorded as a hard copy of, a Claim Against Us, given We (a) speedily give You composed notification of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy :This Section 10 expresses the reimbursing gathering’s sole risk to, and the repaid gathering’s selective cure against, the other party for a case depicted in this Section 10.
- LIMITATION OF LIABILITY
11.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OF SERVICES OR THE INABILITY TO USE SERVICES, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS BY ANY THIRD PARTY OR CONDUCT OF ANY THIRD PARTY USING SERVICES, OR (V) ANY OTHER MATTER RELATING TO SERVICES.
In some jurisdictions, it is not permitted to limit liability and, therefore, such limitations may not apply to You.
11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- TERM AND TERMINATION
12.1 Term of Agreement : This Agreement begins on the date You initially acknowledge it and proceeds until all memberships hereunder have lapsed or have been ended.
12.2. Term of Purchased Subscriptions. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term.
12.3. Termination : A gathering may end this Agreement for cause (I) upon 30 days composed notification to the next gathering of a material break if such penetrate stays uncured at the termination of such period, or (ii) if the other party turns into the subject of a request in chapter 11 or some other continuing identifying with indebtedness, receivership, liquidation or task for
12.4. Refund or Payment upon Termination :In the event that this Agreement is ended by You as per Section 12.3 (Termination), We won’t REFUND You any prepaid expenses covering the rest of the term of all Order Forms after the effective date of termination.If this Agreement is ended by Us as per Section 12.3, You will pay any neglected expenses covering the rest of the term of all Order Forms. In no occasion will end assuage You of Your commitment to pay any expenses payable to Us for the time frame before the viable date of end.
12.5. Your Data Portability and Deletion. We will make Your Data available to You for export or download as provided in the Documentation, prior to the end of your subscription.Toward the finish of your membership period, We will have no commitment to keep up or give any Your Data, and as given in the Documentation will from there on erase or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
12.6. Surviving Provisions : The areas named “Expenses and Payment,” “Restrictive Rights and Licenses,” “Classification,” “Disclaimers,” “Shared Indemnification,” “Constraint of Liability,” “Discount or Payment upon Termination,” “Client Data Portability and Deletion,” “Expulsion of Content and Non-FranchiseWare Company Applications,” “Enduring Provisions” and “General Provisions” will endure any end or lapse of this Agreement.
- WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
13.1.General :Who You are contracting with under this Agreement, what is the postage information to guide notification to under this Agreement, what law will apply in any question or claim emerging out of or regarding this Agreement, and which courts have ward over any such debate or claim, You are contracting with FranchiseWare Company Software Inc., a California and United States federal law. The courts of Alameda County.
13.2. Manner of Giving Notice : Besides as in any case determined in this Agreement, all notification identified with this Agreement will be recorded as a hard copy and will be successful upon (a) individual conveyance, (b) the second business day in the wake of mailing, or (c), aside from notification of end or an indemnifiable case (“Legal Notices”), which will plainly be recognizable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
13.4. No Agency :For the evasion of uncertainty, We are going into this Agreement as head and not as specialist for some other organization. Subject to any allowed Assignment under Section 14.4, the commitments owed by Us under this Agreement will be owed to You exclusively by Us and the commitments owed by You under this Agreement will be owed exclusively to Us.
- GENERAL PROVISIONS
14.1. Export Compliance :The Services, Content, other innovation We make accessible, and subsidiaries thereof might be liable to trade laws and guidelines of the United States and different wards. Each gathering addresses that it isn’t named on any U.S. government denied-party list. You will not allow Users to access or utilize any Service or Content in a U.S
14.2. Anti-Corruption :You concur that You have not gotten or been offered any illicit or inappropriate pay off, payoff, installment, blessing, or thing of significant worth from any of Our workers or specialists in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.In the event that You learn of any infringement of the above limitation, You will utilize sensible endeavors to expeditiously inform Us at HR@FranchiseWare Company.com
14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
Neither one of the parties may relegate any of its privileges or commitments hereunder, regardless of whether by activity of law or something else, without the other party’s earlier composed assent (not to be absurdly (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a consolidation, obtaining, corporate revamping, or offer of all or considerably the entirety of its resources. Despite the prior, if a gathering is procured by, offers considerably the entirety of its resources for, or goes through a difference in charge for, an immediate contender of the other party, at that point such other gathering may end this Agreement upon composed notification. In case of such an end, We won’t REFUND to You any prepaid expenses allocable to the rest of the term of all memberships for the time after the effective date of such termination.Subject to the previous, this Agreement will tie and acclimate to the advantage of the gatherings, their separate replacements and allowed relegates.
14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.6. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
14.7. Waiver. . No disappointment or postponement by one or the other party in practicing any privilege under this Agreement will establish a waiver of that right.
In the event that any arrangement of this Agreement is held by a court of capable ward to be in opposition to law, the arrangement will be considered invalid and void, and the remaining provisions of this Agreement will remain in effect.
will stay in full power and impact; (iii) You concur that any case or cause in regard of our services should be recorded inside a quarter of a year after such case or cause emerged, or the said guarantee or cause will be everlastingly banned, regardless of any contrary legislation.
IN THE EVENT THAT YOU ARE GOING INTO THIS CONCESSION TO
BENEFIT OF AN COMPANY OR OTHER LAWFUL ELEMENT, YOU ADDRESS THAT YOU HAVE THE
POSITION TO TIE SUCH ENTITY AND ITS.