“Activation Link” means the link through which Customer may sign up and make payment in order to receive Services.“Customer Content” means content, data, and information submitted to the Services by Customer or by a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers and visitors to Customer’s website(s).“Documentation” means Frank Beddor's then-current generally available documentation, specifications, user manuals, etc. for the Services, which can be located at www.frankbeddor.com or such other URL as may provide from time to time, as well as any documentation included in or attached to any Order Form or such other Services-related documents provided to Customer.“Order Form” the document describing the Services and pricing purchased by Customer and which incorporates these Terms of Service.“Platform” means Frank Beddor's proprietary, enterprise-level messaging platform.“Personal Data” means any information relating to an identified or identifiable individual.“Services” means Frank Beddor's products and/or services provided to Customer.“Subscription Term” means the term for the Services set forth in the applicable Order Form or Activation Link.“User” means an individual employee, consultant, contractor, or agent of Customer who has been authorized by Customer to use the Platform on behalf of Customer and its Affiliates.General Commercial TermsWarranties. Frank Beddor represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.Use and Limitations of Use.Acceptable Use. You agree to comply with our Acceptable Use Policy.Prohibited and Unauthorized Use.
You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (l12 modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Frank Beddor's Acceptable Use Policy. Frank Beddor may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.No Sensitive Information. YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. FRANK BEDDOR WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.Subscription Term and Termination.Term and Renewal. Your initial Subscription Term will be set forth in the Order Form or Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.Termination.
You own and retain all the rights to your Customer Content and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Content. You grant permission to us to use the Customer Content as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Frank Beddor may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.Indemnification. Frank Beddor will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of a final settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Frank Beddor, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Frank Beddor's Confidential Information includes, but is not limited to, information Frank Beddor provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Frank Beddor. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry-standard and commercially reasonable measures typically used in similar commercial sectors.The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information.The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.
You grant us the right to add your name and company logo to our customer list and website.Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS 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 AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. FRANK BEDDOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.Limitation of Liability.
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO FRANK BEDDOR IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. FRANK BEDDOR IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.General ProvisionsForce Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.Relationship of the Parties.
The parties understand and agree that no joint venture, partnership, employment, or agency relationship exists between us.Compliance with Laws.
We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.No Waiver.
No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.Severability. If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.Notices. Notice to Frank Beddor's will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Frank Beddor's subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.Entire Agreement.
These Terms of Service (together with any Order Forms and Activation Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.Assignment.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service (including all Order Forms and Activation Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.No Third-Party Beneficiaries.
No person or entity not a party to the Agreement will be a third-party beneficiary.Authority. Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.Precedence.
In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.Governing law. These Terms of Service shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law provisions.
We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.