SyncStream Solutions SUBSCRIPTION SERVICES AGREEMENT
This Subscription Services Agreement, including the Quote which by this reference is incorporated herein (this "Agreement"), is a binding agreement between SyncStream Solutions, LLC ("Provider") and the person or entity identified on the Quote as the Customer of the Software ("Customer"). Company hereby agrees to give an approved business or individual (“User”) access to certain of Company’s Services as defined and referenced in the Quote (as defined below) to User and to provide certain services associated with such Services (the “Services”) to User, subject to the terms and conditions set forth in this Agreement.
PROVIDER PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY [CLICKING THE "ACCEPT" BUTTON/CHECKING THE "ACCEPT" BOX ON THE ORDER FORM] YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROVIDER WILL NOT AND DOES NOT LICENSE THE SERVICES TO CUSTOMER AND YOU MAY NOT UTILIZE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SERVICES THAT CUSTOMER DID NOT ACQUIRE LAWFULLY.
1.1. Affiliate means any company that (i) controls, (ii) is controlled by or (iii) is under common control with either Party or its parent corporation. A company shall be deemed to control a company if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting securities, by contract, or otherwise.
1.2. Agreement means this Subscription Services Agreement, Quote, Schedules (attached to or within the Quote), and such other documents, attachments and exhibits that the parties’ authorized representatives mutually agree to in writing.
1.3. Client means the entity set forth on the Quote and receiving Subscription Services under the Agreement.
1.4. Client Data means all required electronic data or information submitted by Client to Company for the provision of Subscription Services.
1.5. Collection Fees has the meaning set forth in Section 3.2.
1.6. Company means the entity set forth on the Quote and providing Subscription Services under the Agreement.
1.7. Content means materials provided or posted by Company in connection with the Subscription Services, including but not limited manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Content, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
1.8. Documentation means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof
1.9. Effective Date means the date defined within the Quote, or if no such date is defined, the date Customer accepts this Agreement by clicking ‘Accept’.
1.10. Initial Term has the meaning set forth in Section 8.1
1.11. Intellectual Property means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, User interfaces and screen designs, general purpose consulting and software tools, utilities and routines, logic, coherence andmethods of operation of systems, trainingmethodology andmaterials, which Company has created, acquired or otherwise has rights in, and may, in connection with the performance of Subscription hereunder, create, employ, provide, modify, acquire or otherwise obtain rights in.
1.12. Quote means the document(s), regardless of actual name, executed by the parties from time to time, which incorporates by reference the terms of this Agreement and describes order-specific information such as description of Subscription Services ordered, fees, and other business terms. Statement of Work (SOW) shall be synonymous with Quote.
1.13. Renewal Term has the meaning set forth in Section 8.2.
1.14. Resultant Data means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services
1.15. Schedule means a product-specific set of terms and conditions that serves as an addendum to the Quote.
1.16. Site means the web interface at a URL designated by Company.
1.17. Subscription Services means services described in the relevant schedule.
1.18. Subscription Start Date means the date specified on the Quote.
1.19. Term has the meaning set forth in Section 8.2.
1.20. User(s) means those persons who (a) have been authorized by Client to access and use the Subscription Services; (b) have complied with any registration requirements reasonably requested by Company, (c) have been issued a personal and unique User ID and Password; and (c) have acknowledged, where required, the terms and conditions applicable to the particular Subscription Services. Only current employees and independent contractors of Client are eligible to be Users.
2. USE RIGHTS
2.1. Grant of Use. Subject to and conditioned on Customer's and its Users' compliance with the terms of the Agreement, Company grants to Client the right to access and use the Subscription Services described in the Quote, solely for its internal business purposes. SyncStream Solutions Subscription Services Agreement 2/2019
2.2. Documentation License. Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 9.3) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services
2.3. Authorized Users. Client shall provide Company with the required demographic data for all Users in the specified electronic format provided by Company to complete the initial registration process. Client agrees not to activate and deactivate Users repeatedly as a method of keeping the number of Users within range of the Quote.
2.4. Acceptable Use. Client and all Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Client agrees and shall ensure that Users agree not to post or upload any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (ii) contains computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable law. Client further agrees and shall ensure that Users agree not to interfere or disrupt networks connected to the Subscription Services, not to interfere with another entity's use of similar services and to comply with all regulations, policies and procedures of networks connected to the Subscription Services. Company may remove any violating content posted on the Subscription Services or transmitted through the Subscription Services without notice. Company may suspend or terminate any User’s access to the Subscription Services in the event that Company reasonably determines that such User has violated the terms and conditions of this Agreement.
2.5. Restrictions. Client shall not itself, or through any affiliate, employee, contractor, agent or other third party (i) sell, resell, distribute, host, lease, rent, license or sublicense any Services, the Site, or Content or access thereto to any Person, in whole or in part, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Subscription Services, in whole or in part; (iii) allow access to, provide, divulge or make available the Site or the Subscription Services to anyone other than an authorized User; (v) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Company’s Systems, or Company’s provision of services to any third party, in whole or in part (iv) create derivative works based upon the Subscription Services; or modify, adapt, translate or otherwise make any changes to the Subscription Services or any part thereof; (vi) disclose or publish, without Company’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Subscription Services; or (vii) remove from any Subscription Services or other materials owned by Company identification, patent, copyright, trademark or other notices. Proprietary notices, including without limitation patents, copyrights and trademarks notices, as well as disclaimer notices, must be reproduced on any such authorized copies.
2.6. Enforcement. Client shall (i) ensure that all Users of Subscription Services comply with the terms and conditions of this Agreement, (ii) promptly notify Company of for all acts and omissions of its Users in connection with their access and use of the Subscription Services.
2.7. Environment. The Subscription Services will be hosted on a server that is maintained by Company or its designated third-party subcontractor. User access to the Subscription Services is provided through the Site. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Site, including but not limited to Internet access and telecommunications network with adequate bandwidth.
2.8. Availability. Company shall use commercially reasonable efforts to make the Subscription Services available 24x7, except for scheduled downtime events where notice is provided to Client, emergency downtime events, or Internet service provider failures or delays. Company will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Client acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications; Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.
2.9. Content. Access to Content, if applicable, shall be provided by Company through the Subscription Services. Client is responsible for selecting which Content will be available to authorized Users. Company continuously reviews and updates Content based on an ongoing-needs analysis. Company reserves the right to add, revise, or withdraw from its Content any item or part of an item in its sole discretion.
2.10. Passwords. Client is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. Client is entirely responsible for any and all activities that occur under its account. Client shall immediately notify Company of any unauthorized use or any other breach of security known to Client. Company shall have no liability for any loss or damage arising from Client’s failure to comply with these requirements.
2.11. Client Data Responsibilities. Client shall be solely responsible for the accuracy, quality, integrity and legality of data uploaded in the Subscription Services by Client. Client shall own or shall obtain all proprietary rights necessary, including copyrights, patents, and trade secrets, in and to any content or data it provides, develops, or uploads for use in the Subscription Services. Client authorizes Company and the data center to serve as the host and repository for the data Client enters into the Subscription Services.
2.12. Changes. Company reserves the right, in its sole discretion, to make changes to the Services and Content that it deems necessary to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its customers; (ii) the competitive strength of or market for Provider's services; or (iii) the Services' cost efficiency or performance; (b) to comply with applicable Law; (c) add and/or substitute functionally equivalent products in the event of (i) product unavailability; (ii) end-of-life, changes to software requirements; or (iii) to comply with applicable law. Company regularly updates the Subscription Services, meaning that such Subscription Services are continually evolving. Some of these changes will occur automatically, while others may require Client to schedule and implement the changes.