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 ("Company") 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.
COMPANY 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 OR 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, COMPANY 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. Collection Fees has the meaning set forth in Section 3.2.
1.4. Company means the entity set forth on the Quote and providing Subscription Services under the Agreement.
1.5. 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 Company 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.
1.6. Customer means the entity set forth on the Quote and receiving Subscription Services under the Agreement.
1.7. Customer Data means all required electronic data or information submitted by Customer to Company for the provision of Subscription Services.
1.8. Documentation means any manuals, instructions, or other documents or materials that the Company provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Company 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 and methods of operation of systems, training methodology and materials, 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 Company 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 Customer 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 Customer are eligible to be Users.