ActiveDEMAND SOFTWARE AS A SERVICE AGREEMENT
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE COMPLETING REGISTRATION. BY SELECTING “I ACCEPT” OR OTHERWISE COMPLETING THE REGISTRATION AND ORDERING THE SOFTWARE SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT. YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND POWER TO BIND A COMPANY OR LEGAL ENTITY IN THE CASE YOU ENTER THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY. IF YOU DO NOT AGREE TO EACH TERM AND CONDITION OF THIS AGREEMENT DO NOT COMPLETE THE REGISTRATION, AND SELECT “I DECLINE”. YOU MAY NOT USE THESE SERVICES WITHOUT ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND COMPLETING REGISTRATION.
Upon selecting “I Accept” you (the “Subscriber”) and JumpDEMAND Inc. (the “Service Provider”) are bound by this Agreement effective immediately (the “Effective Date”). Service Provider agrees, on a subscription basis specific to the Subscriber, to allow Subscriber access to certain web-hosted inbound marketing applications, tools, platforms, on an online and offline basis as required, developed by Service Provider, and provide access to additional ancillary online and offline products, software, and web hosting as part of Subscriber’s subscription (collectively, the “Services”).
For greater clarity, the subscription for the Services does not include customization, integration, training services, consulting services, or professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Services, and are identified as being provided by third parties, including but not limited Service Provider’s applications (“Third Party Products”).
Service Provider grants Subscriber a renewable, irrevocable (except as expressly provided for herein), non-exclusive, royalty-free, and worldwide right for any Subscriber employee, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an “Authorized User”) to access and use the Services. Other than those limitations expressly provided to Service Provider in writing by Subscriber, Authorized Users will have no other limitations on their access or use of the Services.
The Services are provided on a tiered basis such tiers are available at https://www.activedemand.com/pricing/ (the “Pricing Link”), or as otherwise provided by Service Provider in a customized quote of fees for the Services exclusively to Subscriber (the “Quote”) the fees cited at the Pricing Link or in the Quote are the “Subscription Fee”). The Subscription Fee shall be set on the Effective Date in accordance with the Subscription Fees posted on the Pricing Link on the Effective Date or or in the Quote. Subscriber agrees to subscribe for the initial number of Authorized Users described in the Pricing Link on the Effective Date or or the Quote (the “Minimum Commitment”).
Subscriber is entitled to increase or decrease the number of Authorized Users on an as-requested basis; provided, however, that Subscriber shall maintain the Minimum Commitment unless Subscriber and Service Provider otherwise agree in writing to adjust the Minimum Commitment. Should Subscriber elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users to the corresponding tier described in the Pricing Link in effect on the date requested or the Quote, and adjust the Subscription Fee (as defined in the Pricing Link in effect on the date requested, or the Quote, within five (5) business days from Subscriber’s written request.
Subscriber may subscribe to optional features of the Services that Service Provider may offer at an additional fee from time to time, as agreed to between the parties, and such added elements of the Service shall, starting with the date on which the parties agree to the addition, be added to the Subscriber’s Subscription Fee payable under this Agreement.
For greater clarity, the Technical Support for the Services does not include advice or help with customization, integration, training services, consulting services, or professional services, online web-based applications and offline software products that are provided by Service Provider or related to Third Party Products, that interoperate with, or are used in connection with the Services. The Subscription Fee shall be inclusive of the fees for Technical Support.
Following the Initial Term and unless otherwise terminated pursuant to this Agreement, the Subscription shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) until such time as a party provides the other party with written notice of termination; provided, however, that: (a) such notice be given no fewer than thirty (30) calendar days prior to the last day of the then-current term; and, (b) any such termination shall be effective as of the date that would have been the first day of the next Renewal Term (the “Termination Notice”).
Service Provider shall comply with all laws and regulations related to the Tracking Services and personal privacy in the jurisdictions in which Service Provider is incorporated. Service Provider shall have no obligation or liability whatsoever to ensure the Tracking Services comply with any relevant laws, regulations, or codes of conduct of the jurisdictions in which Subscriber utilizes the Tracking Services or any other Services provided by Service Provider.
The provisions of this Section shall survive the termination of this Agreement.
SERVICE PROVIDER DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT SERVICE PROVIDER WILL CORRECT ALL SERVICE ERRORS. SUBSCRIBER ACKNOWLEDGE THAT SERVICE PROVIDER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SERVICE PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
TO THE GREATEST EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS, OR ENVIRONMENTS FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
In respect to PII, notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Service Provider has taken to protect the affected individual; and what steps the affected individual can take to protect himself or herself. This Section shall survive the termination of this Agreement.
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT.
This Section shall survive the termination of this Agreement.
The parties have caused this Agreement to be executed by their duty authorized representatives as of the Effective Date by completing this registration and clicking “I Accept”.