/Docs/G/TechContracts/SaaS/ToS-Simple/Form/0.md
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"data" {- "Ti" : "Terms of Service" ,
"0.0.sec" : "Posted/Revised: ", "Doc.Date.YMD", "" ,
"0.1.sec" : "<span style=\"text-transform:uppercase\">Please read these terms of service carefully.</span>" ,
"0.2.sec" : "<span style=\"text-transform:uppercase\">By clicking \u201caccepted and agreed to,\u201d ", "_Customer", " agrees to these terms and conditions.</span>" ,
"0.3.sec" : "These Terms of Service constitute an agreement (this \u201c", "DefT.Agreement", "\u201d) by and between ", "Vendor.US.N,E,A", " (\u201c", "DefT.Vendor", "\u201d) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this ", "_Agreement", " (\u201c", "DefT.Customer", "\u201d). This ", "_Agreement", " is effective as of the date ", "_Customer", " clicks \u201cAccepted and Agreed To\u201d (the \u201c", "DefT.Effective_Date", "\u201d). ", "_Customer", "\u2019s use of and ", "_Vendor", "\u2019s provision of ", "_Vendor", "\u2019s ", "_System", " (as defined below in Section 1.6. are governed by this ", "_Agreement", "." ,
"0.4.sec" : "<span style=\"text-transform:uppercase\">Each party acknowledges that it has read this ", "_Agreement", ", understands it, and agrees to be bound by its terms, and that the person signing on its behalf has been authorized to do so. The person executing this ", "_Agreement", " on ", "_Customer", "\u2019s behalf represents that he or she has the authority to bind ", "_Customer", " to these terms and conditions.</span>" ,
"Def.Ti" : "Definitions" ,
"Def.Intro.sec" : "The following capitalized terms will have the following meanings whenever used in this ", "_Agreement", "." ,
"Def.AUP.sec" : "\u201c", "_AUP", "\u201d means ", "_Vendor", "\u2019s acceptable use policy currently posted at ", "AUP.Posted.Link", "." ,
"Def.Customer_Data.sec" : "\u201c", "_Customer_Data", "\u201d means data in electronic form input or collected through the ", "_System", " by or from ", "_Customer", ", including without limitation by ", "_Customer", "\u2019s ", "_Users", "." ,
"Def.Documentation.sec" : "\u201c", "_Documentation", "\u201d means ", "_Vendor", "'s standard manual related to use of the ", "_System", ", as well as ", "Documentation.Supplemental.Description.cl", "." ,
"Def.Order.sec" : "\u201c", "_Order", "\u201d means an order for access to the ", "_System", ", executed as follows: ", "Order.SignatureProcess.cl", "." ,
"Def.Privacy_Policy.sec" : "\u201c", "_Privacy_Policy", "\u201d means ", "_Vendor", "\u2019s privacy policy, currently posted at ", "PrivacyPolicy.Posted.Link", "." ,
"Def.System.sec" : "\u201c", "_System", "\u201d means ", "_Vendor", "\u2019s ", "System.Description.cl", "." ,
"Def.SLA.sec" : "\u201c", "_SLA", "\u201d means ", "_Vendor", "\u2019s standard service level agreement, currently posted at ", "SLA.Posted.Link", "." ,
"Def.Term.ref" : "\u201c", "_Term", "\u201d is defined in Section 11.1 below." ,
"Def.User.sec" : "\u201c", "_User", "\u201d means any individual who uses the ", "_System", " on ", "_Customer", "\u2019s behalf or through ", "_Customer", "\u2019s account or passwords, whether authorized or not." ,
"Def.sec" : "", "Def.Intro.sec", "<ul type='none'><li>", "Def.AUP.sec", "<li>", "Def.Customer_Data.sec", "<li>", "Def.Documentation.sec", "<li>", "Def.Order.sec", "<li>", "Def.Privacy_Policy.sec", "<li>", "Def.System.sec", "<li>", "Def.SLA.sec", "<li>", "Def.Term.ref", "<li>", "Def.User.sec", "</ul>" ,
"1.Sec" : "", "Def.Sec", "" ,
"2.Ti" : "The System " ,
"2.1.Ti" : "Use of the System" ,
"2.1.sec" : "During the Term, ", "_Customer", " may access and use the ", "_System", " pursuant to the terms of any outstanding ", "_Order", ", including such features and functions as the ", "_Order", " requires." ,
"2.2.Ti" : "Service Levels" ,
"2.2.sec" : "", "_Vendor", " shall provide the remedies listed in the ", "_SLA", " for any failure of the ", "_System", " listed in the ", "_SLA", ". Such remedies are ", "_Customer", "\u2019s sole remedy for any failure of the ", "_System", ", and ", "_Customer", " recognizes and agrees that if the ", "_SLA", " does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the ", "_SLA", " apply to outstanding or future invoices only and are forfeit upon termination of this ", "_Agreement", ". ", "_Vendor", " is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this ", "_Agreement", "." ,
"2.3.Ti" : "Documentation" ,
"2.3.sec" : "", "_Customer", " may reproduce and use the ", "_Documentation", " solely as necessary to support ", "_Users", "\u2019 use of the ", "_System", "." ,
"2.4.Ti" : "System Revisions" ,
"2.4.sec" : "", "_Vendor", " may revise ", "_System", " features and functions or the ", "_SLA", " at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the ", "_System", " materially reduces features or functionality provided pursuant to an ", "_Order", ", ", "_Customer", " may within 30 days of notice of the revision terminate such ", "_Order", ", without cause, or terminate this ", "_Agreement", " without cause if such ", "_Order", " is the only one outstanding." ,
"3.Ti" : "Payment" ,
"3.1.Ti" : "Subscription Fees" ,
"3.1.sec" : "", "_Customer", " shall pay ", "_Vendor", " the fee set forth in each ", "_Order", " (the \u201c", "DefT.Subscription_Fee", "\u201d) for each ", "_Term", ". ", "_Vendor", "\u2019s invoices are due within 30 days of issuance. For late payment, ", "_Customer", " shall pay interest charges from the time the payment was due at the rate that is the lower of ", "Payment.Late.InterestPerMonth.%", " per month or the highest rate permissible under applicable law. ", "_Vendor", " will not be required to refund the ", "_Subscription_Fee", " under any circumstances." ,
"3.2.Ti" : "Taxes" ,
"3.2.sec" : "Amounts due under this ", "_Agreement", " are payable to ", "_Vendor", " without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, ", "_Customer", " shall separately pay ", "_Vendor", " the withheld or deducted amount. However, the prior two sentences do not apply to taxes based on ", "_Vendor", "\u2019s net income." ,
"4.Ti" : "Customer Data & Privacy" ,
"4.1.Ti" : "Use of Customer Data" ,
"4.1.sec" : "Unless it receives ", "_Customer", "\u2019s prior written consent, ", "_Vendor", ": (a) shall not access, process, or otherwise use ", "_Customer_Data", " other than as necessary to facilitate the ", "_System", "; and (b) shall not intentionally grant any third party access to ", "_Customer_Data", ", including without limitation ", "_Vendor", "\u2019s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, ", "_Vendor", " may disclose ", "_Customer_Data", " as required by applicable law or by proper legal or governmental authority. ", "_Vendor", " shall give ", "_Customer", " prompt notice of any such legal or governmental demand and reasonably cooperate with ", "_Customer", " in any effort to seek a protective order or otherwise to contest such required disclosure, at ", "_Customer", "\u2019s expense. As between the parties, ", "_Customer", " retains ownership of ", "_Customer_Data", "." ,
"4.2.Ti" : "Privacy Policy" ,
"4.2.sec" : "The Privacy Policy applies only to the ", "_System", " and does not apply to any third party website or service linked to the ", "_System", " or recommended or referred to through the ", "_System", " or by ", "_Vendor", "\u2019s staff." ,
"4.3.Ti" : "Risk of Exposure" ,
"4.3.sec" : "", "_Customer", " recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the ", "_System", ", ", "_Customer", " assumes such risks. ", "_Vendor", " offers no representation, warranty, or guarantee that ", "_Customer_Data", " will not be exposed or disclosed through errors or the actions of third parties." ,
"4.4.Ti" : "Data Accuracy" ,
"4.4.sec" : "", "_Vendor", " will have no responsibility or liability for the accuracy of data uploaded to the ", "_System", " by ", "_Customer", ", including without limitation ", "_Customer_Data", " and any other data uploaded by ", "_Users", "." ,
"4.5.Ti" : "Data Deletion" ,
"4.5.sec" : "", "_Vendor", " may permanently erase ", "_Customer_Data", " if ", "_Customer", "\u2019s account is delinquent, suspended, or terminated for 30 days or more." ,
"4.6.Ti" : "Excluded Data" ,
"4.6.sec" : "", "_Customer", " represents and warrants that ", "_Customer_Data", " does not and will not include, and ", "_Customer", " has not and shall not upload or transmit to ", "_Vendor", "'s computers or other media, any data (\u201c", "DefT.Excluded_Data", "\u201d) regulated pursuant to ", "ExcludedDataLaws.Description.cl", " (the \"", "DefT.Excluded_Data_Laws", "\"). <span style=\"text-transform:uppercase\">", "_Customer", " recognizes and agrees that: (a) ", "_Vendor", " has no liability for any failure to provide protections set forth in the ", "_Excluded_Data_Laws", " or otherwise to protect ", "_Excluded_Data", "; and (b) ", "_Vendor", "\u2019s ", "_Systems", " are not intended for management or protection of ", "_Excluded_Data", " and may not provide adequate or legally required security for ", "_Excluded_Data", ".</span>" ,
"4.7.Ti" : "Aggregate & Anonymized Data" ,
"4.7.sec" : "Notwithstanding the provisions above of this Article 4, ", "_Vendor", " may use, reproduce, sell, publicize, or otherwise exploit ", "_Aggregate_Data", " in any way, in its sole discretion. (\u201c", "DefT.Aggregate_Data", "\u201d refers to ", "_Customer_Data", " with the following removed: personally identifiable information and the names and addresses of ", "_Customer", " and any of its ", "_Users", " or customers.)" ,
"5.Ti" : "", "_Customer", "\u2019s Responsibilities & Restrictions" ,
"5.1.Ti" : "Acceptable Use" ,
"5.1.sec" : "", "_Customer", " shall comply with the ", "_AUP", ". ", "_Customer", " shall not: (a) use the ", "_System", " for service bureau or time-sharing purposes or in any other way allow third parties to exploit the ", "_System", "; (b) provide ", "_System", " passwords or other log-in information to any third party; (c) share non-public ", "_System", " features or content with any third party; (d) access the ", "_System", " in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the ", "_System", ", or to copy any ideas, features, functions or graphics of the ", "_System", "; or (e) engage in web scraping or data scraping on or related to the ", "_System", ", including without limitation collection of information through any software that simulates human activity or any bot or web crawler. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by ", "_Users", ", ", "_Vendor", " may suspend ", "_Customer", "\u2019s access to the ", "_System", " without advanced notice, in addition to such other remedies as ", "_Vendor", " may have. Neither this ", "_Agreement", " nor the ", "_AUP", " requires that ", "_Vendor", " take any action against ", "_Customer", " or any ", "_User", " or other third party for violating the ", "_AUP", ", this Section 5.1, or this ", "_Agreement", ", but ", "_Vendor", " is free to take any such action it sees fit." ,
"5.2.Ti" : "Unauthorized Access" ,
"5.2.sec" : "", "_Customer", " shall take reasonable steps to prevent unauthorized access to the ", "_System", ", including without limitation by protecting its passwords and other log-in information. ", "_Customer", " shall notify ", "_Vendor", " immediately of any known or suspected unauthorized use of the ", "_System", " or breach of its security and shall use best efforts to stop said breach." ,
"5.3.Ti" : "Compliance with Laws" ,
"5.3.sec" : "In its use of the ", "_System", ", ", "_Customer", " shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of ", "_Customer_Data", "." ,
"5.4.Ti" : "Users & System Access" ,
"5.4.sec" : "", "_Customer", " is responsible and liable for: (a) ", "_Users", "\u2019 use of the ", "_System", ", including without limitation unauthorized ", "_User", " conduct and any ", "_User", " conduct that would violate the ", "_AUP", " or the requirements of this ", "_Agreement", " applicable to ", "_Customer", "; and (b) any use of the ", "_System", " through ", "_Customer", "\u2019s account, whether authorized or unauthorized." ,
"6.Ti" : "IP & Feedback" ,
"6.1.Ti" : "IP Rights to the System" ,
"6.1.sec" : "", "_Vendor", " retains all right, title, and interest in and to the ", "_System", ", including without limitation all software used to provide the ", "_System", " and all graphics, user interfaces, logos, and trademarks reproduced through the ", "_System", ". This ", "_Agreement", " does not grant ", "_Customer", " any intellectual property license or rights in or to the ", "_System", " or any of its components. ", "_Customer", " recognizes that the ", "_System", " and its components are protected by copyright and other laws." ,
"6.2.Ti" : "Feedback" ,
"6.2.sec" : "", "_Vendor", " has not agreed to and does not agree to treat as confidential any ", "_Feedback", " (as defined below) ", "_Customer", " or ", "_Users", " provide to ", "_Vendor", ", and nothing in this ", "_Agreement", " or in the parties\u2019 dealings arising out of or related to this ", "_Agreement", " will restrict ", "_Vendor", "\u2019s right to use, profit from, disclose, publish, keep secret, or otherwise exploit ", "_Feedback", ", without compensating or crediting ", "_Customer", " or the ", "_User", " in question. Notwithstanding the provisions of Article 7 below, ", "_Feedback", " will not be considered ", "_Confidential_Information", ". (\u201c", "DefT.Feedback", "\u201d refers to any suggestion or idea for improving or otherwise modifying any of ", "_Vendor", "\u2019s products or services.)" ,
"7.Ti" : "Confidential Information" ,
"7.0.sec" : "\u201c", "DefT.Confidential_Information", "\u201d refers to the following items ", "_Vendor", " discloses to ", "_Customer", ": (a) any document ", "_Vendor", " marks \u201cConfidential\u201d; (b) any information ", "_Vendor", " orally designates as \u201cConfidential\u201d at the time of disclosure, provided ", "_Vendor", " confirms such designation in writing within ", "ConfInfo.MarkAfterDisclose.With.BusinessDays", " business days; (c) the ", "_Documentation", " and ", "ConfInfo.DeemedMarked.Description.cl", ", whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information ", "_Customer", " should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, ", "_Confidential_Information", " does not include information that: (i) is in ", "_Customer", "\u2019s possession at the time of disclosure; (ii) is independently developed by ", "_Customer", " without use of or reference to ", "_Confidential_Information", "; (iii) becomes known publicly, before or after disclosure, other than as a result of ", "_Customer", "\u2019s improper action or inaction; or (iv) is approved for release in writing by ", "_Customer", ". ", "_Customer", " is on notice that the ", "_Confidential_Information", " may include ", "_Vendor", "\u2019s valuable trade secrets." ,
"7.1.Ti" : "Nondisclosure" ,
"7.1.sec" : "", "_Customer", " shall not use ", "_Confidential_Information", " for any purpose other than ", "Purpose.Description.cl", " (the \u201c", "DefT.Purpose", "\u201d). ", "_Customer", ": (a) shall not disclose ", "_Confidential_Information", " to any employee or contractor of ", "_Customer", " unless such person needs access in order to facilitate the ", "_Purpose", " and executes a nondisclosure agreement with ", "_Customer", " with terms no less restrictive than those of this Article 7; and (b) shall not disclose ", "_Confidential_Information", " to any other third party without ", "_Vendor", "\u2019s prior written consent. Without limiting the generality of the foregoing, ", "_Customer", " shall protect ", "_Confidential_Information", " with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. ", "_Customer", " shall promptly notify ", "_Vendor", " of any misuse or misappropriation of ", "_Confidential_Information", " that comes to ", "_Customer", "\u2019s attention. Notwithstanding the foregoing, ", "_Customer", " may disclose ", "_Confidential_Information", " as required by applicable law or by proper legal or governmental authority. ", "_Customer", " shall give ", "_Vendor", " prompt notice of any such legal or governmental demand and reasonably cooperate with ", "_Vendor", " in any effort to seek a protective order or otherwise to contest such required disclosure, at ", "_Vendor", "\u2019s expense." ,
"7.2.Ti" : "Injunction" ,
"7.2.sec" : "", "_Customer", " agrees that breach of this Article 7 would cause ", "_Vendor", " irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, ", "_Vendor", " will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security." ,
"7.3.Ti" : "Termination & Return" ,
"7.3.sec" : "With respect to each item of ", "_Confidential_Information", ", the obligations of Section 7.1 above (Nondisclosure) will terminate ", "ConfInfo.Engage.EndAfterDisclosure.Period", " after the date of disclosure; provided that such obligations related to ", "_Confidential_Information", " constituting ", "_Vendor", "\u2019s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this ", "_Agreement", ", ", "_Customer", " shall return all copies of ", "_Confidential_Information", " to ", "_Vendor", " or certify, in writing, the destruction thereof." ,
"7.4.Ti" : "Retention of Rights" ,
"7.4.sec" : "This ", "_Agreement", " does not transfer ownership of ", "_Confidential_Information", " or grant a license thereto. ", "_Vendor", " will retain all right, title, and interest in and to all ", "_Confidential_Information", "." ,
"7.5.Ti" : "Exception & Immunity" ,
"7.5.0.sec" : "Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), ", "_Customer", " is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this ", "_Agreement", ":" ,
"7.5.1.Ti" : "Immunity" ,
"7.5.1.sec" : "An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." ,
"7.5.2.Ti" : "Use of Trade Secret Information in Anti-Retaliation Lawsuit" ,
"7.5.2.sec" : "An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order." ,
"8.Ti" : "Representations & Warranties" ,
"8.1.Ti" : "From ", "_Vendor", "" ,
"8.1.sec" : "", "_Vendor", " represents and warrants that it is the owner of the ", "_System", " and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the ", "_System", " set forth in this ", "_Agreement", " without the further consent of any third party. ", "_Vendor", "\u2019s representations and warranties in the preceding sentence do not apply to use of the ", "_System", " in combination with hardware or software not provided by ", "_Vendor", ". In the event of a breach of the warranty in this Section 8.1, ", "_Vendor", ", at its own expense, shall promptly take the following actions: (a) secure for ", "_Customer", " the right to continue using the ", "_System", "; (b) replace or modify the ", "_System", " to make it noninfringing; or (c) terminate the infringing features of the Service and refund to ", "_Customer", " any prepaid fees for such features, in proportion to the portion of the ", "_Term", " left after such termination. In conjunction with ", "_Customer", "\u2019s right to terminate for breach where applicable, the preceding sentence states ", "_Vendor", "\u2019s sole obligation and liability, and ", "_Customer", "\u2019s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the ", "_System", "." ,
"8.2.Ti" : "From Customer" ,
"8.2.sec" : "", "_Customer", " represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this ", "_Agreement", " and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this ", "_Agreement", "; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the ", "_System", "; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law." ,
"8.3.Ti" : "Warranty Disclaimers" ,
"8.3.sec" : "Except to the extent set forth in the ", "_SLA", " and in Section 8.1 above, <span style=\"text-transform:uppercase\">", "_Customer", " accepts the ", "_System", " \u201cas is\u201d and as available, with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or noninfringement of intellectual property rights, or any implied warranty arising from statute, course of dealing, course of performance, or usage of trade. without limiting the generality of the foregoing: (a) ", "_Vendor", " has no obligation to indemnify or defend ", "_Customer", " or users against claims related to infringement of intellectual property; (b) ", "_Vendor", " does not represent or warrant that the ", "_System", " will perform without interruption or error; and (c) ", "_Vendor", " does not represent or warrant that the ", "_System", " is secure from hacking or other unauthorized intrusion or that ", "_Customer", " data will remain private or secure.</span> " ,
"9.Ti" : "Indemnification" ,
"9.sec" : "", "_Customer", " shall defend, indemnify, and hold harmless ", "_Vendor", " and the ", "_Vendor_Associates", " (as defined below) against any \u201c", "DefT.Indemnified_Claim.sec", ",\u201d meaning any third party claim, suit, or proceeding arising out of or related to ", "_Customer", "'s alleged or actual use of, misuse of, or failure to use the ", "_System", ", including without limitation: (a) claims by ", "_Users", " or by ", "_Customer", "'s employees, as well as by ", "_Customer", "\u2019s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including ", "_Customer_Data", "; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the ", "_System", " through ", "_Customer", "\u2019s account, including without limitation by ", "_Customer_Data", "; and (d) claims that use of the ", "_System", " through ", "_Customer", "\u2019s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. ", "_Indemnified_Claims", " include, without limitation, claims arising out of or related to ", "_Vendor", "\u2019s negligence. ", "_Customer", "\u2019s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at ", "_Customer", "\u2019s expense and payment of judgments. ", "_Vendor", " will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The \u201c", "_Vendor_Associates", "\u201d are ", "_Vendor", "\u2019s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)" ,
"10.Ti" : "Limitation of Liability" ,
"10.1.Ti" : "Dollar Cap" ,
"10.1.sec" : "<span style=\"text-transform:uppercase\">", "_Vendor", "\u2019s cumulative liabilty for all claims arising out of or related to this ", "_Agreement", " will not exceed ", "Liable.Limit.Cap.$", ".</span>" ,
"10.2.Ti" : "Excluded Damages" ,
"10.2.sec" : "Except with regard to breaches of Article 7 (Confidential Information), <span style=\"text-transform:uppercase\">in no event will ", "_Vendor", " be liable for lost profits or loss of business or for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this ", "_Agreement", ".</span>" ,
"10.3.Ti" : "Clarifications & Disclaimers" ,
"10.3.sec" : "<span style=\"text-transform:uppercase\">The liabilities limited by this Article 10 apply: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if ", "_Vendor", " is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if ", "_Customer", "\u2019s remedies fail of their essential purpose.</span> If applicable law limits the application of the provisions of this Article 10, ", "_Vendor", "\u2019s liability will be limited to the maximum extent permissible. For the avoidance of doubt, ", "_Vendor", "\u2019s liability limits and other rights set forth in this Article 10 apply likewise to ", "_Vendor", "\u2019s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives." ,
"11.Ti" : "Term & Termination" ,
"11.1.Ti" : "Term" ,
"11.1.sec" : "The term of this ", "_Agreement", " (the \u201c", "DefT.Term", "\u201d) will commence on the ", "_Effective_Date", " and continue for the period set forth in the ", "_Order", " or, if none, for ", "Life.Length.Period", ". Thereafter, the ", "_Term", " will renew for successive ", "Life.Renew.Period", " periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date." ,
"11.2.Ti" : "Termination for Cause" ,
"11.2.sec" : "Either party may terminate this ", "_Agreement", " for the other\u2019s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure." ,
"11.3.Ti" : "Effects of Termination" ,
"11.3.sec" : "Upon termination of this ", "_Agreement", ", ", "_Customer", " shall cease all use of the ", "_System", " and delete, destroy, or return all copies of the ", "_Documentation", " in its possession or control. The following provisions will survive termination or expiration of this ", "_Agreement", ": (a) any obligation of ", "_Customer", " to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this ", "_Agreement", " that must survive to fulfill its essential purpose." ,
"12.Ti" : "Miscellaneous" ,
"12.1.Ti" : "Independent Contractors" ,
"12.1.sec" : "The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other\u2019s behalf." ,
"12.2.Ti" : "Notices" ,
"12.2.sec" : "", "_Vendor", " may send notices pursuant to this ", "_Agreement", " to ", "_Customer", "\u2019s email contact points provided by ", "_Customer", ", and such notices will be deemed received 24 hours after they are sent. ", "_Customer", " may send notices pursuant to this ", "_Agreement", " to ", "Vendor.NoticeRecipient.cl", ", and such notices will be deemed received 72 hours after they are sent. In addition, ", "_Customer", " is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact ", "Vendor.CopyrightComplaints.Recipient.c", "; and (b) ", "_Vendor", " will terminate the accounts of subscribers who are repeat copyright infringers." ,
"12.3.Ti" : "Force Majeure" ,
"12.3.sec" : "No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this ", "_Agreement", " to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party\u2019s reasonable control." ,
"12.4.Ti" : "Assignment & Successors" ,
"12.4.sec" : "", "_Customer", " may not assign this ", "_Agreement", " or any of its rights or obligations hereunder without ", "_Vendor", "\u2019s express written consent. Except to the extent forbidden in this Section 12.4, this ", "_Agreement", " will be binding upon and inure to the benefit of the parties\u2019 respective successors and assigns." ,
"12.5.Ti" : "Severability" ,
"12.5.sec" : "To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this ", "_Agreement", " invalid or otherwise unenforceable in any respect. In the event that a provision of this ", "_Agreement", " is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this ", "_Agreement", " will continue in full force and effect." ,
"12.6.Ti" : "No Waiver" ,
"12.6.sec" : "Neither party will be deemed to have waived any of its rights under this ", "_Agreement", " by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this ", "_Agreement", " will constitute a waiver of any other breach of this ", "_Agreement", "." ,
"12.7.Ti" : "Choice of Law & Jurisdiction" ,
"12.7.sec" : "This ", "_Agreement", " and all claims arising out of or related to this ", "_Agreement", " will be governed solely by the internal laws of the State of ", "Law.State.the", ", including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties\u2019 rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of ", "Forum.cl", ". This Section 12.7 governs all claims arising out of or related to this ", "_Agreement", ", including without limitation tort claims." ,
"12.8.Ti" : "Conflicts" ,
"12.8.sec" : "In the event of any conflict between this ", "_Agreement", " and any ", "_Vendor", " policy posted online, including without limitation the ", "_AUP", " or Privacy Policy, the terms of this ", "_Agreement", " will govern." ,
"12.9.Ti" : "Construction" ,
"12.9.sec" : "The parties agree that the terms of this ", "_Agreement", " result from negotiations between them. This ", "_Agreement", " will not be construed in favor of or against either party by reason of authorship." ,
"12.10.Ti" : "Technology Export" ,
"12.10.sec" : "", "_Customer", " shall not: (a) permit any third party to access or use the ", "_System", " in violation of any U.S. law or regulation; or (b) export any software provided by ", "_Vendor", " or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, ", "_Customer", " shall not permit any third party to access or use the ", "_System", " in, or export such software to, a country subject to a United States embargo (as of the ", "_Effective_Date", ", Cuba, Iran, North Korea, Sudan, and Syria)." ,
"12.11.Ti" : "Entire ", "_Agreement", "" ,
"12.11.sec" : "This ", "_Agreement", " sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications." ,
"12.12.Ti" : "Amendment" ,
"12.12.sec" : "", "_Vendor", " may amend this ", "_Agreement", " from time to time by posting an amended version at its Website and sending ", "_Customer", " written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the \u201c", "DefT.Proposed_Amendment_Date", "\u201d) unless ", "_Customer", " first gives ", "_Vendor", " written notice of rejection of the amendment. In the event of such rejection, this ", "_Agreement", " will continue under its original provisions, and the amendment will become effective at the start of ", "_Customer", "\u2019s next ", "_Term", " following the ", "_Proposed_Amendment_Date", " (unless ", "_Customer", " first terminates this ", "_Agreement", " pursuant to Article 11, Term & Termination). ", "_Customer", "\u2019s continued use of the Service following the effective date of an amendment will confirm ", "_Customer", "\u2019s consent thereto. This ", "_Agreement", " may not be amended in any other way except through a written agreement by authorized representatives of each party. ", "_Vendor", " may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces ", "_Customer", "\u2019s rights or protections, notice and consent will be subject to the requirements above in this Section 12.12." ,
"_Customer" : "<a href='#Def.Customer.sec' class='definedterm'>Customer</a>" ,
"_Agreement" : "<a href='#Def.Agreement.sec' class='definedterm'>Agreement</a>" ,
"_Vendor" : "<a href='#Def.Vendor.sec' class='definedterm'>Vendor</a>" ,
"_System" : "<a href='#Def.System.sec' class='definedterm'>System</a>" ,
"_AUP" : "<a href='#Def.AUP.sec' class='definedterm'>AUP</a>" ,
"_Customer_Data" : "<a href='#Def.Customer_Data.sec' class='definedterm'>Customer Data</a>" ,
"_User" : "<a href='#Def.User.sec' class='definedterm'>User</a>" ,
"_Users" : "<a href='#Def.User.sec' class='definedterm'>Users</a>" ,
"_Effective_Date" : "<a href='#Def.Effective_Date.sec' class='definedterm'>Effective Date</a>" ,
"_Documentation" : "<a href='#Def.Documentation.sec' class='definedterm'>Documentation</a>" ,
"_Order" : "<a href='#Def.Order.sec' class='definedterm'>Order</a>" ,
"_Privacy_Policy" : "<a href='#Def.Privacy_Policy.sec' class='definedterm'>Privacy Policy</a>" ,
"_SLA" : "<a href='#Def.SLA.sec' class='definedterm'>SLA</a>" ,
"_Term" : "<a href='#Def.Term.sec' class='definedterm'>Term</a>" ,
"_Subscription_Fee" : "<a href='#Def.Subscription_Fee.sec' class='definedterm'>Subscription Fee</a>" ,
"_Excluded_Data_Laws" : "<a href='#Def.Excluded_Data_Laws.sec' class='definedterm'>Excluded Data Laws</a>" ,
"_Excluded_Data" : "<a href='#Def.Excluded_Data.sec' class='definedterm'>Excluded Data</a>" ,
"_Systems" : "<a href='#Def.Systems.sec' class='definedterm'>Systems</a>" ,
"_Aggregate_Data" : "<a href='#Def.Aggregate_Data.sec' class='definedterm'>Aggregate Data</a>" ,
"_Feedback" : "<a href='#Def.Feedback.sec' class='definedterm'>Feedback</a>" ,
"_Confidential_Information" : "<a href='#Def.Confidential_Information.sec' class='definedterm'>Confidential Information</a>" ,
"_Purpose" : "<a href='#Def.Purpose.sec' class='definedterm'>Purpose</a>" ,
"_Effective_Date" : "<a href='#Def.Effective_Date.sec' class='definedterm'>Effective Date</a>" ,
"_Proposed_Amendment_Date" : "<a href='#Def.Proposed_Amendment_Date.sec' class='definedterm'>Proposed Amendment Date</a>" ,
"_Vendor_Associates" : "<a href='#Def.Vendor_Associates.sec' class='definedterm'>Vendor Associates</a>" ,
"_Indemnified_Claim" : "<a href='#Def.Indemnified_Claim.sec' class='definedterm'>Indemnified Claim</a>" ,
"_Indemnified_Claims" : "<a href='#Def.Indemnified_Claims.sec' class='definedterm'>Indemnified Claims</a>" ,
"Note" : "Inline defined terms:" ,
"Def.Agreement.sec" : "", "_Agreement", "" ,
"Def.Effective_Date.sec" : "", "_Effective_Date", "" ,
"Def.Vendor.sec" : "", "_Vendor", "" ,
"Def.Customer.sec" : "", "_Customer", "" ,
"Def.Subscription_Fee.sec" : "", "_Subscription_Fee", "" ,
"Def.Excluded_Data.sec" : "", "_Excluded_Data", "" ,
"Def.Excluded_Data_Laws.sec" : "", "_Excluded_Data_Laws", "" ,
"Def.Aggregate_Data.sec" : "", "_Aggregate_Data", "" ,
"Def.Feedback.sec" : "", "_Feedback", "" ,
"Def.Confidential_Information.sec" : "", "_Confidential_Information", "" ,
"Def.Purpose.sec" : "", "_Purpose", "" ,
"Def.Indemnified_Claim.sec" : "", "_Indemnified_Claim", "" ,
"Def.Proposed_Amendment_Date.sec" : "", "_Proposed_Amendment_Date", "" ,
"Def.Term.sec" : "", "_Term", "" ,
}
}