Revised May 29, 2018Welcome to Weaver Street Systems. Weaver Street Systems, LLC ("Company'") is the owner of the website located at www.weaverstreetsystems.com, www.weaverstreet.net, www.weaverqueue.com and any other associated sites owned or operated by or for the Company (each a "Site') and provides through its Site(s) certain proprietary online and mobile tools and applications, including to improve an organization's customer support, customer communications and internal project management and communications. Company's products include Walnut Street Rentals and such other products or services as may be offered by Company now or in the future and whether on a SaaS basis or as a mobile application (each, a "Service").
1. Legal Agreement
Please read all the terms and conditions of this Agreement carefully. By clicking the "Accept" button, or registering for and/or using the Service, You agree that You are bound by the terms and conditions of this Agreement, and You represent and warrant that You have full power, authority and legal capacity to enter into this Agreement. Certain features of a Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. Please contact Company at help.net if You have any questions about this Agreement.
Company reserves the right, in its sole discretion, to modify or change this Agreement at any time by notifying you or by posting the changes to the Service or Site, which changes will be effective thirty (30) days after such notice. Your continued use of the Site or Service following such notification or the posting of such changes constitutes acceptance of those changes. Company will use reasonable commercial efforts to provide notice of material changes to You.
"You" or "Customer" means the individual or entity subscribing to the Service.
"API" means the application programming interfaces developed and enabled by Company that permits You and Company's other customers to access functionality provided by the Service, including automatically through HTTPS requests, and the application development API enabling integration of the Service with other applications.
"Authorized Users" has the meaning set forth in Section 3.4 below.
"Customer Data" means the information, data and other content provided by Customer in connection with and through use of the Service.
"Documentation" means Company's online user guides, documentation, help manuals and other information describing and relating to use of the Service as provided and updated by Company from time to time, as accessible via the Site or Service.
"Professional Services" means the professional, consulting and/or advisory services provided to You by Company, which may include training services, consulting services or other professional services, as agreed and included on Your Order or pursuant to a statement of work or other agreement between the parties.
"Order" means an order form or registration completed by You, whether online or otherwise, when purchasing the Service and any Professional Services.
"Service" means the online support and ticketing service made available by Company to Customer pursuant to an Order, including the Software, API(s) and Documentation.
"Software" means Company's proprietary software, and all updates and associated documentation thereto underlying and use of which is made available as a part of a Service.
"Subscription Period" means the period for which You subscribe for use of the Service as set forth in Your Order, and including any renewals as set forth herein.
"Usage Data" means anonymized information or aggregate data that Company may collect, aggregate and analyze about the Service or features, services or users of a Service including during Customer's use, but which does not contain personally-identifiable data.
3.1. Under the terms of and subject to the restrictions in this Agreement, including payment of all applicable fees, Company will provide the Service on a subscription basis to You during the applicable Subscription Period. Your rights to use the Service are non-exclusive and non-transferable. You may use the Service only for Your own internal business purposes, and not for the benefit of any other third party. You may use the API(s) solely in connection with Your use of the Service and in accordance with any restrictions and policies implemented by Company.
3.2. As part of the Service and as part of its standard support services, Company will provide reasonable technical support to You via e-mail and an online support portal during Company's regular business hours. As applicable, additional terms and limitations regarding support for the Service, including additional fees, based on the selected support tier will be included on the Site. Company will use commercially reasonable efforts to make the Service available on a 24 hours a day, 7 days a week, and 365 days a year basis, subject to downtime for maintenance purposes. Company will, to the extent practicable, make reasonable efforts to schedule maintenance downtime outside of peak usage time and to provide 48 hours advance notice through the Service or on the Site.
3.3. Company may from time to time modify the Site and the Service and add, change, or delete features of the Service in its sole discretion, without notice to You. Your continued use of the Service after any such changes to the Service constitutes Your acceptance of these changes. Company will use commercially reasonable efforts to post information on the Site or Service regarding material changes to the Service.
3.4. The Service may be used and accessed for Your internal business purposes and only by Your employees and independent contractors ("Authorized Users") for such purposes. Third parties authorized by You may use the Service only for the purpose of performing services as requested by and for You, and in no event may third parties use and access the Service provided to You for their own or for another person's or entity's benefit. You will not resell the Service or charge any fees to Authorized Users for use of the Service, except that if You are using the Service in connection with customer support services, You may charge fees to your customers for support and maintenance. You shall be fully responsible for use of the Service by Authorized Users and their compliance with the terms of this Agreement. You understand and agree that there may be additional limitations on use of the Service, including the number of service or ticket requests that may be sent through the Service, the number of Authorized Users or the amount of data storage available ("Use Limits") as such Use Limits may be described in the Documentation or on Your Order. Each Authorized User will use the Service only in accordance with the Use Limits for which You have subscribed.
3.5. You agree that all user information provided to Company by You and/or the Authorized Users, whether for purposes of obtaining a user name and password or otherwise, will be accurate and complete in all respects. Further, You agree to promptly notify Company of any changes to any user information. You further acknowledge that You are solely responsible for: (a) all use of the Service made using Your Authorized Users' user names and passwords, and (b) maintaining the confidentiality of Your Authorized Users' user names and passwords. Only one individual may access the Service at the same time using the same user name and password. You agree to notify Company immediately of any unauthorized use of an Authorized User's email address, user name or password, or any other breach of security regarding the Service of which You become aware.
3.6. If You use the Service for customer support with Your customers, You are solely responsible for obtaining all consents and permissions from the customer for use of the customer information by Company in connection with the Service, including email, telephone and other contact information as may be required for provision of the Service. The Service may include sending or receiving or SMS text messages to and from You and Your end user customers or Authorized Users and You hereby agree, and shall ensure that Your end user customers and Authorized Users agree, to such Service messages. You are solely responsible for ensuring that use of the Service is compliant with all applicable laws and regulations and any and all privacy policies, agreements and other obligations to which you may be bound.
3.7. You warrant and agree not to:
- Violate any local, state, national or international law or regulation in connection with use of the Service, or otherwise use the Service in any way that is in furtherance of criminal, fraudulent, or other unlawful activity
- Interfere with or disrupt the Service or servers or networks connected to the Service
- Use the Service to store, transmit or process files, materials, text, audio, video, graphics, images or other content that infringes on the intellectual property rights of any third party or that violates any local, state, federal or international law or regulation
- Interfere with or attempt to interfere with any other person's use of the Service
- Gain access to or attempt to gain access to any account, computers or networks related to the Service without authorization or access another customer's Customer Data without such customer's consent
- Use the Service to send or otherwise make available any viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another's computer or property
- Use the Service to send unsolicited or unauthorized bulk mail, junk mail, spam or other forms of duplicative or unauthorized messages or promotions
- Use the Service to post, transmit, upload, link to, send, store or process any content or materials that is unlawful, racist, harassing, hate speech, abusive, threatening, libelous, obscene or discriminatory, or assist others in any of the foregoing
- Use the Service to store, transmit or process any protected health information or other regulated information, including sensitive personal information or financial information
- Use the Service in a manner that results in excessive bandwidth usage, as determined in Company's sole discretion
- Impersonate any other person or entity, or misrepresent Your affiliation with any other person or entity
- Forge headers, numbers or otherwise manipulate identifiers in order to disguise the origin of any content or communication transmitted through the Service
- Use or access the Service in order to build a competitive product or service or for any benchmarking purposes.
4. Professional Services
4.1. You may purchase Professional Services through Your Order or a statement of work. Except as otherwise agreed in writing by Company, current fees for Professional Services shall be in addition to any subscription fees payable hereunder and will be as set forth in the Order or statement of work. Unless otherwise expressly agreed, all Professional Services are performed remotely. Company may offer Professional Services on an hourly basis and purchased as part of a consulting or support package (a "Service Package") as set forth on the Order. Purchases of Service Packages are payable in advance, are non-cancellable and non-refundable. All hours purchased under any Service Package must be used within 12 months of date of purchase. Except as may be otherwise agreed between the parties in the Order, You agree to reimburse Company for actual, reasonable expenses, including for pre-approved travel, in performance of the Professional Services.
5. Intellectual Property; Data
5.1. You agree that Company and its licensors own all intellectual property rights in and to the Service, the Software, and the Site, and all enhancements, modifications and improvements, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith. You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party for such third party's benefit. You may not use any page-scraper, spider, robot or other automatic device or methodology to access, acquire, copy or monitor any data or other information provided on or through the Service to which you are not authorized. Company reserves all rights in the Service not expressly granted to You hereunder.
5.2. You shall retain ownership of the Customer Data You (or Your Authorized Users and end user customers) provide in connection with the Service. You hereby grant to Company the right to copy, modify, analyze, archive, display and use Your Customer Data solely for the purposes of and as necessary for the provision of the Service. Company may derive and compile from Your usage of the Service certain Usage Data which may be used for Company's own purposes without restriction, including, but not limited to, using such data in conjunction with data from other sources to improve Company's products and services and create new products or for the creation of market reports and white papers which may be sold or distributed to third parties.
5.3. Company may use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, or other information provided by You or any Authorized User relating to the Service, without any obligation, consideration or attribution to You or any Authorized User.
5.4. Company's trademarks shall remain the sole and exclusive property of Company, including such logos and branding as may be used by Company now and in the future in connection with its products and services. You shall not use any such trademarks without the prior written consent of Company. Any other company or product names used on the Site or in connection with the Service are the property of the respective trademark owner.
6. Fees and Expenses
6.1. You shall pay Company all applicable fees associated with the Service, any Professional Services and support fees as set forth in the Site and/or Order, and in accordance with the terms set forth therein. Unless otherwise set forth on the Order, all fees are based on purchase, and not actual usage, and payments are non-refundable and, unless otherwise agreed, shall be made in United States dollars. Past-due payments will be subject to late payment charges of the lesser of: (a) one and one-half percent (1.5 %) per month, or (b) the maximum rate allowed by law. The fees and rates under this Agreement are subject to change by Company on an annual basis upon at least sixty (60) days written notice, which notice may given by posting the updated fees and rates on the Site or applicable Service. You shall be responsible for all applicable taxes, however designated, incurred in connection with this Agreement, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by Company, but excluding taxes based upon the net income of Company.
6.2. If You are paying by credit card or online payment processor, You will provide accurate, complete and current credit care or other information. You hereby authorize Company to charge such credit card or payment account for the Service and/or Professional Services in accordance with the Order, including throughout the Subscription Period, in accordance with the payment terms set forth on the Site or on the Order. If Company has agreed to invoice You for the Service and/or Professional Services, as set forth on the Order, You agree that all invoices are due and payable on a Net 30 basis. If You believe that any invoice or charge is incorrect, You must notify Company in writing within ninety (90) days of the applicable invoice or charge.
6.3. If a payment becomes ten (10) business days or more overdue (including by reason of Your failure to provide or maintain accurate credit card or other payment information or refusal of payment by Your payment processor), Company reserves the right to suspend the provision of the Service without liability to You, until payment is made in full. If any payment becomes thirty (30) days or more overdue, Company may terminate this Agreement upon notice to You. Company has the right to change payment terms, including by requiring upfront payment for the Service, in its discretion, based on Your payment history and/or financial status.
6.4. You understand and agree that You will be solely responsible for all equipment costs and any internet and wireless access required to use the Service and for the cost of all carrier and data charges imposed by Your service provider.
7. Confidentiality and Security
7.1. "Confidential Information" means any information or data that is disclosed by one party to the other party pursuant to this Agreement that is marked as confidential. In addition, Your Confidential Information includes the Customer Data, and Confidential Information of Company (whether or not marked) includes the Service, API and Software, as well as the structure, organization, design, algorithms, templates, data models, logic flow, and screen displays associated with the Service and Software. Confidential Information does not include information that the receiving party can show: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the receiving party as shown by its written records.
7.2. A receiving party agrees: (a) to hold the disclosing party's Confidential Information in confidence, and to protect the disclosing party's Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information (but in no event using less than reasonable care); and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the disclosing party's Confidential Information. Without limiting the foregoing, You shall disclose and allow access to the Service only for the purpose of supporting and augmenting Your use of the Service. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law, applicable regulatory authorities, or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure.
7.3. Each party acknowledges and agrees that any violation of this Section 7 may cause the disclosing party irreparable injury for which the disclosing party would have no adequate remedy at law, and that the disclosing party shall be entitled to preliminary and other injunctive relief against the receiving party for any such violation. Such injunctive relief shall be in addition to, and not in limitation of, all other remedies or rights that disclosing party shall have at law or in equity.
7.4. Company will take reasonable security measures designed to protect Your Confidential Information, including Your Data. These measures will include the use of reasonable physical, administrative, and technical security techniques and systems designed to prevent unauthorized access and disclosure, maintain data accuracy, and ensure appropriate use of Your Confidential Information.
7.5. You agree to the terms of Company's privacy statement, which is located below these terms and is incorporated herein by reference (including any changes to Company's privacy statement made in accordance with its terms).
7.6. Upon termination or expiration of this Agreement, the receiving party will return to the disclosing party or destroy all Confidential Information delivered or disclosed to the receiving party (including, with respect to You as receiving party, the downloaded Software, if any), together with all copies in existence thereof at any time made by the receiving party; provided that return of Customer Data by Company to You is covered by Section 8.4 below.
8. Term and Termination
8.1. This Agreement will be effective as of the Effective Date and, unless sooner terminated as herein provided, will continue for the initial Subscription Period. Thereafter, this Agreement shall automatically renew for successive renewal periods (each renewal term being the same length as the initial Subscription Period) based on Company's then-current fees, unless either party provides written notice of its intent to terminate this Agreement at least thirty (30) days prior to the end of the then current Subscription Period.
8.2. Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party materially breaches any of the terms and conditions of this Agreement and such material breach is not cured within the thirty (30) day period. Company will have the right to suspend Your, or any Authorized User's, use of or access to the Service in the event Company determines in its sole discretion that You, or an Authorized User, have breached this Agreement. If a payment becomes ten (10) business days or more overdue, Company reserves the right to suspend Your access to the Service without liability to You, until payment is made in full. If any payment becomes thirty (30) days or more overdue, Company may terminate this Agreement upon notice to You. Company may terminate this Agreement without cause upon at least sixty (60) days prior written notice, and in such event, You will be entitled to a refund of any prepaid amounts for Service not delivered.
8.3. The terms provided in Sections 5, 7, 8.3, 8.4, 10.2, 10.3, and 11-14 of this Agreement shall survive any termination of this Agreement. In addition, upon termination You shall promptly pay Company all outstanding amounts due to Company under this Agreement. If this Agreement is terminated by Company due to Your breach, which You fail to cure after receipt of written notice, or if You terminate this Agreement without cause prior to the end of the then-current Subscription Period, then all fees unpaid for the remainder of the current Subscription Period shall become immediately due and payable by You to Company as liquidated damages, without any further demand by Company. The parties acknowledge that Company's actual damages arising from such termination would be difficult to determine with accuracy and, accordingly, have agreed to the foregoing liquidated damages, which the parties acknowledge is a reasonable estimate of Company's potential losses.
8.4. Within thirty (30) days after termination, You may request in writing that Company provide You with access to a copy of any Customer Data residing on the Service, and Company will provide such information so long as You pay the then-current fee for such service.
9. Independent Contractors; Publicity
9.1. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Company agrees that neither it, its employees nor its contractors shall be considered as having an employee status with You. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.
9.2. You agree that Company may include You as a customer in promotional material for the Service and/or for Company, including use of Your logos, trademarks, trade names and similar identifying material. You can revoke this right by submitting a request via e-mail to Company at help.net. Confirmation of such request (via reply e-mail) must be received for this to be effective. Upon receipt of such request, Company will use commercially reasonable efforts to remove any reference to You from such promotional material within 30 days and make no further reference to You.
10. Warranties; Disclaimers
10.1. You and Company each warrant that they have full authority to enter into this Agreement and are not bound by any contractual or legal restrictions from fulfilling their obligations hereunder. In addition, Company warrants that the Service will substantially conform to the then current Documentation. In the event of a breach of this warranty by Company, as Your sole and exclusive remedy, Company will, at its expense, use commercially reasonable efforts to cause the Service to conform to the Documentation.
10.2. You represent and warrant that all Customer Data provided to Company in connection with Your use of the Site and the Service: (i) is owned by You, or You have the full right to provide such Customer Data to Company; (ii) does not infringe or misappropriate any copyright, trademark, trade secret or other intellectual property right; and (iii) does not violate any person's right of privacy or publicity. You further represent and warrant that Your use of Customer Data on the Site or in connection with the Service is not in breach of any covenant or obligation of confidentiality that You have to any other person or entity. You are solely responsible for the Customer Data, and acknowledge that Company has no responsibility or intent to review or monitor any Customer Data.
10.3. You shall be solely responsible for Your use of the Service, and, except as otherwise agreed in writing by the parties, for maintaining backup copies of Your Customer Data. You acknowledge and agree that the Service is strictly a tool to be used in conjunction with good and reasonable business judgment by competent personnel. Company does not warrant that the Service will operate without interruption or error-free, or that the Service will be totally secure. Under no circumstances will Company be held liable for any loss, corruption, deletion of or failure to store any Customer Data. COMPANY DOES NOT WARRANT THAT THE SERVICE, ANY PROFESSIONAL SERVICES OR ANY RESULTS OF USE OF THE SERVICE WILL BE FIT FOR YOUR PURPOSES, BE COMPLETE OR ACCURATE, OR BE SUITABLE FOR YOUR NEEDS. TO THE EXTENT THAT DATA IS BEING TRANSMITTED OVER THE INTERNET HEREUNDER, YOU ACKNOWLEDGE THAT COMPANY HAS NO CONTROL OVER THE FUNCTIONING OF THE INTERNET, AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICE, PROFESSIONAL SERVICES OR ANY RESULTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER USE OF THE SERVICE MEETS CUSTOMER'S NEEDS. CUSTOMER UNDERSTANDS THAT THE SERVICE IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS AND SITUATIONS (INCLUDING NUCLEAR FACILITIES, AIR TRAFFIC CONTROL OR NAVIGATION AND THE LIKE), MISSION CRITICAL SYSTEMS OR EMERGENCY SERVICES, PUBLIC SAFETY SITUATIONS OR OTHER HIGH RISK SITUATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN OR NOT TAKEN BY CUSTOMER OR ANY OTHER PERSON IN RELIANCE ON THE USE OF THE SERVICE OR THE PROFESSIONAL SERVICES.
You, at Your expense, shall indemnify, defend and hold Company and its officers, directors, owners, employees, and affiliates harmless from and against all claims brought by a third party (including your end user customers), and all related liability, damages, injuries, losses, costs and expenses (including attorney's fees) incurred by Company, arising out of or relating to Your use of the Service, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to: (a) Your breach of any representations, warranties, or covenants in this Agreement, (b) Your compliance with applicable laws and regulations, and (c) Your use of the Customer Data. Company shall provide You with prompt written notice of any such claim.
12.1. The limit of Company's liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to You or to any third party concerning performance or nonperformance by Company, or in any manner related to this Agreement or the Service, for any and all claims shall not exceed in the aggregate the Subscription Fees paid by You to Company hereunder with respect to the Service at issue during the six (6) months prior to the date that the relevant cause of action accrued.
12.2. In no event shall either party be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence.
12.3. The allocations of liability in this Section represent the agreed and bargainedfor understanding of the parties and Company's compensation reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.
13. Dispute Resolution
13.1. The parties agree to work together in good faith to resolve any dispute regarding this Agreement internally and by escalating it to higher levels of management and optional mediation, prior to resorting to binding arbitration.
13.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, that cannot be resolved by good faith negotiations shall be finally settled by binding arbitration conducted in the English language in Raleigh, NC (USA), under the commercial arbitration rules of the American Arbitration Association ("AAA"). The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party's rights in and to its intellectual property or confidential information through specific performance, injunction or similar equitable relief.
13.3. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to its conflict of law provisions.
14.1. Neither party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers.
14.2. This Agreement (including the Order and any attachments thereto specifically agreed by the parties) and Company's published policies constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral communications, understandings or agreements with respect to its subject matter. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement.
14.3. You shall have no right to assign this Agreement or any of Your rights or obligations hereunder. Company may subcontract or delegate its duties under or assign this Agreement and any of its rights hereunder to third parties.
14.4. Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.
14.5. You agree to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that You are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software or Service, any portion thereof or any materials, items or technology relating to Company's business or related technical data or any direct product thereof to any Restricted Person.
15. Free Trials and Evaluations
If You have acquired a free trial or evaluation subscription for use of the Service (a "Trial Use"), the following terms shall apply in connection with Your Trial Use, notwithstanding anything to the contrary herein: (i) Your Trial Use will be limited to the Trial Period for which You subscribed; provided however, that Company may terminate any Trial Use at any time, with or without prior notice; (ii) Your Trial Use may include limitations on the use of the Service, including but not limited to, the number of Authorized Users; (iii) unless You have notified purchased a full subscription prior to the end of the Trial Period, Your account will automatically terminate at the end of the Trial Period. Trial Use may include beta or other features that may not yet be commercially available and in such case we make no assurances that such features will be included in the commercial version of the Service, or that such features will not be substantially modified.
You understand and agree that notwithstanding anything in this Agreement to the contrary, the Trial Use is provided "AS-IS" AND "AS-AVAILABLE", without warranty of any kind, express or implied. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RESULTING FROM ANY TRIAL USE.
ANY DATA YOU ENTER INTO THE SERVICE BY OR FOR YOU DURING THE TRIAL USE WILL BE PERMANENTLY DELETED AND LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS THAT COVERED BY THE TRIAL USE BEFORE THE END OF THE TRIAL PERIOD.
Revised May 29, 2018
Revised May 29, 2018
If you do not agree to the collection, use or sharing of your personal information as described herein, please do not use the Site or Service.
Information we collect
We may collect the following types of information:
- Information you provide — Visitors to the Site are not required to disclose any personally identifiable information to browse the Site. Visitors to the Site may provide us with certain contact information if they wish to receive information from us or to register for the Service or our mailing list.
- When you sign up for the Service, we ask you for some basic personal information. This includes personally identifying information such as your name, email address and mobile telephone number and related information such as your company name and position by Company in connection with the provision and maintenance of the Service, including financial information or information relating to your employer.
- Cookies — When you use the Service, we may send one or more cookies to your computer or use tags to track you use of the Service on your mobile device. We use the information provided by cookies or tags to improve the quality of our Service, including for storing user preferences, improving search results, and tracking user trends, such as how people use our Service.
- Automatically collected Information; Log information — When you visit the Site or access the Service via a browser, application or other client our servers automatically record certain information. These server logs may include information such as your web request, your interaction with a service, how long you visit a page, how many times you visit a page, information you search for, Internet Protocol address, browser type, browser language, the date and time of your request and one or more cookies that may uniquely identify your browser or your account. When you use the Service using your smartphone or other mobile device, we collect information regarding device type, operating system, IP address and device ID. We do not share with third parties, your personal information as linked with your IP address or device ID.
- User communications — When you send email or other communications to us, we may retain those communications in order to process your inquiries, respond to your requests and improve our services. We may use your email address or mobile number to communicate with you about our services.
Responding to your Requests - If you have provided us information in connection with a request to receive information from us about our products or services or register for our mailing list, we will use your personally identified information to fulfill your requests and to send you our newsletter. If you wish to unsubscribe from our mailing list, you may do so by contacting us at help.net.
Administering the Service - We use information you provide and information we automatically collect to administer the Service, to allow you and other users to use the Service, and to diagnose problems with the Service. If applicable, we use information to process payments for the Service. We will also analyze your information and use of the Service in order to improve and customize your experience, including remembering information so you will not have to reenter it and provide access to your data. We may also use such information to contact you regarding Service changes, system maintenance and outage issues, account issues or otherwise troubleshoot problems.
Company does not access or review any contents of any documents, messages, texts or other notifications or Customer Data provided or generated in your use of the Service. The Service includes functionality that allows you to communicate with others at your company or your customers. You acknowledge and agree that you or your employer have any required permissions or consents for such communications through the Service and for Company's use of the personal contact (including email or mobile device) information of your customers. Please do not provide or post the personal or confidential information of anyone else without their permission.
Service Notifications and Communications - if you opt-in to receive notifications and other communications relating to your use of the Service, you agree that We may contact you through your email, through in App notifications and/or text and SMS messages as part of the operation of the Service. You may deactivate such functions for the Service at any time through the Service.
Service Providers - We will disclose information to our service providers that work on our behalf or with us to fulfill your information requests and to provide the Service. We do not permit these providers to use your information other than as necessary to provide the services to us.
With Permission - If we use your personal information in a manner different than the purpose for which it was collected or other than as disclosed in this policy, then we will ask for your consent prior to such use.
Aggregate and Non-personally Identifiable Information - We may also use you non-personally identifiable information, including as aggregated with other users' non-personally identifiable information, to analyze use of our Service, including to improve the Service. We may also share such aggregate information with third parties. We may also aggregate and analyze Usage Data and publish this information, including as segmented by geography, industry, field, size of company and other metrics, to provide insight on use of the Service and to benchmark our Service against others.
Except as set forth herein, we will not provide your personally identifiable information to any unaffiliated parties for marketing or other purposes without your consent.
If you provide personal information to us through the Service, you may request that we delete such personal information from our system by sending an email to help.net. Upon your request or if you cancel your registration for the Service, we will take reasonable steps to remove your personal information from the Service in accordance with our standard processes, but in any event within 60 days; provided however that you understand and agree that: (i) We may retain non-personally identifiable information indefinitely; and (ii) copies of your information may be retained in our databases and backup files and systems, which information will be held by us in accordance with this policy and will be destroyed in accordance with our routine procedures. We may retain certain information if required by applicable law or to prevent or investigate misconduct or fraud even if deletion has been requested.
If we become involved in a merger, acquisition, or any form of sale of some or all of its assets, your information may be included in the assets sold or transferred to the acquirer. You hereby agree that we may transfer or assign the information we have collected from you in connection with any such event. In the event of a bankruptcy, insolvency, reorganization, receivership or assignment for the benefit of creditors, we may not be able to control how your personal information is treated, transferred or used. Information Security
We will take reasonable security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. However, we cannot guarantee its absolute security or that unauthorized persons will not access or use your personal information for improper purposes. We are not responsible for third party circumvention of any privacy or security measures on the Site or Service. You can reduce these risks by using common sense security practices such as choosing a strong password, using different passwords for different services, and using up to date antivirus software. In the event of a breach of security affecting personal information or data on our servers, we will take such notification and other steps as may be required under applicable law. You should report any security violations to us at help.net.
Accessing and Updating Personal Information
You may update, change or correct your personal registration information through the Service. We will update your account and information as requested, provided, that we may decline to update information if we determine it to be impractical (for instance, requests concerning information residing on backup tapes or other historical data). In any case where we provide information access and correction, we perform this service free of charge, except if doing so would require a disproportionate effort.
Social Media Sites: We may have pages or other presence on various social networking sites or services, such as Facebook, Twitter and the like. Any information you post or provide through such sites and services will be subject to the policies of those sites and services. If you register for the Service through a social networking site, your personal information will be imported from such site to Company as permitted by the policies of such site.
Information of Children: The Service is not intended for use by minors under the age of eighteen (18). If we learn that a child under the age of 18 has provided us with personal information without verifiable parental consent, we will promptly take reasonable and appropriate actions to remove such user and delete any personal information from our servers.
Tracking: We do not track or collect personal data about your online activities once you leave the Site or Service.