Last edited on
Dec 21, 2023
When Customer sets up an Account and Uses our Services
Grant of Rights. Subject to the terms and conditions of this Agreement, Company hereby grants the Customer a limited, nonexclusive, nontransferable, license to use the Services within the business environment it controls only, and otherwise in accordance with the terms and conditions of this Agreement. Customer may not or authorize another to use the Services for any resale, re-distribution or other purpose.
No High Risk Use. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any HIGH RISK environment. The Services should also not be used for highly sensitive communications.
Account Set up; The Services may include access to and use of a secure web portal made available to Customer for use. In order to use the Services, Customer will need to register for an account. Customer is responsible for maintaining the confidentiality of the account password and is otherwise responsible for its account. Customer agrees to immediately notify Company of any unauthorized use of the account or any other breach of security related to the Services.
Services. As between Customer and Company, Company exclusively owns and retains all right, title, and interest in and to the Services, all anonymized or aggregated data resulting from use and operation of the Services that do not identify a natural person as the source of the information or within the information. The Company will provide the Services as described on the Order Form between it and the Customer, and standard updates to the Services that are made generally available by the Company during the subscription term you sign up for. The Company may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
Recordings. You are responsible for compliance will all recording laws. By using the Services, you are giving the Company consent to store recordings for meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or turn off the feature.
Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with the Company. You may not offer or enable any third parties to use the Services, display on any website or otherwise publish the Services or any User Content obtained from a Service (other than User Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
As used herein, User Content means the content, text, photos, audio, video, contact information, calendar entries, and any other materials that Customers allow us to collect, record, and access to provide the Services. If Customer is just browsing our Site, any reference to User Content does not affect Customer.
Customer consents to receiving communications from us electronically. We will communicate with Customer by e-mail or by posting notices on this Site. Customer agrees that all notices, disclosures and other communications that we provide to Customer electronically satisfy any legal requirement that such communications be in writing.
All elements, including design, layout and materials, functionality and architecture, of the Services are owned by or licensed to the Company and/or its affiliates and is protected by United States and international copyright laws. The Company and its licensors retain all proprietary rights to the Services. The Services may not be reproduced, transmitted, modified, copied, downloaded, sold, distributed or otherwise exploited, in whole or in part, without the express, prior written consent of the Company.
“Company Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations the Company uses in connection with its Services. Customer shall not copy, display or use any Company Trademarks, without the Company’s prior written consent. Customer is not permitted to incorporate any Company Trademarks into its trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, nor shall Customer co-brand its own Services or material with Company Trademarks. Customer acknowledges the Company’s rights in the Company Trademarks and agree that any use of the Company Trademarks by Customer shall inure to the Company’s sole benefit.
Some of the elements of the Services may be licensed from third parties and all such third party content and all intellectual property rights related to such content belong to the respective third parties. All third party trademarks and/or logos used on this Site and in the Services are the trademarks, service marks, or logos of their respective owners. The Company makes no representations or endorsements regarding the quality, accuracy, reliability or condition of any third party content and the Company does not control the quality, safety or accuracy of such content thereof.
Unless as explicitly stated herein, nothing in these Terms shall be construed as conferring to Customer any license to any Company or third party intellectual property rights in and to the Services, whether by estoppel, implication, or otherwise.
User Content and Extensions.
Customers that use the Services will provide Us with User Content. User Content stays yours, except for the limited rights that enable us to provide, improve and protect the Services as described in this Agreement. When Customer provides User Content via the Services, Customer grants the Company (including our third party hosting providers acting on our behalf) a non-exclusive, revocable, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify, copy and create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better in the Services), the User Content for the sole purpose of allowing us to provide, improve, and protect the Services. This Section does not affect any rights Customer may have under applicable data protection laws.
Protection of Customer Data. Company will maintain reasonable administrative, physical and technical safeguards designed to protect the unauthorized access to Customer’s User Content provided via the Services.
Prohibited Uses: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts the Company’s networks, accounts or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, User Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or its security systems. (ix) use the Services in violation of any posted policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations.
Responsibilities with Respect to User Content
Customer represents and warrants that it owns all rights to its User Content or otherwise has obtained (and will continue to have) all rights and permissions necessary to use, share, and license its User Content via the Services and in the manner set forth in this Agreement. If we use its User Content in the ways described in this Agreement, Customer represents and warrants that its User Content and provision does not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content. Customer will be responsible for any claims relating to any User Content, including claims that User Content violates the rights of another. We reserve the right to remove any User Content that creates a risk, as determined by Us in our sole discretion. Customer agrees that We have no responsibility or liability for the deletion or failure to store User Content and other communications maintained or transmitted. We may access, use, preserve, or disclose account information and User Content if legally required to do so or on a good faith belief that such access, use, preservation, or disclosure is reasonably necessary to comply with legal process or requests; to enforce these Terms; to detect or prevent fraud, security, or technical issues; or to protect the rights, property or safety or the public as permitted by applicable privacy law(s).
Customer represents and agrees that its use of the Services is and will be in compliance with applicable laws, including without limitation applicable export or import controls and regulations and privacy or data protection laws.
If Customer use of the Services requires Customer to comply with industry-specific regulations applicable to such use, such as HIPAA, Customer represents and warrants it will be solely responsible for such compliance. Customer is not permitted to use the Services in any way that would subject the Company to such industry-specific regulations without obtaining the Company’s prior written agreement. For example, Customer may not use any Services to collect, use, disclose, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under US federal regulations) unless its Account for such Services is designated as HIPAA-enabled and Customer enter into a separate business agreement with the Company.
California Consumer Privacy Act. With respect to the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199), as may be modified from time to time (collectively, “CCPA”), solely if applicable to Customer and solely with respect to data of its “Consumers” (as defined under the CCPA) which meets the definition of “Personal Information” under the CCPA and for which Customer are responsible under the CCPA (“Service Company PI”), the parties agree that the Company acts as a “Service Company” for User Content. Notwithstanding the foregoing, Customer agree that in accordance with the CCPA, the Company may: (a) use Service Company PI internally to build and improve the quality of the Services; or (b) use Personal Information for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity.
Disclaimer of Warranties and Limitation of Liability; Indemnification
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH THE CUSTOMER. CUSTOMER’s SOLE REMEDY FOR A BREACH OF THIS SECTION IS TO TERMINATE THE AGREEMENT AND CEASE USING THE SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR AN OBLIGATION OF INDEMNIFICATION, NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN RESPECT OF THE TWELVE-MONTH TERM IN WHICH THE INCIDENT GIVING RISE TO LIABILITY OCCURRED., WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS OF LIABILITY ARE CUMULATIVE AND NOT PER INCIDENT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THESE LIMITS.THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.IN NO EVENT WHATSOEVER SHALL THE COMPANY OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Customer shall defend, indemnify and hold Company harmless from any damages, attorneys’ fees and costs, judgments or settlements arising from any claims against the Company alleging (a) violation of applicable law arising from Customer’s use of the Company Services including in breach of this Agreement; (b) that User Content infringes the intellectual property rights of a third party; or (c) gross negligence or willful misconduct by Customer.
The Customer cannot assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of this provision shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Submissions and Feedback. Please do not send Us any material that Customer expects to receive consideration or compensation in any form. By submitting material to the Company, Customer acknowledges that such material is neither confidential nor proprietary, and Customer waives the right to receive compensation of any kind for the material. Any material, information or idea Customer transmits to the Company will be treated as non-confidential and non-proprietary and the Company will be free to copy, disclose, distribute, incorporate and otherwise use any such submission for any and all commercial and non-commercial purposes. We do not accept submissions of business plans or ideas through this Site.
Choice of Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of law or conflicts of law rules. Customer agrees that the exclusive venue for all litigation regarding or arising out of these Terms shall be in Los Angeles County, California and Customer agrees to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation. Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established Company that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction.
AGREEMENT TO ARBITRATE; WAIVER OF CLASS ACTION. If the Customer is located in the United States, the Customer agrees to resolve disputes only on an individual basis, through arbitration. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
If you and the Company sign and deliver a separate Sales Order Form and accompanying agreement, the terms therein shall govern.
The Services are operated by the Company in the United States. Update Technologies, Inc., located at 130 W. Union St., Pasadena, CA 91103
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