I agree that I have read the following terms and conditions that govern the website for Expresscallback.com. Reading this message constitutes an agreement to comply with said terms and conditions. Expresscallback.com is the property of American Voice and Data, LLC. and the use of its services is available to anyone in the United States or Canada on the stipulation that they abide by the Terms and Conditions governing this Service.
Expresscallback.com is a text message marketing product based on core technology, which is a unified mobile messaging platform that enables clients of American Voice and Data, LLC to send and receive communications with their customers via SMS. By using American Voice and Data, LLC's products and services, you and American Voice and Data, LLC. have agreed to the following stipulations:
Expresscallback.com is a text message marketing product based on core technology, which is a unified mobile messaging platform that enables clients of American Voice and Data, LLC to send and receive communications with their customers via SMS. By using American Voice and Data, LLC's products and services, you and American Voice and Data, LLC. have agreed to the following stipulations:
Terms of Service
- DESCRIPTION OF SERVICE
Conversely Applications LLC is a SaaS member that provides mobile marketing campaigns through mobile messaging services such as SMS/Text, Whatsapp, Live Chat,Instagram and others.
- DISCLAIMER OF WARRANTIES
2.1 The site is provided by Conversely on an “as is” and on an “as available”basis. To the fullest extent permitted by applicable law, it makes no representations or warranties of any kind,express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise.
2.2.Conversely shall have no liability for any interruptions in the use of this Website. We disclaims all warranties with regard to the information provided,including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties,therefore the above-referenced exclusion is inapplicable.
This is a contract between you the user and us. You must read and agree to these terms before using the service. You may use the service only if you can form a binding contract with us and only incompliance with this Agreement and all applicable local, state, national laws,rules, and regulations.Youmust be at least 18 years of age to be eligible to use the service. Any use or access to the service by anyone under 18 is strictly prohibited and inviolation of this agreement.
- PROHIBITED ACTIVITIES
You may not access or use Conversely for any purpose other than that for which we make Conversely available. Conversely may not be used in connection with any commercial endeavors except those that are specifically endorsed or website approved by us.Asa user of Conversely, you agree not to:
1.Systematically retrieve data or other content from Conversely to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2.Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3.Circumvent, disable, or otherwise interfere with security-related features of Conversely,including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of Conversely and/or the Content contained therein.
4.Disparage, tarnish, or otherwise harm, in our opinion, us and/or Conversely.
5.Use any information obtained from Conversely in order to harass, abuse, or harm another person.
6.Make improper use of our support services or submit false reports of abuse or misconduct.
7.Use Conversely in a manner inconsistent with any website applicable laws or regulations.
8.Use Conversely to advertise or offer to sell goods and services.
9.Engage in unauthorized framing of or linking to Conversely.
10.Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of Conversely or modifies, impairs,disrupts, alters, or interferes with the use, features, functions, operation,or maintenance of Conversely.
11.Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
12.Delete the copyright or other proprietary rights notice from any Content.
13.Attempt to impersonate another user or person or use the username of another user.
14.Sell or otherwise transfer your profile.
15.Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism,including without limitation, clear graphics interchange formats (“gifs”), 1×1pixels, web bugs, cookies, or other similar devices (sometimes referred to as“spyware” or “passive collection mechanisms” or “pcms”).
16.Interfere with, disrupt, or create an undue burden on Conversely or thenetworks or services connected to Conversely.
17.Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of Conversely to you.
18.Attempt to bypass any measures of Conversely designed to prevent or restrict access to Conversely, or any portion of Conversely.
20.Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Conversely.
21.Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses Conversely, or using or launching any unauthorized script or other software.
22.Make any unauthorized use of Conversely, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
23.Use Conversely as part of any effort to compete with us or otherwise use Conversely and/or the Content for any revenue-generating endeavor or commercial enterprise.
We care about the integrity and security of your personal information. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE AND OUR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OFOR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF REQUESTS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE.
- INTELLECTUAL PROPERTY RIGHTS
Title,ownership rights and all intellectual property rights in and to the Services shall remain the sole and exclusive property of Conversely. Conversely retains all rights not expressly granted to you in this Agreement. You are prohibited from attempting, or knowingly permitting or encouraging others to attempt, to reverse engineer, decompile, disassemble, or otherwise attempt to determine source code or protocols from the Services except and only to the extent permissible by applicable law despite such prohibition. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose, any portion of the Service (including your Conversely I.D., account,account designation, password and other Conversely information), use of theService, or access to the Service.
Member agrees to indemnify and hold Conversely its parents, subsidiaries, affiliates,officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Member’s use of the Service, the violation of this Agreement, or infringement by Member, or other user of the Service using Member’s computer, of any intellectual property or any other right of any person or entity.
- MODIFICATIONS AND INTERRUPTION TO SERVICE
Conversely reserves the right to modify or discontinue the Service with or without notice to the Member. Conversely shall not be liable to Member or any third party should Conversely exercise its right to modify or discontinue the Service. Member acknowledges and accepts that Conversely does not guarantee continuous,uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
- GOVERNING JURISDICTION
- COMPLIANCE WITH LAWS
Members assume all knowledge of applicable law and are responsible for compliance with any such laws. Members may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Members further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
- COPYRIGHTAND TRADEMARK INFORMATION
All other trademarks, service marks, logos and product displayed on Conversely website are the trademarks of Conversely LLC. You agree not to display or use in any manner the Conversely Marks without their prior consent.
- OTHER TERMS
CONVERSELY SOFTWARE AS A SERVICE AGREEMENT
PLEASE READTHIS AGREEMENT BEFORE USING CONVERSELY APPLICATIONS SERVICES. BY ACCESSING OR USING CONVERSELY APPLICATIONS IDENTITY MANAGEMENT SOFTWARE OR SERVICESOFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS ANDCONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONSOF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE AFULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR CONVERSELY APPLICATIONS SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
This Software as a Service Agreement (“Agreement”)is entered into between Customer and CONVERSELY APPLICATIONS LLC (“CONVERSELY). CONVERSELY and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed there under.
Terms of Service
DEFINITIONS“Administrator User” meanseach Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by CONVERSELY.“Customer Content” means alldata and materials provided by Customer to CONVERSELY for use in connection with the SaaS Services, including, without limitation, customer applications,data files, and graphics.“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by CONVERSELY to Customer regarding the use or operation of the SaaS Services.“Host” means the computer equipment on which the Software is installed, which is owned and operated by CONVERSELY or its subcontractors.“Identity Cube” means a unique collection of identity data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although Identity Cubes for user accounts that have been deactivated may remain in the identity management system, those inactive Identity Cubes will not be included in the number of Identity Cube licenses in use by Customer.“Other Services” means all technical and non-technical services performed or delivered by CONVERSELY under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding theSaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.“Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.“SaaS Services” refer to the specific Conversely Applications internet-accessible service identified in a Schedule that provides use of Conversely Applications identity/access management Software that is hosted by CONVERSELY or its services provider and made available to Customer over a network on a term-use basis.“Subscription Term” shall mean that period specified in a Schedule during which Customer will haveon-line access and use of the Software through Conversely Applications SaaS Services. The Subscription Term shall renew for successive 12- month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.
SAAS SERVICES2.1 During the Subscription Term, Customer will receive a non exclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement.
2.2 Customer acknowledges that this Agreement is a services agreement and CONVERSELY will not be delivering copies of the Software to Customer as part of the SaaS Services.
RESTRICTIONSCustomer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, CONVERSELY shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to CONVERSELY.
CUSTOMER RESPONSIBILITIES4.1 Assistance. Customer shall provide commercially reasonable information and assistance to CONVERSELY to enable CONVERSELY to deliver the SaaS Services. Upon request from CONVERSELY, Customer shall promptly deliver Customer Content to CONVERSELY in an electronic file format specified and accessible by CONVERSELY. Customer acknowledges that Conversely Applications ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that CONVERSELY exercises no control over the content of the information transmitted by Customer or the Identity Cube users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify CONVERSELY immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to CONVERSELY immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any Identity Cube user, and (c) not provide false identity information to gain access to or use the SaaS Services.
4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. CONVERSELY shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify CONVERSELY immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to CONVERSELY immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use the Service.
4.6 License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to CONVERSELY a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.
4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. CONVERSELY or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some CONVERSELY programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by CONVERSELY and not under the Agreement.
4.8 Suggestions. CONVERSELY shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.
ORDERS AND PAYMENT5.1 Orders. Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule and this SaaS Agreement, the terms of the Schedule shall take precedence.
5.2 Invoicing and Payment. Unless otherwise provided in the Schedule, CONVERSELY shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to CONVERSELY in United States Dollars.
5.3 Expenses. Customer will reimburse CONVERSELY for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. CONVERSELY shall notify Customer prior to incurring any such expense. CONVERSELY shall comply with Customer’s travel and expense policy if made available to CONVERSELY prior to the required travel.
5.4 Taxes. CONVERSELY shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Conversely Applications net income, capital or corporate franchise.
TERM AND TERMINATION6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30)days after receipt of notice of such breach.
6.3 Suspension for Non-Payment. CONVERSELY reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to CONVERSELY under this SaaS Agreement, but only after CONVERSELY notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services
shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that CONVERSELY shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.
6.4 Suspension for Ongoing Harm. CONVERSELY reserves the right to suspend delivery of the SaaS Services if CONVERSELY reasonably concludes that Customer or an Identity Cube user’s use of the SaaS Services is causing immediate and ongoing harm to CONVERSELY or others. In the extraordinary case that CONVERSELY must suspend delivery of the SaaS Services, CONVERSELY shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. CONVERSELY shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Conversely Applications rights under Section6.5 below.
6.5 Effect of Termination.
(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, CONVERSELY shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
(b) If CONVERSELY terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to CONVERSELY all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by CONVERSELY, then CONVERSELY shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
(c) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
WARRANTIES7.1 Warranty. CONVERSELY represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.
7.2 CONVERSELY WARRANTS THAT THE SAAS SERVICES WILLPERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. CONVERSELYDOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE ORUNINTERRUPTED, OR THAT CONVERSELY WILL CORRECT ALL SAAS SERVICES ERRORS.CUSTOMER ACKNOWLEDGES THAT CONVERSELY DOES NOT CONTROL THE TRANSFER OF DATAOVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAASSERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONSFACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY CONVERSELY(EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.NEITHER CONVERSELY NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT ORGUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED,VIRUS-FREE OR ERROR-FREE, NOR SHALL CONVERSELY OR ANY OF ITS SERVICE PROVIDERSBE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S ORANY USER’S DATA, FILES, OR PROGRAMS.
LIMITATIONS OF LIABILITYNEITHER PARTY(NOR ANY LICENSOR OR OTHER SUPPLIER OF CONVERSELY) SHALL BE LIABLE FORINDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUTLIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE,INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAASAGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVENIF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAASAGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALLEXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURINGTHE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
INDEMNIFICATION9.1 Indemnification by CONVERSELY. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Conversely Applications negligence or willful misconduct has caused bodily injury or death, CONVERSELY shall defend Customer and its directors, officers and employees against the claim at Conversely Applications expense and CONVERSELY shall pay all losses, damages and expenses(including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by CONVERSELY, to the extent arising from the claim. CONVERSELY shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by CONVERSELY, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. CONVERSELY may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
9.2 Indemnification by Customer. If a third party makes a claim against CONVERSELY that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend CONVERSELY and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
9.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.
CONFIDENTIALITY10.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or(d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. CONVERSELY software and Documentation are deemed Confidential Information of CONVERSELY.
10.2 Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter(perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party
shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
10.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
GENERAL PROVISIONS11.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Conversely Applications ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
11.4 Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.
11.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given(a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c)when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.
11.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
11.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
11.8 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
11.9 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
11.10 Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
11.11 Publicity. CONVERSELY may include Customer’s name and logo in its customer lists and on its website. Upon signing, CONVERSELY may issue a high-level press release announcing the relationship and the manner in which Customer will use the CONVERSELY solution. CONVERSELY shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
11.12 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS
Services(including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
11.13 No Third Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
11.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
11.15 Statistical Information. CONVERSELY may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.
11.16 Governing Law. This SaaS Agreement shall be governed by the laws of the State of Indiana, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
11.17 Compliance with Laws. CONVERSELY shall comply with all applicable local ,state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data
11.18 Dispute Resolution. Customer’s satisfaction is an important objective to CONVERSELY in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relatingto the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15)days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
11.19 Signatures. This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this SaaS Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.
Acceptable Use Policy (AUP)
This Acceptable Use Policy (AUP) applies to users of Conversely services. It should not be construed as legal advice. The examples provided hereunder are not exhaustive.
Prohibited Uses and Activities
The following uses and activities are prohibited;
No illegal, infringing, threatening, and offensive uses
An end-user is prohibited from using the company's services to violate the Applicable law or for any illegal services. Applicable law can be construed to involve rules, regulations that apply to you or your organisation. The services provided by conversely shall not be used to, but is not limited to;
- Infringe the copyright, trademarks,trade secrets, or other intellectual property
- Misappropriation of funds, fraud,forgery or theft of personal information
- Falsely stating or misrepresenting oneself, or impersonation of any person or entity to Conversely or its agents
- Harm minors in any way
- Making available content that is unlawful, tortious, defamatory, racially objective, or violates the applicable law
- Stalking or harassing any individual
- Distributing offensive materials such as pornographic materials, indecent and hateful materials
- Encouraging third parties to do anyof the foregoing activities.
- Intentionally distributing worms,viruses, or trojan horses to other users of the services
The services cannot be used to cause any harm to the security of any individual or any entity or national security. Harm to security includes but is not limited to hacking, web crawling, unauthorised web monitoring, and sharing content in away that causes any breach to security.
Users of conversely services are prohibited from harvesting and collecting data of other users for any use without their consent. The services shall also not be used to distribute bulk messages to recipients with no pre-existing business relationships or to get responses from such spam. Licences shall be obtained before sending such bulk messages. Also, where users have asked not to be sent any messages, persons are prohibited from continuing with such acts.
Conversely retains the right to continuously update this policy. The company undertakes to send notifications to users of the services through its website or to personal emails. The user has the right not to agree with the updated policy in which case, they may discontinue use of the services offered by Conversely. Continued use of the services will be construed as acceptance of any revisions.
The failure to comply with the Acceptable Use Policy will lead to the suspension or termination of the services offered.
If you have any questions, contact us at firstname.lastname@example.org or visit our website at conversely.net.