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BY CLICKING THE "I ACCEPT"
BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING
TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SOFTWORKS
SOLUTIONS, INC. ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY,
THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF
OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY
TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS
"YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT
HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,
YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
Welcome
As part of the Service, Softworks Solutions, Inc. will provide you with use
of the Service, including a browser interface and data encryption,
transmission, access and storage. Your registration for, or use of, the
Service shall be deemed to be your agreement to abide by this Agreement
including any materials available on the Softworks Solutions, Inc. website
incorporated by reference herein, including but not limited to Softworks
Solutions, Inc.'s privacy and security policies. For reference, a Definitions
section is included at the end of this Agreement.
1. Privacy & Security; Disclosure
Softworks Solutions, Inc.'s privacy and security policies may be viewed at http://www.softworksis.com. Softworks
Solutions, Inc. reserves the right to modify its privacy and security
policies in its reasonable discretion from time to time. Individual users,
when they initially log in, will be asked whether or not they wish to receive
marketing and other non-critical Service-related communications from Softworks
Solutions, Inc. from time to time. They may opt out of receiving such
communications at that time or at any subsequent time by changing their
preference under User Profile Setup. Personal Edition users will not have the
option of opting out unless they terminate their Personal Edition account
with Softworks. Note that because the Service is a hosted, online
application, Softworks occasionally may need to notify all users of the
Service (whether or not they have opted out as described above) of important
announcements regarding the operation of the Service. If you become a paying
customer of the Service, you agree that Softworks can disclose the fact that
you are a paying customer and the edition of the Service that you are using.
2. License Grant & Restrictions
Softworks hereby grants you a non-exclusive, non-transferable, worldwide
right to use the Service, solely for your own internal business purposes,
subject to the terms and conditions of this Agreement. All rights not
expressly granted to you are reserved by Softworks and its licensors.
You shall not (i) license, sublicense, sell,
resell, transfer, assign, distribute or otherwise commercially exploit or
make available to any third party the Service or the Content in any way; (ii)
modify or make derivative works based upon the Service or the Content; (iii)
create Internet "links" to the Service or "frame" or
"mirror" any Content on any other server or wireless or
Internet-based device; or (iv) reverse engineer or access the Service in order
to (a) build a competitive product or service, (b) build a product using
similar ideas, features, functions or graphics of the Service, or (c) copy
any ideas, features, functions or graphics of the Service. User licenses
cannot be shared or used by more than one individual User but may be
reassigned from time to time to new Users who are replacing former Users who
have terminated employment or otherwise changed job status or function and no
longer use the Service.
You may use the Service only for your internal business purposes and shall
not: (i) send spam or otherwise duplicative or
unsolicited messages in violation of applicable laws; (ii) send or store
infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous
material, including material harmful to children or violative
of third party privacy rights; (iii) send or store material containing
software viruses, worms, Trojan horses or other harmful computer code, files,
scripts, agents or programs; (iv) interfere with or disrupt the integrity or
performance of the Service or the data contained therein; or (v) attempt to
gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and
shall abide by all applicable local, state, national and foreign laws,
treaties and regulations in connection with your use of the Service,
including those related to data privacy, international communications and the
transmission of technical or personal data. You shall: (i)
notify Softworks immediately of any unauthorized use of any password or
account or any other known or suspected breach of security; (ii) report to Softworks
immediately and use reasonable efforts to stop immediately any copying or
distribution of Content that is known or suspected by you or your Users; and
(iii) not impersonate another Softworks user or provide false identity
information to gain access to or use the Service.
4. Account Information and Data
Softworks does not own any data, information or material that you submit to
the Service in the course of using the Service ("Customer Data").
You, not Softworks, shall have sole responsibility for the accuracy, quality,
integrity, legality, reliability, appropriateness, and intellectual property
ownership or right to use of all Customer Data, and Softworks shall not be
responsible or liable for the deletion, correction, destruction, damage, loss
or failure to store any Customer Data. In the event this Agreement is
terminated (other than by reason of your breach), Softworks will make available to you a file of the
Customer Data within 30 days of termination if you so request at the time of
termination. Softworks reserves the right to withhold, remove and/or
discard Customer Data without notice for any breach, including, without
limitation, your non-payment. Upon termination for cause, your right to
access or use Customer Data immediately ceases, and Softworks shall have no
obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Softworks alone (and its licensors, where applicable) shall own all right,
title and interest, including all related Intellectual Property Rights, in
and to the Softworks Technology, the Content and the Service and any
suggestions, ideas, enhancement requests, feedback, recommendations or other
information provided by you or any other party relating to the Service. This
Agreement is not a sale and does not convey to you any rights of ownership in
or related to the Service, the Softworks Technology or the Intellectual
Property Rights owned by Softworks. The Softworks name, the Softworks logo,
and the product names associated with the Service are trademarks of Softworks
or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase
goods and/or services from, or participate in promotions of advertisers or
sponsors showing their goods and/or services through the Service. Any such
activity, and any terms, conditions, warranties or representations associated
with such activity are solely between you and the applicable third-party. Softworks
and its licensors shall have no liability, obligation or responsibility for
any such correspondence, purchase or promotion between you and any such
third-party. Softworks does not endorse any sites on the Internet that are
linked through the Service. Softworks provides these links to you only as a
matter of convenience, and in no event shall Softworks or its licensors be responsible
for any content, products, or other materials on or available from such
sites. Softworks provides the Service to you pursuant to the terms and
conditions of this Agreement. You recognize, however, that certain
third-party providers of ancillary software, hardware or services may require
your agreement to additional or different license or other terms prior to
your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the
fees, charges, and billing terms in effect at the time a fee or charge is due
and payable. The initial charges will be equal to the current number of total
User licenses requested times the User license fee currently in effect.
Payments may be made annually, monthly, or quarterly, consistent with the
Initial Term, or as otherwise mutually agreed upon. You are responsible for
paying for all User licenses ordered for the entire License Term, whether or
not such User licenses are actively used. You must provide Softworks with
valid credit card or approved purchase order information as a condition to
signing up for the Service. An authorized License Administrator may add
licenses by executing an additional written Order Form or using the Online Order Center.
Added licenses will be subject to the following: (i)
added licenses will be coterminous with the preexisting License Term (either
Initial Term or renewal term); (ii) the license fee for the added licenses
will be the then current, generally applicable license fee; and (iii)
licenses added in the middle of a billing month will be charged in full for
that billing month. Softworks reserves the right to modify its fees and
charges and to introduce new charges at any time, upon at least 30 days prior
notice to you, which notice may be provided by e-mail. All pricing terms are
confidential, and you agree not to disclose them to any third party.
8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is (i) 5 MB per User license, (ii) Unlimited storage for
subscription-based users. If the amount of disk storage required exceeds
these limits, you will be charged the then-current storage fees. Softworks
will use reasonable efforts to notify you when the average storage used per
license reaches approximately 90% of the maximum; however, any failure by Softworks
to so notify you shall not affect your responsibility for such additional
storage charges. Softworks reserves the right to establish or modify its
general practices and limits relating to storage of Customer Data.
9. Billing and Renewal
Softworks charges and collects in advance for use of the Service. Softworks
will automatically renew and bill your credit card or issue an invoice to you
(a) every month for monthly licenses, (b) every quarter for quarterly
licenses, (c) each year on the subsequent anniversary for annual licenses, or
(d) as otherwise mutually agreed upon. The renewal charge will be equal to
the then-current number of total User licenses times the license fee in
effect during the prior term, unless Softworks has given you at least 30 days
prior written notice of a fee increase, which shall be effective upon renewal
and thereafter. Fees for other services will be charged on an as-quoted
basis. Softworks’ fees are exclusive of all taxes, levies, or duties imposed
by taxing authorities, and you shall be responsible for payment of all such
taxes, levies, or duties, excluding only United States (federal or state)
taxes based solely on Softworks’ income.
You agree to provide Softworks with complete and accurate billing and contact
information. This information includes your legal company name, street
address, e-mail address, and name and telephone number of an authorized
billing contact and License Administrator. You agree to update this
information within 30 days of any change to it. If the contact information
you have provided is false or fraudulent, Softworks reserves the right to
terminate your access to the Service in addition to any other legal remedies.
Unless Softworks in its discretion determines otherwise: users will be billed
at the subscription rate in U.S. Dollars;
If you believe your bill is incorrect, you must contact us in writing within
60 days of the invoice date of the invoice containing the amount in question
to be eligible to receive an adjustment or credit.
10. Non-Payment and Suspension
In addition to any other rights granted to Softworks herein, Softworks
reserves the right to suspend or terminate this Agreement and your access to
the Service if your account becomes delinquent (falls into arrears).
Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per
month on any outstanding balance, or the maximum permitted by law, whichever
is less, plus all expenses of collection. You will continue to be charged for
User licenses during any period of suspension. If you or Softworks initiates
termination of this Agreement, you will be obligated to pay the balance due
on your account computed in accordance with the Charges and Payment of Fees
section above. You agree that Softworks may charge such unpaid fees to your
credit card or otherwise bill you for such unpaid fees.
Softworks reserves the right to impose a reconnection fee in the event you
are suspended and thereafter request access to the Service. You agree and
acknowledge that Softworks has no obligation to retain Customer Data and that
such Customer Data may be irretrievably deleted if your account is 30 days or
more delinquent.
11. Termination upon Expiration/Reduction in Number of
Licenses
This Agreement commences on the Effective Date. For Personal Edition
licenses, the term is indefinite and may be terminated at any time in Softworks'
sole discretion. Upon the expiration of the Initial Term, this Agreement will
automatically renew for successive renewal terms equal in duration to the
Initial Term (or one year, if the Initial Term is greater than one year) at Softworks’
then current fees. Either party may terminate this Agreement or reduce the number
of licenses, effective only upon the expiration of the then current License
Term, by notifying the other party in writing at least five (5) business days
prior to the date of the invoice for the following term. In the case of free
trials, notifications provided through the Service indicating the remaining
number of days in the free trial shall constitute notice of termination. In
the event this Agreement is terminated (other than by reason of your breach),
Softworks will make available to you a file of the Customer Data within 30
days of termination if you so request at the time of termination. You agree
and acknowledge that Softworks has no obligation to retain the Customer Data,
and may delete such Customer Data, more than 30 days after termination.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Softworks
Technology or Service will be deemed a material breach of this Agreement. Softworks,
in its sole discretion, may terminate your password, account or use of the
Service if you breach or otherwise fail to comply with this Agreement. In
addition, Softworks may terminate a free account at any time in its sole
discretion. You agree and acknowledge that Softworks has no obligation to
retain the Customer Data, and may delete such Customer Data, if you have
materially breached this Agreement, including but not limited to failure to
pay outstanding fees, and such breach has not been cured within 30 days of
notice of such breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority
to enter into this Agreement. Softworks represents and warrants that it will
provide the Service in a manner consistent with general industry standards
reasonably applicable to the provision thereof and that the Service will
perform substantially in accordance with the online Softworks help
documentation under normal use and circumstances. You represent and warrant
that you have not falsely identified yourself nor provided any false information
to gain access to the Service and that your billing information is correct.
14. Mutual Indemnification
You shall indemnify and hold Softworks, its licensors and each such party's
parent organizations, subsidiaries, affiliates, officers, directors,
employees, attorneys and agents harmless from and against any and all claims,
costs, damages, losses, liabilities and expenses (including attorneys' fees
and costs) arising out of or in connection with: (i)
a claim alleging that use of the Customer Data infringes the rights of, or
has caused harm to, a third party; (ii) a claim, which if true, would
constitute a violation by you of your representations and warranties; or
(iii) a claim arising from the breach by you or your Users of this Agreement,
provided in any such case that Softworks (a) gives written notice of the
claim promptly to you; (b) gives you sole control of the defense and
settlement of the claim (provided that you may not settle or defend any claim
unless you unconditionally release Softworks of all liability and such
settlement does not affect Softworks’ business or Service); (c) provides to
you all available information and assistance; and (d) has not compromised or
settled such claim.
Softworks shall indemnify and hold you and your parent organizations,
subsidiaries, affiliates, officers, directors, employees, attorneys and
agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out of
or in connection with: (i) a claim alleging that
the Service directly infringes a copyright, a U.S. patent issued as of the
Effective Date, or a trademark of a third party; (ii) a claim, which if true,
would constitute a violation by Softworks of its representations or
warranties; or (iii) a claim arising from breach of this Agreement by Softworks;
provided that you (a) promptly give written notice of the claim to Softworks;
(b) give Softworks sole control of the defense and settlement of the claim
(provided that Softworks may not settle or defend any claim unless it
unconditionally releases you of all liability); (c) provide to Softworks all
available information and assistance; and (d) have not compromised or settled
such claim. Softworks shall have no indemnification obligation, and you shall
indemnify Softworks pursuant to this Agreement, for claims arising from any
infringement arising from the combination of the Service with any of your
products, service, and hardware or business process.
15. Disclaimer of Warranties
SOFTWORKS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS
TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SOFTWORKS AND ITS
LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE
SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH
ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR
RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F)
THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED
TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY SOFTWORKS AND ITS LICENSORS.
16. Internet Delays
SOFTWORKS’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SOFTWORKS
IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEEDS THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL
EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF
ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE,
INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR
ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF
THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE
BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental, consequential or
certain other types of damages, so the exclusions set forth above may not
apply to you.
19. Local Laws and Export Control
This site provides services and uses software and technology that may be
subject to United States
export controls administered by the U.S. Department of Commerce, the United
States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control
regulations of Switzerland
and the European Union. The user of this site ("User") acknowledges
and agrees that the site shall not be used, and none of the underlying
information, software, or technology may be transferred or otherwise exported
or re-exported to countries as to which the United States, Switzerland and/or
the European Union maintains an embargo (collectively, "Embargoed
Countries"), or to or by a national or resident thereof, or any person
or entity on the U.S. Department of Treasury's List of Specially Designated
Nationals or the U.S. Department of Commerce's Table of Denial Orders
(collectively, "Designated Nationals"). The lists of Embargoed
Countries and Designated Nationals are subject to change without notice. By
using the Service, you represent and warrant that you are not located in,
under the control of, or a national or resident of an Embargoed Country or
Designated National. You agree to comply strictly with all U.S., Swiss
and European Union export laws and assume sole responsibility for obtaining licenses
to export or re-export as may be required.
This site may use encryption technology that is subject to licensing
requirements under the U.S. Export Administration Regulations, 15 C.F.R.
Parts 730-774 and Council Regulation (EC) No. 1334/2000
Softworks and its licensors make no representation that the Service is
appropriate or available for use in other locations. If you use the Service
from outside the United States of America,
Switzerland
and/or the European Union, you are solely responsible for compliance with all
applicable laws, including without limitation export and import regulations
of other countries. Any diversion of the Content contrary to United States,
Swiss or European Union (including European Union Member States) law is
prohibited. None of the Content, nor any information acquired through the use
of the Service, is or will be used for nuclear activities, chemical or
biological weapons or missile projects, unless specifically authorized by the
United States
government or appropriate European body for such purposes.
20. Notice
Softworks may give notice by means of a general notice on the Service,
electronic mail to your e-mail address on record in Softworks’ account
information, or by written communication sent by first class mail or pre-paid
post to your address on record in Softworks’ account information. Such notice
shall be deemed to have been given upon the expiration of 48 hours after
mailing or posting (if sent by first class mail or pre-paid post) or 12 hours
after sending (if sent by email). You may give notice to Softworks (such
notice shall be deemed given when received by Softworks) at any time by any
of the following: letter sent by confirmed facsimile to Softworks at the
following fax numbers (whichever is appropriate): (813) 221 4395 (for U.S.
Customers); letter delivered by nationally recognized overnight delivery
service or first class postage prepaid mail to Softworks at the following
addresses (whichever is appropriate): Softworks Solutions, Inc., @ 220 E.
Madison St., Suite 1212, Tampa, FL 33602; addressed to the attention of:
Chief Financial Officer.
21. Modification to Terms
Softworks reserves the right to modify the terms and conditions of this
Agreement or its policies relating to the Service at any time, effective upon
posting of an updated version of this Agreement on the Service. You are
responsible for regularly reviewing this Agreement. Continued use of the
Service after any such changes shall constitute your consent to such changes.
22. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval
of Softworks but may be assigned without your consent by Softworks to (i) a parent or subsidiary, (ii) an acquirer of assets, or
(iii) a successor by merger. Any purported assignment in violation of this
section shall be void. Any actual or proposed change in control of you that
results or would result in a direct competitor of Softworks directly or
indirectly owning or controlling 50% or more of you shall entitle Softworks
to terminate this Agreement for cause immediately upon written notice.
23. General
With respect to U.S. Customers, this Agreement shall be governed by Florida
law and controlling United States federal law, without regard to the choice
or conflicts of law provisions of any jurisdiction, and any disputes,
actions, claims or causes of action arising out of or in connection with this
Agreement or the Service shall be subject to the exclusive jurisdiction of
the state and federal courts located in Tampa, Florida. No text or
information set forth on any other purchase order, preprinted form or
document (other than an Order Form, if applicable) shall add to or vary the
terms and conditions of this Agreement. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid or unenforceable,
then such provision(s) shall be construed, as nearly as possible, to reflect
the intentions of the invalid or unenforceable provision(s), with all other
provisions remaining in full force and effect. No joint venture, partnership,
employment, or agency relationship exists between you and Softworks as a
result of this agreement or use of the Service. The failure of Softworks to
enforce any right or provision in this Agreement shall not constitute a waiver
of such right or provision unless acknowledged and agreed to by Softworks in
writing. This Agreement, together with any applicable Order Form, comprises
the entire agreement between you and Softworks and supersedes all prior or
contemporaneous negotiations, discussions or agreements, whether written or
oral, between the parties regarding the subject matter contained herein.
24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated
herewith: "Agreement" means these online terms of use, any Order
Forms, whether written or submitted online via the Online Order Center, and
any materials available on the Softworks website specifically incorporated by
reference herein, as such materials, including the terms of this Agreement,
may be updated by Softworks from time to time in its sole discretion;
"Content" means the audio and visual information, documents,
software, products and services contained or made available to you in the
course of using the Service; "Customer Data" means any data,
information or material provided or submitted by you to the Service in the
course of using the Service; "Effective Date" means the earlier of
either the date this Agreement is accepted by selecting the "I
Accept" option presented on the screen after this Agreement is displayed
or the date you begin using the Service; "Initial Term" means the
initial period during which you are obligated to pay for the Service equal to
the billing frequency selected by you during the subscription process (e.g.,
if the billing frequency is quarterly, the Initial Term is the first
quarter); "Intellectual Property Rights" means unpatented
inventions, patent applications, patents, design rights, copyrights,
trademarks, service marks, trade names, domain name rights, mask work rights,
know-how and other trade secret rights, and all other intellectual property
rights, derivatives thereof, and forms of protection of a similar nature
anywhere in the world; "License Administrator(s)" means those Users
designated by you who are authorized to purchase licenses online using the
Online Order Center or by executing written Order Forms and to create User
accounts and otherwise administer your use of the Service; "License
Term(s)" means the period(s) during which a specified number of Users
are licensed to use the Service pursuant to the Order Form(s); "Order
Form(s)" means the form evidencing the initial subscription for the
Service and any subsequent order forms submitted online or in written form,
specifying, among other things, the number of licenses and other services
contracted for, the applicable fees, the billing period, and other charges as
agreed to between the parties, each such Order Form to be incorporated into
and to become a part of this Agreement (in the event of any conflict between
the terms of this Agreement and the terms of any such Order Form, the terms
of this Agreement shall prevail); "Online Order Center" means Softworks’
online application that allows the License Administrator designated by you
to, among other things, add additional Users to the Service; "Softworks"
means collectively Softworks, inc., a Delaware corporation, having its
principal place of business at The Landmark @ One Market, Suite 300, San
Francisco, California 94105 and Softworks Sàrl, a limited
liability company, having its registered office at Ch. de la Dent d'Oche, CH1024 Ecublens,
Switzerland; "Softworks Technology" means all of Softworks’
proprietary technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible
or intangible technical material or information) made available to you by Softworks
in providing the Service; "Service(s)" means the specific edition
of Softworks’ online customer relationship management, billing, data
analysis, or other corporate ERP services identified during the ordering
process, developed, operated, and maintained by Softworks, accessible via
http://www.Softworks or another designated web site or IP address, or
ancillary online or offline products and services provided to you by Softworks,
to which you are being granted access under this Agreement, including the
Saleforce.com Technology and the Content; "User(s)" means your
employees, representatives, consultants, contractors or agents who are
authorized to use the Service and have been supplied user identifications and
passwords by you (or by Softworks at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information,
please send an e-mail to info@softworksis.com.
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