Service Agreement
1. Services: This agreement covers all products and services offered by SiteGuardian, Rock Hill, SC (Company) to which you (Customer) subscribe.
2. Eligibility: You are eligible to subscribe to services provided by SiteGuardian if, by acceptance of this
agreement, you truthfully certify that:
(a) you are not a competitor of Company, and
(b) if you are applying for a promotional trial, you have not benefited from a promotional trial of the Services in the past. 3. Conditions of Use: Your use of Company's services is subject to the following conditions:
(a) you must not cause or allow robots or other automated processes to act upon or interact with Company's systems or user interfaces without prior written permission from Company, and
(b) you must not use Company's services in a way that causes unreasonable load on Company's systems or unwanted load on systems with which you direct Company's services to interact, and
(c) you agree to suspend monitoring for monitored sites that will be or have been down for an extended period of time (generally 12 hours or more). SiteGuardian reserves the right to cancel Customer accounts not in compliance with these conditions. 4. Use of Data: Customer agrees that all data generated by the Services (Data) are for Customer's internal reference only. If Customer uses the Services to monitor devices that Customer does not directly own, Customer agrees not to publish or otherwise disclose Data acquired about such devices. 5. Default and Remedies: Customer will be in default under this Agreement if there is:
(a) failure to pay any amount when due (subject to a 10-day grace period for Customers in North America, and a 21-day grace period for Customers outside of North America), or
(b) Customer fails to comply with any provision of this Agreement, or
(c) any representation made by Customer in this Agreement is or becomes untrue. If Customer is in default in any way, Company may immediately take any one or more of the following actions for protection: (a) Declare all unpaid amounts due and payable
(b) Terminate this Agreement with respect to all or any part of the Services
(c) Take any other lawful action Company may deem appropriate to enforce Customer's performance of this Agreement and/or obtain damages for Customer's br /. If Customer defaults, he agrees to pay costs and reasonable attorney's fees Company may incur in enforcing Company's rights. 6. Certain Other Agreements: Customer understands and agrees with Company as follows:
(a) Customer will comply with all state and federal laws, rules, regulation and tariffs regarding any specific applications and use of the Services.
(b) Sales/Use Taxes: Customer will pay all sales or use taxes as billed by Company. Customer will also pay all other local, state or federal taxes arising out of his use of Services (excluding any income taxes), and Customer will provide Company with written proof of payment upon request.
(c) Reimbursement: If Customer fails to pay any taxes, charges or fees, created by himself, Company may at his option, pay the applicable taxes, charges and fees, and Customer will reimburse Company for those payments.
(d) Cancellation and Assignment: Until paid in full, Customer may neither cancel this Agreement nor transfer it. Customer may neither assign his rights or duties without Company's written consent, which Company may withhold at Company's sole discretion. Upon prior notice to Customer, Company may assign or subcontract all or part of Company's rights and obligations under the Agreement, in which event Customer will look only to Company's assignee and not to Company for any further performance.
(e) Automatic renewal: This Agreement will automatically renew at the monthly service price unless Customer sends Company written notice that he does not want it to renew at least fifteen (15) days before the end of the Agreement's term. Company may cancel the automatic renewal term by sending Customer written notice that Company does not want the Agreement to renew, at least fifteen (15) days before the end of any term of the Agreement.
(f) Billing: Accounts will be billed and due on the 5th of every month. Demo accounts upgraded to Basic or Advanced will be pro-rated. Accounts will be charged for the highest account type(Basic/Advanced) used for the month billed. Any device setup and monitored during the month will be charged full rate for that month. 7. No Warranties: We are selling a service provided via multiple public and private facilities, some of which are not within our control. Company does not guarantee the quality or condition of the Service. Company does not guarantee your subscribed Services will be active and available 100% of the time and will not be held liable for any losses in the event that there is a service failure. COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS CONTRACT. 8. Miscellaneous:
(a) These terms and conditions are the complete Agreement between the parties. This Agreement supersedes all prior agreements, representations or promises made by Company's representative that differ in any way from these terms and conditions.
(b) Any modifications of, or waiver of rights under, this Agreement must be in writing signed by the party or parties to be bound by the modification or waiver.
(c) No provision of any purchase order or other document which Customer may issue covering any Equipment or Services will modify the terms and conditions of the Agreement: Customer agrees that any such purchase order or other document is strictly for purposes of Customer's internal use.
(d) Any failure on Company's part to exercise Company's rights, or any delay in exercising Company's rights, shall not be deemed to be waiver of those rights, and waiver of any provision on any occasion shall not be construed to be a waiver of any other provision or on any other occasion.
(e) If more than one Customer or Guarantor is named in this Agreement, each shall be jointly and severally liable for all the provisions of the Customer and Guarantor.
(f) Any notices required under this Agreement must be delivered in person or mailed, properly addressed and with postage prepaid, or via e-mail, to the party entitled to receive the notice.
(g) This Agreement shall be interpreted under the laws of the State of South Carolina. Venue for litigating any dispute under this Agreement shall be in the appropriate Federal or State court in Rock Hill, South Carolina.
(a) you are not a competitor of Company, and
(b) if you are applying for a promotional trial, you have not benefited from a promotional trial of the Services in the past. 3. Conditions of Use: Your use of Company's services is subject to the following conditions:
(a) you must not cause or allow robots or other automated processes to act upon or interact with Company's systems or user interfaces without prior written permission from Company, and
(b) you must not use Company's services in a way that causes unreasonable load on Company's systems or unwanted load on systems with which you direct Company's services to interact, and
(c) you agree to suspend monitoring for monitored sites that will be or have been down for an extended period of time (generally 12 hours or more). SiteGuardian reserves the right to cancel Customer accounts not in compliance with these conditions. 4. Use of Data: Customer agrees that all data generated by the Services (Data) are for Customer's internal reference only. If Customer uses the Services to monitor devices that Customer does not directly own, Customer agrees not to publish or otherwise disclose Data acquired about such devices. 5. Default and Remedies: Customer will be in default under this Agreement if there is:
(a) failure to pay any amount when due (subject to a 10-day grace period for Customers in North America, and a 21-day grace period for Customers outside of North America), or
(b) Customer fails to comply with any provision of this Agreement, or
(c) any representation made by Customer in this Agreement is or becomes untrue. If Customer is in default in any way, Company may immediately take any one or more of the following actions for protection: (a) Declare all unpaid amounts due and payable
(b) Terminate this Agreement with respect to all or any part of the Services
(c) Take any other lawful action Company may deem appropriate to enforce Customer's performance of this Agreement and/or obtain damages for Customer's br /. If Customer defaults, he agrees to pay costs and reasonable attorney's fees Company may incur in enforcing Company's rights. 6. Certain Other Agreements: Customer understands and agrees with Company as follows:
(a) Customer will comply with all state and federal laws, rules, regulation and tariffs regarding any specific applications and use of the Services.
(b) Sales/Use Taxes: Customer will pay all sales or use taxes as billed by Company. Customer will also pay all other local, state or federal taxes arising out of his use of Services (excluding any income taxes), and Customer will provide Company with written proof of payment upon request.
(c) Reimbursement: If Customer fails to pay any taxes, charges or fees, created by himself, Company may at his option, pay the applicable taxes, charges and fees, and Customer will reimburse Company for those payments.
(d) Cancellation and Assignment: Until paid in full, Customer may neither cancel this Agreement nor transfer it. Customer may neither assign his rights or duties without Company's written consent, which Company may withhold at Company's sole discretion. Upon prior notice to Customer, Company may assign or subcontract all or part of Company's rights and obligations under the Agreement, in which event Customer will look only to Company's assignee and not to Company for any further performance.
(e) Automatic renewal: This Agreement will automatically renew at the monthly service price unless Customer sends Company written notice that he does not want it to renew at least fifteen (15) days before the end of the Agreement's term. Company may cancel the automatic renewal term by sending Customer written notice that Company does not want the Agreement to renew, at least fifteen (15) days before the end of any term of the Agreement.
(f) Billing: Accounts will be billed and due on the 5th of every month. Demo accounts upgraded to Basic or Advanced will be pro-rated. Accounts will be charged for the highest account type(Basic/Advanced) used for the month billed. Any device setup and monitored during the month will be charged full rate for that month. 7. No Warranties: We are selling a service provided via multiple public and private facilities, some of which are not within our control. Company does not guarantee the quality or condition of the Service. Company does not guarantee your subscribed Services will be active and available 100% of the time and will not be held liable for any losses in the event that there is a service failure. COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS CONTRACT. 8. Miscellaneous:
(a) These terms and conditions are the complete Agreement between the parties. This Agreement supersedes all prior agreements, representations or promises made by Company's representative that differ in any way from these terms and conditions.
(b) Any modifications of, or waiver of rights under, this Agreement must be in writing signed by the party or parties to be bound by the modification or waiver.
(c) No provision of any purchase order or other document which Customer may issue covering any Equipment or Services will modify the terms and conditions of the Agreement: Customer agrees that any such purchase order or other document is strictly for purposes of Customer's internal use.
(d) Any failure on Company's part to exercise Company's rights, or any delay in exercising Company's rights, shall not be deemed to be waiver of those rights, and waiver of any provision on any occasion shall not be construed to be a waiver of any other provision or on any other occasion.
(e) If more than one Customer or Guarantor is named in this Agreement, each shall be jointly and severally liable for all the provisions of the Customer and Guarantor.
(f) Any notices required under this Agreement must be delivered in person or mailed, properly addressed and with postage prepaid, or via e-mail, to the party entitled to receive the notice.
(g) This Agreement shall be interpreted under the laws of the State of South Carolina. Venue for litigating any dispute under this Agreement shall be in the appropriate Federal or State court in Rock Hill, South Carolina.