Use of Service
Client and Company agree to use the Service in compliance with all applicable laws, rules and regulations, including any regarding the transmission of technical data exported from one country to another. Violation of any of the foregoing may result in immediate termination of these Terms and may subject Client to legal penalties and consequences.
During the survival of any Order Form (Order) and subject to these Terms, Client shall have the right to access and use the Service solely for internal business purposes. At the termination of any related Orders, all rights to access or use the Service shall immediately terminate.
Client shall not, and shall not authorize or encourage any other party to: Use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Company; Use the Service for any fraudulent or inappropriate purpose; or Resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Company.
Client agrees to pay for the Service requested in accordance with any applicable Order. The fees stated in any Order do not include any direct or indirect taxes, levies, duties or similar governmental assessments of any kind (“Taxes”). Client is responsible for the payment of any and all Taxes associated with the Order and the Service. Any fees or charges not included in an Order will require Client’s approval and be invoiced separately. If no payment terms are stated in an Order, all payments are due Net 30 from receipt of invoice. Company reserves the right to suspend Service if any Client invoices on any Order become past due.
Standard support services as outlined in the Support Desk Service Document (Standard Support) are included in the Fielo Loyalty platform. Upon Client approval, additional support/professional services hours are available on a per hour basis at Company’s current service rates as updated from time to time. Additional hours will be billed separately and Client will be notiﬁed in advance of the additional services and of any increase in the rates. Company may access data about the Client’s usage of the Service in order to provide Standard Support.
Client acknowledges that Company owns all rights, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. Client agrees not to copy, reproduce, alter, modify, or create derivative works from the Service. Other than the right to display and use the materials created by the Service for the Client, the Client claims no right in the Service or any improvements or updates in the Service. Company claims no intellectual property rights over the material Client provides to the Service except those necessary to process the materials as requested by the Client and to improve the Service from time to time.
Privacy and Data Protection
The parties acknowledge and agree that any personally identifiable information acquired in connection with the provision of the Service shall be considered proprietary information of the source from which such information was collected and all right, title and interest in the information is owned by such source.
The parties agree to keep conﬁdential all information marked Conﬁdential by the other party or information that could reasonably be thought to be conﬁdential and agree not to copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Conﬁdential Information. The parties will not publicize details of their relationship without the other party’s prior written approval. Company may disclose that Client is a customer.
Company shall have the right to use any non-conﬁdential materials following their publication to promote Company’s Service to third parties, including submitting such materials to industry award shows and posting them on Company’s website.
Each party agrees to indemnify, defend and hold harmless the other from and against any and all liabilities, losses, claims, demands and actions arising out of any claim or suit brought against the indemniﬁed party by a third party for intellectual property infringement or other losses, to the extent caused by the negligence or willful misconduct of the indemnifying party under these Terms.
Limitation of Liability
Neither party shall be liable to the other nor any other person for any indirect, consequential, incidental, punitive or special damages, including without limitation, lost proﬁts incurred by that party as a result of the use or inability to use the Services, even if the incurring party has been advised of the possibility of such damages.
To the extent permitted by applicable law, neither party’s liability to the other or any third party related to the Service in contract, tort or any other theory of liability, exceed the amounts paid or payable for the Service in the twelve (12) months prior to the event giving rise to the claim.
Disasters and Force Majeure
If Company is unable to provide the Service due to the occurrence of any disaster or force majeure event; Company’s obligations under these Terms or any related Order are suspended for a reasonable amount of time necessary to recover from such disaster and/or force majeure event.
Term and Termination
The Service provided and any related Order will be automatically renewed for additional one-year periods unless one of the parties notifies the other of its intent not to renew at least forty-five (45) days in advance of the expiration of the term stated in the Order, or any renewal term. Either party may terminate an Order for cause by delivering a written termination notice to the other party if the other party materially breaches these Terms and (i) the breaching party has not remedied the breach within thirty (30) days after receipt of a written notice from the non-breaching party or (ii) if the breach is by its nature not susceptible to cure. The increase in prices for any automatic renewal period will be provided to the Client at least sixty (60) days prior to the expiration of such period.
EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICE IS PROVIDED “AS IS”.
CLIENT ACKNOWLEDGES THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS ASSOCIATED WITH SUCH TRANSFERS.