Provider shall use reasonable efforts to provide the Services described and accepted in the SAEULA and Exhibit A or any additional Statement of Work for such Service. Provider is under no obligation to accept any request for services until and unless the SAEULA and/or Exhibit A and/or Statement of Work has been submitted and signed by the Provider and Client.
Subject to the terms and conditions of this Agreement, Provider grants Client, during the term of the Agreement, a non-transferable, non-exclusive, worldwide license to the Subscription Services. In addition to the other provisions of this Agreement, the license granted in this Section is subject to the following conditions: Client may not copy, translate, port, modify, or make derivative works of the Subscription Services. Client may not derive or attempt to derive the source code, source files, or structure of all or any portion of the Subscription Services by reverse engineering, disassembly, decompilation, or any other means. Client has no right whatsoever to receive, review, or otherwise use or have access to the source or object code for the Subscription Services. All domain names, and associated rights, will remain the property of Client. Provider will, at no additional charge to Client, provide Client with documentation made generally available by Provider for use of the Subscription Services. In making such copies or modifications, Client will not remove or alter any proprietary notices of Provider. Provider will have the right to review and approve (such approval not to be unreasonably withheld or delayed) any modified documentation or documentation produced by Client before such documentation is distributed to End Users.
Provider may provide Client with certain software or access to certain software (“Software”) for Client’s use in connection with the Services. All such Software is owned by Provider or its licensors, and Provider grants Client a non-transferable license to use the Software solely for its internal use in connection with the Services. Client may not otherwise copy the Software or attempt to reverse engineer said Software in any way. Client may not redistribute or transfer the Software in any way. From time to time, Provider may provide Client with new versions of or updates to the Software, which may be accompanied by additional terms and conditions.
All Intellectual Property rights in the Subscription Services are and will remain the sole and exclusive property of Provider. If Provider has licensed certain components of the Subscription Services from third parties (the “Third Party Products”), all rights to those components are reserved for their respective owners.
Provider may, in its sole discretion, modify, replace, or add to any of the Subscription Services at any time. Provider will use commercially reasonable efforts to provide prior written notice to Client of material changes to the Subscription Services. Provider may revise in its sole discretion the Acceptable Use Policy. Please review the Provider Acceptable Use Policy.
The Subscription Services contain material that is protected by United States copyright law. Provider expressly reserves all rights not expressly granted to Client under this Agreement. Client may not remove or modify any proprietary notice of Provider from any copy of the Subscription Services or their associated documentation.
Except as provided herein, neither party will use the company name and/or trademarks of the other party without the other party's prior written consent. Each party may publicly state that Client is a non-exclusive Client of the Subscription Services and may use all relevant trademarks of the other party in such statements.
Upon Provider’s request, Client will promptly provide Provider with print-ready or electronic copies of all Client Content reasonably necessary for Provider to provide the Subscription Services under this Agreement. Client hereby grants to Provider a limited, non-exclusive, non-transferable, royalty free license to use Client content in connection with marketing, selling, and providing Subscription Services for the Client. Provider will only use the Client Content as permitted by Client. Upon termination of this Agreement, Provider will, at its option, either destroy or return to Client all Client Content. No additional rights to the Client Content are granted to Provider under this Agreement.
Actions that Provider considers inappropriate and grounds for restriction of access to or removal of offending material or termination of Services include, but are not limited to, the following: Using the Services to sell any products or services that are unlawful in the location at which the content is posted or received or the products or services delivered; Using the Services to post any content that is obscene, pornographic, harassing, or otherwise objectionable. Provider does not allow the sending of unsolicited messages through the system. “Spam,” is strictly prohibited, any incidents or reports of “Spam” or other unsolicited messages are grounds for system termination without refund. Client agrees never to sell or distribute personal information gathered by the Subscription Services beyond the scope agreed to by the End User. Provider warrants that the policies used in providing services to Client are GDPR compliant and requires Client to adhere to GDPR compliance as well. Additional inappropriate actions can be found in the Provider Acceptable Use Policy.
Each party acknowledges that in the course of the performance of this Agreement, it may obtain certain information of the other party identified in writing as being confidential (“Confidential Information”). The party receiving such Confidential Information shall not use or disclose such Confidential Information to a third party other than as expressly permitted under this Agreement or as required by judicial, tribunal, or government order. Confidential Information shall not include any information which the Client provides to Provider to distribute in connection with the Subscription Services; specifically, any content provided by Client for the purpose of distribution shall not be considered Confidential Information. Provider at no time will share, use or sell Client lists or content. Further details are located within HighRoad’s Privacy Policy.
This Agreement will commence on the Effective Date and will continue in force for twelve (12) months unless earlier terminated as provided herein. Thereafter the Agreement will be automatically renewed for successive one (1) year terms unless either party, notifies the other party to the contrary. Client shall provide written notice at least ninety (90) days before the anniversary date if the Client does not wish to auto-renew the Agreement. Notwithstanding the above, this Agreement will automatically terminate if for any reason(s) Provider ceases to have the rights to distribute and/or utilize the Subscription Services. This Agreement will not be construed to limit Provider’s actions or remedies in any way with respect to any of the foregoing activities. Provider reserves the right to take any and all additional actions it may deem appropriate with respect to Clients who violate the Acceptable Use Policy, including, without limitation, taking action to recover the costs and expenses of identifying offenders and excluding them from the Subscription Services, and levying cancellation charges to cover Provider’s expenses in the event of disconnection of dedicated access for the causes outlined above. In the event of a breach by Client of its material obligations under this Agreement, Provider may immediately cease to provide Services to Client under any accepted Statement of Work. Upon termination of this Agreement for any reason, all Confidential Information in the possession of one party shall be returned promptly to the other party, and Client shall return promptly to Provider any Service related Software provided to Client and copies thereof in its possession. The provisions of this document and all payment obligations incurred prior to termination shall survive the termination of this Agreement.
Client will pay fees to Provider in accordance with the SAEULA, Exhibits, Addendum for access to the Subscription Services and/or any additional fees as outlined in the Statement of Work (“SOW”).
Provider may adjust fees charged to Client upon thirty (30) day written notice prior to end of annual Agreement. Should Client not want to continue services based on adjusted fees, Client may terminate this Agreement upon thirty (30) days written notice to Provider. If Client fails to object to such adjustment in writing within the foregoing thirty (30) days, then Client will be deemed to have agreed to the adjustment.
Unless otherwise provided in this Agreement or in one of its Exhibits, payment for all other Services rendered by Provider shall be at the current rate for professional services in effect during the period in which services are performed.
All invoices will contain payment information and are based on net 30-day payment terms. Payments not made within the specified period will be subject to late charges equal to the maximum amount permitted under applicable law. Provider may impose a service charge of 1.5% per month, or the maximum rate permitted by law, whichever is greater, on all overdue payments. Client agrees to pay all costs incurred by Provider in collecting overdue charges, including but not limited to costs, expenses and attorney’s fees. Provider reserves the right to require a security deposit. Failure to make payments in accordance with the terms of the SAEULA may result in immediate termination of services.
In addition to any other payments due under this Agreement, Client, and any contracted third party of Client, will pay, indemnify, and hold Provider harmless from any sales, use, excise, import or export, value-added or similar tax or duty.
Provider warrants that the Subscription Services will perform in all material respects with the then current documentation for such Subscription Services. The exclusive remedy of Client against Provider for breach of the warranties provided in (Limited Warranties) is to seek repair or replacement of the affected Subscription Services. Provider will, at no additional cost to Client, use commercially reasonable efforts to resolve breaches of the foregoing warranties. The warranties provided in this Section are solely for the benefit of Client and Client has no authority to extend these warranties to any third party. Provider is not liable for failures caused by third party hardware and software (including Client’s own systems), misuse of the Subscription Services, or the negligence or willful misconduct of Client.
Except as provided in Limited Warranties, the Subscription Services are provided to Client “AS IS,” with all faults, and without warranty of any kind. Except as provided in Limited Warranties, Provider expressly disclaims all other warranties, expressed and implied, including, but not limited to, the implied warranties of merchantability, and fitness for a particular purpose. Provider does not warrant that the Subscription Services will meet client’s requirements or those of its End Users or that the operation of the Subscription Services will be uninterrupted or error-free or that defects in the Subscription Services will be corrected. Provider does not warrant or make any representation regarding the use or the results of the use of the Subscription Services or related documentation in terms of their correctness, accuracy, quality, reliability, appropriateness for a particular task or application, or otherwise. Client is solely responsible for the content and quality of documents transmitted as part of the Subscription Services, the accuracy of distribution (attendee) lists and for the connection of the equipment necessary to enable the Subscription Services. No oral or written information or advice given by Provider or Provider's authorized representatives will create a warranty or in any way increase the scope of this warranty. Client assumes full responsibility for Client’s use of the Subscription Services and the Internet. Provider has no liability under any provision of this Agreement or otherwise with respect to any performance problem, claim of infringement, or other matter if attributable to any unauthorized or improper use or modification of the Subscription Services, or any unauthorized combination of the Subscription Services with products and services provided by third parties. Client acknowledges that Provider does not operate or control the Internet and that: (i) viruses, worms, Trojan horses, or other undesirable data or software; or (ii) unauthorized users (e.g., “hackers”) may attempt to obtain access to client’s data, Websites, computers, or networks. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, PROVIDER’S LIABILITY TO CLIENT FOR ANY MATTER RELATING TO THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID TO PROVIDER HEREUNDER. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOSS OF USE, LOSS OR INACCURACY OF DATA, LOST PROFITS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DAMAGES RESULTING FROM CLIENT’S RELIANCE ON INFORMATION OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES.
Provider is not liable to Client or any third party for any incidental or consequential damages (including, without limitation to, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, loss of goodwill or business reputation, business interruption, loss of data, or loss of business information) arising out of or connected in any way with this Agreement, or for any claim by any third party, even if Provider has been advised of the possibility of these damages. This limitation of liability applies even if the express warranties set forth above fail their essential purpose.
Client is responsible for the contents of the documents and the accuracy of the distribution (attendee) lists used in conjunction with Subscription Services. Client warrants that it will comply with all applicable laws and regulations relating to its use of the Subscription Services, including GDPR, U.S. Export laws and regulations, and that its use of the Subscription Services will not violate the rights of any third party. Either party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other party, together with that party's successor, assigns, officers, directors, shareholders, employees, contractors, suppliers, agents, service providers, and affiliates (each, an Indemnified Party) from and against any and all liability, damages, losses, charges, expenses, fines, and costs (including reasonable attorney's fees and costs, and the costs of enforcing this indemnity) suffered or incurred by the Indemnified Party(ies) as a result of arising out of, or relating to (a) any breach by the Indemnifying Party of any of its representations set forth in the Client Responsibilities section above or (b) any allegation, demand, or claim that any use of the Services misappropriate, violate, or infringe on Third Party Rights or (c) from claims relating to transmissions of documents to destinations not allowed under GDPR and U.S. Export laws and regulations, the transmission of unsolicited documents, or for any errors in data or distribution information provided by Client.
If the Subscription Services or any portion thereof are held to constitute an infringement and their use is enjoined, Provider will have the obligation to, at its option: (i) modify the infringing system, equipment or software at its own expense, without impairing in any respect the functionality or performance, so that it is non-infringing; (ii) procure for Client and Client’s End Users at Client’s expense the right to continue to use the infringing system, equipment or software; or (iii) replace the system, equipment or software with equally suitable, non-infringing system, equipment or software. If none of the foregoing alternatives are commercially reasonable, the license granted hereunder to Client will be terminated and Provider’s sole liability to Client will be to return only the fees paid by Client during the preceding six (6) months prior to the infringement prorated over the six (6) month period.
This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. Provider and Client agree that this Agreement, any Addendum thereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on both Provider and Client the same as if it were physically executed and Client hereby consents to the use of any third party electronic signature capture service providers as may be chosen by Provider. This Agreement and Exhibit(s) may be executed simultaneously in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute the same Agreement. Specifically, the Provider and Client may execute a Statement of Work, additional Amendments, and/or additional Exhibits to be incorporated in the SAEULA. In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith, the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.
This Agreement is governed by the laws of the Commonwealth of Virginia. You hereby consent to the jurisdiction of the Commonwealth of Virginia for any controversy or claim arising out of or relating to this Agreement including, without limitation, the interpretation or breach thereof.
This Agreement (including any Addendum and/or Exhibit, and incorporated Statement of Work; i.e., Exhibit A) is the entire Agreement between Client and HighRoad Solution, LLC, and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Subscription Service or Professional Services or any other subject matter covered by this Agreement. To the extent the terms of any HighRoad Solution, LLC, policies, protocols, or programs for support or professional services conflict with the terms of this Agreement, any Exhibits or Addendums or incorporated Statement of Work, the terms of this Agreement shall control. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
The parties agree that this Agreement shall be deemed validly executed and delivered by a party if a party executes this Agreement and delivers a copy of the executed Agreement to the other party by a digital image of the executed document by electronic transmittal.
P O Box 915 Ashburn, Virginia 20146 USA
