Glenn Armstrong ( Trading as glennarmstrong.com ) End User Service Agreement
PLEASE REVIEW THIS END USER SERVICES AGREEMENT (THIS "AGREEMENT") CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN "CUSTOMER" (AS DEFINED IN THE SERVICE ORDER LINKED TO THIS AGREEMENT), AND Glenn Armstrong ( Trading as glennarmstrong.com ) CORPORATION ("Glenn Armstrong ( Trading as glennarmstrong.com )").
CUSTOMER INITIATED AN ORDER TO USE Glenn Armstrong ( Trading as glennarmstrong.com ) SERVICES (THE "SERVICES" ). IN ORDER TO USE THESE SERVICES, CUSTOMER MUST FIRST READ THIS AGREEMENT AND INDICATE ITS ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH. THIS IS AN AGREEMENT FOR SERVICES AND CUSTOMER IS NOT BEING GRANTED A LICENSE TO ANY SOFTWARE UNDER THIS AGREEMENT.
1. Services. During the term of this Agreement and subject to the terms and conditions set forth herein and any guidelines, rules or operating policies that Glenn Armstrong ( Trading as glennarmstrong.com ) may establish and post from time to time on http://www.glennarmstrong.com( Trading as glennarmstrong.com ).com (the "Site"), including, without limitation Glenn Armstrong ( Trading as glennarmstrong.com )'s anti-spam policy, privacy policy and prohibited content and commerce statement (collectively, the "Policies"), Glenn Armstrong ( Trading as glennarmstrong.com ) agrees to use commercially reasonable efforts to provide Customer with the Services. From time to time, Glenn Armstrong ( Trading as glennarmstrong.com ) may modify the terms and conditions of this Agreement and/or the Policies. All such changes shall become effective upon posting of the revised Agreement and/or Policies, as the case may be, on the Site, and Customer's use of the Services thereafter shall be subject thereto. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by Glenn Armstrong ( Trading as glennarmstrong.com ) with respect to future functionality or features.
2. Professional Services. In addition to the Services, Customer may purchase certain premium services by making its selection therefore in accordance with the instructions posted at http://www.glennarmstrong.com( Trading as glennarmstrong.com ).com/enterprise (the "Professional Services"), which Professional Services may be customized pursuant to a mutually agreed upon written statement of work, provided to Customer upon the earlier of its request or its selection of desired Professional Services and acceptance of this Agreement (each, a "Statement of Work"). The Professional Services are provided by Glenn Armstrong ( Trading as glennarmstrong.com ) separate and distinct from the Services and are not required for Customer's use or enjoyment of the Services. In the event of any conflict between the terms and conditions of this Agreement and a Statement of Work, the terms and conditions of this Agreement shall govern, unless the parties expressly agree otherwise in such Statement of Work. Any Statement of Work may be modified or amended with the written consent of each of Glenn Armstrong ( Trading as glennarmstrong.com ) and Customer.
3. Customer Data. Glenn Armstrong ( Trading as glennarmstrong.com ) will not own any data, information or material that Customer submits to Glenn Armstrong ( Trading as glennarmstrong.com ) in the course of its provision of the Services (the "Customer Data"). Customer will be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and sole intellectual property ownership thereof. Further, Customer will be solely responsible for maintaining, securing and storing all Customer Data. Glenn Armstrong ( Trading as glennarmstrong.com ) will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
4. Passwords. In connection with Glenn Armstrong ( Trading as glennarmstrong.com )'s provision to Customer of the Services, Glenn Armstrong ( Trading as glennarmstrong.com ) will send to Customer's designated email address of record in Customer's account information, information such as user-IDs and/or passwords which will enable Customer to access the Software (the "Passwords"). Customer agrees to maintain the Passwords in strict confidence and not to provide the Passwords to any third party. Customer will notify promptly Glenn Armstrong ( Trading as glennarmstrong.com ) upon the loss or compromise of any Passwords and Customer will be solely responsible for all actions and fees incurred as a result of such use of the Passwords. Any unauthorized use of the Passwords by Customer will constitute a material breach of this Agreement.
5. Proprietary Rights. This is an agreement for services and Customer is not granted any license hereunder. All software embedded in the Services (the "Software"), and the Services, are and shall remain the sole and exclusive property of Glenn Armstrong ( Trading as glennarmstrong.com ). Accordingly, Customer acknowledges that Glenn Armstrong ( Trading as glennarmstrong.com ) owns all right, title and interest in and to the Software and the Services, including, without limitation, all United States and international patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. Except as expressly granted in this Agreement, Customer will not have or acquire any rights or interest in or to the Software or the Services. Customer acknowledges that the Software contains proprietary information and trade secrets of Glenn Armstrong ( Trading as glennarmstrong.com ). Customer will not take any actions inconsistent with Glenn Armstrong ( Trading as glennarmstrong.com )'s ownership of each of Glenn Armstrong ( Trading as glennarmstrong.com )'s rights in and to the Software. Customer agrees that Customer will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Software in any format other than machine-readable format. All rights in the Software not explicitly granted herein, are reserved by Glenn Armstrong ( Trading as glennarmstrong.com ). If you are using the Services in any country within the European Union, the prohibitions set forth herein will not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
6. Use of Services. Customer acknowledges and agrees that it will use the Services only to access, employ, utilize, or display the Software solely for Customer's "internal business purposes" by Customer's employees or by independent contractors hired by Customer. For the avoidance of doubt, the term "internal business purposes," as used herein, does not include, among other things, the right to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or volatile of third party privacy rights; (iii) send messages to any purchased (email) lists, distribution lists, newsgroups, or spam email addresses; or (iv) send or store material containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Customer agrees to report immediately to Glenn Armstrong ( Trading as glennarmstrong.com ), and to use best efforts to stop immediately, any violation of the terms and conditions set forth in this Section 9. In the event of any suspected violation of the terms, conditions and restrictions set forth in this Section 9, Glenn Armstrong ( Trading as glennarmstrong.com ) may immediately disable Customer's access to the Services and suspend its provision thereof.
7. Confidential Information. Each of Glenn Armstrong ( Trading as glennarmstrong.com ) and Customer, as a Receiving Party (as defined below), will hold confidential, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties the Confidential Information (as defined below) of the Disclosing Party (as defined below). In the event that the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt written notice of such pending disclosure. For purposes hereof, "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that relates to such Disclosing Party's business affairs, internal operations, personnel, financial matters, technology, research and development, product plans or offerings, markets, or know-how. Confidential Information will not include information that: (i) was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt of the same hereunder, as evidenced by the Receiving Party's prior written records; (iii) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information; (iv) can be proven by competent evidence to have been independently developed by the Receiving Party; (v) is furnished by the Disclosing Party to a third party without restriction on the third party's right of disclosure; (vi) is approved in writing for release by the Disclosing Party; or (vii) is required to be disclosed by order of court or law.
8. Use of Certain Information. In the course of using the Services, Customer may provide to Glenn Armstrong ( Trading as glennarmstrong.com ) certain information, including, but not limited to, contact and technical information (the "Information"). Customer agrees that Glenn Armstrong ( Trading as glennarmstrong.com ) may use the Information in connection with its provision of the Services. If Customer purchased the Services as a result of the marketing efforts of an Glenn Armstrong ( Trading as glennarmstrong.com ) marketing partner, Customer agrees that Glenn Armstrong ( Trading as glennarmstrong.com ) may disclose the Information to such marketing partner. Notwithstanding the foregoing, Glenn Armstrong ( Trading as glennarmstrong.com ) will not provide any Information to any third party without Customer's authorization and will use reasonable efforts to prohibit any third party that receives any such Information from selling or redistributing such Information without Customer's authorization.
9. Representations, Warranties and Covenants. Customer represents, warrants and covenants to Glenn Armstrong ( Trading as glennarmstrong.com ) that: (i) if an individual, Customer is at least eighteen (18) years old; (ii) if an entity, it is a company duly organized and validly existing in good standing under the laws of the state in which it was organized; (iii) it has full power and authority to enter into this Agreement, which, upon its execution hereof, will constitute a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (iv) all information provided by it in the Service Order and otherwise during the term of this Agreement, is and will be truthful and accurate; (v) its use of the Services will at all times be in accordance with the terms and conditions of this Agreement, the Policies and all applicable laws, rules and regulations; and (vi) it is not directly or indirectly (as an owner, strategic partner or otherwise) engaged in any business relationship or activity that competes with the Services.
10. Disclaimer of Warranties. THE SERVICES (AND THE PROFESSIONAL SERVICES, AS APPLICABLE) ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Glenn Armstrong ( Trading as glennarmstrong.com ) AND ITS AFFILIATES, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE "REPRESENTATIVES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES. THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.
11. Limitation of Liability. IN NO EVENT WILL Glenn Armstrong ( Trading as glennarmstrong.com ) OR ANY REPRESENTATIVE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES (OR THE PROFESSIONAL SERVICES, IF APPLICABLE), OR TO THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF Glenn Armstrong ( Trading as glennarmstrong.com ) OR ITS REPRESENTATIVE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL ANY REPRESENTATIVE'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES, EXCEED THE ACTUAL FEES CUSTOMER PAID TO Glenn Armstrong ( Trading as glennarmstrong.com ) FOR THE SERVICES AS OF THE DATE OF THE CLAIM, LOSS, OR DAMAGE. In the event of any failure, or Glenn Armstrong ( Trading as glennarmstrong.com ) non-provision, of the Services (or the Professional Services), Customer's sole and exclusive remedy shall be for Glenn Armstrong ( Trading as glennarmstrong.com ) to use commercially reasonable efforts to repair or provide the Services.
12. Indemnification. Customer agrees to indemnify, defend and hold harmless Glenn Armstrong ( Trading as glennarmstrong.com ), the Representatives, and its and their respective affiliates, officers, directors, stockholders, employees, consultants, representatives and agents from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys' fees) arising from Customer's negligence or intentional misconduct , Customer's violation of this Agreement or the Policies, Customer's breach of any of its representation, warranties or covenants set forth herein, or Customer's infringement of any intellectual property rights or other rights of any person or entity.
13. Governing Law. This Agreement will be governed by the laws of England, without regard to any choice of law provisions thereof. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
14. Relationship. This Agreement does not create a partnership, joint venture or agency relationship between Glenn Armstrong ( Trading as glennarmstrong.com ) and Customer. Customer does not have any right, power, or authority to act as a legal representative of Glenn Armstrong ( Trading as glennarmstrong.com ).
15. Assignment. Customer may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of Glenn Armstrong ( Trading as glennarmstrong.com ). Any such transfer, assignment, sublicense or delegation without consent will be null and void.
16. Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of this Agreement.
17. Survival. The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.
18. Entire Agreement. This Agreement, the Policies and the Statement of Work(s), if any, constitute the entire agreement and understanding between Glenn Armstrong ( Trading as glennarmstrong.com ) and Customer and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between the Glenn Armstrong ( Trading as glennarmstrong.com ) and Customer, except for any prior agreement addressing confidentiality, which will continue in effect according to its terms following the execution, performance and termination of this Agreement.
19. No Waivers. Glenn Armstrong ( Trading as glennarmstrong.com )'s failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.
20. Miscellaneous. Except as otherwise expressly set forth herein, this Agreement may be amended or modified only by Glenn Armstrong ( Trading as glennarmstrong.com ) and may not be modified by course of conduct. The section headings used herein are for convenience only and will not be given any legal meaning. This Agreement is made for the benefit of the parties only and there are no intended third party beneficiaries.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
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