These Terms of Service (“TOS” or “Agreement”) govern Client’s use of services (“Software Services”) provided by SiteOwl. Client’s use of this client-accessed site (“Site”) and the services made available on the Site, are subject to these Terms of Service (these “Terms”). By accessing our Site and using any of SiteOwl’s Software Services, you agree to be bound by, and use our Software Services in compliance with, these Terms. IF YOU DO NOT AGREE TO ALL THE TERMS, DO NOT USE OUR SITE AND SOFTWARE SERVICES. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS. If applicable, this TOS will also govern free trials.

SECTION 1 – DEFINITIONS

As used in this Agreement now or hereafter associated herewith: “TOS” means these terms of service and any materials available on the SiteOwl Site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by SiteOwl from time to time in its sole discretion.

“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Users to access the Software Service.

“Account” means Client’s plan account created upon its purchase of the Software Service.

“Content” means the audio and visual information, status of Permitted Devices, documents, software, products and services contained or made available to Client in the course of using the Software Service through the Site.

“Client, You, or Client’s” means the individual or legal entity which has contracted with SiteOwl to provide the Software Services.

“Client Data” means any data, information, or material provided or submitted by Client to SiteOwl in the course of utilizing the Software Service, including, but not limited to, the list of Permitted Devices.

“Confidential Information” means: (a) the SiteOwl Technology, the SiteOwl Site, Software Service, and the Licensed Materials; (b) all Client data used by SiteOwl in providing the Software Services; (c) any business or technical information of SiteOwl or Client; (d) the specific terms and pricing set forth in this Agreement; and (e) information which is not marked as “confidential” or “proprietary” which should, under the circumstances, be understood to be confidential or proprietary by a person exercising reasonable business judgment.

“Device Management” means a visual display of the location of Client’s Permitted Devices.

“Documentation” means the technical materials, if any, provided or made available by SiteOwl to Client that describe the features, functionality, or operation of the Software Service.

“Effective Date” means the date Software Service is purchased or the first date User or Client uses the Software Services, whichever is sooner.

“Endpoint(s)” means the access control and security hardware managed by the Software Service, which may include, but is not limited to, cameras, motion sensors, and access control devices and their associated hardware, wiring, and other installation material.

“Error” means a reproducible failure of the SiteOwl Service to substantially conform to the Documentation.

“Error Corrections” means bug fixes or workarounds intended to correct Errors.

“Fees” means the fees as agreed upon by both parties.

“Initial Term” means the period during which Client is obligated to pay for the Software Service equal to the billing frequency selected by Client during the subscription process (i.e. if the billing frequency is annually, the Initial Term is one year.)

“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.

“Licensed Material” means any and all reports, materials or electronic documentation accessed or downloaded from the Software Service by Client.

“Permitted Devices” means the number of devices covered by the Software Services for Client, the number of which shall not exceed the number agreed upon by both parties.

“Personal Information” means information that Client or User(s) provides or for which Client or User(s) provides access to Provider, or information which Provider creates or obtains on behalf of Client or User(s), in accordance with this Agreement that: (i) directly or indirectly identifies an individual other than merely the individual’s name (including, for example, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual other than User ID’s and associated passwords and/or Access Protocols (including, without limitation, employee identification numbers, government-issued identification numbers, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers). Client or User’s business contact information is not by itself Personal Information.

SECTION 2 – SERVICES

  • Subscription to the Software Service. Subject to the terms and conditions of this Agreement, SiteOwl hereby grants to Client, solely for Clients internal use and business purposes during the Term, a limited, revocable, non-sublicensable, non-transferable, non-exclusive subscription to: (a) access and use the Software Service and the Documentation; and (b) download and display Licensed Material. Client agrees to use the latest versions of the Software Service as provided by SiteOwl and acknowledges that SiteOwl has no obligation to support the use of non-current versions of the Software Service. Further, SiteOwl will not be responsible for downtime or other interruptions due to Client’s failure to update its network or Permitted Devices. Client agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by SiteOwl with respect to future functionality.
  • Client will not, and will not permit any User or other party to: (a) reverse engineer, disassemble or decompile any component of the SiteOwl Technology; (b) interfere in any manner with the integrity, performance or operation of the Software Service, the data contained therein, or the SiteOwl Technology; (c) modify, copy or make derivative works based on any part of the SiteOwl Technology, the Documentation, or Licensed Material; (d) access or use the Software Service to build a similar or competitive product or service or attempt to access the Software Service through any unapproved interface; or (e) otherwise use the Software Service, SiteOwl Technology, Documentation, or Licensed Material in any manner that exceeds the scope of use permitted under this Agreement. Any future release, update, or other change to functionality of the Software Service (if any) will be subject to the terms of this Agreement unless SiteOwl expressly states otherwise. Client will use the Software Service and Licensed Material in a manner consistent with any and all applicable laws and regulations. Client will not remove, alter, or obscure any proprietary notices (including copyright notices) of SiteOwl or its licensors on the Licensed Material or any copies thereof.
  • Support. During the Term, SiteOwl will (a) provide the support as agreed upon by both parties and (b) use commercially reasonable efforts to issue Error Corrections for all Errors reported by Client via email or phone to SiteOwl. SiteOwl will utilize remote diagnostic procedures whenever possible for Error diagnosis and Error Correction. SiteOwl may not issue Error Corrections for all Errors.The services provided in this Agreement, including, but not limited to, the Software Services and Site may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. SiteOwl is not responsible for any delays, delivery failures, or other damage resulting from such problems.
  • Third Party Software. The Software Service may utilize, contain or otherwise use certain third-party software (collectively, the “Third Party Software”); provided that SiteOwl’s use of any Third- Party Software shall not require Client to agree to additional licensing terms unless SiteOwl notifies Client of such additional licensing terms, which SiteOwl may deliver or make available from time to time to Client, which are incorporated herein by reference, and which supersede any contradictory terms in this Agreement. Client shall execute and comply with appropriate purchase, license, or services agreements or terms of service from Third Party Software providers (collectively “Third Party Software Agreements”) and agrees to be bound by such Third Party Software Agreements.

Feedback. Client hereby grants to SiteOwl a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software Service and SiteOwl Technology any suggestions, enhancement requests, recommendations or other feedback provided by Client or Users relating to the Software Service or SiteOwl Technology. SiteOwl will not identify Client as the source of any such feedback.

SECTION 3 – PAYMENT/RENEWAL; UPGRADING/DOWNGRADING

  • Free Trial. If Client has registered for a trial use of the Software Service, Client may access the Software Service for the time period specified by SiteOwl, which shall be a default of fourteen (14) days unless SiteOwl agrees otherwise in writing (the “Trial Period”). Access to and evaluation of the Software Services and Site during the Trial Period are free on any plan and you can switch plan types during this period.
  • Fees. In consideration for Clients use of the Software Service under this Agreement, Client will pay to SiteOwl the Fees as agreed upon by both parties. SiteOwl reserves the right (in addition to any other rights or remedies SiteOwl may have) to discontinue the Software Service and suspend Client’s access to the Software Service if any Fees are more than ten (10) days overdue until such amounts are paid. Client agrees to provide SiteOwl with complete, accurate and up-to-date Client billing and contact information at all times. The Fees are exclusive of, and Client will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Client in connection with this Agreement, except for taxes based on SiteOwl’s net income.
  • Upgrade/Downgrade. For any upgrade or downgrade in provision of Software Services, Client will automatically be charged the new rate on Client’s next billing cycle.Downgrading Client’s Software may cause the loss of features. Contact SiteOwl for any changes to Client’s account.
  • Third Party Software. The Software Service may utilize, contain or otherwise use certain third-party software (collectively, the “Third Party Software”); provided that SiteOwl’s use of any Third- Party Software shall not require Client to agree to additional licensing terms unless SiteOwl notifies Client of such additional licensing terms, which SiteOwl may deliver or make available from time to time to Client, which are incorporated herein by reference, and which supersede any contradictory terms in this Agreement. Client shall execute and comply with appropriate purchase, license, or services agreements or terms of service from Third Party Software providers (collectively “Third Party Software Agreements”) and agrees to be bound by such Third Party Software Agreements.
  • Payment by Credit Card. If Client is paying by credit card or ACH, Client authorizes SiteOwl to charge Client’s credit card or bank account for all fees payable at the beginning of the Initial Subscription Term and any renewal subscription term(s), including upgrades. Client further authorizes SiteOwl to use a third party to process payments, and consent to the disclosure of Client’s payment information to such third- party.
  • Payment by Invoice. If Clients are paying by invoice as specified in the Subscription Terms, SiteOwl will invoice Client at the beginning of the Initial Subscription Term and at the beginning of each subsequent billing period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice. Client is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

SECTION 4-TERM

  • Term and Renewal. The Term of this Agreement shall be agreed upon by both parties (the “Term”). The Term will automatically renew for successive one-year terms (each, a “Renewal Term”) unless either party gives the other party written notice of its intent to terminate the Agreement at least thirty (30) days prior to the beginning of any Renewal Term.
  • Client Termination. Client may terminate this Agreement immediately for any reason by providing notice to SiteOwl during the first ninety (90) days following the Effective Date (the “Introductory Period”). Funds will be returned to the Client based on proration.
  • SiteOwl Termination. SiteOwl may terminate this Agreement immediately for any reason and at any time by providing to Client at least thirty (30) days’ prior written notice. SiteOwl may terminate this Agreement at any time, notice, upon the material breach of this Agreement by Client with at least ten (10) days’ prior written notice to the other Party, provided that the material breach has not been cured prior to the end of the notice period. Regardless of any cure period, in the event of a material breach of this Agreement by Client, SiteOwl may immediately suspend Client’s access to the Software Service until such material breach has been cured.
  • Refund of Fees. If this Agreement is terminated by Client during the Introductory Period, or by SiteOwl pursuant to Section 4.3 if a material breach has not occurred, SiteOwl will refund to Client any prepaid but unused Fees paid by Client through the effective date of such termination, other than Data Setup Fees..
  • Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, will immediately terminate;(b) any amounts owed to SiteOwl under this Agreement will become immediately due and payable; and (c) each Party will return to the other all property (including any Confidential Information and Client Data) of the other Party. The Sections titled Definitions, Restrictions, Ownership, Fees, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.

SECTION 5-CLIENT DATA & CONFIDENTIALITY

  • Tracking & Data Storage. SiteOwl tracks Client usage in order to improve Client’s experience and SiteOwl’s level of service. No data is shared. SiteOwl will maintain commercially appropriate administrative, physical, and technical safeguards to protect Client Data. Client consents to the processing of Client Data in the United States.
  • Data Licenses. As between Client and SiteOwl, Client will at all times remain the exclusive owner of Client Data, and SiteOwl will at all times remain the exclusive owner of Usage Data. Client hereby grants to SiteOwl a non-exclusive, irrevocable, perpetual, worldwide, royalty-free and fully paid license (a) to use the Client Data to provide the Software Service to Client and improve the Software Service, the Site, the SiteOwl Technology, and SiteOwl’s related product and service offerings generally, (b) to use aggregated and anonymized Client Data, (1) to create new services, and (2) to generate and disclose statistics regarding the Software Service; provided, however, that no Client Data that is identifiable to Client will be disclosed to third parties without Client’s consent. SiteOwl hereby grants to Client a non-exclusive, irrevocable, perpetual, worldwide, royalty-free and fully paid license to use any Usage Data that SiteOwl shares with Client for Client’s internal business purposes.
  • Data Responsibilities. Client will not knowingly provide SiteOwl any Client Data that is false or inaccurate, or otherwise intended to disrupt or falsely skew SiteOwl’s data or the Software Service, and Client acknowledges and agrees that SiteOwl has no obligation to confirm the validity or otherwise verify the accuracy of the Client Data. Client will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client is solely responsible for creating backup copies of any Client Data at Client’s sole cost and expense. Upon Client’s request provided to SiteOwl within thirty (30) days of the termination of this Agreement for any reason other than upon material breach of the Agreement by Client or Client’s non-payment of the Fees, SiteOwl will allow for a one-time csv download of Client’s device attribute information (device name, part number, type of device, and IP address), but will not include any images in such download. SiteOwl will make the Client Data available for a one-time download through a standard method and in a standard format with thirty (30) days of Client’s request at no additional charge, after which period SiteOwl will have no further obligations to keep the Client Data. Client and its Users will be responsible for all changes to or deletions of Client Data.
  • Refund of Fees. If this Agreement is terminated by Client during the Introductory Period, or by SiteOwl pursuant to Section 4.3 if a material breach has not occurred, SiteOwl will refund to Client any prepaid but unused Fees paid by Client through the effective date of such termination, other than Data Setup Fees.
  • Users. Client may permit any User to access and use the features and functions of the Software Service as contemplated by this Agreement. Each User will be assigned a unique user identification name and password (“User ID”) for access to the Software.User IDs cannot be shared or used by more than one User at a time. Client will prevent unauthorized access to, or use of, the Software Service, and notify SiteOwl promptly of any such unauthorized use known to Client. Upon the termination of employment of a User, Client will immediately change the User’s User ID. Client will inform SiteOwl immediately following any authorized use of the Software Services or should any Access Protocols be compromised. Client will be fully and solely responsible for all activities that occur under Client’s account and the security of the Access Protocols, including, but not limited to, the User IDs, including but not limited to the activities of Users, and Client shall be liable for any breach by any User of this Agreement as if such breach were made by Client.
  • Security Policy and Mutual Confidentiality. SiteOwl takes all reasonable precautions to keep Client information safe and secure. This Section 5.5 contains SiteOwl’s current “Security Policy.” SiteOwl reserves the right to modify this Security Policy in its reasonable discretion from time to time. SiteOwl’s current Security Policy provides that all data sent and received is secured by a Secure Socket Layer (SSL) high-assurance certificate with 256-bit encryption, that a state-of-the-art redundant server cluster hosted and professionally managed is employed, and that regular backups are performed, including use of backups in an offsite secure location. Incremental data backup is performed every 30 minutes. Should SiteOwl modify its Security Policy to reduce any aspect of security or data protection to any level less than that stated above, SiteOwl will provide Client with fourteen (14) days written notice.
  • Client Control and Responsibility. It is the sole responsibility of Client to secure the Permitted Devices, including, but not limited to the physical security of the Permitted Devices, and the security of any Client information technology infrastructure with access to the Permitted Devices, including but not limited to, computers, software, databases, electronic systems, and Client intranet or Internet connection, whether operated directly by Client or through the use of a third party service (“Client Network”). Client is responsible for all access to and use of the Software Services directly or indirectly by or through the Client Network or the Access Protocols, with or without Client’s knowledge or consent. SiteOwl is not responsible for any fraudulent, illegal, or unauthorized thefts, intrusions, alterations, disabling, or entry into any Client Network (“Intrusion”), whether or not such Intrusion results in injury, loss, claim, or damage to the Permitted Devices, Client, or any third party, whether such Intrusion is with or without Client’s knowledge or consent.
  • Protection of Confidential Information. The Client must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of SiteOwl for any purpose outside the scope of this Agreement. The Client must make commercially reasonable efforts to limit access to Confidential Information of SiteOwl to those of its employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Client no less restrictive than the confidentiality terms of this Agreement.
  • Confidential Information Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

SECTION 6 – OWNERSHIP AND LICENSE

  • SiteOwl Rights. All intellectual property rights (including, but not limited to patent rights, design rights, copyrights, rights in utility models, rights in databases, trademark rights, domain names, trade names, etc.) and knowhow in the Software Services, the Site, and the SiteOwl Technology, shall at all times be and remain the exclusive property of SiteOwl. Except for the license to use the Software Services and Site according to this TOS, no intellectual or other proprietary rights are transferred or assigned through this Agreement to the Client.
  • Client Rights. SiteOwl grants the Client and its User(s) a personal, worldwide, non-assignable and non-exclusive license to use the Site provided to Client by SiteOwl as part of the Software Services. This license is for the sole purpose of enabling Client and its User(s) to use and enjoy the benefit of the Software Services as provided by SiteOwl, in the manner permitted by this TOS.
  • Marketing. SiteOwl may use without Client’s express written consent, Clients name, logo, and related trademarks in any of our marketing for the promotional purpose of highlighting that Client uses Software Services.
  • Refund of Fees. If this Agreement is terminated by Client during the Introductory Period, or by SiteOwl pursuant to Section 4.3 if a material breach has not occurred, SiteOwl will refund to Client any prepaid but unused Fees paid by Client through the effective date of such termination, other than Data Setup Fees.
  • Restrictions. Client is permitted to store, manipulate, analyse, print, and display the Content only for Client’s internal business use. Unauthorized use, resale, or commercial exploitation of the Software Service and/or the Content in any way is expressly prohibited. Client agrees not to reverse engineer the Software Service or access the Software Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Software Service, or (iii) copy any ideas, features, functions or graphics of the Software Service. Client shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party, or (iv) modify or make derivative works based upon the Software Service, the Site, the SiteOwl Technology or the Content; (v) commercially exploit Software Service, the Site, the SiteOwl Technology or the Content in any way, or (vi) “frame” or “mirror” any Content contained in, or accessible from, the Software Service, the Site, the SiteOwl Technology on any other server, wireless or Internet-based device. All rights not expressly granted to Client are reserved by SiteOwl and its licensors.
  • Export. Client agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from SiteOwl, or any products utilizing such data, in violation of the United States export laws or regulations.

SECTION 7 – PRIVACY

  • Provider Systems and Security Obligations. Provider will employ security measures in accordance with applicable industry practice. (“Privacy and Security Policy”).
  • Data Breach Procedures. Provider maintains a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a “Data Breach” (as defined in such plan).
  • Prohibited Data. Client and User(s) acknowledges that the Software Services are not designed with security and access management for processing Personal Information (such information being “Prohibited Data”). Client shall not, and shall not permit any User or other Person to, provide any Prohibited Data to, or process any Prohibited Data through, the Software Services, the SiteOwl Site, SiteOwl Technology, or through any SiteOwl personnel. Client is solely responsible for reviewing all Client Data and shall ensure that no Client Data constitutes or contains any Prohibited Data.

SECTION 8 – MISCELLANEOUS

  • Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
  • Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  • No Assignment. Client will not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining SiteOwl’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. SiteOwl is free to assign, subcontract, delegate or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining Client’s prior consent. The terms of this Agreement will be binding upon the Parties and their respective successors and permitted assigns.
  • Disputes. If a dispute or complaint (“Dispute”) arises concerning this Agreement, Client and SiteOwl will negotiate a resolution of the Dispute. Following written notice of a Dispute, a face-to-face meeting (or less if the Dispute is resolved) shall be Should negotiations be unsuccessful, the Dispute shall be resolved through any means available under applicable law.

The following items shall guide the Dispute:

  1. Following written notice of a Dispute, a face-to-face meeting (or less if the Dispute is resolved) shall be held.
  2. If negotiations are unsuccessful, a mutually acceptable third-party (“Facilitator”) having expertise in the subject of the Dispute shall be engaged to mediate the Dispute. The fee and expenses of the Facilitator shall be shared equally by the parties to the Dispute. The parties may present evidence and arguments to the Facilitator. The mediation must consist of at least four (4) hours and both parties must attend and participate in good faith.
  3. The laws of the State of Texas shall control both the action and the substantive issues without regard to choice of law principles. Both parties agree to waive their right to a jury and have the judge determine all issues. Venue for all disputes shall be San Antonio, Bexar County, Texas.
  • Representation & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SiteOwl represents and warrants that it will provide the Software Services and Site in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the software will perform substantially in accordance with the online SiteOwl help documentation under normal use and circumstances. Client represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Software Service and that Client’s billing information is correct.
  • Force Majeure. Other than payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of such Party.
  • Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
  • Notices. All notices required or permitted under this Agreement must be delivered in writing by email at support@site-owl.com, hand delivery, by registered, express or certified mail, return receipt requested, postage prepaid, or by nationally-recognized private express courier, to either Party at the address listed below its signature, or to such other addresses of which either Party may so notify the other. Notices will be deemed given when hand delivered if by hand delivery, or when received if by any other authorized method.
  • Not Insurer. Client acknowledges SiteOwl is not an insurer and no insurance coverage is offered herein. By providing the Software Services, SiteOwl does not guarantee or insure any loss or harm to Client, SiteOwl is not assuming liability and therefore shall not be liable to Client for any loss or damages sustained by Client as a result of burglary, theft, hold-up, fire, equipment failure, or any other cause, whatsoever, regardless of whether or not such loss or damage was caused by, or contributed to, by SiteOwl’s negligent performance or failure to perform any obligation under this Agreement.
  • Warranty Disclaimer. SiteOwl ensures that it will perform the Services under this TOS to the best of its ability, WITHOUT ANY WARRANTIES as to the results of such services. SITEOWL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. SITEOWL 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 CLIENT’S 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 CLIENT THROUGH THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (E) EXISTING FEATURES OF THE PRODUCT WILL BE MODIFIED TO MEET CLIENT’S REQUESTS OR NEEDS, OR (F) THE SERVICE OR THESERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (IV) 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 SITEOWL AND ITS LICENSORS.

Changes may be made to the Site, and the products and services described within or offered on the Site, at any time without notice. SiteOwl is not responsible for technical, hardware, Endpoint, or software failures of any kind; lost or unavailable network connections; or incomplete, garbled or delayed computer transmissions.

  • Limitation of Liability. In no event shall either Party’s aggregate liability exceed the amounts actually paid by and/or due from Client in the twelve (12)-month period immediately preceding the event giving rise to such claim. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SITEOWL 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 SOFTWARE 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.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  • Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Client.
  • Client Indemnification. Client shall indemnify and hold SiteOwl, its licensors and 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: (a) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third-party; (b) any third party claim arising out of Client’s use of the Software Services, Site, SiteOwl Technology, Licensed Material, or Documentation; (c) a claim, which if true, would constitute a violation by Client of the representations and warranties; or (d) a claim arising from the breach by Client or Users of this Agreement
  • SiteOwl Indemnification. SiteOwl shall indemnify and hold Client and its 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: (a) a claim alleging that the Software Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (b) a claim, which if true, would constitute a violation of SiteOwl of the representations or warranties; or (c) a claim arising from breach of this Agreement by SiteOwl; provided in any such case that Client (i) gives written notice of the claim promptly to SiteOwl (ii) gives SiteOwl sole control of the defence and settlement of the claim (provided that SiteOwl may not settle or defend any claim unless it unconditionally releases Client of all liability and such settlement does not affect SiteOwl’s business, Software Service, Site, or SiteOwl Technology); (iii) provides to SiteOwl all available information and assistance; and (iv) has not compromised or settled such claim. SiteOwl shall have no indemnification obligation, and Client shall indemnify SiteOwl pursuant to the Agreement, for claims arising from any infringement arising from the combination of the Software Service with any of Client’s products, services, hardware, Endpoints, or business process(es).
  • External Links. To the extent links are provided from the Site to other Web sites, SiteOwl does not operate or control any information, products or services on, nor endorse nor approve any products, services or information offered at those sites.
  • Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Client and SiteOwl as a result of this Agreement or use of the Software Service.