Vertain Service Agreement|
Vertain Software ("Vertain") provides its "Service" under the terms and conditions listed below. By clicking I Accept you have agreed to be bound by the terms and conditions in this "Agreement".
Description of Monitoring Service. Vertain's monitoring agents will repeatedly visit one or more websites on your behalf, attempting in each visit to complete a transaction (specified by you), and will attempt to notify you if an error or timeout is detected. You will also be granted access to Vertain's customers' website, where you'll be able to modify visit parameters and notification options, view visit logs and performance reports, and set up to receive periodic performance reports. Technical support will be available to you via email at email@example.com, or online at www.vertain.com.
Your Representations. You represent and warrant to Vertain that: (1) The information you provide is true and correct and you will promptly notify Vertain of any changes to such information; (2) You are not, and you are not acting for, a competitor of Vertain; (3) If you are not the legal owner of a website monitored through your account, you have obtained the necessary permission from the legal owner of that site; (4) You hereby grant Vertain permission to repeatedly access such sites; (5) You will not use robots or other automated tools to access Vertain's website(s) without Vertain's prior written consent; (6) You are an employee or agent of the entity you entered as "Company Name", and you have the legal capacity and authority required to enter into a binding contract on behalf of that entity; (7) Without Vertain's express consent, you will not sell data or other materials related to the Service to any third party, or make any commercial use of such data and materials. (8) You understand that Vertain cannot prevent disruptions of your use of the Service, and therefore must disclaim any liability related to such disruptions.
Notification. Vertain shall send you all notices related to this Agreement via email, to the email addresse(s) you have provided. You shall send all notices to Vertain via email, to firstname.lastname@example.org.
Termination. Either you or Vertain may terminate the Service with or without cause at any time by an email notice to the other party. Upon termination, you remain liable for fees accrued up to the termination date. Upon termination you shall have no right to use, and Vertain shall have no obligation to provide, the Service. Vertain shall not be liable to you or any third party for termination of the Service.
Modifications. Vertain may modify this Agreement from time to time, and will notify you by email of any such modification. Vertain shall not be liable to you or any third party should it exercise its right to modify the Service.
Proprietary Rights to Content. You acknowledge and agree that: (1) All rights, title and interest in Vertain's proprietary software, and in ideas, know-how or code developed by Vertain in the course of providing the Service, including copyright, patent and trade secret rights, will at all times remain the property of Vertain or its licensors; (2) The data and materials you obtain from Vertain as part of the Service, including but not limited to text, graphics, layout, logic and design ("Content"), is protected by copyrights, trademarks, service marks or other proprietary rights; (3) You shall use the Content only as authorized by Vertain, and will not copy, reproduce, distribute, or create derivative works from it without Vertain's written consent; (4) You shall safeguard the Content employing a reasonable degree of care; (5) You will promptly notify Vertain of any unauthorized use of the Content, and will reasonably help Vertain to investigate and prosecute such use.
Confidentiality. Vertain shall treat any information you disclose to Vertain as confidential, shall use it only for performing the Service, and shall not disclose it to third parties. However, no obligations shall be placed on Vertain with respect to information that is or becomes publicly available through no fault of Vertain, is already known to Vertain before disclosure by you, is rightfully received by Vertain from a third party, or is disclosed pursuant to the order of a government. The obligations contained in this paragraph shall survive for a period of two years after the date of disclosure.
Warranty. Vertain warrants that the Service shall be performed and supported by skilled personnel qualified to perform such Service. OTHER THAN THIS WARRANTY, VERTAIN EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY RELATING TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. VERTAIN OR ITS LICENSORS OR RESELLERS SHALL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SERVICE OR FROM INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR RESULTING FROM UNAUTHORIZED USE OF YOUR ACCOUNT INFORMATION OR DATA, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, WHETHER IN AN ACTION FOR CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You agree to indemnify and hold Vertain, its officers, employees and contractors, harmless from and against any claim or demand, including attorney's fees, made by any third party due to or arising out of your use of the Service.
Survivability. The limitations and exclusions of liability and disclaimers listed herein will survive and apply even if found to have failed of their essential purpose.
Laws. This Agreement will be construed under the laws of the State of California, USA, excluding its conflicts of law provisions. Disputes shall be resolved by final and binding arbitration by one (1) arbitrator in accordance with the rules of the American Arbitration Association, and the arbitrator shall have the power to grant injunctive relief. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement will bind and inure to the benefit of your successors and the successors and assigns of Vertain, and is assignable by you with Vertain's prior written consent, not to be unreasonably withheld. A waiver by either party of any term under this Agreement will not constitute a waiver of any other, or subsequent, breach.
Entire Agreement. This Agreement comprises the entire agreement
and understanding between you and Vertain, and supersedes any prior
agreements and understandings relating to the subject hereof. The
content of invoices is expressly superseded by this Agreement, and will
be effective only as to quantity and price of services.
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