1.1 Services. Company shall provide the Services as described in this and/or set forth in the relevant duly executed Order Form(s) under this Agreement. Neither party will have any obligation with respect to any draft Order Form unless and until it is executed by both parties. Except as otherwise provided herein, if any terms and/or conditions of this Agreement conflict with any terms and/or conditions of any Order Form, the terms and conditions set forth in the Order Form will control solely with respect to the SaaS Services covered under such Order Form.
1.2 Use of the Services. Client is solely responsible for obtaining, maintaining, installing and supporting all ‘Internet’ access, computer hardware, software, telecommunications capabilities and other equipment and services (specifically including responsibility for providing appropriate personal computers and mobile devices) needed for it and its authorized users to access and/or use the Services. Client shall ensure that its network and systems comply with the relevant specifications provided by Company from time to time and shall provide Company with information as may be required by Company in order to provide the Services. While Company uses reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. Client understands and agrees that there may be interruptions to the Services and/or access to Client’s account due to circumstances both within Company’s control (e.g., routine maintenance) and outside of Company’s control. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.
1.3 Illegal Use. Client shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Services that (i) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitate illegal activity, and/or (iii) cause damage or injury to any person or property. “Virus” shall mean any thing or device (including without limitation any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise) and/or adversely affect the user experience, including worms, ‘Trojan’ horses, viruses and other similar things or devices. Notwithstanding anything herein to the contrary, Company reserves the right, without liability to the Client, to disable or suspend the Client’s access to the Services in the event (a) of any breach or anticipated breach of this Agreement, (b) Client and/or its users access to and/or use of the Services disrupts or poses a security risk to the Services and/or any other client, may harm Company’s systems and/or any provider of any third-party services and/or may subject Company and/or any third-party to liability, (c) Client and/or its authorized users are using the Services for fraudulent or illegal activities, and/or (d) Company’s continued provision of any of the Services to the Client and/or its users is prohibited by applicable law.
1.4 Client Content. Client is responsible for providing all Client Content, criteria, and/or information and is responsible for the accuracy, quality, integrity and legality of such data and of the means by which authorized users access and use the Client Content. Client acknowledges and agrees that Client shall be solely responsible for checking the accuracy all Client Content provided to Company, and Client shall promptly bring any inaccuracy to Company’s attention. Client hereby grants Company a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services. Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner to use each of the elements of Client Content; and that Client has all rights necessary for Company to use the Client Content in connection with the Services. Client and its licensors retain title, all ownership rights, and all IP (as defined in Article 7), in and to the Client Content and reserve all rights not expressly granted to Company hereunder. “Client Content”means any elements of text, employee contact information, graphics, images, photos, designs, artwork, logos, trademarks, service marks, and other materials and/or content which Client provides in connection with any Services. Client Content excludes any content available in the public domain; and any content owned or licensed by Company, whether in connection with providing Services or otherwise. Client agrees that Company may contact Client’s users directly to provide the Services. Notwithstanding anything herein to the contrary, Company may collect aggregated, anonymized data that cannot identify any person and that is derived from or created through the use of the Services by Client and/or its users.
1.5 Data Security. Client acknowledges and agrees that Company utilizes third-party service providers to host and provide the Services and store Client Content and the protection of such data will be in accordance with such third party’s safeguards for the protection of the security, confidentiality, and integrity of Client’s data. Client is responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection and backup of any and all Client Content.
1.6 Unauthorized Access. Company is not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss and/or failure to store any of, Client’s data and/or other information that Client and/or its users submits and/or uses in connection with the Services (including as a result of Client’s and/or its users’ errors, acts or omissions).
1.7 Errors, Inaccuracies, Omissions and Performance. Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, information, and data. Company reserves the right to (i) correct any errors, inaccuracies, and/or omission and/or (ii) make changes to content, descriptions, service and/or other information without obligation to issue any notice of such changes, except as prohibited by law. Company also reserves the right to revise, suspend and/or terminate an event and/or promotion at any time without notice and without liability.
1.8 Right to Monitor. Client acknowledges and agrees that Company may monitor Client’s use of the Services (including but not limited to use of bandwidth and other resources), and shall have the right to take appropriate action (including but not limited to assessing additional charges, disconnection or discontinuance of any service, removal or deletion of content or other materials) if Client’s usage exceeds normal usage.
2. Use; Maintenance; Prohibited Conduct