Terms and Conditions of Use
Effective Date: 1/11/2018
1. Acceptance of the Terms and Conditions
2.0 Use of the Platform
2.1 This Platform contains material, including but not limited to software, text, graphics and images (collectively referred to as the "Content"). We own the Content or portions of the Content are made available to us through arrangements that we have with third-parties.
2.2 SSC will not pre-screen or review Content uploaded by users or visitors of the Platform, but we reserve the right to refuse or delete any such Content. In addition, SSC will have the right (but not the obligation) in its sole discretion to refuse or delete any Content that it reasonably considers to be in violation of this Agreement or be otherwise illegal.
2.3 With respect to any portion of the Platform that is a desktop or mobile app, you are granted a non-transferable, non-exclusive, worldwide license, non-sublicense, to install and use such app on devices solely for your use in a manner consistent with the terms of this Agreement. Your rights to access, download and/or use any other SSC products or services made available through the Platform (whether directly or indirectly) will be subject to the provisions of this Agreement.
2.5 You agree to use the Platform only for the management and operation of your business and not to: (a) take any action that imposes an unreasonable load on the Platform's infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Platform, (d) delete or alter any material posted on the Platform by SSC or any other person or entity, or (e) frame or link to any of the materials or information available on the Platform.
2.6 SSC may perform maintenance on the Platform from time to time, which may result in service interruptions, delays, or errors. SSC will not be liable for any such interruptions, delays, errors or bugs. SSC may contact Customer in order to assist SSC with the Platform and obtain information needed to identify and fix any errors. The Platform does not function with every mobile device. SSC may alter which devices are approved as compatible with the Platform in SSC's discretion from time to time.
3. Intellectual Property
3.1 Elements of the Platform (including but not limited to trademarks, service marks, and logos of SSC), the Content and other SSC product, and service names located on the Platform which may be owned by third-parties (the "Third-Party Trademarks") are protected by United States and foreign intellectual property laws. Unauthorized use of may result in violation of copyright, trademark, unfair competition, and other applicable state and federal laws. Customer has no rights in or to the Content or the Platform, and you shall not use, copy or display, except as permitted under this Agreement.
No other use is permitted without SSC prior written consent. Customer shall retain all copyright and other proprietary notices continued in the original Content or any copy. Customer may not sell, transfer, assign, license, sublicense or modify Content or elements of Platform or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use in any way for any public or commercial purpose. The Trademarks may not be used to disparage SSC or the applicable third-party, SSC's or third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. All goodwill generated from the use of any SSC trademark will inure to SSC's benefit.
3.2 SSC will be free to use, disclose, reproduce and otherwise exploit any and all suggestions, enhancements requests, feedback, recommendations or other input provided by Customer or any other party relating to the Platform or Content as SSC sees fit, entirely without obligation or restriction of any kind. Any rights not expressly granted herein are reserved by SSC.
4. Third Party
4.1 The Platform may contain links to third-party websites ("External Platforms"). These links are provided solely as a convenience and not as an endorsement by SSC of the content on such External Platforms. The content of such External Platforms is developed and provided by others. Any concerns regarding the content of External Platforms, should be brought to administrator or webmaster for those External Platforms.
4.2 SSC is not responsible for the content of any linked External Platforms and does not make any representations regarding the content or accuracy of any materials on such External Platforms. You should take precautions when downloading files from all External Platforms to protect your computer from viruses and other destructive programs. If you decide to access any External Platforms, you do so at your own risk.
5. Customer Data
5.1 Customer owns any data, information or material originated by Customer that Customer submits or provides in the course of using the Platform ("Customer Data"). The Customer Data will be owned by Customer, and Customer will be solely responsible for the accuracy, quality, content and legality of Customer Data and the process in which the Customer Data is acquired and transferred outside the Platform. Customer hereby grants to SSC a non-exclusive, royalty-free, fully paid up, and worldwide license to copy, modify (including the right to create derivative works of), display and use Customer Data solely in connection with maintaining and enhancing the Platform.
5.2 Customer Data will be deemed to be Customer Confidential Information pursuant to Section 9 below, except to the extent that a Customer or Customer's users make Customer data available to public or other users. Notwithstanding other terms in this Agreement, SSC may monitor Customer's and its users' use of the Platform and use of Customer Data in an aggregated and anonymous manner by compiling statistical and performance information related to the preservation and operation of the Platform and may make such data publicly available, provided that such information does not incorporate and/or identify Customer's Confidential Information. SSC retains all intellectual property rights in such compiled data.
5.3 Customer hereby grants SSC a nonexclusive right and license to use and display Customer's name, logo and similar indicia ("Merchant Marks") on its website and marketing collateral identifying Customer as a customer of SSC. SSC obtains no rights in the Merchant Marks except for the limited right described in the preceding sentence, and Merchant retains all right, title and interest in the Merchant Marks. All use of the Merchant Marks by SSC will inure to Merchant. If Customer desires to rescind nonexclusive license to SSC regarding Customer's name and logo, Customer must provide SSC with thirty (30) days written notice delivered to SSC.
6. Billing & Payment
6.1 Customer will pay all fees accrued by use of the Platform. All fees are nonrefundable. All fees shall be paid in U.S. Dollars or in such other currency as agreed to in writing by the parties.
6.2 SSC bills for Platform use on a monthly basis, for the prior month of service. Customer balance is to be paid in full every month within 14 days of invoicing. SSC remedies for delinquent payment of Platform use include, but are not limited to, finance charges, suspension of services, termination of services and collection.
7. Term & Termination; Suspension; Survival
7.1 The term of this Agreement will commence upon account registration. Fees will begin accruing upon account registration or the expiration of Customer's free trial period. Fee calculations will vary depending upon type of subscription and number of accounts.
7.2 Customer surrenders right to use Platform for any purpose upon termination of this Agreement. Upon any such termination or expiration, all sections of this Agreement will survive, including without limitation, accrued rights to payment, use restrictions, confidentiality obligations, warranty disclaimers and limitations of liability. Customer acknowledges and agrees that SSC has no obligation to retain Customer Data and that SSC will have the right to irretrievably delete and destroy Customer Data after (30) days following termination of this Agreement.
7.3 Customer may terminate Agreement at any time by terminating all subscriptions within the Platform. Customer is responsible for any fees accrued since the previous billing cycle.
7.4 SSC reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform or the Content at any time and for any reason without prior notice. SSC reserves the right to change, suspend, or discontinue all or any part of the Platform or the Content at any time without prior notice.
8. Representations, Limitation of Liability and Disclaimer of Warranties
8.1 Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement.
8.2 SSC, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE "SSC PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS TO YOU ABOUT THE PLATFORM, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE SSC PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE PLATFORM AND THE CONTENT AT YOUR OWN RISK.
8.3 THE SSC PARTIES DO NOT WARRANT OR REPRESENT TO YOU THAT THE PLATFORM WILL OPERATE, OR THAT THE PLATFORM, ITS SERVER OR THE CONTENT ARE, FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE PLATFORM OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO SSC PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
8.4 THE PLATFORM AND CONTENT ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE SSC PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
8.5 IN NO EVENT WILL ANY SSC PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SSC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY, AND THE LIABILITY OF ANY OTHER SSC PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
8.6 IN SUCH STATES THAT DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, THE LIABILITY OF THE SSC PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.1 You agree to defend, indemnify and hold harmless the SSC Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Platform. SSC will provide notice to you of any such claim, suit, or proceeding. SSC reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section and you agree to cooperate with any reasonable requests to assist SSC's defense.
10. User Must Comply with Applicable Laws
10.1 You will comply with all federal, state, local and foreign laws, rules and regulations applicable to you and/or your business, including any applicable tax laws and regulations.
10.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Platform or Content to countries or persons prohibited under the export control laws. By accessing, using or downloading the Platform, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export or re-export of the Platform.
11. U.S. Government Restricted Rights
11.1 The Platform is provided with "Restricted Rights." Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Platform by the Government constitutes acknowledgement of our proprietary rights in the Platform.
12. Confidential Information
13. Security; Data Incidents
13.1 Each party will use reasonable measures, as are consistent with Applicable Law and Rules and industry data security practices applicable to Customer Data, to prevent the loss, theft or unauthorized use or disclosure of any Customer Data in its possession (each a "Security Breach"). The breaching party (the "Security Breach Party") will notify the other party within two (2) business days (unless Applicable Law and Rules would require notification more promptly) after becoming aware of any facts or circumstances indicating that a Security Breach has or may have occurred and will provide the other party a detailed description of the Security Breach, the Customer Data accessed, the identity of affected third parties, if any, and such other information as the other party may reasonably request concerning the Security Breach. The Security Breach Party will (a) mitigate the effects of the breach, (b) commence a forensics investigation of the breach and provide the results thereof to the other party, and (c) correct and identified deficiencies. Unless prohibited by Applicable Law and Rules, the Security Breach Party will also notify the other party of any third-party legal process relating to any Security Breach of which it becomes aware including, but not limited to, any legal process initiated by any governmental entity (foreign or domestic) and provide the results of any forensic conducted by or on behalf of the Security Breach Party within five (5) days of completion of the audit.
14. Force Majeure
14.1 Neither party shall be in default of its obligations under this Agreement to the extent its performance is (a) delayed or prevented by any act of God, earthquake, flood, embargo, riots, sabotage, utility or transmission disruption, fire or any other similar event beyond such party's control, and (b) could not have been prevented by the non- performing party's reasonable precautions or commercially accepted processes, or could not reasonably be circumvented by the non-performing party through the use of substitute services, alternate sources, work-around plans or other means by which the requirements of a buyer of services substantively similar to the Platform services hereunder would be satisfied. Events meeting both of the criteria set forth in the foregoing clauses (a) and (b) are referred to individually and (collectively as "Force Majeure Events"). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance or observance of the affected obligations for as long as such circumstances prevail, and such party continues to attempt to recommence performance or observance to the greatest extent possible without delay.
15.1 Any action, claim, or dispute related to this Agreement will be governed by the laws of the state of Wisconsin, excluding its conflicts of law provisions, and controlling U.S. federal law. The Uniform Computer Information Transactions Act will not apply to this Agreement.
15.2 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrators will award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys' fees.
15.3 If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.
15.4 Failure of SSC to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against SSC unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.
15.5 Except as expressly agreed by SSC and you, this Agreement constitutes the entire agreement between you and SSC with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
15.6 The section headings are provided merely for convenience and will not be given any legal significance.
15.7 This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement without our prior written consent. Important and private information should be protected by you by appropriate use of role assignment.
15.8 SSC is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
Effective as of January 10, 2018