THIS SERVICE AGREEMENT (“AGREEMENT”) IS A LEGAL CONTRACT BETWEEN EXECUTIVE NETWORK CONSULTANTS, INCORPORATED (“VENDOR”), AND THE ENTITY SIGNING BELOW OR NAMED IN THE PURCHASE ORDER, INVOICE, OR OTHER DOCUMENTATION ATTACHED HERETO (“CUSTOMER” or “YOU”), FOR THE CONNECTIONSONLINE.NET SERVICES (“SERVICES”) DESCRIBED BELOW. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
Welcome; Use of the Service
The Connectionsonline.net Service is a browser-based, multi-user software application and data processing environment providing a business productivity solution. The Service is made accessible by Vendor on servers that are linked to a Vendor electronic portal. Customer will connect with this portal by a private network or connectivity provider retained by Customer. Customer will be responsible for selecting, maintaining, and using its own computer hardware and software consistent with the specifications provided by Vendor for user equipment, software operating system and applications, connectivity to the Internet, and system configuration. Vendor does not provide Internet connectivity, and is not responsible for the cost of or for the acts or omissions of any network or connectivity service provider.
The Service includes a software web application using the latest browser interfaces i.e. Internet Explorer (no lower than Internet Explorer 8), Firefox, Chrome, Safari, Opera, etc. and data encryption, transmission, access and storage. Vendor has the right in its discretion to make any substitution, modification, or replacement in the Service that it reasonably believes improves the Service, supports system performance, protects system function or meets legal requirements. Any substitutions, modifications and replacements of the Service will be the sole property of Vendor, even if they are made at Customer’s request or direction.
Vendor may restrict or condition access to and use of the Service by any user at any time if it believes such user’s continued access or use may imminently and materially disrupt, degrade or injure continued access to and use of the Service by other users.
Charges and Payment of Fees
Vendor charges and collects in advance for use of the Services. Vendor will automatically renew, as the Customer account is set up for one calendar month based on the day the period starts and will be charged every month until Customer cancels. For example, someone starting on the 5th of any month will always have their subscription renewed on the 5th of the upcoming months. If a customer cancels mid-month, they are still paid up to the end of that payment period and no refund is automatically given.
Charges will be based on the number of licenses contracted for, whether or not such licenses are actively used. Fees for other services will be charged on an as-quoted basis.
When customers switch between plans (Starter, Basic, Pro and Custom), customers can immediately benefit from the new plan and will be pro-rated that amount on the next scheduled billing date.
Vendor reserves the right to change the fees, applicable charges and usage policies and to introduce new charges upon at least 30 days prior notice prior to subscription renewal, which notice will be provided by e-mail.
Vendor reserves the right to terminate your access to the Service in addition to any other legal remedies. Customers will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If you believe that you have been incorrectly billed by Vendor, you must contact us in writing within 60 days of the charged date of the subscription service containing the amount in question to be eligible to receive an adjustment or credit. (See Notes for contact information.)
Third Party Services
If you decide to enable, access or use Other Services, be advised that your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Service Data) or any interaction between you and the provider of such Other Services. You irrevocably waive any claim against the Vendor with respect to such Other Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, you are expressly permitting the Vendor to disclose your Login as well as Service Data as necessary to facilitate the use or enablement of such Other Services.
In addition to any other rights granted to Vendor herein, Vendor reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent.
Vendor grants to you a limited, non-exclusive, non- transferable license during the term of this Agreement to access, use, and display the Services, and the visual information, documents, and Data contained in or made available through the Service (the “Content”), solely for your own internal business purposes and solely for the number of users you have contracted for. All rights not expressly granted herein by Vendor to you are reserved by Vendor and/or its licensors.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You shall not: (a) copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third party; (b) “frame” or “mirror” any Content contained on, or accessible from, the Service on any other server or Internet-based device, or apply “screen-scraping” or other similar technology or methods to make copies of the Services or Content; or (c) derive specifications from, reverse engineer, reverse compile, disassemble, record, or create derivative works based on the Services or the Content.
Vendor has the right at its option to provide proprietary legends and/or marks on any screen or page of the Services, or in a digital form associated with such screen or page. You shall not obscure such legend or mark, and any copy you make of any page or screen must reproduce any such legend or mark intact with each item.
A Licensed Account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with Vendor. In registering for the Service, you agree to submit accurate, current and complete information about your organization and each authorized user, and promptly update such information. Each user must choose a personal, non-transferable password. User accounts cannot be “shared” or used by more than one individual. Licenses can be transferred to a new user only if a previous user becomes inactive and is unable to access the Service.
You are solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify Vendor immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. Vendor and its licensors shall not be responsible for (i) any unauthorized access to, or alteration of, your transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by Vendor, (ii) any transactions entered into through the Service, or (iii) any failure by you to abide by this Agreement.
Account Information and Data
Vendor does not own any data, information or material that you submit to the Service (“Data”), unless we specifically tell you otherwise before you submit it. Vendor will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement or as may be required by law. Please be aware that Vendor may provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personally identifying information and your IP address will not be transmitted with messages sent from your Vendor account. Vendor may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not Vendor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and Vendor and its licensors shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
Vendor will use reasonable efforts to make the Service available 24 x 7 (twenty-four hours per day, seven days per week). Vendor reserves the right to perform maintenance of the Service as needed. Vendor will use reasonable efforts to limit any unavailability of the Service due to maintenance to non-business hours and to give at least 24 hours notice of any such unavailability.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service or information from the Service to: (a) send unsolicited or unauthorized email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, immoral, libelous, abusive, harassing, tortuous, defamatory, threatening, harmful, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other proprietary rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs or cancelbots; (f) interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user’s use and enjoyment of the Service.
Cancellation/Reduction in Service Level
If the subscription is not defined separately in a multi-year contract agreement, this Agreement is automatically renewable monthly, unless either party requests cancellation or a change in service level prior to the commencement of the next period. Vendor may terminate this Agreement or reduce the level of service by notifying the other party in writing at least one month in advance of the cancellation date. Upon Vendor cancellation/reduction, you will be granted a refund of any prepaid charges applicable.
Cancellation for Cause
Any unauthorized access, use, copying, disclosure, distribution, or sublicensing by you or with your aid or consent of the Service or Content or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement. Vendor in its sole discretion may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
Vendor reserves the right to withhold, remove and/or discard Data without notice for any breach, including, without limitation, your non-payment. Upon Cancellation for cause, your right to access or use Data immediately ceases, and Vendor shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party. In the event that you terminate this Agreement (other than by reason of your breach), Vendor will make available to you a file of your Data within 30 days of Cancellation if you so request at the time of your notification of Cancellation.
Cookies are files that your web browser places on your computer’s hard drive and are used to tell us whether you have visited the Service previously. Vendor issues a session cookie only to record encrypted authentication information for the duration of a specific session. The session cookie does not include the username or password of the user.
Except for the licenses granted herein, you have no right, title or interest in or to Vendor, the Service or any Content of Vendor or its licensors, including, without limitation, documentation, stories, articles, text, images, and other multimedia data and all such right, title and interest shall remain exclusively with Vendor and its licensors, as applicable. Vendor and/or other Vendor products and services referenced herein are either trademarks or registered trademarks of Vendor. The names of other companies and products mentioned herein may be the trademarks of their respective owners.
You shall indemnify and hold Vendor, its licensors and each such party’s 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 any unauthorized or improper use of the Service or Content or any breach of this Agreement by you.
Vendor warrants that the Services will perform substantially in accordance with the functions described in the online ConnectionsOnline.net help documentation under normal use and circumstances. Except as provided herein, Vendor and its licensors make no representations, warranties, or guarantees as to the reliability, suitability, availability, accuracy or completeness of the Services or any Content. Vendor does not represent or warrant that (a) the use of the Services will be secure, timely, uninterrupted or error-free, or operate in combination with any other hardware, software, system or data, (b) the Services will meet your requirements or expectations, (c) any stored Data will be accurate or reliable, or (d) the Services or the server(s) that make the Services available are free of viruses or other harmful components. VENDOR AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
In no event will Vendor or its suppliers be liable to Customer for any incidental, consequential, special, exemplary, or punitive damages, including, without limitation, lost profits or lost data, even if Vendor or its representative have been advised of the possibility of such damages, or for any claim by any third party. In no event shall Vendor’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to any claim.
The Services, including any software, databases, Content, and technical data used therein, are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re- export, or import the Services or any underlying software, databases, Content, and technical data.
The Services and any related databases, software, and Content are commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, that were developed exclusively at private expense by Vendor, and shall be classified as “restricted computer software,” as defined in FAR 52.227-19. Any U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation, should such right exist or arise, are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) and/or subject solely to the terms of this Agreement, as stated in DFARS 227.7202 for U.S. Department of Defense procurements, and the limited rights restrictions of FAR 52.227-14 and/or subject to the restricted rights provisions of FAR 52.227-14 and FAR 52.227-19, as applicable, and any applicable agency FAR Supplements, for non-Department of Defense federal procurements.
Vendor alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Service (“Submissions”) and you agree to assign such Submissions to Vendor free of charge. Vendor may use such Submissions as it deems appropriate in its sole discretion.
Vendor may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Vendor’s account information, or by written communication sent by first class mail, overnight delivery service, personal delivery, or facsimile to your address on record in Vendor’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail), or upon receipt (if sent by facsimile, overnight delivery service, or personal delivery). You may give notice to Vendor (such notice shall be deemed given when received by Vendor) at any time by any of the following: letter sent by confirmed facsimile to Vendor at the following fax number 440-892-9010; electronic mail sent to firstname.lastname@example.org, letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Vendor at the following address, Connections Online, 24481 Detroit Road, Suite 300, Westlake, OH 44145.
Modification to Terms
Vendor reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of Vendor but may be assigned by Vendor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
The rights and limitations in this Agreement are also for the benefit of Vendor’s licensors each of whom shall have the right to enforce its rights hereunder directly and on its own behalf.
No failure, delay or default in performance of any obligation under this Agreement will constitute an event of default or a breach of license, representation or warranty under this Agreement (and no credit or liability will be assessed therefore) if and to the extent it is caused by: strike; fire; shortage of materials; act of a public authority; unavoidable casualty; civil disorder; riot; insurrection; vandalism; war; severe weather; natural disaster or other act of God; failure of the Internet; failure or error of an Internet services provider or other provider of connectivity, any lines of transmission, any other third party equipment or software through which Internet transmissions occur, or any telecommunications carrier; hacking or electronic vandalism; or, other cause if such cause is beyond the reasonable control of the party otherwise chargeable, for so long as such cause continues and for a reasonable period of time thereafter. Notwithstanding the foregoing, such cause will not include a party’s lack of funds, lack of credit, or other financial inability to perform. If a party intends to rely on the foregoing force majeure protection, it will timely notify the other party in order to permit the other in its sole discretion to suspend or curtail its own performance under the Agreement for such time as the failure, delay or default continues.
Taxes and Tariffs
In addition to the fees under this Agreement, you are responsible to pay promptly all government taxes or charges assessed, due or levied by reason of or based upon sale or provision to you of Services under this Agreement, including without limitation any excise, use, sales or transfer taxes, excluding ordinary personal property taxes assessed against or payable by Vendor, excluding taxes on Vendor’s net income, and excluding Vendor’s corporate franchise taxes. The parties to this Agreement will cooperate fully in pursuing any refund or abatement claims. Vendor will be entitled to pass through on its bills any increase in communications tariffs or carrier charges arising out of the Services, including without limitation government imposed access or regulatory fees and similar fees payable by Vendor and beyond Vendor’s control.
Vendor will document any pass-through fees to you at your request.
This Agreement shall be governed by Ohio law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Cleveland, Ohio.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between you and Vendor as a result of this agreement or use of the Service.
The failure of Vendor to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Vendor in writing.
This Agreement, together with any applicable Order/Registration Form, comprises the entire agreement between you and Vendor and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement.
Copyright 2000-2016, Executive Network Consultants, Incorporated. All rights reserved.
QUESTIONS OR ADDITIONAL INFORMATION
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com.
Business Continuity – Back-ups
Database back-ups occur nightly, with each backup stored for at least two weeks. In the event information is lost or corrupted, Vendor will notify Customer and restore the latest version of back-up data to the production server.
RAID 5 hot-swappable hard drives are used to minimize hard drive failure downtime.
SECURE SOCKET LAYER (SSL) technology protects information using server authentication and data encryption ensuring data is safe, secure and available to only registered users of the Connections Online application. Data will be inaccessible to anyone outside of the Customer’s users and the Service Provider personnel assigned to the Customer account.
In the event of software or hardware failure, Connections Online will notify Customer with problem identification, resolution and expected time of availability. In the event a production server housing Customer information is disabled, a test server will assume production processing for Customer information.
In the event of a disaster at the primary data center in Louisville, Kentucky, the processing of the Customer data and the current version of the Connections Online software would be routed to a secondary location. Full production processing would be available as soon as possible from the failure at the primary data center.
Vendor provides email technical support as well as FAQ and Help. All is available 24/7 through the application. Every attempt will be made to answer support questions within 48 hours during the normal business week.