Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practice.
RESTRICTIONS AND RESPONSIBILITIES
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Platform or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or Platform or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to c section 252.227—7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without Customer’s knowledge or consent.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) all intellectual property rights related to any of the foregoing, and (d) any data that is based on or derived from the Customer Data even if provided to Customer as part of the Services.
Company shall have the right collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, and (iii) disclose such data to such promoters as are associated with your venues and customers. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES; UPGRADES; REFUNDS
Customer will pay Company in advance for the fees described in the signup process for the Services and Additional Services in accordance with the terms therein (the Base Fees and Additional Fees, together, the “Fees”). If Customer’s use of Services or Additional Services exceeds the Services set forth on the Signup Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such Services and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
Company shall be paid directly for Base Fees in advance on a monthly basis, as marked on the Signup Form. Company shall also be paid for Additional Fees for Additional Services that are added to the Signup Form through an Addendum during the Term of this Agreement, either upon ordering them or accessing them through the Platform. After adding Additional Services, the Additional Fees will be due in advance on a monthly basis for the remainder of the Term.
The company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company ten (10) days after the mailing date of the invoice. In the event that Company chooses to bill through an invoice, all Services Fees are payable in advance on a monthly basis. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
Customer may upgrade the Plan at any time, including mid-month, and Company will pro-rate the difference for the Basic Fee for the remainder of the Term. Customer may not downgrade the Plan during the Term.
Company shall refund any Basic Fees paid for Personal, Professional or Business plans if a refund is requested within sixty (60) days of the Effective Date of this Agreement (the “Money Back Guarantee”). The Money Back Guarantee is not available for Event plans or Custom plans and is not available for Additional Fees, only the Base Fees. There are no refunds given if a refund is requested after 60 days from the Effective Date. All Fees paid in advance are non-refundable after 60 days from the Effective Date. All Fees for Event or Custom plans are non-refundable upon payment.
TERM AND TERMINATION
Subject to earlier termination as provided below, this Agreement is for the monthly service term, and shall be automatically renewed each month (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Customer shall be responsible for maintaining the security of its Customer Data through the use of data encryption, data security protocols, passwords, and other methods.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Customer agrees to permit Company to identify Customer as a customer of the Company using the Services, and Customer and Company agree to work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
No attachments. An Addendum may be added to upgrade Plan Level or add Additional Services.
This Agreement was last modified on December 23, 2015.
This Statement of Privacy applies to the ShareSpring website (https://sharespring.com) and ThriveLine (doing business as ShareSpring) to inform you of our policies and procedures regarding the collection, use and disclosure of personal information we receive from users of https://sharespring.com (this "Site"). The ShareSpring website is a social media aggregation platform. By using ShareSpring and/or other services, you consent to the data practices described below.
1. Information Collection and Use
Our primary goals in collecting information are to provide and improve our Site, services, features and content, to administer your membership (collectively, the "Service") and to enable users to enjoy and easily navigate the Site.
2. Personally Identifiable Information
When you register with us through the Site and become a ShareSpring member, we will ask you for personally identifiable information. This refers to information about you that can be used to contact or identify you, such as your name and email address ("Personal Information"). We use your Personal Information mainly to provide the Service and administer your inquiries.
We also collect the other information that you provide as part of registration and the administration and personalization of this service (e.g., without limitation, zip code (on its own) and individual preferences or demographic information) ("Non-Identifying Information").
We use your Personal Information (in some cases, in conjunction with your Non-Identifying Information) mainly to provide the Service, and administer your inquiries.
Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers (for example, combining your zip code with your street address) in a way that enables you to be identified. But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your demographic information). We may combine your Personal Information with Non-Identifying Information and aggregate it with information collected from other ShareSpring Users (defined below) to attempt to provide you with a better experience, to improve the quality and value of the Service and to analyze and understand how our Site and Service are used. We may also use the combined information without aggregating it to serve you specifically, for instance, to deliver a product to you according to your preferences or restrictions.
We also use your Personal Information to contact you with ShareSpring newsletters, marketing or promotional materials and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the unsubscribe instructions provided in any of the communications or update your "notifications" information. (See "Changing or Deleting Information," below.) Please note that we may also use your Personal Information to contact you with information related to your use of the Service; you may not opt out of these notifications.
3. Log Data
When you visit the Site, whether as a ShareSpring member or a non-registered user just browsing (any of these, a "ShareSpring User"), our servers automatically record information that your browser sends whenever you visit a website ("Log Data"). This Log Data may include information such as your computer's Internet Protocol ("IP") address, browser type or the webpage you were visiting before you came to our Site, pages of our Site that you visit, the time spent on those pages, information you search for on our Site, access times and dates, and other statistics. We use this information to monitor and analyze use of the Site and the Service and for the Site's technical administration, to increase our site's functionality and user-friendliness, and to better tailor it to our visitors' needs. We also use this information to verify that visitors to the Site meet the criteria required to process their requests. We do not treat Log Data as Personal Information or use it in association with other Personal Information, though we may aggregate, analyze and evaluate such information for the same purposes as stated above regarding other Non-Identifying Information.
5. Web Beacons
Our Web pages contain electronic images known as Web beacons (sometimes called single-pixel gifs) and are used along with cookies to compile aggregated statistics to analyze how our site is used and may be used in some of our emails to let us know which emails and links have been opened by recipients. This allows us to gauge the effectiveness of our customer communications and marketing campaigns.
You can import contacts from your Facebook or email account address book to invite friends to use the Service. We collect, but do not store, the username and password for the Facebook or email account you wish to import your contacts from and will only use it for that purpose only.
6. Aggregate Information and Non-Identifying Information
We may share aggregated information that does not include Personal Information and we may otherwise disclose Non-Identifying Information and Log Data with third parties for industry analysis, demographic profiling and other purposes. Any aggregated information shared in these contexts will not contain your Personal Information.
7. Service Providers
8. Compliance with Laws and Law Enforcement
ShareSpring cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of ShareSpring or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, any illegal, unethical or legally actionable activity.
9. International Transfer
10. Business Transfers
ShareSpring may sell, transfer or otherwise share some or all of its assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
11. Changing or Deleting Your Information
All ShareSpring members may review, update, correct or delete the Personal Information in their registration profile by contacting us at firstname.lastname@example.org or editing the relevant part of their profile. If you would like us to delete your record in our system, please contact us and we will attempt to accommodate your request if we do not have any legal obligation to retain the record. See below for privacy contact information.
ShareSpring is very concerned with safeguarding your information. When you enter sensitive information (such as credit card number) on our registration forms, we encrypt that information using secure socket layer technology (SSL). We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our Website, you can contact us at email@example.com.
We will make any legally required disclosures of any breach of the security, confidentiality, or integrity of your unencrypted electronically stored "personal data" (as defined in applicable state statutes on security breach notification) to you via email or conspicuous posting on this Site in the most expedient time possible and without unreasonable delay, insofar as consistent with (i) the legitimate needs of law enforcement or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.
13. Links to Other Sites
Our Site contains links to other websites. If you choose to visit an advertiser by "clicking on" a banner ad or other type of advertisement, or click on another third-party link, you will be directed to that third party's website. The fact that we link to a website or present a banner ad or another type of advertisement is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit.
With your consent we may post your testimonial along with your name. If you want your testimonial removed please contact us at firstname.lastname@example.org.
15. Our Policy Toward Children
This Site is not directed to children under 18. We do not knowingly collect personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at email@example.com. If we become aware that a child under 13 has provided us with Personal Information, we will delete such information from our files.
16. Contacting Us
This Agreement was last modified on December 23, 2015.