This License Agreement ("Agreement") is made and effective the date signed below by and between Service Calibrate ("Provider") and client/user ("Licensee"). Provider has developed and licenses its services software program system and database marketed under the name Service Calibrate ("System"). Licensee desires to utilize the System. In consideration of the mutual promises set forth herein Provider and Licensee agree as follows:
Provider hereby grants to Licensee a non-exclusive non-transferable limited license to use the System in the United States of America as set forth in this Agreement. The System is offered to you Licensee conditioned on your acceptance without modification of the terms conditions and notices contained herein. Licensee's use of the System constitutes agreement to all such terms conditions and notices. Provider reserves the right to change the terms conditions and notices under which the System is offered including but not limited to the charges associated with the use of the System. The most up to date terms are available on our website at LINK. Please check back on this site for the latest terms.
Licensee shall not modify copy duplicate reproduce disassemble decompile license or sublicense the System or transfer or convey the System or any right in the System to anyone else without the prior written consent of Provider.
In consideration for the grant of the license and the use of the System Licensee agrees to pay Provider per its regular list price a license fee monthly subscription fee and/or the annual support and maintenance fee for each successive twelve-month use of the System and any updates.
4. No Unlawful Use.
As a condition of Licensee's use of the System Licensee warrants to Provider that it will not use the System for any purpose that is unlawful or prohibited by these terms conditions and notices. Licensee may not use the System in any manner which could damage disable overburden or impair the System or interfere with any other party's use and enjoyment of the System. Licensee may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the System.
5. Appropriate Use.
Licensee agrees to use the System with the appropriate computer equipment in the specified manner. In the event of any defect or alleged defect Licensee shall promptly notify Provider and may return the System to Provider at Licensee's expense in the first 90 days from the date of initial purchase. Provider shall not be liable for any breach of the System if the System is modified by anyone or if it is used improperly or on an operating environment not approved by Provider. In the event of any defect in the media upon which the System is provided arising within 90 days of the date of delivery of the System Provider shall provide Licensee a new copy of the System upon return of the original media to Provider.
6. System Installation and Maintenance.
A. Installation. If the System is to be installed on Licensee’s hardware Licensee agrees to make available the equipment and manpower needed to complete the installation and maintain the equipment and network on which the System will be run as well as take steps to maintain adequate backups security and confidentiality of the data contained therein. If the System is hosted with the Provider Provider may use a third party hosting service provider and may charge an additional fee to the Licensee. Notwithstanding the foregoing option all other terms and conditions in this Agreement shall remain unchanged.
B. Annual maintenance. Licensee may receive maintenance and support for successive twelve (12) month periods or individual training sessions for a fee per Provider's regular list price. If there is lapse in Licensee's payment of subscription license or maintenance fees Provider reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Provider may elect to discontinue maintenance at any time upon notice to Licensee and refund of any then unearned maintenance fees.
Payment of the license fee shall be made upon delivery of the System. Payment of any other amount owed by Licensee to Provider pursuant to this Agreement shall be paid within thirty (30) days following invoice from Provider. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Provider then in addition to any other amount due Provider may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.
In addition to all other amounts due hereunder Licensee shall also pay to Provider or reimburse Provider as appropriate and for sales use excise taxes or other taxes which are measured directly by payments made by Licensee to Provider. In no event shall Licensee be obligated to pay any tax paid on the income of Provider or paid for Provider's privilege of doing business.
9. Warranty Disclaimer.
PROVIDER AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY RELIABILITY AVAILABILITY TIMELINESS AND ACCURACY OF THE INFORMATION SOFTWARE PRODUCTS SERVICES AND RELATED GRAPHICS CONTAINED IN THE SYSTEM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH INFORMATION SYSTEM PRODUCTS SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. PROVIDER AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED WITH REGARD TO THIS SYSTEM INFORMATION SOFTWARE PRODUCTS SERVICES AND RELATED GRAPHICS INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE TITLE AND NON-INFRINGEMENT.
10. Liability Disclaimer.
THE INFORMATION SOFTWARE PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SYSTEM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PROVIDER AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SYSTEM AT ANY TIME. ADVICE RECEIVED VIA THE SYSTEM SHOULD NOT BE RELIED UPON FOR PERSONAL MEDICAL LEGAL OR FINANCIAL DECISIONS AND LICENSEE SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO LICENSEE'S SITUATION.
Although Provider will implement procedures for backup of Licensee's data when Provider and/or its suppliers are hosting such data Provider shall not be held liable for loss or corruption of data as above caused due to interruptions or other defects in backup. Furthermore Provider shall not be responsible for backup of Licensee's data on a regular basis. It is advised that Licensee may adopt its own procedures for backup of its data if it requires regular or frequent backups.
In no event shall Provider's liability hereunder exceed the amount of license fees paid by Licensee during the twelve months prior to Licensee’s action regardless of whether Licensee's claim is based on contract tort strict liability product liability or otherwise. No action regardless of form may be brought by Licensee more than two years after the date the cause of action arose.
The System and related system database and manuals are proprietary Confidential Information of Provider. Licensee shall not disclose publish or otherwise reveal or make unauthorized copies except for backup any of the Confidential Information defined above to any other party whatsoever except with the specific prior written authorization of Provider except where provided in the Public Information clause of this Agreement. Licensee agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product. The provisions of this paragraph shall survive the revocation or termination of the License granted herein.
12. Public Information.
Provider may ask Licensee to fill out feedback and survey forms relating to the System and its use and may use this information statements and opinions of Licensee or its employees in its public announcements or materials. Licensee agrees to hold its own employees as well as Provider and its employees harmless for such use of names titles statements and opinions of Licensee/Licensee’s employees regarding the System.
13. Links to Third Party Sites.
The System may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Provider and Provider is not responsible for the contents of any Linked Site including without limitation any link contained in a Linked Site or any changes or updates to a Linked Site. Provider is not responsible for webcasting or any other form of transmission received from any Linked Site. Provider is providing these links to Licensee only as a convenience and the inclusion of any link does not imply endorsement by Provider of the site or any association with its operators.
14. Data Submitted into System.
Provider does not claim ownership of the data (excluding feedback and suggestions) that Licensee posts or uploads inputs or submits to the System or its associated services (collectively "Submissions"). However by posting uploading inputting providing or submitting Submissions Licensee grants Provider its affiliated companies and necessary sublicensees permission to use the Submissions in connection with the operation of their Internet businesses including without limitation the rights to: copy backup transmit reproduce edit translate and reformat the Submissions.
By posting uploading inputting providing or submitting the Submissions Licensee warrants and represents that it owns or otherwise controls all of the rights to the Submissions as described in this section including without limitation all the rights necessary to provide post upload input or submit the Submissions.
15. Termination/Access Restriction.
Provider reserves the right in its sole discretion to terminate Licensee's access to the System and the related services or any portion thereof at any time without notice.
16. No Agency Relationship.
Licensee agrees that no joint venture partnership employment or agency relationship exists between Licensee and Provider as a result of this agreement or use of the System. Provider's performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of Provider's right to comply with governmental court and law enforcement requests or requirements relating to Licensee's use of the System or information provided to or gathered by Provider with respect to such use.
17. Governing Law and Venue.
This Agreement shall be construed and enforced in accordance with the laws of the state of California. Any legal proceeding shall be in the County of Los Angeles. In case of legal action the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other relief to which the party may be entitled.
A. Notice. Any notice required by this Agreement or given in connection with it shall be in writing and shall be given by appropriate means.
B. No Assignment. Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Provider.
C. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
D. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable then this Agreement including all of the remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included.
E. No Implied Waiver. Either party's failure to insist in any one or more instances for strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
F. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
G. Data Accuracy. All the data is submitted & entered on all Service Calibrate platforms by end users. Service Calibrate does not guarantee or validate the accuracy & integrity of the data submitted by end users. It is the user’s full responsibility to validate the data and not
Service Calibrate Inc.
H. New Technology. Service Calibrate may introduce biometrics & beacon or similar technology with/without giving any written consent to its users. At that point users involved with new technology will be contacted & it will be user’s decision to take part or not. This technology will be introduced to any new or existing users by Service Calibrate Inc. discretion
I. Third Party API (Application Program Interface). Service Calibrate uses third party (Not Service Calibrate hardware & software) all the time. Due to that there will be times when Service Calibrate may or may not function as expected. With accepting this agreement users accept all service as is
J. Cellular Data. All use of Service Calibrate services requires Web mobile & tablet data plan & user will have the obligation with their service providers. Please check with service providers as all data rates may apply while using our services
K. Safety. By accepting this agreement you accept & understand that,
It is illegal to use a hand-held mobile phone or tablet while driving or riding a motorbike because it can increase your chances of having an accident. You will only use our services when not in a vehicle. You will not use Service Calibrate platforms or our services while driving or riding in any moving vehicles. Service Calibrate is not liable for any incidents it will be the user’s responsibility to be safe & in case of any/all damages or liability occurred
L. Termination & Disciplinary Actions. Service Calibrate does not take any responsibility in any case if our data is or has been used for any users or employees for any disciplinary action by an employer or contractor for lay-off and/or termination action due to accurate or inaccurate Service Calibrate data. This matter is strictly between user employee & his employer company or contractor who hired them to resolve. You accept that Service Calibrate Inc. is or will not be liable for any such incidents
Service Calibrate is committed to protecting your privacy. This Statement of Privacy governs Service Calibrate’s data collection and usage, and applies to the Service Calibrate Website, services, and Mobile/Tablet applications. By using the Service Calibrate Website, services, and Mobile/Tablet applications, you consent to the data practices described in this statement.
Collection of Personal Information
Service Calibrate may collect personally identifiable information, such as your e-mail address, name, address or telephone number. Service Calibrate also collects, as part of its service to you, personal information of third parties and/or your employees. Service Calibrate also collects anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites.
There is also information about your computer hardware and software that is automatically collected by Service Calibrate. This information can include: your IP address, browser type, domain names, access times and referring Website, Mobile/Tablet applications addresses. This information is used by Service Calibrate for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Service Calibrate Website, Mobile/Tablet applications.
Links to Third Party Websites
Service Calibrate may also collect geolocation information. Geolocation is the identification of the real-world geographic location of an object, such as a radar source, mobile phone or Internet-connected computer terminal. Geolocation can refer to the practice of assessing the location, or to the actual assessed location.
Use of Personal Information
Service Calibrate collects and uses your personal information to operate the Service Calibrate Website, Mobile/Tablet applications and deliver the services you have requested. Service Calibrate may also use your personally identifiable information to inform you of other products or services available from Service Calibrate and its affiliates. Service Calibrate may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.
Service Calibrate does not sell, rent or lease its customer lists to third parties. Service Calibrate may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, Service Calibrate may share data with trusted partners to help us perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Service Calibrate, and they are required to maintain the confidentiality of your information.
Service Calibrate does not use or disclose sensitive personal information or information under Federal/State protected classes, such as race, religion, or political affiliations, without your explicit consent.
Service Calibrate keeps track of the pages our customers visit within Service Calibrate, in order to maintain recently used pages or reports and to offer such customized services to you.
Service Calibrate will never disclose any personal data without explicit permission from the customer, except, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Service Calibrate or the site; (b) protect and defend the rights or property of Service Calibrate; and, (c) act under exigent circumstances to protect the personal safety of users of Service Calibrate or the public.
The Service Calibrate Website, Mobile/Tablet applications may use "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Service Calibrate pages, or register with Service Calibrate site or services, a cookie helps Service Calibrate to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Service Calibrate Website, or Mobile/Tablet applications, the information you previously provided can be retrieved, so you can easily use the Service Calibrate features that you customized.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Service Calibrate services or Website, Mobile/Tablet applications you visit.
Security of Personal Information
Service Calibrate secures your personal information from unauthorized access, use or disclosure. Service Calibrate secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (such as a social security number or other personally identifiable information) is transmitted to other Website, Mobile/Tablet applications, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol, and firewalls. These measures do not guarantee that your information will not be accessed, disclosed, altered or destroyed by breach of such firewalls and secure server software. By using Service Calibrate’s services, you acknowledge that you understand and explicitly assume these risks.
Your account is protected by your account password. Service Calibrate urges you to take steps to keep your personal information safe by not disclosing your password to anyone. Service Calibrate recommends logging out of your account after each use.
California Online Privacy Protection Act Compliance
Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent, except as provided expressly herein.
Children’s Online Privacy Protection Act Compliance
We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our Website, Mobile/Tablet applications, products and services are directed to those at least 13 years of age or older.
Changes to this Statement of Privacy
Service Calibrate reserves the right to, and will occasionally update this Statement of Privacy to reflect company and customer feedback. Service Calibrate encourages you to periodically review this Statement to be informed of how Service Calibrate is protecting your information. Service Calibrate will notify you of significant changes to this Statement via email or by notice on the website. Significant changes will go into effect 30 days following such notification. Non-material changes or clarifications will take effect immediately. You should periodically check the Site and this privacy page for updates. Service Calibrate intends to introduce pay-per-click campaigns and advertisements in the future.
Service Calibrate welcomes your comments regarding this Statement of Privacy. If you believe that Service Calibrate has not adhered to this Statement, please contact Service Calibrate at email@example.com. We will use reasonable efforts to promptly determine and remedy the problem.