BY AGREEING TO THE TERMS AND CONDITIONS AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CASEGUARD TECHNOLOGIES, INC. ("CASEGUARD") ONLINE SERVICES KNOWN AS (THE "SERVICES"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
We do not collect any personal information (name, address, telephone number, or e-mail address) unless you provide it. We may request this information when a product or demo is downloaded, for newsletter subscriptions, or when additional information about our products or services is requested.
If you have submitted personal information and want it removed from our records, please contact us at the e-mail address listed on our Privacy Statement.
CaseGuard's privacy and security statements may be viewed at http://www.caseguardtech.com. CaseGuard reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
The Service may include certain communications from CaseGuard, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
CaseGuard hereby grants you a non-exclusive, non-transferable, right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CaseGuard and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device, without the express written consent of CaseGuard; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
You are responsible for all activity occurring under your Project accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CaseGuard immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CaseGuard immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CaseGuard user or provide false identity information to gain access to or use the Service.
Except as otherwise provided, CaseGuard does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not CaseGuard, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CaseGuard shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. CaseGuard may, however, utilize Customer Data to anonymously aggregate, publish or otherwise make known Performance Benchmarks or other data metrics about the use of the Service. Performance Benchmarks or other data metrics attributed specifically to you will only be published or otherwise made known with your prior written consent. In the event this Agreement is terminated (other than by reason of your breach), CaseGuard will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. CaseGuard reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and CaseGuard shall have no obligation to maintain or forward any Customer Data.
CaseGuard alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to CaseGuard Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, CaseGuard Technology or the Intellectual Property Rights owned by CaseGuard. The CaseGuard name, CaseGuard logo, and the product names associated with the Service are trademarks of CaseGuard or third parties, and no right or license is granted to use them.
We may offer certain Services as closed or open beta services ("Beta Service" or "Beta Services") for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer any of the Beta Services as commercial service. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that CaseGuard will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
You shall pay any and all applicable fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments shall be made in accordance with the terms and conditions set forth by CaseGuard or as otherwise mutually agreed upon. You are responsible for paying any then, generally applicable fees or charges during the applicable billing period. CaseGuard reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
CaseGuard reserves the right to establish or modify its general practices and limits relating to storage of Customer Data, including the right to initiate a maximum disk storage space allocation to your use of the Service, and to assess additional charges where a maximum storage space allocation is exceeded. CaseGuard will notify customers of any maximum disk storage space allocation and of any additional charges where a maximum disk storage space allocation is exceeded, including any such change to its general practices and limits relating to storage of customer data, including additional storage space charges, at least 30 days prior to those changes or charges being placed in effect.
CaseGuard may charge and collect for use of the Service in accordance with its then in effect billing practices and procedures. CaseGuard will automatically renew and bill your credit card or issue an invoice to you for any applicable billing period, or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of Pay Subscriptions subscribed to on the Order Form, plus any additional Pay Subscriptions utilized over and above the number subscribed to on the Order Form during any applicable billing period, times the subscription fee in effect during the applicable billing period, unless CaseGuard has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. CaseGuard's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on CaseGuard's income.
You agree to provide CaseGuard with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Subscription Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CaseGuard reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless CaseGuard in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to CaseGuard herein, CaseGuard reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for Pay Subscriptions during any period of suspension. If you or CaseGuard initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that CaseGuard may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
CaseGuard reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that CaseGuard has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
This Agreement commences on the Start Date you agree to use the Service by creating an account on the Service, or as designated on any applicable Order Form, or otherwise. Use of the Service may be terminated at any time in CaseGuard's sole discretion. Upon the expiration of any applicable Term of the Service, this Agreement will automatically renew for successive renewal terms at CaseGuard's then current and applicable fees and charges for Pay Subscriptions. Either party may terminate this Agreement, effective only upon the expiration of the then current Subscription Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the succeeding monthly term. In the case of Free Subscriptions, notifications provided through the Service indicating the remaining number of days in the Free Subscription shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), CaseGuard will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that CaseGuard has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. If you terminate this Agreement prior to the expiration of the Subscription Term, you will be subject to CaseGuard's then in effect early Termination Fee.
Any breach of your payment obligations or unauthorized use of CaseGuard Technology or Service will be deemed a material breach of this Agreement. CaseGuard, 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. You agree and acknowledge that CaseGuard has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CaseGuard represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online CaseGuard help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold CaseGuard, 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: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CaseGuard (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CaseGuard of all liability and such settlement does not affect CaseGuard's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
CaseGuard shall indemnify and hold you and your 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: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CaseGuard of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CaseGuard; provided that you (a) promptly give written notice of the claim to CaseGuard; (b) give CaseGuard sole control of the defense and settlement of the claim (provided that CaseGuard may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CaseGuard all available information and assistance; and (d) have not compromised or settled such claim. CaseGuard shall have no indemnification obligation, and you shall indemnify CaseGuard pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware, or business process(s).
CASEGUARD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CASEGUARD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CASEGUARD AND ITS LICENSORS.
CASEGUARD'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CASEGUARD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY'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 SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Permission to use documents (such as white papers, press releases, datasheets and FAQs), video, and recorded content from website and the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as K-12, universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
CASEGUARD AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE CONTENT AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH CONTENT AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CASEGUARD AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL CASEGUARD AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES.
THE CONTENT AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CASEGUARD AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
Links contained in CaseGuard's site may let you leave CaseGuard's site. The linked sites are not under the control of CaseGuard and CaseGuard is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. CaseGuard is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by CaseGuard of the site.
CaseGuard does not claim ownership of the materials you provide to CaseGuard (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by providing or submitting ("Posting") your Submission you are granting CaseGuard, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their businesses (including, without limitation, all Services). No compensation will be paid with respect to the use of your Submission, as provided herein. CaseGuard is under no obligation to post or use any Submission you may provide and CaseGuard may remove any Submission at any time in its sole discretion. By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Use and the Services, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
CaseGuard and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
CaseGuard may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in CaseGuard's account information, or by written communication sent by first class mail or pre-paid post to your address on record in CaseGuard'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 pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CaseGuard (such notice shall be deemed given when received by CaseGuard) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to CaseGuard at the following address: CaseGuard Technologies, Inc., 1321 North Adams Court, Suite 403; Arlington, VA 22201.
CaseGuard reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of 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 CaseGuard but may be assigned without your consent by CaseGuard 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. Any actual or proposed change in control of you that results or would result in a direct competitor of CaseGuard directly or indirectly owning or controlling 50% or more of you shall entitle CaseGuard to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by the laws of the State of Massachusetts 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 Massachusetts. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. 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 CaseGuard as a result of this agreement or use of the Service. The failure of CaseGuard 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 CaseGuard in writing. This Agreement, together with any applicable Order Form or Partner Agreement, comprises the entire agreement between you and CaseGuard and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on CaseGuard website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by CaseGuard from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you or your customers to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted on the date you begin using the Service; "Initial Term" means any initial period during which you are obligated to pay for the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Subscription Administrator(s)" means those Users designated by you who are authorized to purchase subscriptions by executing written Order Forms and to create new accounts and otherwise administer your use of the Service; "Subscription Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing any Pay Subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of subscriptions and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "CaseGuard" means collectively CaseGuard Technologies, Inc., a Delaware corporation, having its principal place of business at 1321 North Adams Court, Suite 403; Arlington, VA 22201; "CaseGuard Technology" means all of CaseGuard's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by CaseGuard in providing the Service; "Performance Benchmark(s)" means any aggregation, compilation or combination of Customer Data. "Service(s)" means the specific edition of CaseGuard's Services, or any parts or sub-parts thereof, identified during the ordering process, developed, operated, and maintained by CaseGuard, accessible via http://www.caseguardtech.com or another designated web site or IP address, or ancillary services rendered to you by CaseGuard, to which you are being granted access under this Agreement; "Project(s) means: an undertaking to create, maintain, or update a specific software product, software system, software application, or other specific type of software for you, or your customer; User(s) means your employees, representatives, consultants, contractors, customers, or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by CaseGuard at your request).
END OF TERMS OF USE
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