IMPORTANT - READ CAREFULLY: THESE SIDED TERMS OF SERVICE (THIS "AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU ( "YOU" AND "YOUR") AND SIDED, INC. ("SIDED", "WE", "US" OR "OUR").
THIS AGREEMENT APPLIES TO (1) YOUR USE OF SIDED’S WEBSITES, ONLINE AND/OR MOBILE SERVICES, (2) ALL SUBSCRIPTIONS FOR SIDED HOSTED SOFTWARE AS A SERVICE ("SAAS") SOLUTIONS, AND (3) ANY OTHER RELATED SERVICES THAT SIDED MAY PROVIDE TO YOU IN CONNECTION WITH SUCH SAAS SOLUTIONS (COLLECTIVELY, THE "SERVICE").
SIDED RESERVES THE RIGHT TO MAKE UNILATERAL MODIFICATIONS TO THIS AGREEMENT AND WILL PROVIDE NOTICE OF THESE CHANGES AS DESCRIBED BELOW.
For purposes of this Agreement, the definitions set forth below apply:
"Authorized User" means any of Your employees, representatives, consultants, contractors or agents authorized by Your administrator to access and use the Service on behalf of Your business, in each case subject to such person's agreement to be bound by the terms of this Agreement.
"Front End Code" means our user interface display and usability platform. This includes, but is not limited to, the layout, color scheme, HTML pages and source code, etc.
"Sided Materials" means any documentation, user guides or other materials provided by Sided to You in connection with Your use of the Service.
"Order Form" means any online or written subscription order form, purchase order, or similar document for the Service submitted by You either during an online subscription process or separately signed by You and submitted to Sided, and any future purchase order, order form, or similar document that makes reference to this Agreement.
"Subscription Term" means the use term for the applicable Service set forth on Your Order Form and any additional renewals of such term.
"Your Data" means registration information, information concerning Your Authorized Users and customers and contacts, business, marketing and financial information, and any similar data that You upload to the Service.
2.1 Eligibility. This Agreement is a contract between You and Sided. You must read and agree to these terms before using the Service. If You do not agree, You may not use the Service. You may use the Service only if You can form a binding contract with Sided, and only in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement.
2.2 Use Rights. Subject to the terms of this Agreement and the applicable Order Form, Sided hereby grants to You during the term of this Agreement a non-transferable (except as permitted below), non-exclusive right to permit Your Authorized Users to access and use the Service (and any Sided Materials provided to You) to allow You to perform the various business functions that the Service is designed to perform.
2.3 Restrictions. Your use of the Service is subject to the following restrictions: (i) You may not copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”, (ii) You may not transmit spam, chain letters, or other unsolicited email; (iii) Your use of the Service may not be on behalf of third parties unless a separate agreement between You and Sided permits use of the Service on behalf of Your clients (and in such case limited to use on behalf of clients for whom You have purchased access and use rights); (iv) except as expressly permitted herein or in a separate agreement between You and Sided, You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource or otherwise commercially exploit or make the Service or the Sided Materials available to any third party; (v) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service or Sided Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use the Service or Sided Materials in order to build a similar or competitive product or service; (vi) Your use of the Service must not cause undue strain or stress on the Sided network through excessive API calls or other non-standard use; (vii) You may not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Sided servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Sided grants the operators of public search engines revocable permission to use spiders to copy publically available materials from Sided.co for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (viii) You may not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running, the Service; (ix) You may not upload invalid data, viruses, worms, or other software agents through the Service; (x) except as expressly permitted herein or in a separate agreement between You and Sided, You may not collect or harvest any personally identifiable information from the Service; (xi) You may not impersonate another person or entity or otherwise misrepresent Your affiliation with a person or entity, conduct fraud, hide or attempt to hide Your identity; (xii) You may not interfere with the proper working of the Service; (xiii) You may not access any content on the Service through any technology or means other than those provided or authorized by the Service; and (xiv) You may not bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. Without limiting the generality of the foregoing, You are expressly prohibited from using any Front End Code for any purpose outside of the intended design and implementation of Your authorized use of the Service. Any replication or use of any aspect of the Front End Code or other Sided application or services for any purpose designed or intended to compete with Sided's solutions is strictly prohibited.
2.4 User Content. Some areas of the Service allow You, or Your Authorized Users, to post or provide content, including Your Data, videos, images, music, comments, questions, and other content or information (any such materials You, or Your Authorized Users, submits, posts, displays, or otherwise makes available on the Service is referred to as “User Content”). We claim no ownership rights over User Content created by You, or Your Authorized Users. The User Content remains Yours (or the property of Your Authorized Users); however, by providing or sharing User Content through the Service, You (on behalf of Yourself and Your Authorized Users) agree to allow others to view, edit, and/or share the User Content in accordance with Your settings and this Agreement. Sided has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. Sided takes no responsibility and assumes no liability for any User Content that You or any other user or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for Your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and You agree that we are only acting as a passive conduit for Your online distribution and publication of Your User Content. You understand and agree that You may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to Your purpose, and You agree that Sided shall not be liable for any damages You allege to incur as a result of or relating to any User Content.
You agree (on behalf of Yourself and Your Authorized Users) not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that You know is not correct and current. You agree that any User Content that You post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. To the extent that Your User Content contains music, You hereby represent that You are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. Sided reserves the right, but is not obligated, to reject and/or remove any User Content that Sided believes, in its sole discretion, violates any of these provisions.
2.5 User Content License. By posting or otherwise making available any User Content on or through the Service, You (on behalf of Yourself and Your Authorized Users) expressly grant, and You represent and warrant that You have all rights necessary to grant, to Sided a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and Your name, voice, and/or likeness as contained in Your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Sided's (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access Your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
2.6 Intellectual Property Rights. Except for Your User Content, Sided shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Service, all materials therein, and Sided Materials (including application development, business and technical methodologies, and implementation and business processes used by Sided to develop or provide the Service or Sided Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to this Agreement, You do not acquire any interest in the Service or Sided Materials. You agree that any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Sided Service or the Sided Materials may be used by Sided without restriction or obligation to You.
2.7 Your Account and Profile. If You use Sided to perform services on Your behalf, You agree that (i) You are responsible for maintaining the security of Your account, (ii) You are fully responsible for all activities that occur under the account and any other actions taken in connection with Your account. You must not describe or assign keywords to Your profile in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Sided may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Sided liability. You must immediately notify Sided of any unauthorized uses of Your account, or any other breaches of security. Sided will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. You acknowledge and agree that You will not collect or cause to be collected and shared with Sided or hosted on Sided's servers certain types of personal information that could trigger state breach notification laws in the event the information is accessed by an unauthorized person, including, but not limited to, Social Security Numbers, driver’s license numbers, bank account numbers or credit card numbers. If such information is shared with Sided or hosted on Sided's servers, Sided has the right, but not the obligation, to delete such information from its systems. In the event that an incident of unauthorized access or disclosure of such data triggers state breach notification laws because of Your breach of this section, You agree that You will be wholly responsible for the timing, content, cost and method of any such notice and compliance with such laws.
2.8 Responsibility of Profile Visitors. Sided has not reviewed, and cannot review, all of the material, including computer software, posted to Your profile created using the Service, and cannot therefore be responsible for any content or materials posted or made available through such profiles or the use or access to such profiles. By providing the Service to allow You to operate Your profile, Sided does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Sided disclaims any responsibility for any harm resulting from the use by users of the Service, or from any downloading by those users of content there posted.
2.9 Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Sided links and that link to Sided. Sided does not have any control over those non-Sided websites and webpages, and is not responsible for their contents or their use. By linking to a non-Sided website or webpage, Sided does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Sided disclaims any responsibility for any harm resulting from Your use of non-Sided websites and webpages. You expressly relieve Sided from any and all liability arising from Your use of any third-party website, service, or content, including without limitation User Content submitted by other users of the Service.
3.1 Mobile Software. We may make available software to access the Service via a mobile device ("Mobile Software"). To use the Mobile Software, You must have a mobile device that is compatible with the Mobile Software. Sided does not warrant that the Mobile Software will be compatible with Your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from Your wireless provider for these services. You agree that You are solely responsible for any such charges. Sided hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Sided account on an unlimited number of mobile devices owned or leased solely by You. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Sided may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Sided or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Sided reserves all rights not expressly granted under this Agreement.
3.2 Mobile Software from iTunes. The following applies to any Mobile Software You acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between You and Sided, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to You; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Sided as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of You or any third party relating to the iTunes-Sourced Software or Your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Sided as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Software or Your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Sided, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Sided acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to Your license of the iTunes-Sourced Software, and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to Your license of the iTunes-Sourced Software against You as a third-party beneficiary thereof.
4.1 Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If You elect to use paid aspects of the Service, You agree to the applicable Sided Billing Policies as we may update them from time to time. Sided may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our Billing Policies shall become effective in the billing cycle following notice of such change to You as provided in this Agreement.
4.2 Fees. The fees for paid aspects of the Service ("Fees") are set forth in the applicable Order Form and are payable in advance, irrevocable and non-refundable except as set forth in the Order Form and this Agreement. You agree to provide Sided with complete and accurate billing and contact information. Where payment by credit card is indicated in the Order Form, or You otherwise provide Sided with credit card information, You authorize Sided to bill such credit card (i) at the time that You order the Service set forth in the Order Form, (ii) for any billing frequency otherwise established in the Order Form, and (iii) at the time of any renewal, in each case for the amount charged plus any applicable sales taxes for any renewed Subscription Term. If Sided, in its discretion, permits You to make payment using a method other than a credit card, Sided will invoice You at the time of the initial Order Form and thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of Sided's invoice. Late payments shall be subject to a service charge of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.
4.3 Taxes. You shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on Sided's net income) arising from the transactions described in this Agreement, even if such amounts are not listed on an Order Form. To the extent You are exempt from sales or other taxes, You agree to provide Sided, upon request, with the appropriate exemption certificate.
4.4 Non-Payment; Other Suspension Rights. Sided may terminate the Service if the billing or contact information provided by You is false or fraudulent. Sided also reserves the right, in its discretion, to suspend Your access and/or use of the Service: (i) where any payment is due but unpaid and You have been requested but failed to promptly cure such payment failure; or (ii) in the event a dispute arises on Your account as to who at Your business has authority to act or manage Your account and Sided is not promptly provided with written instructions from the interested parties associated with Your account that fully resolves the dispute. You acknowledge and agree that if a dispute arises as to management of Your account, then (a) if the listed owner of the account is a corporation, limited liability company or other registered entity, Sided may rely on public records (to the extent available) concerning the appropriate authorized executives or managers of Your entity; or (b) if the listed owner is a dba or sole proprietorship, or any other entity for which public records of control are not readily accessible online, Sided may assume that the person or entity that has been making payments on Your account has the authority to manage the account. You agree that Sided shall not be liable to You nor to any third party for any suspension of the Service resulting from Your non-payment of Fees or from a dispute as to the management rights to Your account.
4.5 Technical Support. Except as otherwise set forth in the Order Form, during the Subscription Term, You will be entitled at no extra charge to access online user guides and any additional standard technical support resources (collectively, "Technical Support") for the paid aspects of the Service offered by Sided from time to time, the terms of conditions of which may be described and updated from time to time on the support or customer care sections of the Sided website (Sided.io). Sided reserves the right to modify the posted terms and conditions for Technical Support at any time at its sole discretion.
4.6 California Residents. The provider of services is set forth herein. If You are a California resident, in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5.2 Security. We care about the integrity and security of Your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Your personal information for improper purposes. You acknowledge that You provide Your personal information at Your own risk.
5.3 Data loss. In the event that information under our control is acquired by an unauthorized party, Sided will promptly notify You and will use reasonable efforts to cooperate with Your investigations of the incident. If the incident triggers any third party notice requirements under applicable laws, You agree that, as the owner of the Customer Data, You are responsible for the timing, content, cost, and method of any required notice and compliance with those laws.
6.1 DMCA Notice. DMCA Notice. Since we respect artist and content owner rights, it is Sided'ss policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Sided's copyright agent as set forth in the DMCA. For Your complaint to be valid under the DMCA, You must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that You claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Sided to contact You, such as Your address, telephone number, and e-mail address;
5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Address: 6160 Cornerstone Ct E, Ste 100, San Diego, CA 92121
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Sided and its affiliates that Your copyrighted material has been infringed. The preceding requirements are intended to comply with Sided's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding Your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Sided has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. Sided may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
7.1 Confidential Information. For purposes of this Agreement, confidential information shall include the business terms in the Order Form, Your Data, the Service and the Sided Materials, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure ("Confidential Information"). Each party agrees: (i) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third-party; (ii) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (iii) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (iv) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Sided will restrict its employees' access to Your Confidential Information to only those employees necessary to successfully provide the Service. Sided may disclose Confidential Information on a need-to-know basis to its contractors who are bound to maintain such information in strict confidence and use it only to facilitate the performance of their services for Sided in connection with the performance of this Agreement. Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
7.2 Credit Card Information. Sided agrees that it will retain and store any provided credit card information only for the minimum amount of time required for business, legal and/or regulatory purposes, and will use standard industry practices to protect such information from unauthorized access, disclosure or use.
7.3 Use of Names in Marketing. Sided may use Your name in an appropriate and acceptable manner for standard marketing promotions, provided that Sided agrees to cease or alter such use at Your request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise reasonably objectionable to You. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and website presentation and promotion, etc.
8.1 Standard Term. For paid aspects of the Service, unless a different term is specified in an Order Form between You and Sided, the initial term of for such aspects of the Service will begin on the submission or execution of Your Order Form and shall continue on a month-to-month basis until the subscription is terminated as provided for in this Section 8. The term of this Agreement will automatically terminate when all active Subscription Terms have been terminated.
8.2 Termination without Cause. You may terminate the Service for the next monthly Subscription Term by making a cancellation request from within your account, or by making an email or written request to Sided before that Subscription Term commences. Sided may terminate the Service by providing thirty (30) days prior email or written notice to You; the Sided Service will terminate at the end of the monthly Subscription Term which occurs at the end of the thirty (30) day notice period. Sided's termination rights are in addition to any suspension rights it may have under this Agreement.
8.3 Effect of Termination. Upon termination of this Agreement, all Fees then due and payable to Sided must be paid in full. Contingent upon its receipt of all such Fees, Sided will continue to make Your Data available for downloading through the termination date. In addition, for a period of thirty (30) days following termination, You may arrange for the downloading of Your Data by contacting Sided. Following this (30) day grace period, Sided may permanently remove Your Data from its systems. The provisions of this Agreement which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses.
9.1 No Warranty. EXCEPT AS OTHERWISE PROVIDED IN AN ORDER FORM, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SIDED, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
SIDED DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SIDED WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9.2 Indemnity. You agree to defend, indemnify and hold harmless Sided and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Service, including any data or content transmitted or received by You; (ii) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties above; (iii) Your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) Your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via Your account or by Your Authorized Users or Your other users or customers, including without limitation misleading, false, or inaccurate information; (vi) Your willful misconduct; or (vii) any other party’s access and use of the Service with Your unique username, password or other appropriate security code.
9.3 Limitation of Liability. IN NO EVENT WILL SIDED BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. UNDER NO CIRCUMSTANCES WILL SIDED BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN ADDITION, IN NO EVENT WILL SIDED’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO SIDED DURING THE SIX (6) MONTH PERIOD PRECEDING THE ALLEGED LIABILITY EVENT OR $100, WHICHEVER IS GREATER.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from facilities in the United States and other jurisdictions in which Sided conducts business. Sided makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if You are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
10.1 Notice. Notices regarding this Agreement to Sided shall be in writing and sent by first class mail or overnight courier (if from within the United States), or international courier, addressed to Sided, Attn. Contracts Administrator, 6160 Cornerstone Ct E, Ste 100, San Diego, CA 92121. Sided may give notice applicable to Sided's general customer base by means of a general notice on the Service, and notices specific to You by electronic mail to Your designated contact's email address on record with Sided, or by written communication sent by first class mail or overnight courier (if to an address within the United States), or international courier, to Your address on record in Sided's account information. All notices shall be deemed to have been given three (3) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twelve (12) hours after sending by confirmed facsimile, email or posting to the Sided Service portal.
10.2 Assignment. You may not assign this Agreement without providing prior notice to and obtaining the consent of Sided, which shall not be unreasonably denied provided Your account is in good standing. Any purported assignment in violation of this Section shall be void.
10.3 Changes to this Agreement. Sided may, in its sole discretion, modify or update this Agreement from time to time, and so You should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes Your acceptance of the new Agreement. If You do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Service.
10.4 Integration; Modification. This Agreement and the information incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with any applicable Order Form, represent the parties' entire understanding relating to the Sided Service, the Sided Materials and the Service, and supersede any prior or contemporaneous, conflicting or additional communications.
10.5 Governing Law; Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to conflict of laws principles. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator in San Diego County, California, pursuant to the Commercial Rules of the American Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to the prevailing party.
10.6 Force Majeure. Except for Your obligation to pay Fees for the Sided Service or other Service rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
10.7 Export. You agree that U.S. export control laws and other applicable export and import laws govern Your use of the Sided Service, including Sided technology. You represent that You are neither a citizen of an embargoed country nor prohibited end user under applicable U.S. export or anti-terrorism laws, regulations and lists. You agree not to use or export, nor allow a third party to use or export, the Sided Service or technology in any manner that would violate applicable law, including but not limited to applicable export and import control laws and regulations.
10.8 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
10.9 Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Sided and You as a result of this Agreement or use of the Sided Service.
10.10 Waiver. The failure of either party 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 such party in writing.
10.11 Invalidity; Waivers. If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.
10.12 Government End Use; Export Laws. If the Service is being provided on behalf of the United States Government, the Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the United States Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Service originates in the United States, and is subject to United States export laws and regulations. The Service may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Service.
This Agreement was last modified on February 18, 2019.