Laserfiche WebLink
<br /> <br /> <br /> www.siteimprove.com <br /> <br /> <br /> <br /># 87378 <br /> <br /> Page 9 of 15 <br />Siteimprove Inc | 7807 Creekridge Circle | Minneapolis, MN 55439, USA <br />+1 855 748 3467 | info@siteimprove.com | www.siteimprove.com <br />b. For Convenience. During the Initial Term or <br />Renewal Term, either party may terminate this <br />Agreement at any time for its convenience, with or <br />without cause, by giving written notice to the other <br />party at least 930-days prior to the start of the <br />Renewal Term. Customer remains liable for payment <br />of all Fees owed and will not be entitled to a credit or <br />refund when the Agreement is terminated pursuant <br />to this Section 3(b). <br />4. INCLUDED SERVICES <br />Subject to the terms and conditions of this <br />Agreement, Siteimprove will allow the Customer to <br />access the Included Services. <br />a. Ownership. Customer acknowledges and <br />agrees that Siteimprove owns and shall remain the <br />sole owner of all intellectual property rights vested in <br />the Included Services created prior to or during the <br />performance by the parties of this Agreement. This <br />ownership right includes any inventions, patents, <br />utility model rights, copyrights, design rights, mask <br />works, trademark rights, or know-how, whether <br />registered or not. <br />b. Use. The right to access the Included Services <br />is worldwide, non-transferable, non-assignable <br />(except as permitted in this Agreement) and limited <br />in time to access and use during the Initial and any <br />Renewal Terms and solely for Customer’s internal <br />business purposes by Customer’s authorized agents. <br />Customer will have access to the Included Services <br />only for those website domain(s) authorized pursuant <br />to this Agreement. <br />c. Restrictions. This right is not a perpetual right <br />to use, and Customer has no right to retain or to use <br />the Included Services after termination of the Initial <br />or Renewal Term. Customer has no right to rent, <br />lease, assign, transfer, sublicense, display or <br />otherwise distribute or make the Included Services <br />available to any third party. Without limiting the <br />generality of any other provisions stated in this <br />Agreement, the Included Services may not be (a) <br />used in the performance of services for or on behalf <br />of any third party or as a service bureau; (b) <br />modified, incorporated into or combined with other <br />software, or created as a derivative work of any part <br />of the Included Services; (c) used to process any <br />sensitive or personal information; or (d) used for any <br />illegal purpose. Customer may not modify, <br />disassemble, decompile or otherwise reverse <br />engineer the Included Services nor permit any third <br />party to do so except as expressly permitted by law. <br />Siteimprove reserves all rights not expressly granted <br />to Customer under this Agreement. The use of <br />Siteimprove’s intellectual property beyond the <br />express access grant in this Section 4 is outside the <br />scope of this Agreement. <br />d. Support. Siteimprove will provide support to the <br />Customer pursuant to the agreed support plan <br />attached as Exhibit C. In no event will Siteimprove be <br />obligated to furnish support for any version of the <br />Included Services that Customer has modified or <br />altered in any way. <br />e. Operational Data. The Included Services are <br />designed to collect certain operational data, which <br />may be used by Siteimprove for various business <br />purposes, which may include customer support, <br />verifying the need for and providing updates to the <br />Included Services, market research and product <br />planning, verifying Customer’s compliance with the <br />terms and conditions of this Agreement and <br />protecting Siteimprove’s intellectual property. If <br />Customer has used the Included Services outside <br />the parameters set forth in the Agreement, Customer <br />will be required to pay additional fees to cover the <br />additional use. <br />f. Development Site. The Included Services may <br />be used on a temporary staging environment, which <br />hosts web content prior to the launch of Customer’s <br />new website (a “Development Site”) for up to one <br />(1) year at no additional charge (“Complimentary <br />Scanning”). Customer’s live website must be <br />included in Customer’s subscription, and the Limits <br />applicable to a Development Site must not exceed <br />the Limits of the mirrored live site. Customer’s <br />permanent testing environments which remain active <br />post-launch for ongoing testing and maintenance <br />purposes are not eligible for Complimentary <br />Scanning. To add a Development Site, Customer <br />must either: (i) add the Development Site via the <br />Siteimprove platform; or (ii) submit a ticket through <br />the Siteimprove Help Center <br />(https://support.siteimprove.com). <br />5. REPRESENTATIONS AND WARRANTIES <br />a. For Siteimprove. Siteimprove represents and <br />warrants that: (i) it has the full power and authority to <br />enter into and perform its obligations under this <br />Agreement; (ii) this Agreement has been duly <br />authorized, executed and delivered by it and <br />constitutes the valid, legal and binding agreement of <br />it and is enforceable against it; (iii) entering into and <br />performing its obligations under this Agreement will