SnapDesk Terms of Service
Posted/Revised: 2020
TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING
“ACCEPTED AND
AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.
These Terms of Service constitute an agreement (this
“Agreement”) by and
between Alderwood Labs Inc., a corporation whose
principal place of business is 1575 Delucchi Ln Suite 207, Reno,
NV
89502 (“Vendor”) and the individual, corporation, LLC,
partnership, sole proprietorship, or other business entity
executing
this Agreement (“Customer”). This Agreement is effective as of
the date
Customer clicks “Accepted and Agreed To” (the “Effective Date”).
Customer’s use of and Vendor’s provision of Vendor’s System (as
defined
below in Section 1.6) are governed by this Agreement.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT,
UNDERSTANDS IT,
AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING
ON ITS
BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS
AGREEMENT
ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY
TO BIND
CUSTOMER TO THESE TERMS AND CONDITIONS.
1. DEFINITIONS. The following capitalized terms will have the
following
meanings whenever used in this Agreement.
1.1. “AUP” means Vendor’s acceptable use policy currently posted
at
www.snapdesk.app/use-agreement .
1.2. “Customer Data” means data in electronic form input or
collected
through the System by or from Customer, including without
limitation by
Customer’s Users.
1.3. “Documentation” means Vendor\'s materials and/or manuals
and
instructions related to use of the System and/or SaaS products,
as the
same may be amended, replaced and/or supplemented from time to
time.
1.4. “Order” means an order for a SaaS product and/or access to
the
System (or, in the case of a free or trial period, a request to
access
the System), for the stated time period identified when the
purchase was
made or access was requested, executed as follows: through any
SnapDsk™
ordering documentation or online sign-up or subscription flow
that
references this Agreement.
1.5. “Privacy Policy” means Vendor’s privacy policy, currently
posted at
www.snapdesk.app/privacy .
1.6. “System” means Vendor’s specific proprietary
software-as-a-service
product of SnapDsk™ specified in Customer’s Order Form,
including any
related SnapDsk™ Code and Documentation.
1.7. “SLA” means Vendor’s standard service level agreement,
currently
posted at www.snapdesk.app/terms .
1.8. “Term” is defined in Section 11.1 below.
1.9. “User” means any individual who uses the System on
Customer’s
behalf or through Customer’s account or passwords, whether
authorized or
not.
2. THE SYSTEM.
2.1. Use of the System. During the Term, Customer may access and
use the
System pursuant to: (a) the terms of any outstanding Order,
including
such features and functions as the Order requires; and (b)
Vendor’s
policies posted on its Website at www.snapdesk.app , as such
policies
may be updated from time to time.
2.2. Service Levels. Vendor will provide the remedies listed in
the SLA
for any failure of the System listed in the SLA. Such remedies
are
Customer’s sole remedy for any failure of the System, and
Customer
recognizes and agrees that if the SLA does not list a remedy for
a given
failure, it has no remedy. Credits issued pursuant to the SLA
apply to
outstanding or future invoices only and are forfeit upon
termination of
this Agreement. Vendor is not required to issue refunds or to
make
payments against such credits under any circumstances, including
without
limitation after termination of this Agreement.
2.3. Documentation: Customer may reproduce and use the
Documentation
solely as necessary to support Users’ use of the System.
2.4. System Revisions. Vendor may revise System features and
functions
or the SLA at any time, including without limitation by removing
such
features and functions or reducing service levels. If any such
revision
to the System materially reduces features or functionality
provided
pursuant to an Order, Customer may within 30 days of notice of
the
revision terminate such Order, without cause, or terminate this
Agreement without cause if such Order is the only one
outstanding. If
any such revision to the SLA materially reduces service levels
provided
pursuant to an outstanding Order, the revisions will not go into
effect
with respect to such Order until the start of the Term beginning
45 or
more days after Vendor posts the revision and so informs
Customer.
3. SYSTEM FEES. Customer will pay Vendor the fee set
forth in
each Order (the “Subscription Fee”) for each Term. Vendor will
not be
required to refund the Subscription Fee under any circumstances.
4. CUSTOMER DATA & PRIVACY.
4.1. Use of Customer Data. Unless it receives Customer’s prior
written
consent, Vendor: (a) will not access, process, or otherwise use
Customer
Data other than as necessary to facilitate the System; and (b)
will not
intentionally grant any third party access to Customer Data,
including
without limitation Vendor’s other customers, except
subcontractors that
are subject to a reasonable nondisclosure agreement.
Notwithstanding the
foregoing, Vendor may disclose Customer Data as required by
applicable
law or by proper legal or governmental authority. Vendor will
give
Customer prompt notice of any such legal or governmental demand
and
reasonably cooperate with Customer in any effort to seek a
protective
order or otherwise to contest such required disclosure, at
Customer’s
expense.
4.2. Privacy Policy. The Privacy Policy applies only to the
System and
does not apply to any third party website or service linked to
the
System or recommended or referred to through the System or by
Vendor’s
staff.
4.3. Risk of Exposure. Customer recognizes and agrees that
hosting data
online involves risks of unauthorized disclosure or exposure and
that,
in accessing and using the System, Customer assumes such risks.
Vendor
offers no representation, warranty, or guarantee that Customer
Data will
not be exposed or disclosed through errors or the actions of
third
parties.
4.4. Data Accuracy. Vendor will have no responsibility or
liability for
the accuracy of data uploaded to the System by Customer,
including
without limitation Customer Data and any other data uploaded by
Users.
4.5. Data Deletion. Vendor may permanently erase Customer Data
if
Customer’s account is delinquent, suspended, or terminated for
30 days
or more.
4.6. Excluded Data. Customer represents and warrants that
Customer Data
does not and will not include, and Customer has not and will not
upload
or transmit to Vendor\'s computers or other media, any data
(“Excluded
Data”) regulated pursuant to any law, rule, order or regulation
of any
governmental entity having jurisdiction over such data (the
“Excluded
Data Laws”). CUSTOMER RECOGNIZES AND AGREES THAT: (a) VENDOR HAS
NO
LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN
THE
EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND
(b)
VENDOR’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION
OF
EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED
SECURITY
FOR EXCLUDED DATA.
4.7. Aggregate & Anonymized Data. Notwithstanding the provisions
above
of this Article 4, Vendor may use, reproduce, sell, publicize,
or
otherwise exploit Aggregate Data in any way, in its sole
discretion.
(“Aggregate Data” refers to Customer Data with the following
removed:
personally identifiable information and the names and addresses
of
Customer and any of its Users or customers.)
5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.
5.1. Acceptable Use. Customer will comply with the AUP. Customer
will
not: (a) use the System for service bureau or time-sharing
purposes or
in any other way allow third parties to exploit the System; (b)
provide
System passwords or other log-in information to any third party;
(c)
share non-public System features or content with any third
party; or (d)
access the System in order to build a competitive product or
service, to
build a product using similar ideas, features, functions or
graphics of
the System, or to copy any ideas, features, functions or
graphics of the
System. In the event that it suspects any breach of the
requirements of
this Section 5.1, including without limitation by Users, Vendor
may
suspend Customer’s access to the System without advanced notice,
in
addition to such other remedies as Vendor may have. Neither this
Agreement nor the AUP requires that Vendor take any action
against
Customer or any User or other third party for violating the AUP,
this
Section 5.1, or this Agreement, but Vendor is free to take any
such
action it sees fit.
5.2. Unauthorized Access. Customer will take reasonable steps to
prevent
unauthorized access to the System, including without limitation
by
protecting its passwords and other log-in information. Customer
will
notify Vendor immediately of any known or suspected unauthorized
use of
the System or breach of its security and will use best efforts
to stop
said breach.
5.3. Compliance with Laws. In its use of the System, Customer
will
comply with all applicable laws, including without limitation
laws
governing the protection of personally identifiable information
and
other laws applicable to the protection of Customer Data.
5.4. Users & System Access. Customer is responsible and liable
for: (a)
Users’ use of the System, including without limitation
unauthorized User
conduct and any User conduct that would violate the AUP or the
requirements of this Agreement applicable to Customer; and (b)
any use
of the System through Customer’s account, whether authorized or
unauthorized.
6. IP & FEEDBACK.
6.1. IP Rights to the System. Vendor retains all right, title,
and
interest in and to the System, including without limitation all
software
used to provide the System and all graphics, user interfaces,
logos, and
trademarks reproduced through the System. This Agreement does
not grant
Customer any intellectual property license or rights in or to
the System
or any of its components. Customer recognizes that the System
and its
components are protected by copyright and other laws.
6.2. Feedback. Vendor has not agreed to and does not agree to
treat as
confidential any Feedback (as defined below) Customer or Users
provide
to Vendor, and nothing in this Agreement or in the parties’
dealings
arising out of or related to this Agreement will restrict
Vendor’s right
to use, profit from, disclose, publish, keep secret, or
otherwise
exploit Feedback, without compensating or crediting Customer or
the User
in question. Notwithstanding the provisions of Article 7 below,
Feedback
will not be considered Confidential Information, provided
information
Customer transmits with Feedback or related to Feedback may be
considered Confidential Information. (“Feedback” refers to any
suggestion or idea for improving or otherwise modifying any of
Vendor’s
products or services.)
7. CONFIDENTIAL INFORMATION. “Confidential Information”
refers
to the following items Vendor discloses to Customer: (a) any
document
Vendor marks “Confidential”; (b) any information Vendor orally
designates as “Confidential” at the time of disclosure, provided
Vendor
confirms such designation in writing within ten (10) business
days; (c)
the Documentation and System, whether or not marked or
designated
confidential; and (d) any other nonpublic, sensitive information
Customer should reasonably consider a trade secret or otherwise
confidential. Notwithstanding the foregoing, Confidential
Information
does not include information that: (i) is in Customer’s
possession at
the time of disclosure; (ii) is independently developed by
Customer
without use of or reference to Confidential Information; (iii)
becomes
known publicly, before or after disclosure, other than as a
result of
Customer’s improper action or inaction; or (iv) is approved for
release
in writing by Customer. Customer is on notice that the
Confidential
Information may include Vendor’s valuable trade secrets.
7.1. Nondisclosure. Customer will not use Confidential
Information for
any purpose other than to exercise its rights and/or to perform
under
this Agreement (the “Purpose”). Customer: (a) will not disclose
Confidential Information to any employee or contractor of
Customer
unless such person needs access in order to facilitate the
Purpose and
executes a nondisclosure agreement with Customer with terms no
less
restrictive than those of this Article 7; and (b) will not
disclose
Confidential Information to any other third party without
Vendor’s prior
written consent. Without limiting the generality of the
foregoing,
Customer will protect Confidential Information with the same
degree of
care it uses to protect its own confidential information of
similar
nature and importance, but with no less than reasonable care.
Customer
will promptly notify Vendor of any misuse or misappropriation of
Confidential Information that comes to Customer’s attention.
Notwithstanding the foregoing, Customer may disclose
Confidential
Information as required by applicable law or by proper legal or
governmental authority. Customer will give Vendor prompt notice
of any
such legal or governmental demand and reasonably cooperate with
Vendor
in any effort to seek a protective order or otherwise to contest
such
required disclosure, at Vendor’s expense.
7.2. Injunction. Customer agrees that breach of this Article 7
would
cause Vendor irreparable injury, for which monetary damages
would not
provide adequate compensation, and that in addition to any other
remedy,
Vendor will be entitled to injunctive relief against such breach
or
threatened breach, without proving actual damage or posting a
bond or
other security.
7.3. Termination & Return. With respect to each item of
Confidential
Information, the obligations of Section 7.1 above
(Nondisclosure) will
terminate ninety (90) days after the date of disclosure;
provided that
such obligations related to Confidential Information
constituting
Vendor’s trade secrets will continue so long as such information
remains
subject to trade secret protection pursuant to applicable law.
Upon
termination of this Agreement, Customer will return all copies
of
Confidential Information to Vendor or certify, in writing, the
destruction thereof.
7.4. Retention of Rights. This Agreement does not transfer
ownership of
Confidential Information or grant a license thereto. Vendor will
retain
all right, title, and interest in and to all Confidential
Information.
7.5. Exception & Immunity. Pursuant to the Defend Trade Secrets
Act of
2016, 18 USC Section 1833(b), Recipient is on notice and
acknowledges
that, notwithstanding the foregoing or any other provision of
this
Agreement:
(a) Immunity. An individual shall not be held criminally or
civilly
liable under any Federal or State trade secret law for the
disclosure of
a trade secret that- (A) is made- (i) in confidence to a
Federal, State,
or local government official, either directly or indirectly, or
to an
attorney; and (ii) solely for the purpose of reporting or
investigating
a suspected violation of law; or (B) is made in a complaint or
other
document filed in a lawsuit or other proceeding, if such filing
is made
under seal.
(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit.
An
individual who files a lawsuit for retaliation by an employer
for
reporting a suspected violation of law may disclose the trade
secret to
the attorney of the individual and use the trade secret
information in
the court proceeding, if the individual- (A) files any document
containing the trade secret under seal; and (B) does not
disclose the
trade secret, except pursuant to court order.
8. REPRESENTATIONS & WARRANTIES.
8.1. From Vendor. Vendor represents and warrants that it is the
owner of
the System and of each and every component thereof, or the
recipient of
a valid license thereto, and that it has and will maintain the
full
power and authority to grant the rights granted in this
Agreement
without the further consent of any third party. Vendor’s
representations
and warranties in the preceding sentence do not apply to use of
the
System in combination with hardware or software not provided by
Vendor.
In the event of a breach of the warranty in this Section 8.1,
Vendor, at
its own expense, will promptly take the following actions: (a)
secure
for Customer the right to continue using the System; (b) replace
or
modify the System to make it noninfringing; or (c) terminate the
infringing features of the Service and refund to Customer any
prepaid
fees for such features, in proportion to the portion of the Term
left
after such termination. In conjunction with Customer’s right to
terminate for breach where applicable, the preceding sentence
states
Vendor’s sole obligation and liability, and Customer’s sole
remedy, for
breach of the warranty in this Section 8.1 and for potential or
actual
intellectual property infringement by the System.
8.2. From Customer. Customer represents and warrants that: (a)
it has
the full right and authority to enter into, execute, and perform
its
obligations under this Agreement and that no pending or
threatened claim
or litigation known to it would have a material adverse impact
on its
ability to perform as required by this Agreement; (b) it has
accurately
identified itself and it has not provided any inaccurate
information
about itself to or through the System; and (c) it is a
corporation, the
sole proprietorship of an individual 18 years or older, or
another
entity authorized to do business pursuant to applicable law.
8.3. Warranty Disclaimers. Except to the extent set forth in the
SLA and
in Section 8.1 above, CUSTOMER ACCEPTS THE SYSTEM “AS IS” AND AS
AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING
FROM
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF
TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS
NO
OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST
CLAIMS
RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR
DOES NOT
REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT
INTERRUPTION
OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE
SYSTEM
IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT
CUSTOMER
DATA WILL REMAIN PRIVATE OR SECURE.
9. INDEMNIFICATION. Customer will defend, indemnify, and
hold
harmless Vendor and the Vendor Associates (as defined below)
against any
“Indemnified Claim,” meaning any third party claim, suit, or
proceeding
arising out of or related to Customer\'s alleged or actual use
of,
misuse of, or failure to use the System, including without
limitation:
(a) claims by Users or by Customer\'s employees, as well as by
Customer’s own customers; (b) claims related to unauthorized
disclosure
or exposure of personally identifiable information or other
private
information, including Customer Data; (c) claims related to
infringement
or violation of a copyright, trademark, trade secret, or privacy
or
confidentiality right by written material, images, logos or
other
content uploaded to the System through Customer’s account,
including
without limitation by Customer Data; and (d) claims that use of
the
System through Customer’s account harasses, defames, or defrauds
a third
party or violates the CAN-Spam Act of 2003 or any other law or
restriction on electronic advertising. Indemnified Claims
include,
without limitation, claims arising out of or related to Vendor’s
negligence. Customer’s obligations set forth in this Article 9
include
retention and payment of attorneys and payment of court costs,
as well
as settlement at Customer’s expense and payment of judgments.
Vendor
will have the right, not to be exercised unreasonably, to reject
any
settlement or compromise that requires that it admit wrongdoing
or
liability or subjects it to any ongoing affirmative obligations.
(The
“Vendor Associates” are Vendor’s officers, directors,
shareholders,
parents, subsidiaries, agents, successors, and assigns.)
10. LIMITATION OF LIABILITY.
10.1. Dollar Cap. VENDOR’S LIABILITY ARISING OUT OF OR RELATED
TO THIS
AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS ($50 US).
10.2. Exclusion of Consequential Damages. IN NO EVENT WILL
VENDOR BE
LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
INCIDENTAL,
OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY
THIS
ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b)
REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT
LIABILITY, OR
OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE
POSSIBILITY
OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE
FORESEEABLE;
AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL
PURPOSE. If
applicable law limits the application of the provisions of this
Article
10, Vendor’s liability will be limited to the maximum extent
permissible. For the avoidance of doubt, Vendor’s liability
limits and
other rights set forth in this Article 10 apply likewise to
Vendor’s
affiliates, licensors, suppliers, advertisers, agents, sponsors,
directors, officers, employees, consultants, and other
representatives.
11. Term & Termination.
11.1. Term. The term of this Agreement (the “Term”) will
commence on the
Effective Date and continue for the period set forth in the
Order or, if
none, for ninety (90) days. Thereafter, the Term will renew for
successive three (3) periods, unless either party refuses such
renewal
by written notice thirty (30) or more days before the renewal
date.
11.2. Termination for Cause. Either party may terminate this
Agreement
for the other’s material breach by written notice. Such notice
will
specify in detail the nature of the breach and will be effective
in 30
days, or more if specified in the notice, unless the other party
first
cures the breach.
11.3. Effects of Termination. Upon termination of this
Agreement,
Customer will cease all use of the System and delete, destroy,
or return
all copies of the Documentation in its possession or control.
The
following provisions will survive termination or expiration of
this
Agreement: (a) any obligation of Customer to pay fees incurred
before
termination; (b) Articles and Sections 6 (IP & Feedback), 7
(Confidential Information), 8.3 (Warranty Disclaimers), 9
(Indemnification), and 10 (Limitation of Liability); and (c) any
other
provision of this Agreement that must survive to fulfill its
essential
purpose. 12.MISCELLANEOUS. 12.1. Independent Contractors. The
parties
are independent contractors and will so represent themselves in
all
regards. Neither party is the agent of the other, and neither
may make
commitments on the other’s behalf. 12.2. Notices. Vendor may
send
notices pursuant to this Agreement to Customer’s email contact
points
provided by Customer, and such notices will be deemed received
24 hours
after they are sent. Customer may send notices pursuant to this
Agreement to info@snapdesk.app, and such notices will be deemed
received
72 hours after they are sent. 12.3. Force Majeure. No delay,
failure, or
default, other than a failure to pay fees when due, will
constitute a
breach of this Agreement to the extent caused by acts of war,
terrorism,
hurricanes, earthquakes, other acts of God or of nature, strikes
or
other labor disputes, riots or other acts of civil disorder,
embargoes,
or other causes beyond the performing party’s reasonable
control. 12.4.
Assignment & Successors. Customer may not assign this Agreement
or any
of its rights or obligations hereunder without Vendor’s express
written
consent. Except to the extent forbidden in this Section 12.4,
this
Agreement will be binding upon and inure to the benefit of the
parties’
respective successors and assigns. 12.5. Severability. To the
extent
permitted by applicable law, the parties hereby waive any
provision of
law that would render any clause of this Agreement invalid or
otherwise
unenforceable in any respect. In the event that a provision of
this
Agreement is held to be invalid or otherwise unenforceable, such
provision will be interpreted to fulfill its intended purpose to
the
maximum extent permitted by applicable law, and the remaining
provisions
of this Agreement will continue in full force and effect. 12.6.
No
Waiver. Neither party will be deemed to have waived any of its
rights
under this Agreement by lapse of time or by any statement or
representation other than by an authorized representative in an
explicit
written waiver. No waiver of a breach of this Agreement will
constitute
a waiver of any other breach of this Agreement. 12.7. Choice of
Law &
Jurisdiction: This Agreement and all claims arising out of or
related to
this Agreement will be governed solely by the internal laws of
the State
of Nevada, including without limitation applicable federal law,
without
reference to: (a) any conflicts of law principle that would
apply the
substantive laws of another jurisdiction to the parties’ rights
or
duties; (b) the 1980 United Nations Convention on Contracts for
the
International Sale of Goods; or (c) other international laws.
The
parties consent to the personal and exclusive jurisdiction of
the
federal and state courts of Washoe County, Nevada. This Section
12.7
governs all claims arising out of or related to this Agreement,
including without limitation tort claims. 12.8. Conflicts. In
the event
of any conflict between this Agreement and any Vendor policy
posted
online, including without limitation the AUP or Privacy Policy,
the
terms of this Agreement will govern. 12.9. Construction. The
parties
agree that the terms of this Agreement result from negotiations
between
them. This Agreement will not be construed in favor of or
against either
party by reason of authorship. 12.10. Technology Export.
Customer will
not: (a) permit any third party to access or use the System in
violation
of any U.S. law or regulation; or (b) export any software
provided by
Vendor or otherwise remove it from the United States except in
compliance with all applicable U.S. laws and regulations.
Without
limiting the generality of the foregoing, Customer will not
permit any
third party to access or use the System in, or export such
software to,
a country subject to a United States embargo (as of the
Effective Date,
Cuba, Iran, North Korea, Sudan, and Syria). 12.11. Entire
Agreement.
This Agreement sets forth the entire agreement of the parties
and
supersedes all prior or contemporaneous writings, negotiations,
and
discussions with respect to its subject matter. Neither party
has relied
upon any such prior or contemporaneous communications. 12.12.
Amendment.
Vendor may amend this Agreement from time to time by posting an
amended
version at its Website and sending Customer written notice
thereof. Such
amendment will be deemed accepted and become effective 30 days
after
such notice (the “Proposed Amendment Date”) unless Customer
first gives
Vendor written notice of rejection of the amendment. In the
event of
such rejection, this Agreement will continue under its original
provisions, and the amendment will become effective at the start
of
Customer’s next Term following the Proposed Amendment Date
(unless
Customer first terminates this Agreement pursuant to Article 11,
Term &
Termination). Customer’s continued use of the Service following
the
effective date of an amendment will confirm Customer’s consent
thereto.
This Agreement may not be amended in any other way except
through a
written agreement by authorized representatives of each party.
Notwithstanding the foregoing provisions of this Section 12.12,
Vendor
may revise the Privacy Policy and Acceptable Use Policy at any
time by
posting a new version of either at the Website, and such new
version
will become effective on the date it is posted.