PLEASE READ CAREFULLY BEFORE USING THE REPUTATION.COM REPUTATION MANAGEMENT SAAS PLATFORM:
This Agreement is entered into as of the earliest of the date that User accepts the terms and conditions herein or the date and/or the date on which User first accesses and uses the SaaS Platform.
- “Documentation” means the written and/or electronic release notes, implementation guides, or other published technical documentation about the applicable SaaS Platform that is provided by Reputation.com to User together with access to the SaaS Platform.
- “License Term” means the term of the access rights granted for the SaaS Platform starting when Reputation.com delivers to User the relevant credentials to access and use the SaaS Platform and ending upon the expiration of, the termination of, or the User’s withdrawal (for any reason) from, the GM Program.
- “SaaS Platform” means the online reputation management platform and related modules made available by access to and use of software hosted by Reputation.com to which User has purchased or been granted a license as part of the GM Program (defined below).
- RIGHTS OF ACCESS AND USE. Subject to the terms and conditions of this Agreement, during the applicable License Term, Reputation.com hereby grants to User (i) a non-exclusive, non-transferable and non-sublicensable license for User to access and use the SaaS Product to provide services under and as part of the 2018 General Motors Reputation Management Program, including the IMR Turnkey and DTAP Programs (collectively, the “GM Program”) and for no other purpose. User may provide access to the SaaS Platform to its employees to access and use the SaaS Platform to provide services under and as part of the GM Program in compliance with these Terms. These Terms and the license granted herein does not permit the User to, and the User agrees not to, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher, copy, modify, make derivative works of or otherwise attempt to discover any programming code or any source code used in the SaaS Platform. Any copying of or use of the SaaS Platform for any purpose other than as specifically permitted herein or without Reputation.com’s prior written consent is expressly prohibited.
- USE RESTRICTIONS; USER OBLIGATIONS. As a condition of the license granted in Section 2, User shall not itself and shall not authorize or permit any third party to:
- reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the SaaS Platform (except and only to the extent any foregoing restriction is prohibited by applicable law);
- modify, adapt, or create any derivative works based on the SaaS Platform;
- use the SaaS Platform documentation except for supporting User’s authorized use of the SaaS Platform;
- attempt to undermine the security or integrity of the computing systems or networks or, where the SaaS Platform is hosted by a third party, that third party’s computing systems and networks;
- use, or misuse, the SaaS Platform in any way which may impair the functionality of the SaaS Platform, or other systems used to deliver the SaaS Platform or impair the ability of any other user to use the SaaS Platform;
- attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the SaaS Platform are hosted; and
- transmit, or input into the SaaS Platform, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which You do not have the right to use.
User shall use commercially reasonable efforts to prevent unauthorized access to or use of any SaaS Platform and notify Reputation.com promptly of any such unauthorized access or use.
- PROPRIETARY RIGHTS. All intellectual property rights in the SaaS Platform (including the structure, organization, form, presentation and code of the SaaS Platform) and any user documentation are owned by Reputation.com and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the SaaS Platform are the valuable trade secrets and confidential information of Reputation.com.
- SUBSCRIPTION TERM, TERMINATION, SUSPENSION. The Term of this Agreement and the User’s license to access and use the SaaS Platform shall extend only for the period of time during which User is providing services under the GM Program that requires access to and use of the SaaS Platform. Upon the expiration of, the termination of, or the User’s withdrawal (for any reason) from, the GM Program, this Agreement and the User’s right to continue to use the SaaS Platform shall immediately terminate. Upon termination or expiration of this Agreement, User shall immediately cease all use of the SaaS Platform
- DISCLAIMERS. THE SAAS PLATFORM IS PROVIDED “AS IS” AND THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SAAS PLATFORM WILL MEET USERS’S NEEDS OR BE FREE FROM ERRORS.
- NO LIABILITY FOR DAMAGES. In no event shall Reputation.com be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use thE SaaS Platform, even IF Reputation.com were aware of the possibility of such damages and known defects. REPUTATION.COM’S MAXIMUM AGGREGATE LIABILITY TO USER FOR ANY LOSSES OR DAMAGES THAT USER SUFFERS IN CONNECTION WITH THE SAAS PLATFORM OR THESE TERMS IS LIMITED TO $100.
- GOVERNING LAW AND JURISDICTION. The rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of California, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Santa Clara County, California, and the parties agree to service of process in accordance with the rules of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.
- ENTIRE AGREEMENT. This Agreement is the entire agreement between the User and Reputation.com relating to the SaaS Platform and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the SaaS Platform or any other subject matter covered by these Terms. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the Agreement will remain in force and effect.