July 20, 2018

AMP License

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SSB BART GROUP'S ("SSB") AMP SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). 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 MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

As part of the Service, SSB will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the SSB website incorporated by reference herein, including but not limited to SSB's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

The Service is offered in two editions:

  • Professional Edition - A charged edition which provides full access to the system for a single named user on an annual basis;
  • Community Edition - A free edition which provides limited access to the system for a single named user on an indefinite basis.

In addition, SSB offers a 30-day AMP Professional Edition Evaluation with no further obligation. Please see our website for feature differences between the various editions.

Contents

1. Definitions

As used in this Agreement and in any related documents associated herewith:

  • "Agreement" means these online terms of use and any materials available on the http://amp.ssbbartgroup.com/ website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by SSB from time to time in its sole discretion;
  • "Content" means the text, audio and visual information, documents, reference manuals, best practices, standards, 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 to the Service in the course of using the Service;
  • "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
  • "Initial Term" means the contract term, beginning on the license start date and ending on the license expiration date;
  • "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;
  • "Organization Administrator(s)" means those Users designated by you who are authorized to purchase licenses online, create User accounts and otherwise administer your use of the Service;
  • "License Term(s)" means the period(s) during which you are licensed to use the Service;
  • "SSB Technology" means all of SSB's proprietary technology including without limitation Service, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to you by SSB in providing the Service;
  • "Service(s)" means the specific edition of SSB's AMP system you have been provided a license to accessible via http://amp.ssbbartgroup.com or another designated web site or IP address. The service includes ancillary online or offline products and services provided to you by SSB, including without limitation all editions of InFocus to which you are being granted access under this Agreement, including the SSB Technology and the Content;
  • "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you or by SSB at your request.
  • "User Licenses" means the total number of user licenses for AMP Professional Edition within you organization.

2. License Grant

SSB hereby grants you a non-exclusive, non-transferable, worldwide 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 SSB and its licensors.

3. License Restrictions

YOU MAY NOT COPY ANY OF THE CONTENT FROM WITHIN THE SERVICE FOR DISTRIBUTION OUTSIDE OF THE SERVICE. THIS INCLUDES WITHOUT LIMITATION COPYING ANY PORTION OF THE CONTENT, INCLUDING BEST PRACTICES, TRAINING CONTENT AND METHODOLOGY CONTENT INTO A ELECTRONIC DOCUMENT, E-MAIL, INSTANT MESSAGE OR ANY FORM OF ELECTRONICALLY DISSEMINABLE MEDIUM FOR USE OUTSIDE OF THE SERVICE. ALL THE CONTENT PROVIDED BY THE SERVICE IS MEANT TO BE ACCESSED SOLELY THROUGH THE SERVICE AND MAY NOT BE PROVIDED OR DISTRIBUTED OUTSIDE THE SERVICE. UPON BREACH OF THIS RESTRICTION YOU AGREE UNCONDITIONALLY TO PURCHASE A NUMBER OF USER LICENSES EQUAL TO THE TOTAL NUMBER OF INDIVIDUALS IN RECEIPT OF SUCH A DISTRIBUTION OF CONTENT AT THE THEN CURRENT LIST PRICE FOR A SINGLE USER LICENSE. THE LICENSES PURCHASED IN THIS FASHION WILL INCLUDE WITHOUT LIMITATION THE TOTAL NUMBER OF INDIVIDUALS INDICATED IN THE TO, CARBON COPY (CC) AND BLIND CARBON COPY OF ANY ELECTRONIC COMMUNICATIONS CONTAINING THE CONTENT.

You may not access the Service if you are a direct competitor of SSB except with SSB's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not:

  1. 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;
  2. modify or make derivative works based upon the Service, the Content or the SSB Technology;
  3. create Internet "links" to the Service or "frame" or "mirror" any Content or SSB Technology on any other server or wireless or Internet-based device;
  4. 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.
  5. modify, translate, decompile or disassemble the Service or SSB Technology, except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions; or
  6. remove any proprietary notices or labels on or in any of the Service or SSB Technology.

You may use the Service only for your internal business purposes and shall not:

  1. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
  2. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
  3. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
  4. interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
  5. attempt to gain unauthorized access to the Service or its related systems or networks.

No right, title or interest in or to any trademark, service mark, logo or trade name of SSB or its licensors is granted under this Agreement.

Only you may use the Service. You may not share the Service with others or provide user accounts for use by more than one individual.


All rights not expressly granted to you herein are reserved by SSB and its suppliers.

4. Modification to Terms

SSB 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.

5. Ownership

Title, ownership rights, and intellectual property rights in all of the Service shall remain in SSB. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service are the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives you no rights to such content.

6. Limited Warranty and Refunds

SSB warrants that the Service will perform substantially in accordance with the documentation accompanying the Service for a period of thirty (30) days after the Effective Date of this agreement. SSB's entire liability and your exclusive remedy for breach of this warranty shall be, at SSB's option, either to (a) provide a bug fix, patch or work-around for the non conforming Software; (b) replace the non conforming Software with conforming Software; or (c) terminate this Agreement and return to Licensee any fees paid hereunder. This limited warranty shall be void if failure of the Software has resulted from any accident, abuse, misuse or misapplication by you.

7. Disclaimer of Warranties

EXCEPT AS OUTLINED IN SECTION 6, SSB MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SSB DOES 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, INCLUDING USE OF THE SOFTWARE IN COMMON CARRIERS, CRITICAL SAFETY SYSTEMS OR NUCLEAR FACILITIES, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SSB AND ITS LICENSORS.

8. Internet Delays

SSB'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SSB IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.


9. Limitation of Liability

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.

10. Privacy and Security

SSB's privacy and security policies may be viewed from within the Service. SSB reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially register with the service, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from SSB from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preferences under My E-mail Preferences. Community Edition users will not have the option of opting out unless they terminate their Community Edition account with SSB.

Note that because the Service is a hosted, online application, SSB occasionally may need to notify all users of the Service, whether or not they have opted out as described above, of important announcements regarding the operation of the Service.

If you become a paying customer of the Service, you agree that SSB can disclose the fact that you are a paying customer and the edition of the Service that you are using.

11. Technical Support

SSB will use reasonable efforts to respond to email enquiries solely for users of the AMP Professional Edition. Notwithstanding the foregoing, SSB is under no obligation to refund any amounts paid by you for the Service. This Agreement does not grant you any right to any enhancement, upgrade, update or bug fix release to the Service or any other products or services offered by SSB.

12. Billing and Renewal

SSB charges and collects in advance for use of the Service. SSB will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User Licenses times the license fee then currently in effect. Fees for other services will be charged on an as-quoted basis. SSB'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 SSB's income.

You agree to provide SSB 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 License 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, SSB reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless SSB in its discretion determines otherwise entities will be billed in U.S. dollars and subject to Net 30 payment terms.

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.

13. Non-Payment and Suspension

In addition to any other rights granted to SSB herein, SSB 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 User Licenses during any period of suspension. If you or SSB 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 SSB may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

SSB 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 SSB 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.

14. Termination upon Expiration

This Agreement commences on the Effective Date. For Community Edition licenses, the term is indefinite and may be terminated at any time in SSB's sole discretion. For all other editions, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one year at SSB's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of evaluation licenses of AMP Professional Edition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.

In the event this Agreement is terminated (other than by reason of your breach), SSB 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 SSB has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

15. Termination for Cause

Any breach of your payment obligations or unauthorized use of the SSB Technology or the Content or the Service will be deemed a material breach of this Agreement. SSB, 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. In addition, SSB may terminate an AMP Professional Edition Evaluation account or AMP Community Edition account at any time at its sole discretion. You agree and acknowledge that SSB 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.

16. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SSB 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 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.

17. Export Regulations

All Service and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

18. U.S. Government Restricted Rights.

If Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Service and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

19. Governing Law

Any action related to this Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. THE APPLICATION THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED.

20. Severability

If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

21. Confidentiality

You shall hold in the strictest confidence the Service and any related materials or information including, but not limited to, any technical data, trade secrets or know-how provided by SSB to you, either directly or indirectly in writing, orally or by inspection of tangible objects ("Confidential Information"). You shall not disclose any Confidential Information to third parties, including any of your employees or contractors who do not have a need to know such information and you shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify SSB in the event of any unauthorized or suspected use or disclosure of the Confidential Information.

22. Integration

This Agreement is the entire agreement between you and SSB relating to its subject matter. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.