Terms of Service
Terms of Service Cloud
These Terms of Service (“Terms” or “Agreement”) are a contract between you (the Customer) and us (“Specifi™” or “we”). They describe the services provided when you sign up for an account with us, define aspects of our business relationship, and set forth the terms and conditions that apply to your access to and use of the websites, products, and services owned and operated by Specifi LLC. Using our Subscription Services or signing up for a Free Account/Free Plan indicates agreement with, and acceptance of, these Terms.
This is a legal contract, so if you are entering into this agreement on behalf of a company, government agency, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms. (In this case, “you” and “your” would then refer to the entity.)
We will not knowingly accept this Agreement from anyone under the age of consent, or who lacks the capacity to understand these Terms. Neither will we knowingly collect their Personal Information, as defined below.
Account: An Account is created when an individual, company, or other entity, or any representative of such, signs up with a username and password. Accounts can either be free (called “Free Plans” or “Free Accounts”) or paid Subscriptions.
Account Owner: The person company, corporation, organization, or other entity whose name appears on the credit card that pays for the Specifi Subscription.
Add-On: Client sub-accounts, users, domains, and other features we may develop in the future that you have the option of adding to your Account based on Subscription level, and usually for an additional fee.
Aggregated Data: Data that does not contain Personal Information and which has been manipulated or combined to provide generalized, anonymous information.
Agreement: These Terms of Service and any materials, contracts, conditions, or other documents referenced or linked to herein, without limitation.
Beta Test: May include, but is not limited to, alterations to the Services, modifications to how the Services are offered or provided, and changes to the software; usually designed to test for bugs, usability issues, or to evaluate user experience.
Cancellation/Downgrade to Free: Removing subscription fees and paid features from an Account.
Claims: An assertion of entitlement to monetary, proprietary, or other judicially-enforceable redress.
Commercial Electronic Messages: Emails containing newsletters, blogs, and other marketing materials.
Commercial Partners: A company with which Specifi has established a professional relationship, via a partnership contract or other legally binding agreement.
Confidential Information: Any information marked confidential, identified as confidential at the time of disclosure, or that ought reasonably to be considered confidential, whether received in writing, visually, electronically, or orally. Confidential information includes, but is not limited to: technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential Customers or projects, techniques, inventions, discoveries, know-how and trade secrets.”Confidential Information” also includes all such business or technical information of any Third Party that is in Specifi’s possession.
Customer: Any person, organization, or other entity that has signed up for an Specifi Account, at any level.
Customer Goods: Products or services owned and sold by you, our Customers.
Feedback: Comments received orally, in writing, or electronically, from current, past, or potential Customers. Feedback may include (but is not limited to) ideas, suggestions, concepts, processes, techniques, questions, answers, codes/scripts, and other comments related to our Services, the Site, features, Customer Support, documentation, our business, affiliates, partners, licensors, or employees.
Hosted Site: Any website hosted by us for you as part of the Services.
Inactive User: A Specifi Account owner, on a Free Plan/Free Account, who has not logged in for 90 days or longer.
Indemnified Parties: Specifi, its subsidiaries, affiliates, co-branders, licensors, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees, and representatives.
Licensors: Any company, individual, or other entity from which Specifi has licensed the use of its hardware, software, services, or other products and intellectual property.
Materials: Anything provided by or through Specifi, its affiliates, subsidiaries, employees, agents, licensors, or other commercial partners including, but not limited to, software, informational text, documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof.
Monitor/Monitoring: Oversight into Customer behavior (including but not limited to how the Site and Services are being used and the Content added to Accounts), examination of traffic to specific pages, and other investigatory processes as needed, whether conducted via software/electronically or by Specifi employees.
Page Builder: Specifi’s page editing platform, where your pages are constructed.
Personal Information: Information about an identifiable individual, as defined in Privacy Act of 1974 (Pub.L. 93–579, 88 Stat. 1896, enacted December 31, 1974, 5 U.S.C. § 552a), a United States federal law.
Profile/Profile Information: All information in the “Your Profile” section of the application, including, but not limited to, full name, email address, password, profile picture, newsletter features, and subscription level.
Providing Services: Access to and support for the Specifi platform, including the Planning tool, Project Folder, online catalog and other features available within each Subscription/Account level.
Sensitive Information: Credit or debit card numbers; personal financial information; Social Security/Social Insurance Numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; religious affiliation; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security.
Services: The Specifi platform/application (and all features therein), that enables you to create, publish, and share 3D kitchen designs, equipment symbols and other project files.
Site: The Specifi website (www.Specifiglobal.com)and all sub domains and sub-directories therein.
Subscription: A Subscription to Specifi encompasses access to paid features, and begins with a 30-day free trial.
Subscription Period: The thirty day period between billings.
Third Party: Any organization or person, other than you or Specifi. This includes, but is not limited to: CRM/CMS systems, email marketing software, billing and shopping cart/check-out platforms, PPC conversion tracking codes, analytics and other tracking software, non-Specifi forms, file hosting/sharing platforms, and any organization or person with which you or Specifi conducts business or integrates.
Trial Program: A temporary, free release of a new feature that may later be added to a Subscription for an additional fee.
User ID: Your Specifi user name and password, which may include the email address under which your Account was created.
Your Customers: The visitors who access your project files and may or may not purchase your products or services or complete your design goal. This agreement does not apply to, or bind, any Third Party who has not signed up for an Specifi Account.
Your Profile Information and Account
Your User ID is the only way to log in and access your Account. You understand and agree that you are responsible for maintaining the confidentiality of your User ID. You agree to provide true, accurate, current, and complete information about yourself, or the entity you represent, and you agree not to misrepresent your Profile Information. Specifi is not responsible for any Profile Information that may be lost or irrecoverable through the use of the Site or Services.
For as long as you remain the Account Owner and in compliance with this Agreement, you have the right to access and use the Services. This right is non-transferable, and you agree not to disclose your User ID to any Third Party. You are solely responsible for all activities that occur within your Account. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Specifi immediately. It is your responsibility to update or change any Account or Profile Information, as needed or desired.
Billing information can be updated from within your Account, and may only be changed by the Account Owner. Specifi disclaims all liability where Account ownership is disputed, and will not participate or play any role in such disputes. Specifi will automatically charge the credit card on file; should the billing information be changed, the new credit card will be charged. If an updated credit card is under a different name, the owner of the updated card becomes the Account Owner. Specifi will not change your billing information for you, under any circumstances, and will not be held responsible if an unauthorized party accesses your Account or changes your billing details.
Fees and Renewals
You agree to pay all Subscription fees, including but not limited to: fees based on Add-Ons and all sub-accounts. Unless otherwise specified in a Subscription, such fees will be billed in advance for each month and are non-refundable. You agree that you may not be refunded or credited for partial months of service, or for periods in which your Account remains open but you do not use the Services. If you exceed any usage or fee thresholds set forth in your Subscription, we may charge you for such overages on your next invoice.
We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting these fee changes to the Site or by notifying you via email. Should you continue to use the Services after these changes go into effect, you will be responsible for paying the new Subscription/billing rate.
By entering a credit card number, you agree that Specifi, and our Third Party service providers, may store your payment card information. You expressly authorize us to charge you, where applicable: (i) Subscription Fees, to be billed during a Subscription Period (ii) other fees for Services purchased, including, but not limited to, Add-Ons (iii) charges for use of the Services in excess of files, projects, symbols, or other limitations, and (iv) taxes connected with your use of the Services.
You agree to reimburse us, where applicable, for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not update your payment card information or cancel your Subscription, you authorize us to suspend your Account until your billing details have been updated. After an Account suspension, you agree that we may re-attempt payment processing upon receiving updated billing details.
Term and Renewal
Your paid Subscription is valid for a monthly Subscription Period. Your Free Account is valid until such time as you upgrade or request Account deletion (by contacting support@Specifiglobal.com from the email address on file and requesting that we delete your Account).
If you upgrade to a higher-level Subscription during the Subscription Period, you will have immediate access to those higher level features. You agree to pay Specifi the difference between your original Subscription fee and the cost of the upgrade.
If you downgrade to a lower-level Subscription during the Subscription Period, you will receive a credit to your Account representing the difference between your original and your downgraded Subscription costs.
Changes to Subscriptions will be reflected in your next invoice. No credits or refunds will be issued for downgrading from a paid subscription to a Free Account (cancelling).
Your Subscription will automatically renew for an additional Subscription Period unless you cancel (see “Cancellation and Termination” below).
Cancellation and Termination
You may cancel your Monthly Subscription at any time, either from within your Account or by sending an email to support@Specifiglobal.com, from the email address affiliated with your Account. Should you contact Customer Support to request assistance with Subscription Cancellation or account deletion, Specifi reserves the right to verify your identity by asking for the last four (4) digits of the credit card on file, the type of card, and the billing address.
To cancel over the phone, you must verify the last four (4) digits of the credit card on file, the type of card, and the billing address.
Cancellations must be completed at least one (1) day prior to the end of your then-current Subscription Period; otherwise, billing for the next month will be processed automatically. Cancellations performed after billing are not entitled to refunds, in whole or in part.
You are responsible for all charges accrued on your Account up to the time of Cancellation, including all fees within the Subscription Period in which you cancel. Upon Subscription Cancellation, you are placed on a Free Account. Specifi may delete that Free Account from our systems, either at your request or if you are an Inactive User. Account deletion permanently removes all plan files, project files, projects and content, as well as your email address and other Personal or Sensitive Information. Specifi is not responsible for any Content lost as a result of Account deletion. 90 days after Account deletion, all Account Information, including but not limited to lead data, landing pages, Personal Information, billing details, and all Content, is permanently removed from our backup databases. We reserve the right to change our data storage and processing capabilities and procedures at any time, without notice or liability.
Specifi reserves the right to terminate this Agreement at any time, for any reason, and at our sole discretion, without liability. A reason for such termination may be, but is not limited to, failure to comply with these Terms. Specifi reserves the right to modify, suspend, or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.
The sections “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Third Party Sites and Content”, “Disclaimer, Exclusion, and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
Acceptable Use and Conduct
Specifi and our hosting and data storage provider, place certain limitations on what can be advertised, promoted, and depicted on pages built in, uploaded to, or hosted by Specifi. These limitations are detailed in our Acceptable Use Policy (AUP). When you agree to these Terms, you are also agreeing to our AUP, found here
Intellectual Property Rights
This section applies to Material and to Feedback, as defined above, and not to Customer leads or to Content.
We value Customer, user, and potential Customer/user Feedback and take it very seriously, and we may, from time to time, solicit Feedback. All Feedback is Specifi’s exclusive property, and no provider of Feedback has a claim to any form of compensation, monetary or otherwise, in exchange for providing it.
We may, in our sole discretion, use, share, or incorporate Feedback in whatever form or derivative we may decide into the Site, our software, Services, documentation, business or other products, without limitation. We retain all rights to such Feedback on a worldwide basis in perpetuity.
All Specifi Material, as defined in the General Terms, is owned by us or our licensors or service providers, and is protected by copyright, trademark, trade secret, and other intellectual property laws.
For as long as you adhere to this Agreement and maintain a valid Account, Specifi grants you a non-transferable, non-sublicensable, non-exclusive, revocable, limited purpose right to access and use our Materials.
Submission of Content
You are able to add and upload Content in order to create and edit landing pages and other websites using the Services. You agree that you are solely responsible for all Content you submit, provide, or upload, including any legal or other consequences for submitting, providing, or uploading it.
You grant Specifi a non-exclusive license to use the Content you upload in order to provide the Services to you, including, but not limited to, troubleshooting and publishing your pages. This use may include, without limitation, the right to host, index, cache, store, or otherwise format your Content.
You further agree that Specifi may modify, add, and delete any Content added to the Services without liability, and at our sole discretion. Reasons for Content modification or deletion may include, but are not limited to: malicious or damaging software or corrupted code within the Content, violations of intellectual property law, or failure to adhere to our AUP.
You represent to Specifi that you own any Content you upload, submit, or otherwise add to your Specifi Account, or that you have obtained any necessary licenses, rights, consents, and permissions to such Content and activity. As such, you agree that none of the aforementioned Content will in any way violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person, business, organization, or entity.
You agree that Specifi is not responsible for any violations of Third Party intellectual property rights in any Content that you submit, upload, or otherwise add to Specifi. You further agree to pay all royalties, fees, and any other monies owed relating to the use of such Content.
Specifi may request access to your Content to use for marketing purposes. You are under no obligation to grant this request, and we will not use your Content in any marketing materials without your prior permission.
You agree that we may monitor the Site and Services, including without limitation, any pages created using our Services. We may, where reasonable or necessary, disclose information to satisfy our legal obligations, protect Specifi or its Customers, or operate or improve the Site or Services.
Specifi uses tracking cookies to track visits to your pages, and page views, in order to calculate conversion rates per page and traffic usage per Account. It is your responsibility to adhere to all applicable laws within your jurisdiction regarding the disclosure of such monitoring, and Specifi disclaims all liability in this area.
You agree that Specifi may gather and publish anonymous, Aggregate Data, based on your, your visitors’, and your Customers’ use of the Site or Services. This data will not incorporate any Personal Information.
Where you choose to use or connect Third Party services with your Specifi content, projects or files, you agree that Specifi may share your data with these designated Third Parties, without liability. You are fully responsible for any and all Personal Information contained in any lead data or Content, and agree to abide by all applicable laws within your jurisdiction.
Specifi does not sell information about your Customer leads to Third Parties.
From time to time and at our sole discretion, we may initiate Beta Tests. We may implement, run, suspend, or terminate a Beta Test at any time without notice or liability, and do not guarantee that a tested product, service, modification, upgrade, or other adjustment to the Site, Services, or means of providing the Services, will become part of the Services. We may deliver (and subsequently cease delivering) a Beta Test to all or any subset of Specifi Account holders at our discretion without prior permission at any time. If we decide to incorporate a tested product or service into the Specifi platform, we may adjust our prices accordingly. Specifi accepts no liability for any consequences resulting from, or related to, your participation in a Beta Test.
From time to time and at our sole discretion, we may offer you the opportunity to try a new product or service for free for a limited time. Before the end of the Trial Program, you must decide whether you would like to continue using the new feature. If you purchase the trialed product or service, it will be added to your monthly invoice and billed automatically until you choose to remove the Add-On or cancel your Subscription. If you do not purchase the product or service by the end of the Trial Program, you will not be billed for it (normal Subscription rates will apply), and that feature will no longer be available to you. Any projects where the Trial Program was used will still be live, but you will be unable to create or edit those projects using that feature.
You agree to comply with any additional terms, restrictions, or limitations connected to any Trial Program. You may not sign up for multiple Accounts in order to receive additional Trial Program benefits. We may terminate or suspend a Trial Program at any time without notice or liability, and in our sole discretion, and we reserve the right to adjust pricing relative to any service or product offered through a Trial Program. We are not responsible or liable for any adverse impact caused by or connected with a Trial Program.
You have the option of using Specifi as a commercial platform, including, but not limited to, incorporating links to purchasing pages and embedding Third Party payment processing. Specifi does not perform any such payment processing, or have any Third Party perform it on our behalf. These transactions are entirely between you, Your Customers, and any other relevant Third Party, and we are not in any way liable or responsible for them.
When using Specifi to offer or sell products or services, you agree to comply with the following:
(a) You may not offer or sell illegal or potentially illegal Customer Goods, including, but not limited to, those that are counterfeited, stolen, or fraudulent. Customer Goods offered or sold using the Site and/or Services must comply with all applicable laws, including, without limitation, export control laws.
(b) You may not offer or sell any Customer Goods that violate our AUP. This includes, but is not limited to, products that depict or promote child pornography, are obscene or defamatory, or that violate privacy rights or intellectual property law.
(c) You may not use the images or names of any Third Party (including notable personalities or celebrities) when offering or selling Customer Goods without first obtaining that Third Party’s permission.
Specifi may remove, or request that you remove, any pages or Content that violate this section or the AUP.
Collection of Personal Information
If you use the Services to collect, store, use, or disclose Sensitive or Personal Information about identifiable individuals, you agree only to do so in accordance with applicable law. You agree to take all measures to protect the privacy and legal rights of individuals whose information you collect, and to provide them with a legally sufficient privacy notice or policy. If you are provided with Sensitive or Personal Information, you must disclose that this Information is being collected and clearly explain the reason for its collection and how the Information will be used. If you store Personal or Sensitive Information, you must do so securely, and in accordance with applicable law.
YOU AGREE TO INDEMNIFY SPECIFI AND HOLD US HARMLESS FOR ANY FAILURE TO COMPLY WITH THE FOREGOING, OR FOR ANY CLAIM MADE AGAINST SPECIFI BY ANY THIRD PARTY RELATED TO YOUR USE OF THE SERVICES TO COLLECT, STORE, OR USE PERSONAL OR SENSITIVE INFORMATION.
You agree not to disclose verbally, electronically, in writing, or in any other manner any Confidential Information that you have acquired or learned during the term of this Agreement or following the expiration or termination of this Agreement.
Third Party Sites and Content
You are responsible for knowing and adhering to your jurisdictional anti-spam laws. In jurisdictions where consent is required before sending email or electronic transactions to email Accounts, you are responsible for obtaining that consent.
Certain features of the Site or Services, when activated, may require that Specifi send an email to you, Your Customers, or any other Third Party on your behalf. At present, these include the following features: “Rest Account,” “Create a New Project”, “Upload a new Project” and “Invite New User”. (These may be modified at any time, with or without notice or notification, and we reserve the right to add features that include email notification functionality.) Because you must enable or engage these features in order to use them, you are responsible for any communications that follow. You agree that Specifi remains a disinterested third party to any such electronic communication completed using the Site and/or Services. You hereby agree to indemnify us and hold us harmless for any failure to have or obtain all necessary consents regarding the receipt of electronic communications, email, or commercial electronic messages.
You acknowledge and agree that Specifi is not responsible or liable for any Third Party content linked to from the Site or Services. This includes but is not limited to accuracy, integrity, quality, usefulness, legality, safety, and intellectual property rights. The inclusion of such linked content in no way indicates endorsement by, or association with, Specifi.
You agree that Specifi is not responsible or liable for any alleged or real damages or losses incurred through the use of Third Party content, goods, or services. Your use of Third Party content is solely at your own risk.
Specifi Marketing Materials
Should you receive unwanted newsletters, blogs, articles, or other marketing initiatives and non-Account-related materials from Specifi, you may opt-out at any time by clicking “Unsubscribe” at the bottom of these communications, or by contacting unsubscribe@Specifi.com. Doing so may have a material impact on our ability to provide services to you or Your Customers, and we are not responsible for any such effects.
Disclaimer, Exclusion, and Limitation of Liability
SPECIFI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SITE, SERVICES, OR DATA MADE AVAILABLE FROM THE SERVICES. YOUR USE OF THE SITE OR SERVICES, AND ALL CONTENT, MATERIAL, AND THIRD PARTY SOFTWARE AND CONTENT ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
SPECIFI DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES, OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES, AND SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME SPECIFI MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT PRIOR NOTICE OR NOTIFICATION. YOUR ACCESS TO AND USE OF THE SITE AND SERVICES MAY BE INTERRUPTED OR SUSPENDED FROM TIME TO TIME FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, EQUIPMENT MALFUNCTIONS, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES, OR OTHER ACTIONS THAT SPECIFI, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT ENTITLED TO DAMAGES OR ANY OTHER FORM OF COMPENSATION OR RELIEF WHEN OUTAGES, DELAYS, DOWNTIME, MALFUNCTIONS, SECURITY OR SYSTEM BREACHES, OR OTHER INTERRUPTIONS OF SERVICE OCCUR.
SPECIFI MAKES NO GUARANTEE REGARDING: (A) THE NUMBER OF SYMBOLS, PROJECTS, OR SALES DUE TO ANY OF YOUR PROJECTS; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE, OR CONTENT WITH THE SITE OR SERVICES. YOU ARE NOT ENTITLED TO COMPENSATION, REFUNDS, CREDITS, DAMAGES OR ANY FORM OF RELIEF SHOULD THE SITE OR SERVICES NOT MEET YOUR EXPECTATIONS.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE AND/OR SERVICES. SPECIFI DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE OR SERVICES, AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
SPECIFI IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR FAILURES OF ANY THIRD-PARTY CONTENT, SERVICE, NETWORK, OR SOFTWARE OR HARDWARE PROVIDER, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES USED BY SPECIFI, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SPECIFI.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, SPACE PLANS AND EQUIPMENT SYMBOL FILES, IS DONE AT YOUR OWN DISCRETION AND RISK. YOU AGREE THAT YOU, SOLELY, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, AND/OR FOR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER COMMUNICATED ORALLY OR IN WRITING, FROM SPECIFI EMPLOYEES, OR VIA THE SITE OR SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY SPECIFI FROM ITS FACILITIES IN THE UNITED STATES AND ITALY. SPECIFI MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
YOU AGREE THAT NEITHER SPECIFI NOR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, LICENSORS, EMPLOYEES OR AGENTS, WILL BE HELD LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF, FOR ANY TANGIBLE OR INTANGIBLE DAMAGES OR LOSSES ARISING FROM OR RELATING TO: THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, OR YOUR USE OF THIRD PARTY MATERIALS, CONTENT, OR SERVICES.
SPECIFI WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, LOSSES, OR OTHER CONSEQUENCES THAT YOU MAY INCUR IN THE EVENT THAT THE SITE AND/OR SERVICES ARE MODIFIED, SUSPENDED OR DISCONTINUED.
You agree that the Indemnified Parties, are not responsible or liable for any claim, demand, loss, damage, cost, attorney fees, or other liability arising out of or relating to this Agreement, the Site, or the Services made against you or anyone else by a Third Party. This includes, but is not limited to: (a) your use, non-use, misuse of, or connection to the Site, the Services, Consumer Goods, Content, or Personal Information; (b) your violation or alleged violation of this Agreement; and (c) your violation of any Third Party rights, including intellectual property rights.
Specifi reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Specifi, and you agree to cooperate with Specifi’s defense of these Claims. You agree not to settle any matter without Specifi’s prior written consent. Specifi will use reasonable efforts to notify you of any such Claims upon becoming aware of them.
Waiver of Jury Trial and Class Action Rights
IN ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, A SUBSCRIPTION AND/OR THIS AGREEMENT, YOU HEREBY EXPRESSLY GIVE UP: (I) YOUR RIGHT TO A TRIAL BY JURY; AND (II) YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING, WITHOUT LIMITATION, CLASS ACTION LAWSUITS.
Arbitration and Governing Law
You agree that Specifi may enforce this Agreement through injunctive relief and other equitable remedies, without proof of monetary damages.
If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, such decision will not invalidate the Agreement as a whole. Only that portion that is unlawful, void, or unenforceable will be stricken from this Agreement.
You agree that if Specifi does not exercise or enforce a legal right or remedy contained in the Agreement or under applicable law, this is not a waiver of Specifi’s rights. Those rights or remedies will still be available to Specifi should we choose to exercise them.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation, or discussion, oral or written, and may not be changed except in writing, and signed by us.
Limitation of Time
You agree that you will not bring a claim under or relating to this Agreement more than twelve (12) months from when your claim first arose.
You may contact Specifi by email at email@example.com, by telephone at 1-888-850-3357, or by mail at Specifi LLC, 920 E STATE PARKWAY, UNITB, SCHAUMBURG, IL 60173, USA.
Terms of Service Desktop
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN
WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
WARNING: THE SOFTWARE SPECIFI IS NOT CERTIFIED FOR A CORRECT USE UNDER THE OS. MS WINDOWS 98, MS WINDOWS ME, MS WINDOWS XP HOME, WINDOWS VISTA AND 7 HOME PREMIUM AND LOWER , THE END-USER THAT INSTALL THIS PRODUCT UNDER THESE OS. ALLOW AT OWN RISK FOR EVERY PROBLEM FOR THE SOFTWARE AND THE OS.
COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGEMENT. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT TESTING OF PRODUCT STRESS, SAFETY, AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATION FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. MASTERCHEF ITALY SRL. SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on February 1th, 2016. It is effective between You and Us as of the date of You accepting this Agreement.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement.
“Beta Services” means SPECIFI services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by SPECIFI from publicly available sources or third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via Specifi helpdesk service or login to the applicable Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services.
“Non-Specifi Application” means a Web-based, mobile, offline or other software application functionality that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under an Order Form or provided to You under a free trial, and made available online by Us, including associated SPECIFI offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-Specifi Applications.
“User” means an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the Specifi company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.
“Your Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-SPECIFI Applications.
If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
- Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable SPECIFI standard support for the Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, which right now is the ability to synchronize databases and get updated pricelists, except for: (i) planned downtime (of which We shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-SPECIFI Application, or denial of service attack.
- Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Where Your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC) within the European Economic Area (EEA), except in respect of any usage during a Free Trial. For the purposes of the Standard Contractual Clauses in Attachment 1 to the DPA, You are the data exporter, and Your acceptance of this Agreement shall be treated as Your signature of the Standard Contractual Clauses and appendices.
- Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
Beta Services. From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-SPECIFI Applications and Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Use of Services and Content
- Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
- Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).
- Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-SPECIFI Applications with which You use Services or Content.
You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-SPECIFI Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-SPECIFI Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-SPECIFI product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
- Removal of Content and Non-Specifi Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Specifi Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Specifi Application or modify the Non-Specifi Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Specifi Application until the potential violation is resolved.
- We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-SPECIFI Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-SPECIFI provider, product or service is solely between You and the applicable Non-SPECIFI provider. We do not warrant or support Non-SPECIFI Applications or other Non-SPECIFI products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.
- Non-SPECIFI Applications and Your Data. If You choose to use a Non-SPECIFI Application with a Service, You grant Us permission to allow the Non-SPECIFI Application and its provider to access Your Data as required for the interoperation of that Non-SPECIFI Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-SPECIFI Application or its provider.
- Integration with Non-SPECIFI Applications. The Services may contain features designed to interoperate with Non-SPECIFI Applications. To use such features, You may be required to obtain access to such Non-SPECIFI Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-SPECIFI Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-SPECIFI Application ceases to make the Non-SPECIFI Application available for interoperation with the corresponding Service features in a manner acceptable to Us.
Fees and Payment for Purchased Services
- You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
- Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
- Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
- Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.
- Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
- Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
- Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
Proprietary Rights and Licenses
- Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
- Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
- License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-SPECIFI Applications and program code created by or for You using a Service or for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-SPECIFI Application or such program code.
- License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.
- Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
- The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-SPECIFI Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
- Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Representation, Warranties, Exclusive Remedies and Disclaimers
- Each party represents that it has validly entered into this Agreement and has the legal power to do so.
- Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-SPECIFI Applications” section above, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
- EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
- Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “SPECIFI Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-SPECIFI Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
- Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
- Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
Limitation of Liability
- Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
- Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Term and Termination
- Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
- Term of Purchased Subscriptions. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per unit pricing during any renewal term will increase by up to 2.5% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
- A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
- Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
- Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and Non-SPECIFI Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
Who You Are Contracting with, Notices, Governing Law and Jurisdiction
- Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, depend on where You are domiciled.
|If You are domiciled in:||You are contracting with:||Notices should be addressed to:||The governing law is:||The courts having exclusive jurisdiction are:|
|The United States of America, Canada, Mexico or a Country in Central or South America or the Caribbean||Specifi LLC., a Delaware limited liability company||920 E State Parkway Unit B Schaumburg, IL 60173, U.S.A., attn: VP, Worldwide Sales Operations||State of Illinois and controlling United States federal law||Chicago, Illinois, U.S.A.|
|A Country in Europe, the Middle East or Africa||Specifi Europe Srl, a limited liability company incorporated in Italy||Via Roma 101/5 – 30020 Quarto d’altino (VE) Italy attn: Director, EMEA Sales Operations||Italy||Venice, Italy|
|A Country in Asia or the Pacific region||Specifi LLC., a Delaware limited liability company||920 E State Parkway Unit B Schaumburg, IL 60173, U.S.A., attn: VP, Worldwide Sales Operations||State of Illinois and controlling United States federal law||Chicago,Illinois, U.S.A.|
- Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
- Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
- No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Specifi company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.
- Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States, European community and other jurisdictions. Each party represents that it is not named on any U.S. government or European community denied-party list. You shall not permit Users to access or use any Service or Content in a U.S. and E.C. embargoed country (currently North Korea, Sudan, Syria or Crimea) or in violation of any U.S. and E.C. export law or regulation.
- Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our local Department.
- Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
- Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
- No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
- If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.