The following terms and conditions (“Terms of Service”) together with the Solvvy Order Form (“Order Form” and collectively, the “Agreement”) constitutes the complete and exclusive statement of all mutual understandings and agreement between Solvvy Inc. (“Solvvy”), and (“Client”), as to its subject matter and superseding all prior or contemporaneous proposals, communications and understandings, oral or written. The Terms of Service govern all use of Solvvy (the “Service”) and all of its services and features. The Service is owned and operated by Solvvy. Please read these Terms of Service carefully before using the Service. This Agreement constitutes the complete and exclusive statement of all mutual understandings and agreement between Solvvy and the Client specified above, as to its subject matter and superseding all prior or contemporaneous proposals, communications and understandings, oral or written. Except as expressly set forth herein, this Agreement may not be amended, changed, or modified, except by a written document that is duly signed by each party’s authorized representative.
INTELLECTUAL PROPERTY. (A) The Service is protected by copyright, trade secret and other forms of intellectual property which belongs to Solvvy and may be confidential information of Solvvy. All rights, title and interest in and to the Service and all modifications to the Service, excluding Client’s intellectual property and proprietary information (and all associated intellectual property rights) are and will remain vested in Solvvy or its suppliers; you receive only a license to use the Service. Client acknowledges that no rights other than those rights granted herein to use the Service, license or interest to any Solvvy’s intellectual property, including but not limited to, copyright, trademarks and/or trade names are granted under this Service Agreement. (B) COPYING AND USE. Any unauthorized copying, use, or alteration of the Service and related materials is forbidden. You will not sublicense, allow access to or assign the license, modify the Service, or distribute or transmit any portion of the Service to any third party. You will take reasonable efforts to ensure that your designated employees (“Authorized Users”) comply with the terms of this Agreement.
TERM; TERMINATION; (A) TERM. This Agreement and the license granted hereunder will commence on the Effective Date indicated on the table on the first page of this Agreement (“Effective Date” and “Term”). Upon termination or expiration of this Agreement for any reason, your license to access the Service shall end. (B) TERMINATION. Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured thirty (30) days after written notice.
USAGE OF CLIENT LOGO. You authorize Solvvy to use your name and logo as a customer of the Service and related promotional materials as partial consideration of the Service pricing. Solvvy may not modify or change the logo in any way and the logo may only be used for purposes of identifying Client as a Solvvy customer. The logo shall not be used in any manner, which may be considered, in Client’s sole discretion, disparaging or negative. Client has the right to revoke the license to use logo at any time in its sole discretion.
PAYMENT OF SERVICES. Client shall pay Solvvy the License Fees in accordance with the terms of this Agreement. All payments must be made in U.S. dollars and, when paid, are non-cancelable, non-contingent and non-refundable, except as otherwise provided herein. Invoices are considered delinquent if unpaid within thirty (30) days of the invoice date, provided that the invoice date is not materially earlier than the date at which the invoice is received, at which time services will become potentially subject to suspension.
In the event any payment is past due, Solvvy may, at its reasonable discretion, (i) apply a late charge equal to the lesser of 1% per month on the unpaid balance or the highest rate permitted by applicable law; and (ii) take any action in connection with any other right or remedy Solvvy has under this Agreement, at law or in equity.
WARRANTIES. Except for those warranties expressly made hereunder, Solvvy expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or results to be obtained by partner in connection with the use of the Services. Provided Client has not otherwise violated this Terms of Service, including Section 3 hereof, Solvvy represents and warrants that services provided to Client will not infringe the intellectual property rights of either party or third parties, or violate any applicable law or regulation.
LIMITATION OF REMEDIES. (A) LIMITED WARRANTY. Solvvy warrants that it has the necessary rights to enter into this Agreement. Solvvy will defend and indemnify you against any third party claim alleging that your use of the Service violates a patent, copyright, trademark or other intellectual property right of a third party (provided you give Solvvy prompt notice of the claim, provide assistance necessary for the defense, and grant Solvvy control of the defense of the claim; in the event of a claim of infringement, Solvvy will have the right to modify or replace the Service with the same or similar functionality or terminate the license and refund the fees). Solvvy may schedule regular maintenance releases to the Service for up to four (4) hours per month and may also conduct an emergency maintenance release from time to time. Solvvy and its suppliers are not responsible for compatibility problems of any computer hardware or operating system for which the Service is procured. (B) DISCLAIMERS. Except as provided in this Agreement, the Service is provided “as is” without warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, non-infringement, fitness for a particular purpose, or that the operation of the Service or access to the Solvvy web-site(s) will be uninterrupted or error-free. Solvvy and its suppliers make no warranty about the suitability of the Service or content for any purpose and do not warrant that the Service will meet your requirements. (C) LIMITATION OF LIABILITY. Neither party shall be liable for any special, indirect, consequential, or incidental damages, including damages for loss of business profits, business interruption, loss of business information, and the like (arising out of the use of or inability to use such products) even if such party has been advised of the possibility of such damages. In no event shall either party’s liability under this Agreement exceed the amount of the annual fee received, or that is due, from you (except for liabilities defending you against infringement claims described above). This section shall survive beyond the termination of this Agreement.
CONFIDENTIALITY. Both parties agree to keep any proprietary or confidential information of the other party that is indicated as confidential or that should be considered confidential given the circumstances of disclosure, including but not limited to pricing information and the Service, in the strictest confidence.
GENERAL. (A) EXPORT RESTRICTIONS, SPECIAL LICENSES, CERTIFICATIONS. Each party agrees to comply with all applicable international, federal, state, and local laws and regulations in performing its obligations hereunder, including, without limitation, all United States export regulations. (B) ASSIGNMENT AND SUCCESSORS IN INTEREST, INDEPENDENT CONTRACTORS. Neither party will assign this Agreement without the prior written consent of the other party (although the rights and obligations shall transfer to any successor whether by purchase of stock or assets, merger, or otherwise). Each of the parties is operating as an independent contractor. (C) VENUE/CHOICE OF LAW. The parties agree that the laws of the State of California will apply to matters relating to the use of the Service, and the parties submit to the exclusive jurisdiction and venue of the courts of the State of California. (D) ENTIRE AGREEMENT, WAIVER, COUNTERPARTS. This Agreement contains the entire agreement between you and Solvvy relating to the license hereunder and the Service and supersedes all other negotiations or agreements, and can be amended only by a writing signed by the parties. No provision or breach of this Agreement shall be deemed waived except in writing. (E) CONSTRUCTION; TRANSLATION. If any provision of this Agreement is invalid it will be enforced as nearly as possible, and the remainder of the Agreement will remain in full force. Any translated version of this Agreement is provided for convenience only, and the English version shall control in the event of a dispute.
SEVERABILITY. If any term of this Agreement is, for any reason, held to be invalid, unenforceable, or contrary to public policy, law, statute and/or ordinance, then the remainder of this Agreement shall not be affected by such determination and shall remain valid and fully enforceable.
UPDATES. Solvvy will update the Service and make available to Client any and all patches, enhancements, updates, upgrades and new versions of the Service that Supplier makes generally commercially available (“Updates”). Any such Updates will be deemed part of the Service as that term is used herein. Solvvy represents and warrants that no Update (i) will impair the operation or disable or inhibit any functions or features of the Service or (ii) cause performance of the Service to be degraded.
SUPPORT. Solvvy will make technical support available to Client by telephone number, e-mail, or voice mail, twenty-four (24) hours per day, seven (7) days per week. Solvvy’s support Personnel will provide Client with remote assistance for help in using and operating the Service and to accept reports of Errors in the Service. Solvvy will ensure that each of its Personnel performing any maintenance and support services are experienced, knowledgeable and qualified in the use, maintenance and support of the Service.
Contact information for technical support is as follows: Telephone Number: 650-246-9685
Solvvy may change any of the foregoing contact information from time to time by delivery of not less than thirty (30) days prior written notice to Client, so long as at least one number or address is at all times available for each means of contact.
NOTICES/ELECTRONIC COMMUNICATION. All notices given in accordance with the provisions of this Agreement shall be in writing and sent by first class mail or email, to the addresses indicated in the attached Order Form, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. The Parties agree to receive electronic documents and accept electronic signatures (information attached or logically associated with such document and clicked or otherwise adopted with an intent to sign) including in counterparts which shall be valid substitutes for paper-based documents and signatures, and the legal validity of a transaction will not be denied on the ground that it is not in writing.
Any notices to Solvvy must be sent to:
1200 Park Place, Suite 350
San Mateo, CA 94403