PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY RESSEMBLE, INC. (“RESSEMBLE”, “COMPANY,” “WE,” “US,” “OUR”). BY REGISTERING FOR OUR SERVICES, VISITING THE WEBSITE (AS DEFINED BELOW) OR USING ANY SUCH SERVICES IN ANY MANNER, YOU OR THE ENTITY OR COMPANY YOU REPRESENT (“YOU”, “CLIENT”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ACCESSING THE WEBSITE OR ANY OF SUCH SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY OR COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF.
1. Access to the Services.
The “ressemble.com” website and domain name and any other linked pages, features, content, and/or application services (including without limitation any mobile application services) offered from time to time by Company in connection therewith (collectively, the “Website”) are owned and operated by Company. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Website, to Client (such services together with the Website, the “Services”), solely for Client’s own use, and not for the use or benefit of any third party.
2. Evaluation. Subject to the terms and conditions of this Agreement, during the time period permitted by Ressemble, Client may access, install, and use the Services, which is made available from a specified URL or otherwise provided by Ressemble, solely for Client’s trial use, testing and evaluation of the Services, and for no other purpose. Ressemble may change, suspend or discontinue any of the Services, in whole or in part, at any time. The Website, and the other Services, and any content are owned by Ressemble or Ressemble’s licensors and are intended to be used by Client solely for Client’s personal use and in accordance with the terms of this Agreement. Ressemble shall own all right, title, and interest in and to all components of the Services and the feedback delivered by Client to Ressemble, and Client hereby make all assignments necessary to accomplish the same. This license is personal to Client, and Client may not allow any other person or entity to use or access the Services. Client acknowledges and understands that the Services may incorporate functions that restricts Client from exceeding the scope of this license. Client understands and accept the entire risk of using the Services on its system, particularly in a production environment. Client is solely responsible for backing-up or otherwise protecting all software, data and other information on its system prior to using the Services.
3. Appropriate conduct. Client understands that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Material") are the sole responsibility of the person from which such Material originated. Ressemble reserves the right, but shall have no obligation, to pre-screen, refuse or move any Material available via the Services. Client understands that by using the Services Client may be exposed to Material that is offensive, indecent or objectionable, and that Client’s use the Services at its own risk. Client agrees that it is responsible for its own conduct and any Material that it creates, transmits or displays while using the Services and for any consequences thereof. Client agrees to use the Services only for purposes that are legal, proper and in accordance with the Agreement. Ressemble claims no ownership or control over any Material submitted, posted or displayed by Client on or through the Services. Client or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Material it submits, posts or displays on or through the Services and Client is responsible for protecting those rights, as appropriate. Ressemble reserves the right to refuse to accept, post, display or transmit any Material in its sole discretion. Client acknowledges and agrees that Ressemble neither endorse Client’s actions nor the content of any of Client’s communications. Furthermore, Ressemble does not assume any responsibility whatsoever for such content or actions, including but not limited to any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, or for any infringement of third party intellectual property rights arising therefrom, or for any crime facilitated thereby, or for any violation of any third party privacy or personal rights. Client agrees to indemnify and hold Ressemble and its licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Client’s use of the Services, the violation of this Agreement by Client, or the infringement by Client, or other users of the Services using Client’s account, of any intellectual property or other right of any person or entity. As a condition to using some aspects of the Services, Client may be required to register with Ressemble and select a password and user name. Ressemble reserves the right to refuse registration of or cancel a user in its discretion. Client shall be responsible for maintaining the confidentiality of Client’s password, and Client shall be solely responsible for all use of the Services through Client’s user name and password. Client agrees to immediately notify Ressemble of any unauthorized use of any of the Services of which Client becomes aware.
4. Confidentiality. The Parties acknowledges that, in the course of testing the Services, Client will obtain and create information relating to Ressemble and Ressemble will be privy to information relating to Client’s business which is confidential in nature, including without limitation the results of Client’s testing and evaluation and the functions and features of the Services prior to its public release and Client’s go-to-market strategy and sales pipeline (“Proprietary Information”). The Parties agree that the party receiving Proprietary Information (“Receiving Party”) will not possess, use or disclose Proprietary Information other than as authorized by this Agreement without the prior written consent of the party disclosing such Proprietary Information (“Disclosing Party”) and that the Receiving Party will take all reasonable precautions to keep such information confidential. Client shall not, without securing the prior written consent of Ressemble, publicly announce the existence of this Agreement, or advertise or release any publicity in regard to the Services. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of Receiving Party’s obligations hereunder and any such breach would result in irreparable harm to Disclosing Party, and therefore, that upon any such breach or threat thereof, Disclosing Party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
5. Liability Limitations. IN NO EVENT SHALL RESSEMBLE OR ITS LICENSORS BE LIABLE TO CLIENT WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR (A) ANY LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR PROFITS OR INVESTMENT LOSSES, OR (C) ANY DIRECT DAMAGES IN EXCESS OF $500.00, EVEN IF RESSEMBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESSEMBLE SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
7. General Provisions. This Agreement, including any referenced documents, shall constitute the entire understanding between the parties and supersedes any previous communications, representations or agreements whether oral or written. Ressemble reserves the right, in its sole discretion, to modify these Terms of Service at any time by posting a notice on its website. No change or modifications of any of the terms or conditions hereof shall be valid or binding on Ressemble unless made in writing and signed by an authorized representative of Ressemble. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. Client shall not assign or transfer any of Client’s rights or obligations hereunder without the prior written consent of Ressemble, and any such attempted assignment shall be void. Either party may terminate this Agreement at any time with notice to the other party. The rights and obligations of the parties under Sections 3 through 7 shall survive any termination or expiration of this Agreement. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
March 13, 2020