Terms of Use

The following Terms of Service and User License Agreement (the “Agreement”) governs your use of the software and services provided by Signetronics LLC (and its subsidiaries) (“Signetronics”). This is a legal agreement between you and Signetronics and incorporates the Privacy Policy at wireit.signetronics.com/legal/privacy-policy and the Exhibits provided by link in this Agreement. Please read these Terms of Service and User License Agreement carefully before you register for an account and start to use the software and services. By registering your use of the Service (as defined below) and by clicking to accept or agree to the Terms of Use when this option is made available to you, you are accepting to be bound to the terms of these Terms of Service and User License 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” or “Subscriber” 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 Service. For certainty, “Subscriber”, “you” or “your” shall refer to the purchaser of the Service and shall also include any agent, representative, independent contractor, employee, servant, attorney and any entity or person who has authority to act on the purchaser’s behalf, including the Administrator, Primary Subscriber and any Authorized Users. The Service is intended only for access and use by individuals at least 18 years old. By accessing or using the Service, you warrant and represent that you are at least 18 years old and with the full authority, right, and capacity to enter into this Agreement. If you are not at least 18 years old, you are prohibited from both the access and usage of the Service. 1. Definitions (a) “Account Data” means data which pertains to the Subscriber and Authorized Users necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Authorized Users relating to contacts, matters, tasks or similar data. (b) “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from Signetronics. (c) “Agreement” shall mean these entire Terms of Service and User License Agreement and incorporates by reference the Privacy Policy located at wireit.signetronics.com/legal/privacy-policy and the Exhibits provided by link in this Agreement below. Exhibit A – Signetronics Service Level Commitments and Support Services (d) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users. (e) “Confidential Information” shall mean the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises. (f) “Content” shall mean any information you upload or post to the Service and any information provided by you to Signetronics in connection with the Service, including, without limitation, information about your or from your Authorized Users. (g) “Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, moral, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing. (h) “Order Document” means a pricing proposal, purchase order, online order form, statement of work or similar document (or collection of the foregoing) entered into by Signetronics and Subscriber for the Service, or any other similar mechanism made available by Signetronics through which a Subscriber purchases the Service.  (i) “Primary Subscriber” shall mean the initial individual Subscriber who initiated the Service offered by Signetronics and thereby has represented and warranted through this Agreement to Signetronics that it has the power and authority to enter into and administer the subscription to the Services on your behalf, until you show reasonable and adequate documentation of power and authority to confirm the identity of an individual to whom you wish to transfer the administration authority of the Primary Subscriber for administration of the Services subscription on your behalf or this Agreement is terminated or has expired in accordance with its terms. (j) “Service” shall mean one or more software-as-a-service or hosted software services provided by Signetronics as specified in the relevant Order Document. (k) “Subscriber” shall refer to the purchaser of the Service provided by Signetronics and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority or apparent authority to act on your behalf. (l) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) Signetronics’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service. 2. Limited License & Use of the Service 2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service. 2.2 Signetronics does not review or pre-screen the Content and Signetronics claims no Intellectual Property Rights with respect to the Content. 2.3 Subscriber shall ensure that your Authorized Users comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Authorized Users. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by your Authorized Users. 2.4 Your Authorized Users shall not reproduce, duplicate, copy, sell, resell, exploit access to, or create derivative works of the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without express written permission from Signetronics. 2.5 Your Authorized Users shall not modify, disassemble, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Signetronics, or any other software or service provided by Signetronics. 2.6 Your Authorized Users shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement. Your Authorized Users must not remove any proprietary notices or labels from the Service. 2.7 Your Authorized Users shall not introduce into the Service or use in connection with the Service any viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. Signetronics monitors usage patterns to detect potential abuse and violations of this Agreement. If Signetronics reasonably suspects abuse, misuse, or activity that could harm the Service, other users, or our reputation, Signetronics may permanently disable your access to the affected Service and terminate this Agreement with you or temporarily suspend your and your Authorized Users’ access to the affected Service until the issue leading to suspension is resolved to Signetronics’ reasonable satisfaction. Additionally, Signetronics reserves the right to take any actions necessary, including legal action, to prevent such abuse, misuse, or activity that could harm the Service, other users, or our reputation, and Signetronics reserves its rights to all other remedies afforded under this Agreement and the law to protect its interests under this Agreement. 2.8 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, Intellectual Property Rights and other rights and interests in and to the Service and the software contained therein shall remain solely with Signetronics. The Signetronics name, logo, and related marks and the WireIt name, logo, and related markes are its property and may not be used without express written permission. 2.9 Your Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of your Authorized User to determine if the Service being shared is appropriate for the public and is not subject to any restrictions from or prohibitions on publication by you. Signetronics reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content. 2.10 Signetronics reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content. 2.11 Signetronics reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Signetronics shall provide Subscriber with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification. 2.12 Signetronics reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance by way of notification within the Service, email or other notification method deemed appropriate by Signetronics in its sole discretion. Further, Signetronics shall endeavor to confine planned operational suspensions to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Signetronics will use the same notification methods listed in this section in its sole discretion to provide updates as to the nature and duration of any temporary suspension. 2.15 Subscriber grants to Signetronics a non-exclusive, worldwide, sublicensable, royalty-free right to use, store, modify, transmit, collect, and otherwise process the Content and Confidential Information for the sole purpose of providing the Service, performing Signetronics’ obligations, and exercising Signetronics’ rights under this Agreement in accordance with the terms of this Agreement. Such rights shall include permission for Signetronics to, in perpetuity, generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.  Signetronics may collect information generated from use of the Services, such as technical logs, data and learnings about Subscriber’s use of the Services (collectively, “Usage Data”), and may use, share and otherwise process such Usage Data for its lawful business purposes, provided that Signetronics does not publicly identify Subscriber as the source of the Usage Data. Subscriber will not interfere with the collection of Usage Data. 2.17 By creating an account and providing your mobile number and/or email address, you consent to Signetronics contacting you at any time via email and SMS (including automated messages) to enhance the security of the Service and give you important account updates (the “Text Service”). You may need to respond to an initial message to complete registration and confirm enrollment in the Text Service. 2.18 The Text Service (SMS) and email notifications rely on third-party providers. To the maximum extent permitted by law, Signetronics is not liable for any errors, delays, or failures in delivery, nor for any charges imposed by your carrier or third parties. Participation in the Text Service is optional. If you wish to opt out, notify Signetronics or follow the opt-out instructions provided. If you change or deactivate your mobile number, you must promptly update your account to prevent messages being sent to the new holder of your old number. 2.19 Subscriber must comply with all applicable laws and regulations in connection with its use of the Service. Subscriber is solely responsible for, and to the maximum extent permitted by law Signetronics disclaims all liability for, the provision of goods and services sold to Subscriber’s customers or clients as part of its use of the Service, and any obligations Subscriber may owe to its customers or clients. Subscriber is responsible for providing, and must provide, all necessary notices to, and obtain all necessary rights and consents from, all applicable individuals (including Subscriber’s customers or clients) sufficient to enable Subscriber to lawfully use the Service in the ways this Agreement and Signetronics’ Privacy Policy describe. Subscriber will determine the content of the notices it provides. Signetronics is not responsible for the content of Subscriber’s notices to its customers or clients. 2.20 Subscriber is responsible for all actions taken on or through its account, including its Authorized Users and any unauthorized users who gain access to its account. Signetronics reserves its right to take any actions necessary, including legal action, to ensure compliance with the terms of this Agreement and Signetronics reserves its rights to any and all remedies available under this Agreement to enforce its rights in accordance with the terms of this Agreement. 3. Access to the Service 3.1 Only Authorized Users are permitted to use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Signetronics. 3.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users. 3.3 Signetronics may, at its discretion, require all Authorized Users to use two-factor authentication when logging into their account. Two-factor authentication may be disabled by the Authorized User through the account settings, subject to any additional security requirements imposed by Signetronics. 3.4 The initial Administrator shall be the Primary Subscriber who hereby represents and warrants it has authority to administer the subscription and designate additional Authorized Users and/or Administrators on your behalf. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User. 3.5 Where a Subscriber has just one Administrator, it will provide Signetronics with the name and contact information of a designated Authorized User for use as an alternative point of contact if Signetronics is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator. 3.6 You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any use of your account by an unauthorized third party and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge, except to the extent that the loss you suffer is caused by Signetronics’ gross negligence or willful misconduct. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. 3.7 As between Signetronics and the Subscriber, any Content remains the property of the Subscriber. Upon cancellation or termination of the Service, Signetronics shall only liaise with the Administrator or the designated Authorized User described in Section 3.5 above (if the Administrator is unable to be reached) regarding the retrieval of Content. 3.8 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human Authorized User) is strictly prohibited. 3.9 Disputes may arise between business partners, firm members, or other persons regarding ownership of or access to an account and its associated Content. While Signetronics has no obligation to do so, we reserve the right, in our sole discretion, to take one or more of the following actions (a) request additional documentation we deem necessary to determine ownership, including sworn affidavits and court orders; (b) require that all parties claiming ownership provide joint written instructions authorizing any changes to the account; (c) suspend access to the account until the disputing parties provide written documentation, in a form reasonably satisfactory to us, proving that the dispute has been resolved; or (d) transfer control of the account to the party we determine (acting reasonably) to be the rightful owner. You acknowledge and agree that Signetronics does not arbitrate or resolve ownership disputes between users. Any decision we make regarding account ownership will be based solely on the information provided to us and is solely for the purposes of account access until any applicable dispute is resolved. To the maximum extent permitted by law, Signetronics shall not be liable for any decision we make, or for any action or inaction we take, in good faith in connection with an ownership dispute. 3.10 Subscriber is solely responsible for any Content and represents and warrants to Signetronics that Subscriber has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary to provide the Content to Signetronics and to permit Signetronics to use and process the Content as set forth in this Agreement without violating or infringing any laws, third-party rights, or terms or policies that apply to the Content. Additionally, if Subscriber or its Authorized Users publish such Content, Subscriber represents and warrants to Signetronics that Subscriber has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary to publish the Content without violating or infringing any laws, third-party rights, or terms or policies that apply to the Content. 4. Confidentiality 4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except with the express written permission of the party owning such Confidential Information or as necessary to perform its obligations or exercise its rights under this Agreement. 4.2 Signetronics and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations or exercise their rights under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise expressly authorized by you in writing. 5. Security and Access 5.1 Subscriber will be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content. 5.2 Subscriber will implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will immediately notify Signetronics upon suspicion that a Username and password has been lost, stolen, compromised, or misused. 5.3 At all times, Signetronics, and any third party vendors and hosting partners it utilizes to provide the Service, will: (a) use information security standard practices for transmitting and storing your Content, adhering to industry standards; (b) ensure its host facilities maintain industry standards for security and privacy. 5.5 In the event of unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”), Signetronics shall (a) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (b) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes, at Subscriber’s sole cost to protect the security and integrity of Content; and (c) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach. 6. Legal Compliance Signetronics maintains that its primary duty is to protect the Content to the extent the law allows. Signetronics reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If Signetronics is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Signetronics will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief at Subscriber’s sole cost. Subject to the foregoing sentence, Signetronics may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose. 7. Content Retrieval upon Cancellation or Termination of Service Following any cancellation or termination of Service for any reason, Subscriber shall have ninety days to retrieve any and all Content. 8. Payment, No Refunds, and Subscription Changes 8.1 To use the Service, you must provide a current, valid, accepted method of payment, as may be updated from time to time (“Payment Method”). As consideration for the Services, you agree to pay the subscription fees advertised by Signetronics, or set out in the applicable Order Document, in the manner specified below. 8.2 You authorize Signetronics, via the Payment Processor (as defined below), to charge the subscription fee and applicable Taxes (as defined below) for each billing cycle to your Payment Method. 8.3 Subscriber is responsible for and shall pay all applicable taxes, duties, tariffs, assessments, export and import fees, or other governmental charges (collectively, “Taxes”) imposed by any jurisdiction as a result of or in connection with this Agreement, Subscriber’s use of the Service, or any transactions contemplated herein, excluding only taxes imposed on Signetronics’ net income. If Signetronics is required by law to collect or remit any such Taxes, Signetronics shall include such amounts for payment with the subscription fees, and Subscriber shall pay such amounts when due along with the subscription fees. Subscriber shall provide Signetronics with valid tax exemption certificates or other documentation reasonably requested by Signetronics to support any claimed exemption from Taxes.  8.4 Unless you cancel your subscription 30 days in advance of the expiration of the subscription term then you authorize Signetronics, via the Payment Processor, to charge the subscription fee and applicable Taxes for the next renewal term to your Payment Method in advance of the start of such term, taking into account the expiration of any discounts, and any Subscription Upgrades and/or Subscription Downgrades, each as contemplated below.  8.5 To the extent permitted by law and except as provided in this Agreement (including without limitation Exhibit A), all charges are final, non-refundable, and non-cancellable, including without limitation all setup fees, implementation charges, subscription fees and other professional services charges, as applicable. For certainty, if you terminate your subscription within a subscription term, you will be required to pay the balance of the subscription fees owing for the remainder of the term then in effect and you authorize Signetronics to charge the Payment Method in full in such circumstances. 8.6 You may increase the total number of users, additional products and any plan upgrades (each, a “Subscription Upgrade”) at any time, in which case you will be charged immediately for the entire cost of the Subscription Upgrade from the effective date of the Subscription Upgrade prorated until the end of the then current billing cycle or subscription term, as applicable, and, at the start of the next billing period or subscription term, as applicable, the cost of the Subscription Upgrade will be incorporated into your payments.  8.7 While you may reduce the number of Authorized Users, reduce the number of products subscribed, or enact plan downgrades at any time during a subscription term (each a “Subscription Downgrade”), doing so will not result in any refunds or reductions in fees during the subscription term then in effect. For certainty, if done within a subscription term, any reduction in fees resulting from a Subscription Downgrade will only become effective upon the next renewal. Further, no refunds or credits will be issued for partial periods of service, unused subscriptions or removal of Subscribers or Authorized Users. Subscription Downgrades, may result in loss of access to certain Content, features, or reduction in the amount of available capacity for Content provided by the Service.  8.8 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Signetronics receives an amount equal to the sum it would have received had no such deduction or withholding been made. 8.9 All subscription fees are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification of subscription fees. 8.10 Certain Services may be offered as free trials at Signetronics’ sole discretion, with eligibility criteria determined by Signetronics (“Free Trials”). In connection with Free Trials, Signetronics will require a Payment Method for pre-authorization or to confirm the validity of your Payment Method. Upon the expiration of the Free Trial, except as otherwise agreed by Signetronics, your subscription to the applicable Service will commence automatically and you will be charged the applicable subscription fees to the Payment Method provided, unless you cancel the Free Trial before its conclusion. To view specific details of the subscription, access “Show Subscriptions” under “Manage Your Account” within the Service. Please be aware that Signetronics will continue to bill and charge for subsequent subscription cycles in accordance with Sections 8 and 9 of this Agreement, unless you cancel the subscription pursuant Section 9.1 of this Agreement 9. Cancellation and Termination 9.1 The initial term of your subscription shall be as set forth in your Order Document. After the initial term, your subscription will automatically renew for successive terms equal in length to your initial term, until cancelled in accordance with this Agreement. 9.2 Subscriptions may be cancelled with 30 days advanced notice of cancellation prior to the renewal date of the subscription and such cancellation will become effective at the end of the then current subscription term as determined based on the cancellation notice requirement. 9.3 If you cancel your subscription within a subscription term the entire unpaid balance of all amounts owing for the remainder of the applicable term will immediately be due and payable (as updated to include the cost of any applicable Subscription Upgrades). For certainty, there will be no payment adjustments for unused services or for the removal of any licenses during that period, or otherwise. 9.4 If a Subscriber wishes to cancel its subscription, an Administrator may do so on its behalf any time by accessing the Service and visiting the subscription section via settings, provided that a cancellation that is initiated within a term, will not be effective until the expiration of the then current term as determined based on the cancellation notice requirement in Section 9.2. 9.5 Signetronics, in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in violation of this Agreement, (b) in violation of applicable law or regulations, or (c) create a Security Emergency. 9.6 As stated in Section 7 above (“Content Retrieval upon Cancellation or Termination of Service”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. 10. Limitation of Liability 10.1 Except in the case of a violation by Signetronics of its obligations under Section 4(Confidentiality) and Section 5 (Security and Access), and except as provided in Section 12.2 (Indemnification), Signetronics shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Service provided to Subscriber by Signetronics. 10.2 SUBSCRIBER AGREES THAT THE LIABILITY OF SIGNETRONICS ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT FOR THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT SIGNETRONICS IS NOT AND WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER SIGNETRONICS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 12.2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SIGNETRONICS TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. 10.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system. 11. Disclaimer of Warranties 11.1 SIGNETRONICS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY SERVICE OR SOFTWARE INCLUDED THEREIN PROVIDED BY SIGNETRONICS. NOTHING IN THIS SECTION 11.1 SHALL MODIFY SIGNETRONICS’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 12.2(A) (INDEMNIFICATION) OF THIS AGREEMENT. 11.2 Signetronics makes no warranty that its Service or the software included therein when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that this Service or the software included therein will be secure or error free. Nor does Signetronics make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 11.2 shall modify Signetronics’ obligations under Section 4 (Confidentiality) or Section 5 (Security and Access) or Signetronics’s obligation to indemnify you as required by Section 12.2(b) (Indemnification) of this Agreement. 11.3 Signetronics hereby disclaims all warranties of any kind related to Subscriber’s hardware or software. 11.4 Signetronics is not responsible for, and to the maximum extent permitted by law disclaims all liability arising from or relating to Subscriber’s obligations to its customers or clients (including to properly describe and deliver the goods or services being sold to its customers or clients) and Subscriber’s compliance with applicable laws. 12. Indemnification 12.1 Subscriber hereby agrees to indemnify and hold harmless Signetronics from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following: Your Authorized Users’ breach of any representation, warranty or obligation stated in this Agreement; Your Authorized Users’ negligent acts or omissions; and disputes between you and any third party, you and any of your Authorized Users, or between your Authorized Users, including disputes relating to account ownership or Authorized User activity. Signetronics will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Signetronics. Signetronics reserves the right to participate in the defense of the claim, suit, or proceeding, at Signetronics’ expense, with counsel of Signetronics’ choosing. Subscriber shall not settle any indemnifiable event or loss which could be detrimental to Signetronics or its interests without Signetronics’ express written consent. 12.2 Subject to Section 12.3, Signetronics shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party. 12.3 If Subscriber becomes aware of a potential Claim, Subscriber shall (a) promptly give written notice of the Claim to Signetronics (provided, however, that the failure to so notify shall not relieve Signetronics of its indemnification obligations unless Signetronics can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) give Signetronics sole control of the defense and settlement of the Claim (provided that Signetronics may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provide to Signetronics, at Signetronics’ cost, all reasonable assistance. Signetronics shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations under this Agreement or as a result of any prohibited activity as set forth herein; (y) use of the Service in combination with any other product or service not provided by Signetronics; or (z) use of the Service in a manner not otherwise contemplated by this Agreement. 13. Reporting Claims of Copyright Infringement 13.1 Signetronics takes claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Service, you may request removal of those materials from the Service by submitting written notification, entitled “DMCA Notice”, to Signetronics’ Copyright Agent at info@signetronics.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: your name; the name and description of the work that is being infringed; identification of the material you believe to be infringing in a sufficiently precise manner to allow Signetronics to locate that material; a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; adequate information by which Signetronics can contact you (including your name, email address, postal address, and telephone number); a statement that the information in the written notice is accurate; and a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 13.2 If you fail to comply with all of these requirements, your DMCA Notice may not be effective and so may not result in taking down the work described. Additionally, if you knowingly misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA. 13.3 It is Signetronics’ policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers. 14. Miscellaneous 14.1 Technical support and training are available to Authorized Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined in Exhibit A. 14.2 Subscriber acknowledges and agrees that Signetronics may use third party vendors and hosting partners to provide the necessary software, networking, storage, and related technology required to run the Service. 14.3 The Service may allow you to access or use or integrate with third party providers of products and services (“Third-Party Services”). Such Third-Party Services are not “Services” under this Agreement and are not subject to any terms related to the Service, including related warranties, indemnities, service commitments or other obligations. The availability of any Third-Party Services through the Service does not imply Signetronics’ endorsement of or affiliation with the provider. Access to and use of any Third-Party Services are subject to the separate terms and conditions required by the providers of the Third-Party Services. Signetronics does not control the Third-Party Services and will have no liability to Subscriber in connection with any Third-Party Service. Signetronics has no obligation to monitor or maintain any Third-Party Service and may replace, disable or restrict access to any Third-Party Service or cancel related integrations at any time, without notice. The calculation of downtime pursuant to Exhibit A does not include the unavailability of any integration to a Third-Party Service. BY USING OR ENABLING ANY THIRD-PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD-PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD-PARTY  AGREEMENT BETWEEN SUBSCRIBER AND THE PROVIDER OF THE THIRD-PARTY SERVICE AND SIGNETRONICS DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD-PARTY SERVICE. 14.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Signetronics liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Signetronics, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Signetronics actions will comply with its obligations under Sections 4 and 5 of this Agreement. 14.5 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Agreement creates an exclusive relationship or in any way prevents Signetronics from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers. 14.6 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 14.7 This Agreement constitutes the entire agreement between Subscriber and Signetronics and Authorized Users and Signetronics and governs Subscribers and Authorized Users use of the Service, superseding any prior agreements between Subscribers and Signetronics and Authorized Users and Signetronics (including, but not limited to, any prior versions of this agreement). 14.8 Signetronics reserves the right to amend this Agreement. In the event of material changes to the Agreement, Signetronics will notify Subscribers, by email to the Subscriber or by posting the change to the website or posting the change to Subscriber’s account, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber, including any of Subscriber’s Authorized Users, after notice of the change has been communicated to Subscriber will be considered acceptance of any new terms. 14.9 Subscriber may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Signetronics. Signetronics may assign any of its rights or obligations hereunder with reasonable notice to Subscriber. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. 14.10 Governing Law and Venue. This Agreement and your relationship with Signetronics shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with the laws of the State of Georgia and shall be considered to have been made and accepted in the State of Georgia, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the state or federal courts, as applicable, of the State of Georgia in Atlanta, GA, and Subscribers consent to the jurisdiction of and venue of such courts and waive any objection due to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees. 14.11 The Service is intended for users located in the United States and its territories. Signetronics makes no representation that the Service is appropriate or available for use outside of the United States and its territories. If you choose to use or access the Service outside of the United States and its territories, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.