These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and [Company Name] ("Provider," "we," "us," or "our") governing your access to and use of the SwiftSales software application (the "Software"), which is provided as a Software as a Service (SaaS) solution. By accessing or using the Software, you agree to be bound by the terms and conditions of this Agreement.
1. License and Use
1.1 Grant of License
Subject to your compliance with this Agreement, Provider grants you a limited, non-exclusive, non-transferable license to access and use the Software for your internal business purposes during the term of this Agreement.
1.2 User Obligations
a. You shall use the Software in accordance with this Agreement and any applicable laws or regulations. b. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. c. You shall not access or use the Software for any unauthorized or illegal purposes. d. You shall not modify, adapt, translate, or create derivative works based on the Software. e. You shall not reverse engineer, decompile, disassemble, or attempt to extract the source code of the Software, except as permitted by applicable law. f. You shall not remove, alter, or obscure any proprietary notices or labels on the Software.
2. Intellectual Property
You acknowledge and agree that Provider retains all ownership and intellectual property rights in the Software. This Agreement does not grant you any rights, title, or interest in or to the Software, except for the limited license rights expressly provided herein.
If you provide any suggestions, ideas, or feedback regarding the Software ("Feedback"), Provider may use, modify, and incorporate such Feedback without any obligation or restriction.
3. User Data
3.1 Data Collection and Usage
3.2 Data Ownership and Confidentiality
a. You retain ownership of all User Data. Provider will not disclose or share User Data with third parties except as set forth in this Agreement or as required by law. b. Provider will implement reasonable security measures to protect User Data from unauthorized access, use, or disclosure. c. Provider will maintain User Data in strict confidence and will not use it for any purpose other than providing the Software and related services.
3.3 Data Deletion
Upon termination of this Agreement or upon your request, Provider will delete or return User Data in its possession or control, subject to any legal obligations or storage limitations.
4. Support and Maintenance
Provider will provide support and maintenance services for the Software as described in the separate support agreement or service level agreement, if applicable.
5. Warranty and Disclaimer
5.1 Software Warranty
Provider warrants that the Software will operate in substantial conformity with its documentation. In the event of any non-conformity, Provider's sole obligation will be to use commercially reasonable efforts to correct or provide a workaround for the non-conforming Software.
5.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN SECTION 5.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, REVENUE, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Term and Termination
This Agreement shall remain in effect until terminated. Either party may terminate this Agreement for convenience by providing written notice to the other party. Provider may terminate this Agreement immediately upon written notice in the event of your breach of any term or condition of this Agreement. Upon termination, you shall cease all use of the Software.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, United States, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved amicably, either party may seek remedies through arbitration or litigation as permitted by applicable law.
9.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.