PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING/USING REPORTER SOFTWARE.
BY DOWNLOADING AND/OR USING REPORTER SOFTWARE, CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER’S BEHALF.
This agreement is between IT Liner (trading as Reporter), and the customer agreeing to these terms (Customer).
- SOFTWARE SERVICE: This agreement offers Customer access to and use of Reporter software as stated on the order.
- SERVICE USE:
- Customer Owned Data: All data inputted by Customer stays the property of Customer. Customer gives Reporter the right to use, publicly show and share the customer data for intents of operating under this agreement.
- Customer Responsibilities: Customer (i) is obligated to keep its passwords confidential and safe; (ii) is exclusively responsible for Customer Data and all activity in Reporter; (iii) is obligated to use commercially rational efforts to avoid unapproved access to its account, and inform Reporter team on time of any such unapproved access; and (iv) may use the Service solely in agreement with the applicable law.
- Technical Support: Reporter is obligated to offer customer support for the Service under the terms of Reporter Customer Support Policy (Support) which is sited at www.reporter.software/support-options.
- Publicity: Every Customer consents that Reporter may add such Customer’s name as well as trademarks in their customer list online or in any promotional materials. Every Customer also consents that Reporter may reference verbally such Customer as a user of the Reporter service. Every Customer may withdraw from the conditions within this section by getting in touch with Reporter Support.
- WARRANTY: Reporter DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A SPECIFIC PURPOSE. WHILE Reporter TAKES PLAUSIBLE PHYSICAL, TECHNICAL AND ADMINISTRATIVES STEPS TO SAFEGUARD THE SERVICE, Reporter DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE FREE FROM ERRORS, AND USAGE MAY BE INTERRUPTED.
- PAYMENT: Customer must pay every fee as stipulated on the invoice, but if not stipulated, then the fees must be paid within 30 days of receiving the invoice. Customer is solely responsible for all sales payment, usage, withholding, VAT as well as other similar legal taxes.
- MUTUAL CONFIDENTIALITY
- Confidential Information Definition: Confidential Information refers to all information that is non-public divulged by the Disclosing party to the Receiving party, whether in writing or verbally, that is termed as confidential or that plausibly should be regarded as confidential considering the type of information as well as the circumstances surrounding its disclosure (Confidential Information). Reporter’s Confidential Information comprises without limitation, the Reporter Service (comprising without limitation: pricing information and user screen layout/design and interface).
- Exclusions: Confidential Information does not include information that: (i) becomes or is publically known without violation of obligations typically owed to the Disclosing party. (ii) The Receiving party was aware of before it was divulged by the Disclosing Party without violation of obligation typically owed to the Disclosing party (iii) is obtained from any third party with no violation of obligations typically owed to the Disclosing Party. (iv) was developed independently by the Receiving party without access or usage of the stated Confidential Information. The Receiving Party may divulge Confidential Information up to an extent as demanded by court order or law, but will give the Disclosing Party prior notice to obtain a defending order.
- PROPRIETARY PROPERTY:
- Rights Reservation: The designs, software, work-flow procedures, knowledge, user interface as well as all technologies offered by Reporter under the Service are solely the Reporter’s as well as its licensors proprietary property, and all title, right and interest to and in such items, together with all related intellectual property rights, are solely the possession of Reporter. Customer is not allowed alter or remove any restrictive legends or proprietary marking within the Service. All rights are reserved by Reporter within this agreement, unless explicitly permitted.
- Restrictions: Customer is not allowed to (i) rent, lease, sell or resell the Service or utilize it within the capacity of service provider, (ii) utilize the Service to transmit or keep unsolicited or violating marketing emails, defamatory or offensive, tortious, illegal material, or to keep or transmit any material that breaches third-party rights; (iii) tamper with or obstruct the performance or veracity of the Reporter Service.; (iv) try to unlawfully access to the Reporter Service or their associated networks or systems; (v) reverse develop the Service; or (vi) attempt to use the Service to create a rival product service or product, or reproduce any graphic, function or feature for competitive reasons.
- Aggregate Data: Throughout and after the duration of these agreement terms, Reporter may utilize personally classifiable Customer Data in the Service for reasons of improving the Service, aggregated statistical evaluation, technical assistance as well as other business reasons.
- TERM AND TERMINATION:
- Term: This agreement lasts till every order has been terminated.
- Mutual Termination due to Material Violation: In the case where either party material violates this agreement, this agreement may be terminated by the non-violating party after a written 30-day cure/notice period, if the violation has not been successfully assuaged.
- Suspension for Non-Payment: Reporter reserves the right to completely terminate or temporarily suspend, or both is situations where the customer’s payment on a particular invoice is over 15 days beyond due.
- Keeping Customer Data: Reporter is under no obligation to keep Customer Data and reserves the right to destroy it.
- Return Reporter Property Upon Termination: If this agreement is terminated for whatever reason, Customer has to pay Reporter all unpaid amounts and return or destroy every property in their possession that belongs to Reporter. At the request of Reporter, Customer will corroborate in writing that the property has been destroyed or returned.
- Suspension for Violations of Law: Reporter reserves the right to remove the relevant Customer Data or suspend the service temporarily, or both, if Reporter believes in all honesty that the Customer has breached the law during use of the service.
- LIABILITY LIMIT:
- INDIRECT DAMAGES EXCLUSION: Reporter is not responsible for any special, indirect, incidental or consequent damages resulting from or associated with this agreement (comprising, without limitation, loss of data, delay costs, loss of records, data and profits), even if there is awareness of the potential for such loss or damage.
- LIABILITY LIMIT: Reporter’s total liability arising out of or related to this agreement does not exceed the amount paid by Customer within the 6-month period prior to the event that gave rise to the liability. Reporter’s complete liability resulting from or associated with this agreement does not go above the amount the Customer has paid in the six month period before the event that caused the liability.
- INDEMNITY: In the event a third-party sets up any claim against Reporter or demands Reporter to answer to legal proceedings, linked to Customer’s data, information, acts or omissions in the Software, Customer is obligated to indemnify, defend and hold Reporter safe against and from all expenses, losses and damages of any form (including legal costs as well as fees) associated with such demand or claim.
- GOVERNING LAW AND FORUM: This stated agreement in its totality is administered by the law (with no regard to law principle divergences) for all disputes that may arise between both parties or linked in any manner to the subject matter under focus in this agreement. Nothing within this agreement hinders both parties from pursuing injunctive assistance from a court with capable jurisdiction. The principal party in a litigation case is eligible to recoup costs of attorneys and other fees from the erstwhile party.
- OTHER TERMS:
- Full Agreement and Modifications: This agreement as well as the order make up the full agreement between both parties and surpass any former or concomitant agreements or negotiations, whether written or verbal, linked to this particular subject matter. Customer does not depend on any form of representation regarding the particular subject matter, written or verbal, not entailed within this agreement. No inducement, representation or guarantee that is not entailed within this agreement is binding. Unless all relevant parties have signed to it, no amendment of this agreement is operative and unless the particular party intending to waive rights authorizes the waiver within writing.
- No Assignment Allowed: None of the involved parties may transfer or apportion an order or this agreement to any third party, excluding that all orders as well as this agreement may be handed over, with no consent from the erstwhile party, in the event of a business merger, or substantial sale of all the principal party’s assets.
- Independent Contractors: Both parties stand on their own as independent contractors.
- Implementation and Force Majeure: In the event any term within this agreement can no longer be implemented or is invalid, all other terms stay functional. Excluding monetary payment, none of the involved parties are responsible for any events out of its plausible control, comprising, without limitation force majeure situations
- Case of Inadequate Money: Any violation by any party involved in this agreement or breach of one party’s intellectual property rights might lead to severe harm or damage to the erstwhile party. The violated party may obtain an order from a court of authorized jurisdiction to terminate any violation or stop violations from happening in future.
- Order regarding Precedence: In the event there are any discrepancies between an order and this agreement, the order overrules.
- Terms Survival: If any terms due to their nature survive cessation of this agreement for any given party to uphold their rights and have protections under this agreement, these terms will survive. The UN Convention on Contracts for the International Sale of Goods is not applicable.
- Feedback: By offering suggestions, feedback or ideas to Reporter about the Service, Customer accepts that these submissions do not entail proprietary or confidential information; and Customer thus accords Reporter an unlimited, irreversible, fully-paid and royalty-free unending license to utilize such submissions for any kind of business reason.
UPDATES: We reserve all rights to amend this statement of privacy at any given time, so please check here frequently for any updates.