Terms of Service
This Agreement is entered into by and between PagePath Technologies, Inc., with offices at 13 E. Main St. Plano IL 60545 United States of America (“PagePath”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the Customer sign up date. If you are signing up on behalf of a Customer, you represent and warrant that you have full legal authority to do so.
Services refers to PagePath provided products & services such as MyOrderDesk.
PagePath will adhere to reasonable security standards that are roughly equivalent to standards used to protect PagePath’s own data of a similar type. Some of the Services’ features work in conjunction with downloadable software. Said software is only to be used with the Services.
Customer is responsible for use of the Services by their End Users. Customer and their End Users must use the Services in compliance with the Acceptable Use Policy. Customer will prevent unauthorized use of the Services by their End Users.
Intellectual Property Rights
The Agreement does not grant either party any rights, implied or otherwise, to the other’s content or intellectual property. Customer does agree to limited rights that are necessary for PagePath to offer Services.
Each party will protect the other party’s confidential information with the standard of care it uses to protect its own confidential information. Furthermore, such information will be restricted to only those that need to know in order to fulfill this Agreement.
Fees & Payment
Customer will pay, and thus authorize PagePath or Customer’s reseller to charge, using the Customer’s preferred payment method for all applicable fees. Fees are non-refundable except as required by law. Services may be suspended or terminated if fees are past due.
Term, Termination & Suspension
The Agreement will remain in effect until Customer cancels subscription or until the Agreement is terminated.
Either party may terminate this Agreement if the other party is found to be in material breach of the Agreement and fails to correct such breach within 30 days after receipt of written notice.
Upon termination, access to Services and customer data will cease immediately. PagePath may provide Customer access at current fees for a reasonable time to allow Customer to export data.
Customer will indemnify, defend, and hold harmless PagePath from and against all liabilities, damages, and costs (including settlement costs and reasonable attorney’s fees) arising out of any claim by a third party against PagePath regarding: Customer data, or use of Services in violation of this agreement by Customer or their End Users.
PagePath will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorney’s fees) arising out of any claim by a third party against Customer regarding copyright, trade secret, U.S. patent, or trademark infringement by PagePath provided Services. PagePath will have no obligations or liability for Services used in violation of this agreement or for data provided by Customer, their End Users, or third parties not affiliated with PagePath.
In cases of possible infringement by Services, PagePath will make corrections through some combination of securing rights or modifying Services so they no longer infringe.
The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR PAGEPATH AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. PAGEPATH MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
Both Services and these Terms are subject to modification at anytime. Should modifications to either be deemed material by PagePath, Customer will be notified unless they’ve opted out of such notifications.