{"id":12,"date":"2023-05-11T19:16:37","date_gmt":"2023-05-11T19:16:37","guid":{"rendered":"https:\/\/www.glarish.com\/clients\/member-tos-page\/"},"modified":"2023-07-26T17:01:18","modified_gmt":"2023-07-26T17:01:18","slug":"member-tos-page","status":"publish","type":"page","link":"https:\/\/www.glarish.com\/clients\/member-tos-page\/","title":{"rendered":"Term of Service"},"content":{"rendered":"<article class=\"status-publish main-entry legal-documents\">\n<div class=\"entry-content\">\n<div class=\"row\">\n<div class=\"twelve columns\"><\/div>\n<\/div>\n<div class=\"row section text-section \">\n<div class=\"twelve columns\">\n<div class=\"section-text\">\n<p>Last Updated: <strong>December 2020<\/strong><\/p>\n<p>PLEASE READ THESE SOFTWARE AS A SERVICE TERMS AND CONDITIONS (\u201cAgreement\u201d) CAREFULLY BEFORE USING THE SERVICES OFFERED BY GLARISH,INC. (\u201cSUPPLIER\u201d, AS DEFINED BELOW). BY USING THE SERVICES YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY, OR ENTITY FOR WHICH YOU ACT (\u201cCustomer\u201d or \u201cYou\u201d) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT, AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY SUPPLIER. SUPPLIER\u2019S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED AN OFFER BY SUPPLIER, ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<div class=\"row section text-section \">\n<div class=\"twelve columns\">\n<h3 class=\"section-title\" data-id=\"agreement-definitions\"><strong>Agreement Definitions<\/strong><\/h3>\n<\/div>\n<\/div>\n<div class=\"row section text-section \">\n<div class=\"twelve columns\">\n<div class=\"section-text\">\n<p><u>Affiliate<\/u>: any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party. For this purpose, \u201ccontrol\u201d means the power to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract or otherwise.<\/p>\n<p><u>Glarish<\/u>: the Glarish entity, which is a party to this Agreement, being GLARISH,INC., a US based company, having its registered office at Mission Viejo, 92692 USA.<\/p>\n<p><u>Services:<\/u> Supplier\u2019s hosted, internet accessible, digital signage management solution service, digital check-in management solution service, digital marketing service, under the name GLARISH, made available to Customer on a subscription term basis or any other website address as may be notified to Customer (\u201cPortal\u201d).<\/p>\n<p><u>Subscription Term:<\/u><\/p>\n<p>Paid Subscription Plan: Means period identified on each Quote, for which Supplier has committed to provide, and Customer has committed to pay for on line access and use of Supplier\u2019s Services<\/p>\n<p><u>Authorized User:<\/u> Any Customer employee, contractor, agent or any other individual authorized by Customer to access and use the Services, via Customer\u2019s purchased subscriptions, for the purpose specified herein. Customer is responsible for Authorized Users compliance with this Agreement.<\/p>\n<p><u>Software:<\/u> The object code version of GLARISH software and\/or any software to which Customer is provided access as part of the Services, including any updates or new versions.<\/p>\n<p><u>Documentation:<\/u> The user guides, on line help, training materials and any other documentation made available to Customer regarding use of Services<\/p>\n<p><u>Registered Media Player:<\/u> The Media Player Raspberry Pi or other similar hardware devices operating on Supplier\u2019s software, which Customer has registered according to elected subscription plan (one subscription per Registered Media-Player). Each Registered Media Player is intended to be connected to a single customer display, screen and\/or monitor (\u201cScreen\u201d), supported by Services, and giving opportunity to Customer to view and project Content (as defined on art. in this Terms-Of-Service contract). New Customers paying up front for 2 full years of subscription to Glarish Services will receive a loaned Media Player(s),which will be subject to return upon cancelation of the contract at not shipping or any other fee cost.<\/p>\n<p><u>Intellectual Property:<\/u> means:<\/p>\n<ul>\n<li>any trademarks, trade names, business names, brand names, domain names, service marks, copyrights, including any performing, author or moral rights, designs, inventions, patents, franchises, formulas, processes, know-how, technology and related goodwill;<\/li>\n<li>any applications, registrations, issued patents, continuations in part, divisional applications or analogous rights or license rights therefor;<\/li>\n<li>Trade Secret Information; and<\/li>\n<li>all other intellectual or industrial property.<\/li>\n<\/ul>\n<p><u>Intellectual Property Rights:<\/u> means the ownership of or license or other right to use any Intellectual Property.<\/p>\n<p>\u201cOrder\u201d means an ordering document entered into by and between Supplier and Customer.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<div class=\"row section text-section \">\n<div class=\"twelve columns\">\n<h3 class=\"section-title\" data-id=\"articles\">Articles<\/h3>\n<\/div>\n<\/div>\n<div class=\"row section text-section \">\n<div class=\"twelve columns\">\n<div class=\"section-text\">\n<p><strong>Article 1 \u2013 Grant <\/strong><\/p>\n<p>Subject to Customer\u2019s compliance with the terms and conditions set forth herein, Supplier hereby grants Customer a non-exclusive, non-assignable, limited right to access and use the Services, solely for Customer\u2019s internal business operations, and up to the maximum number of Registered Media Players documented herein, during the whole Subscription Term.<\/p>\n<p><strong>Article 2 \u2013 Registered Media Players Subscriptions<\/strong><\/p>\n<p>The maximum number of Registered Media Players authorized by Customer to access and use the Services, via its Authorized Users, shall not exceed the number of Registered Media Player subscriptions Customer has purchased.<\/p>\n<p>Each subscription corresponds to a unique Registered Media Player which, once subscribed, will enable Authorized Users to use Services by a password protected access to the Portal. Each Authorized User is responsible for maintaining the security of its account and password. Single login shared by multiple Authorized Users is not permitted. Customer shall permit, upon Supplier\u2019s written request, the latter to audit the Services for any underpaid subscriptions. Any person performing such audit shall protect the Customer\u2019s confidential information and abide by the Customer\u2019s reasonable security procedures. Customer may have unlimited authorized users at no additional cost.<\/p>\n<p>Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and\/or the Documentation.<\/p>\n<p><strong>Article 3 \u2013 Restrictions<\/strong><\/p>\n<p>Customer shall not willingly:<\/p>\n<p>(a) modify, alter, adapt, copy, translate, perform and display or create derivative works based on Software or Services or proceed to any action that may be properly characterized as copyright infringement by the applicable law.<\/p>\n<p>(b) decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code for Software.<\/p>\n<p>(c) merge or bundle Software with other software<\/p>\n<p>(d) except as permitted under article 1 and 2, sell, license, lease, publish, display (publicly or otherwise), distribute or otherwise transfer or by any means make available -either directly or via another reseller- to a third party the Services.<\/p>\n<p>(e) Duplicate, copy or reuse any portion of the HTML\/CSS, Javascript, or visual design elements or concepts (including the look and feel of the Services).<\/p>\n<p>(f)Knowingly access, store, distribute or transmit any viruses or any material during the course of its use of the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, depicts sexually explicit images and\/or causes damage or injury to any person or property.<\/p>\n<p>Without prejudice to any other Supplier\u2019s rights and remedies, Supplier reserves the right, without liability to the Customer, to disable Customer\u2019s access to any material that breaches the restriction provisions of this clause.<\/p>\n<p>(g) Use the Service for any commercial purpose other than that described in this Agreement.<\/p>\n<p><strong>Article 3A \u2013 Export Controls <\/strong><\/p>\n<p>Customer acknowledges that the Services may be subject to U.S. and international export control laws and regulations. Customer agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department\u2019s Office of Foreign Assets Control. Customer agrees not to\u2014directly or indirectly\u2014sell, export, reexport, transfer, or divert the service provided by Supplier to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Additionally, Customer warrants that it is (1) not located in Cuba, Iran, North Korea, Sudan, or Syria or the Crimea Region of the Ukraine, and (2) not a denied party as specified in the regulations listed above. This export control clause shall survive termination or cancellation of this Agreement.<\/p>\n<p><strong>Article 4 \u2013 Customer\u2019s obligations<\/strong><\/p>\n<p>Customer undertakes to:<\/p>\n<ul>\n<li>provide reasonable information and assistance to Supplier to enable the Services to be rendered.<\/li>\n<li>Comply with all applicable local, state, national and foreign laws in connections with its use of the Services<\/li>\n<li>Notify Supplier immediately of any unauthorized use of the Services<\/li>\n<li>Designate a qualified employee as Customer\u2019s administrator for the Services.<\/li>\n<li>Collect, input, update all Registered Media Players and Authorized Users data and material provided for use in connection with the Services.<\/li>\n<\/ul>\n<p>Customer may include a separate end user license agreement (\u201cEULA\u201d) that will govern the relationship between Customer and Authorized Users and such Authorized Users\u2019 access to the Services, including Customer Content. The applicable EULA is solely between Customer and the Authorized User. Supplier shall not be responsible, nor have any liability whatsoever, under any EULA. The EULA must include legally enforceable provisions that obtain all necessary licenses, rights, consents, and permissions from each Authorized User, and comply with the terms, restrictions and conditions in this Agreement and all applicable laws, rules and regulations<\/p>\n<p><strong>Article 4A \u2013 EULA <\/strong><\/p>\n<p>Customer hereby also acknowledges and agrees the Supplier\u2019s EULA (END-USER LICENCE AGREEMENT) (available at <a href=\"https:\/\/www.glarish.com\/documentation\/wp-content\/uploads\/sites\/2\/2020\/12\/glarish-ds-eula-ver-1-5-en.pdf\">https:\/\/www.glarish.com\/documentation\/eula<\/a> ) that regulates the Customer&#8217;s obligation while operating the Supplier&#8217;s media players.<\/p>\n<p><strong>Article 5 \u2013 Payment (Applies only to Customers on paid subscription plan) <\/strong><\/p>\n<p><strong>Fees\/Prices<\/strong><\/p>\n<p>Supplier reserves the right to determine pricing for the Services. Supplier will make reasonable efforts to keep pricing information published on the website up to date, available at <a href=\"https:\/\/www.glarish.com\/digital-signage\/#page-pricing\">https:\/\/www.glarish.com\/digital-signage\/#page-pricing<\/a> . We encourage you to check our website periodically for current pricing information. Supplier may change the fees for any feature of the Services, including additional fees or charges, if Supplier gives you advance notice of changes before they apply. Supplier, at its sole discretion, may make promotional offers with different features and different pricing to any of Supplier\u2019s customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.<\/p>\n<p>Customer shall pay subscription fees to the Supplier for the Registered Media Players subscriptions and order Services in accordance with this clause and applicable Order.<\/p>\n<p>Customer shall pay all Supplier\u2019s undisputed invoices within 30 days after Customer receives invoice. Payment of the amounts due to Supplier shall be made in accordance with the payment schedule set forth on applicable Order by wire transfer or other immediately available funds. The Customer shall provide to Supplier valid and complete contact and billing details on the Order. Unless expressly provided otherwise, fees are non-refundable. Any physical goods will be shipped out to Customer upon confirmed receipt of the payment.<\/p>\n<p>You also authorize Supplier or a third party payment processor to charge all sums for the orders you enter into, orders that you make and any level of Services you select as described in this Agreement or published by Supplier, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Supplier or a third party payment processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.<\/p>\n<p>The fees set forth in applicable Order are exclusive of all federal, state, municipal, or other government excise, sales, use, value added or other taxes now in force or enacted in the future, and Customer shall pay any such tax (excluding taxes on Supplier\u2019s net income) that Supplier may be required to collect or pay now or at any time in the future with respect to such fees.<\/p>\n<p><strong>Recurring payments <\/strong><br \/>\nThe Services may include automatically recurring payments for periodic charges (\u201cSubscription\u201d). The price and restrictions of any Subscription will be set forth in applicable Order. If Customer activates a Subscription, you authorize Supplier to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The \u201cSubscription Billing Date\u201d is the date when you purchase your first Subscription. For information on the \u201cSubscription Fee,\u201d please see our <a href=\"https:\/\/www.glarish.com\/digital-signage\/#page-pricing\">https:\/\/www.glarish.com\/digital-signage\/#page-pricing<\/a> page. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next Subscription period. The Subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription via your Portal or by contacting us at <a href=\"mailto:support@glarish.com\">support@glarish.com<\/a>.<br \/>\n<strong>Article 6 \u2013 Ownership of intellectual property <\/strong><\/p>\n<p>Supplier (including any of its Assignors) retains all Intellectual Property Rights in and to the Software, the Portal, the Services, and their respective components, including the source code, Documentation, appearance, structure, organization, preparatory design material and all other elements of the Services (\u201cMaterials\u201d). All Materials in the Services are the property of Supplier or its third party licensors. Other than the right to use the Services for the Term provided in this Agreement, nothing in this Agreement grants Customer any right in the Services. Supplier reserves all rights to the Materials not granted expressly in this Agreement. Other than the right to use the Services for the Subscription Term provided in this Agreement, nothing in this Agreement grants Customer any ownership right in the Software, the Portal or the Services. Customer may not transfer for value or use the Services for any commercial -or otherwise- purpose other than that described in this Agreement.<\/p>\n<p>To the extent Customer provides Supplier with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports and test results) (\u201cFeedback\u201d), Supplier will own all right, title and interest in and to such Feedback (and Customer hereby makes all assignments necessary to achieve such ownership). Customer shall report promptly to Supplier any third-party claim served on Customer relating to the intellectual property rights in the Services or the Documentation.<\/p>\n<p>Customer shall report promptly to Supplier any third-party claim relating to the intellectual property rights in the Services or the Software or any associated documentation, or in Supplier\u2019s trademarks that comes to the Customer\u2019s attention.<\/p>\n<p><strong>Article 7 \u2013 <\/strong><strong>Content and Personal Data<\/strong><\/p>\n<p><strong>7.1<\/strong> Customer owns all Customer Content (defined below) (including personal data) inputted by Customer and Authorized Users for the purpose of using the Services and is solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Content. Supplier may suspend or terminate use of Services and this Agreement immediately upon receipt of any notice, which alleges that Customer and\/or Authorized User has used Services for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc.<\/p>\n<p>Customer hereby also acknowledges and agrees that Supplier\u2019s performance of this Agreement requires Supplier to process, transmit and store Personal Data under the documented instructions of the Customer and as further specified in the Data Processing Addendum (DPA) (available at <a href=\"https:\/\/www.glarish.com\/documentation\/wp-content\/uploads\/sites\/2\/2020\/12\/glarish-data-processing-agreement.pdf\">https:\/\/www.glarish.com\/documentation\/dpa<\/a> ), as hereby incorporated by this reference.<\/p>\n<p><strong>7.2<\/strong> Customer hereby also acknowledges and agrees that Supplier processes data related to employees or representatives of Customer that is collected and used by the Supplier, as well as connection data created through the use and operation of the Services, in order to administer or manage Supplier\u2019s delivery of Services, or the Customer\u2019s account, following the technical and organizational security measures contained in the DPA. Such Data may include Personal Data and information about the contractual commitments between Supplier and Customer, whether collected at the time of the initial registration or thereafter in connection with the delivery, management or administration of Services, including billing and collecting of payments.<\/p>\n<p>Supplier shall process the aforementioned Personal Data for the purposes listed above as it is necessary in relation to such purposes, namely for the duration of Agreement and until collection of the payments, unless processing is necessary for compliance with a legal obligation by European Union or European Member State law or for the establishment, exercise or defense of legal claims.<\/p>\n<p>Customer hereby acknowledges and agrees that Supplier shall process the name and email address of the Customer to communicate with the Customer for the presentation and promotion of the Services or of new services. Customer may at any time, free of charge, unsubscribe from such electronic communication, easily by clicking the button \u201cunsubscribe\u201d contained in the electronic communication or by contacting the Supplier in the way specified in the DPA.<\/p>\n<p><strong>Article 7A \u2013 Customer Content <\/strong><\/p>\n<p>7A.1. Certain features of the Services permit users to upload content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (\u201cCustomer Content\u201d) and to publish Customer Content. You retain any copyright and other proprietary rights that you may hold in the Customer Content that you post to the Services.<\/p>\n<p>7A.2 Limited License Grant to Supplier. By providing Customer Content to or via the Services, you grant Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Customer Content, in whole or in part, for providing the Services as described in this Agreement.<\/p>\n<p>7A.3 Limited License Grant to Other Customers. By providing Customer Content to or via the Services to other users of the Services, you grant those users a non-exclusive license to access and use that Customer Content as permitted by this Agreement and the functionality of the Services.<\/p>\n<p>7A.4 Customer Content Representations and Warranties. Supplier disclaims any and all liability in connection with Customer Content. You are solely responsible for your Customer Content and the consequences of providing Customer Content via the Services. By providing Customer Content via the Services, you affirm, represent, and warrant to us that:<\/p>\n<p>(a) you are the creator and owner of the Customer Content, or have the necessary licenses, rights, consents, and permissions to authorize Supplier and users of the Services to use and distribute your Customer Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Supplier, the Services, and this Agreement;<\/p>\n<p>(b) your Customer Content, and the use of your Customer Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Supplier to violate any law or regulation; and<\/p>\n<p>(c) your Customer Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.<\/p>\n<p>7A.5 Customer Content Disclaimer. We are under no obligation to edit or control Customer Content that you or other users post or publish, and will not be in any way responsible or liable for Customer Content. Supplier may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in our sole judgment violates this Agreement or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Supplier with respect to Customer Content. If notified by a user or content owner that Customer Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the Customer Content, which we reserve the right to do at any time and without notice. For clarity, Supplier does not permit copyright-infringing activities on the Services.<\/p>\n<p>7A.6 Monitoring Content. Supplier does not control and does not have any obligation to monitor: (a) Customer Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Supplier reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes.<\/p>\n<p><strong>7B. -Third Party Terms <\/strong><\/p>\n<p>7B.1 Third-Party Services and Linked Websites. Supplier may provide tools through the Services that enable you to export information, including Customer Content, to third-party services , including through features that allow you to link your account on Supplier with an account on the third-party service (eg Twitter or Facebook), or through our implementation of third-party buttons (such as \u201clike\u201d or \u201cshare\u201d buttons). By using one of these tools, you agree that Supplier may transfer that information to the applicable third-party service. Third-party services are not under Supplier\u2019 control, and, to the fullest extent permitted by law, Supplier is not responsible for any third-party service\u2019s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under Supplier\u2019 control, and Supplier is not responsible for their content.<\/p>\n<p>7B.2 Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (\u201cThird-Party Components\u201d). Although the Services are provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.<\/p>\n<p><strong>Article 8 \u2013 Confidential information <\/strong><\/p>\n<p>During the Term, in connection with this Agreement, each party (a \u201cDisclosing Party\u201d) may disclose to the other party (a \u201cReceiving Party\u201d) confidential or proprietary materials and information of the first party (\u201cConfidential Information\u201d). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as \u201cConfidential\u201d or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the confidential information of the Disclosing Party, will be considered \u201cConfidential Information\u201d; for the avoidance of doubt, the Services, all pricing information and terms of this Agreement, are Confidential Information of Supplier. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this section will not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from the Disclosing Party\u2019s Confidential Information, (c) is disclosed to Receiving Party by a third-party without restriction, or (d) was in the Receiving Party\u2019s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party\u2019s request, Receiving Party will return to Disclosing Party all Disclosing Party\u2019s Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (i) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party\u2019s Confidential Information as the terms of this Agreement and (ii) all Feedback be solely, as between the parties, Confidential Information of Supplier.<\/p>\n<p><strong>Article 9 \u2013 Warranty disclaimer <\/strong><\/p>\n<p>9.1. Each party warrants that: (a) it is a validly existing and duly incorporated company in accordance with respective local laws; (b) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with its the terms of this Agreement; (c) it has taken all necessary corporate action to authorise the creation, execution, delivery and performance of this agreement, and to observe and perform the provisions of this agreement in accordance with their terms; and (d) it has all licences, authorisations, consents, approvals and permits required by applicable Laws in order to perform its obligations under this Agreement.<\/p>\n<p>9.2. Supplier further warrants that during throughout the term of this Agreement, when utilized in accordance with their current User Documentation and under normal use and circumstances, the Services (i) will be provided in a manner consistent with industry best practices and standards applicable to the provision thereof (ii) will operate in material conformance with their User Documentation under normal use and circumstances and (iii) shall be accessible to Customer and its Authorized Users and be adequately functional during the subscription term.<\/p>\n<p>9.3. Customer warrants to Supplier that Customer and\/or Authorized Users (including Affiliates): (i) will refrain from using the Services for posting of information that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking regulations, and (ii) have all necessary approvals and authorizations to convey all licenses to Supplier hereunder.<\/p>\n<p>9.4. Except as set forth in the preceding paragraphs of herein Article 9, Supplier makes no representations or warranties or conditions of any kind concerning the Service, the products or their use, accuracy, function and shall not be liable in any manner for any representation or warranty or condition of any kind. Specifically, Supplier and third parties disclaim all warranties, express, implied, or statutory, regarding the Services, the Software, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact regarding the Portal and the Services shall be deemed a warranty or guarantee for any purpose or give rise to any Supplier\u2019s liability of third parties whatsoever. Customer acknowledges that it relied on no warranties or statements other than as may be set forth herein.<\/p>\n<p><strong>Article 9a \u2013 Limited warranty regarding Registered Media Players<\/strong><\/p>\n<p>Supplier warrants that the Registered Media Players covered by this limited warranty will function properly when used in accordance with normal and customary use of the specific hardware products as intended by Supplier to be used, specifically when used in an ordinary and customary manner and in compliance with all instructions provided by us or the manufacturer, for a period of one year from the date of purchase stated on the Customer\u2019s invoice, subject to all of the terms and conditions of this limited warranty.<\/p>\n<p><strong>Article 10 \u2013 Limitation of Liability <\/strong><\/p>\n<p>TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPPLIER AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CUSTOMER\u2019S ACCESS TO OR USE OF, OR CUSTOMER\u2019S INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUPPLIER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SUPPLIER ENTITIES TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT CUSTOMER HAS PAID TO SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM OR (B) $100.<\/p>\n<p>EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.<\/p>\n<p><strong>Article 11 \u2013 Indemnification <\/strong><\/p>\n<p>Customer will defend, indemnify, and hold Supplier harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys\u2019 fees), arising from or in connection with: (a) Customer\u2019s breach of any laws or regulations (including with respect to privacy); (b) Customer\u2019s or any Authorized User\u2019s use of the services; (c) Customer\u2019s violation of any agreements it has with any Authorized User; and (d) Customer\u2019s misappropriation or infringement of a third party\u2019s intellectual property rights.<\/p>\n<p><strong>Article 12 \u2013 Termination <\/strong><\/p>\n<p>12.1. The term of this Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement (the \u201cTerm\u201d). On the effective date of termination of this Agreement, all then-current subscriptions under the Agreement will also terminate unless otherwise agreed by Supplier and Customer.<\/p>\n<p><strong>Termination for cause<\/strong>\u2013 Either party shall have the right at any time, by giving notice in writing, to terminate this Agreement without liability to the other on the occurrence of any of the following events:<\/p>\n<ol>\n<li>if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within 30 days after receipt of notice to rectify served on the defaulting party by the other party;<\/li>\n<li>if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt;<\/li>\n<li>if Customer engages in illegal activities;<\/li>\n<\/ol>\n<p>12.2. <strong>Termination for Convenience<\/strong>\u2013 Customer may terminate this Agreement at any time for convenience by providing Supplier with 30 days prior written notice.<\/p>\n<p>12.3 <strong>Effect of Termination<\/strong>\u2013 In the event of the expiration or termination of this Agreement for any reason:<\/p>\n<ol>\n<li>all license granted shall immediately terminate;<\/li>\n<li>each party shall return and make no further use of any equipment, property or other\u2019s party\u2019s items.<\/li>\n<li>Supplier may destroy or otherwise dispose of any of the Customer Data in its possession.<\/li>\n<\/ol>\n<p>For Paid Subscription Plan Customers Only:<\/p>\n<ol>\n<li>Customer (if on a paid subscription plan) will pay any amount due prior to Termination<\/li>\n<li>Articles 3, 3A, 6, 7, 8, 10, 11 and 12.3 shall survive the termination of this Agreement.<\/li>\n<\/ol>\n<p>12.4. <strong>No Refund<\/strong>\u2013 Customer acknowledges that should Agreement be terminated for convenience, any pre-paid Fees to Supplier corresponding to the unused Subscription Term are non-refundable<\/p>\n<p>12.5. <strong>Effect of Non-Renewal of paid subscription plan<\/strong>\u2013 Unless (a) Agreement is terminated for cause under Article 12.1. or (b) Customer explicitly instructs otherwise by providing written notice , in the event of Subscription Term non-renewal by the Parties, Customer understands that Services will be downgraded to Standard Free Plan and use and access will be limited and according to Supplier\u2019s Terms of Service as displayed at <a href=\"https:\/\/www.glarish.com\/terms-of-service\">https:\/\/www.glarish.com\/terms-of-service<\/a> and as maybe periodically modified at Supplier\u2019s sole discretion.<\/p>\n<p><strong>Article 13 \u2013 Notices <\/strong><\/p>\n<p>Any notice, request, instruction or other document to be given under this Agreement to any party hereunder shall be in the English language, in writing, and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified on the Customer\u2019s account or, to Supplier at 315 Montgomery Str, 9th Floor San Francisco, CA 94104 \u2013 USA (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Supplier if sent to the Customer\u2019s account email address.<\/p>\n<p><strong>Article 14 \u2013 Modification <\/strong><\/p>\n<p>Supplier reserves the right to change this Agreement on a going-forward basis at any time upon seven days\u2019 notice. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies Customer\u2019s rights or obligations, Supplier may require that Customer accept the modified Agreement in order to continue to use the Services. Customer must accept the modifications to continue accessing or using the Services. If Customer objects to the modifications, its exclusive remedy is to cease any and all access and use of the Services. If the effective date of the modifications is during the term of a Subscription and Customer objects to the modifications, then (as its exclusive remedy) Customer may terminate its affected Subscription upon notice to Supplier, and Supplier will refund to Customer any fees it has pre-paid for use of the Services for the terminated portion of the term of the applicable Subscription. To exercise this right, Customer must provide Supplier with notice of its objection and termination within 30 days after Supplier provides notice of the modifications. Material modifications are effective upon Customer\u2019s acceptance of the modified version of the Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 14, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.<\/p>\n<p><strong>Article 15 \u2013 Entire Agreement <\/strong><\/p>\n<p>It is hereby declared that this Agreement constitutes the entire Agreement and contains the entire understanding between the parties hereto and with respect to the matters referenced to herein. No terms other than those expressly set out herein are deemed to be implied herein. No amendment or modification of this Agreement shall be valid and binding unless made and confirmed in writing or otherwise signed by the parties hereto.<\/p>\n<p><strong>Article 16 \u2013 Severability <\/strong><\/p>\n<p>In the event of any one or more provisions of this Agreement becoming invalid or unenforceable it shall not affect any of the other provisions hereof becoming invalid and unenforceable, and such other provisions shall be deemed to remain in full force and effect.<\/p>\n<p><strong>Article 17 \u2013 Waiver<\/strong><\/p>\n<p>No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this agreement.<\/p>\n<p><strong>Article 18 \u2013 Authentic text <\/strong><\/p>\n<p>The English language text of this Agreement shall be the only authentic text.<\/p>\n<p><strong>Article 19 \u2013 Force Majeure<\/strong><\/p>\n<p>Neither party is liable for any failure or delay in performance due to any cause beyond its control and has no obligation arising out of the abnormal use of any items, site conditions nonconforming to specifications, or any cause external to any item, including but not limited to accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightening, electrical disturbances or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay.<\/p>\n<p><strong>Article 20 \u2013 Assignment <\/strong><\/p>\n<p>Customer may assign or transfer this Agreement in whole or part only with the prior written consent of Supplier, which consent shall not be unreasonably withheld or delayed. Upon written notification, Supplier may assign or transfer this Agreement in whole or part and all or part of the payments to the extent that Supplier\u2019s obligations to Customer are not affected.<br \/>\n<strong>Article 21 \u2013 Conditional Refund &amp; Guarantee <\/strong><br \/>\nThe Conditional Refund &amp; Guarantee policy is described in the extended Refund Policy and may change without notice. Latest update available at The <a href=\"https:\/\/www.glarish.com\/refund-policy\/\">Refund Policy<\/a><\/p>\n<p><strong>Article 22 \u2013 Governing law, Jurisdiction <\/strong><\/p>\n<p>Any dispute arising hereunder shall be exclusively construed in accordance with the laws of the State of California without regard to principles of conflict of laws. For the purpose of this agreement, Customer consents to the personal jurisdiction and venue of the courts located in State of California, without prejudice to the provisions of the DPA, including Article 9 of the DPA. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<div class=\"extra\"><span class=\"page-title\">Terms of Service<\/span> was last modified: <span class=\"updated\"> December 10th, 2020<\/span> by <span class=\"liable-author\"><span class=\"fn\">Glarish<\/span><\/span><\/div>\n<\/article>\n","protected":false},"excerpt":{"rendered":"<p>Last Updated: December 2020 PLEASE READ THESE SOFTWARE AS A SERVICE TERMS AND CONDITIONS (\u201cAgreement\u201d) CAREFULLY BEFORE USING THE SERVICES OFFERED BY GLARISH,INC. (\u201cSUPPLIER\u201d, AS DEFINED BELOW). BY USING THE SERVICES YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY, OR ENTITY FOR &#8230; <a title=\"Term of Service\" class=\"read-more\" href=\"https:\/\/www.glarish.com\/clients\/member-tos-page\/\" aria-label=\"Read more about Term of Service\">Read more<\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-12","page","type-page","status-publish"],"_links":{"self":[{"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/pages\/12","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/comments?post=12"}],"version-history":[{"count":2,"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/pages\/12\/revisions"}],"predecessor-version":[{"id":130,"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/pages\/12\/revisions\/130"}],"wp:attachment":[{"href":"https:\/\/www.glarish.com\/clients\/wp-json\/wp\/v2\/media?parent=12"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}