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Master Subscription Agreement
As part of the Service, NetworkGrader.com will provide you
with use of the Service, including a browser interface and
data encryption, transmission, access, and storage. Your
registration for, or use of, the Service shall be deemed to
be your agreement to abide by this Agreement including any
materials available on the NetworkGrader.com Site
incorporated by reference herein, including but not limited
to NetworkGrader.com's privacy and security policies. For
reference, a Definitions section is included at the end of
this Agreement.
The Service is offered in several editions including:
·
Free
·
Personal
·
Professional
Edition
·
Non-Profit Network
Grader
T
Please see our website
http://www.NetworkGrader.com
for feature
differences between the various editions.
1. Privacy and Security Disclosure:
NetworkGrader.com's privacy and
security policies may be viewed at
http://www.NetworkGrader.com.
NetworkGrader.com reserves the right to modify its privacy
and security policies in its reasonable discretion from time
to time. Individual Users when they initially login will be
asked whether they wish to receive marketing and other
non-critical Service-related communications from
NetworkGrader.com from time to time. They may opt out of
receiving such communications at that time or at any
subsequent time by changing their preference. Note that
because the Service is a hosted, online application,
NetworkGrader.com occasionally may need to notify all Users
of the Service (whether or not they have opted out as
described above) of important announcements regarding the
operation of the Service. If you become a free or paying
customer of the Service, you agree that NetworkGrader.com
may publically disclose the fact that you are a customer and
the edition of the Service that you are using.
2. Subscription Grant and Restrictions:
upon registration and payment,
NetworkGrader.com hereby grants you a non-exclusive,
non-transferable, worldwide subscription to use the Service,
solely for your own internal business purposes.
You may not access the Service if you are a direct
competitor of NetworkGrader.com, except with
NetworkGrader.com's prior written consent. In addition, you
may not access the Service for purposes of monitoring its
availability, performance or functionality, or for any other
benchmarking or competitive purposes.
You shall not
(i)
sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party
the Service or the Content in any way;
(ii)
modify or make derivative works based upon the Service
or the Content;
(iii)
create Internet "links" to the Service or "frame" or
"mirror" any Content on any other server or wireless or
Internet-based device;
(iv)
reverse engineer or access the Service in order to:
a.
build a competitive product or service,
b.
build a product using similar ideas, features, functions, or
graphics of the Service;
c.
copy any ideas, features, functions, or graphics of the
Service. User subscriptions cannot be shared or used by more
than one individual
User but may be reassigned from time to time to new Users
who are replacing former Users who have terminated
employment or otherwise changed job status or function and
no longer use the Service.
You may use the Service only for your internal business
purposes and shall not:
(i)
send spam or otherwise duplicative or unsolicited messages
in violation of applicable laws;
(ii)
send or store infringing, obscene, threatening, libelous, or
otherwise unlawful or tortuous material or violate of
third-party privacy rights;
(iii)
send or store material containing software viruses, worms,
Trojan horses or other harmful computer code, files,
scripts, agents, or programs;
(iv)
interfere with or disrupt the integrity or performance of
the Service or the data contained therein;
(v)
attempt to gain unauthorized access to the Service or its
related systems or networks.
Certain editions of the Service offer integration
capabilities via an application programming interface, or
API. The number of API calls you can make per account is
limited.
3. Your Responsibilities:
You are responsible for all activity occurring under your
User accounts and shall abide by all applicable local,
state, national and foreign laws, treaties, and regulations
in connection with your use of the Service, including those
related to Data privacy, international communications, and
the transmission of technical or personal Data. You shall:
(i)
report to NetworkGrader.com immediately and use reasonable
efforts to stop immediately any copying or distribution of
Content that is known or suspected by you or your Users;
(ii)
notify NetworkGrader.com immediately of any unauthorized use
of any password or account or any other known or suspected
breach of security;
(ii)
not impersonate another NetworkGrader.com User or provide
false identity information to gain access to or use the
Service.
4. Account Information and Data:
NetworkGrader.com does not own
customer data, information, or material that you submit to
the Service in the course of using the Service ("Customer
Data"). You
shall have sole responsibility for the accuracy, quality,
integrity, legality, reliability, and appropriateness of all
Customer Data. NetworkGrader.com shall not be responsible or
liable for the deletion, correction, destruction, damage,
loss, or failure to store any Customer Data.
Customer Data stored on the NetworkGrader.com service may be
used by NetworkGrader.com for the purposes of research,
developing general benchmarks, and service optimization and
you hereby grant NetworkGrader.com such use, except that
Customer Data must be used anonymously and conglomerated
with other data such that Customer Data can no longer be
identified as Customer Data in any presentation (“Network
Data”). Network
Data use may include but is not limited to monitoring usage
patterns and the application of functionality and features.
In the event this Agreement is terminated (other than by
reason of your breach), NetworkGrader.com will make
available to you a file of the Customer Data within 30 days
of termination if you so request at the time of termination.
NetworkGrader.com reserves the right to withhold, remove,
and/or discard Customer Data without notice for any breach,
including, without limitation, your non-payment. Upon
termination for cause, your right to access or use Customer
Data immediately ceases, and NetworkGrader.com shall have no
obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership:
NetworkGrader.com
alone shall own
all right, title, and interest, including all related
Intellectual Property Rights, in and to the
NetworkGrader.com Technology, the Content and the Service,
and any suggestions, ideas, enhancement requests, feedback,
recommendations or other information provided by you or any
other party relating to the Service. This includes all
Network Data collected for the sole, exclusive, and
anonymous use by NetworkGrader.com for the purposes of
research, developing general benchmarks, and service
optimization. . This Agreement is not a sale and does not
convey to you any rights of ownership in or related to the
Service, the NetworkGrader.com Technology, or the
Intellectual Property Rights owned by NetworkGrader.com. The
NetworkGrader.com name, the NetworkGrader.com logo, and the
product names associated with the Service are trademarks of
NetworkGrader.com or third parties, and no right or
subscription is granted to use them.
6. Third-Party Interactions:
During
use of the Service, you may enter
into correspondence with, purchase goods and/or services
from, or participate in promotions of advertisers or
sponsors showing their goods and/or services through the
Service. Any such activity, and any terms, conditions,
warranties, or representations associated with such
activity, are solely between you and the applicable third
party. NetworkGrader.com and its licensors shall have no
liability, obligation or responsibility for any such
correspondence, purchase, or promotion between you and any
such third party. NetworkGrader.com does not endorse any
sites on the Internet that are linked through the Service.
NetworkGrader.com provides these links to you only as a
matter of convenience, and in no event shall
NetworkGrader.com or its licensors be responsible for any
content, products, or other materials on or available from
such sites. NetworkGrader.com provides the Service to you
pursuant to the terms and conditions of this Agreement. You
recognize, however, that certain third-party providers of
ancillary software, hardware, or services may require your
agreement to additional or different subscription or other
terms prior to your use of or access to such software,
hardware, or services.
7. Charges and Payment of Fees:
You shall pay all fees or charges to
your account in accordance with the fees, charges, and
billing terms in effect at the time a fee or charge is due
and payable. The initial charges providing subscription
privileges shall be equal to the current number of total
User subscriptions requested times the user subscription fee
currently in effect. Payments must be made in advance
through the online order form. All payment obligations are
non-cancelable and all amounts paid are nonrefundable. You
are responsible for paying for all User subscriptions
ordered for the entire Subscription Term, whether or not
such User subscriptions are actively used. You must provide
NetworkGrader.com with a valid credit card or approved
purchase order as a condition to signing up for the Service.
An authorized Subscription Administrator may add
subscriptions using the online order form. Added subscriptions will be
subject to the following:
(i)
added subscriptions will be coterminous with the preexisting
Subscription Term (either Initial Term or renewal term);
(iii)
the subscription fee for the added subscriptions will be the
then current, generally applicable subscription fee; and
(iv)
subscriptions added in the middle of a billing month will be
charged in full for that billing month.
NetworkGrader.com reserves the right to modify its fees and
charges and to introduce new charges at any time, upon at
least 30 days prior notice to you, which notice may be
provided by e-mail. All pricing terms are confidential, and
you agree not to disclose them to any third party.
8. Excess Data Storage Fees:
The
maximum disk storage space provided
to you at no additional charge is 100 MB per User
subscription for Network Grader Professional Edition. If the
amount of disk storage required exceeds these limits, you
will be charged the then-current storage fees for additional
storage in 100 MB increments. NetworkGrader.com will use
reasonable efforts to notify you when the average storage
used per subscription reaches approximately 70% of the
maximum; however, any failure by NetworkGrader.com to notify
you shall not affect your responsibility for such additional
storage charges. NetworkGrader.com reserves the right to
establish or modify its general practices and limits
relating to storage of Customer Data.
9. Billing and Renewal:
NetworkGrader.com charges and collects in advance for
use of the Service. NetworkGrader.com will automatically
renew and bill your credit card to you each cycle of the
subsequent anniversary or as otherwise mutually agreed upon.
The renewal charge will be equal to the then-current number
of total User subscriptions times the subscription fee in
effect during the prior term, unless NetworkGrader.com has
given you at least 30 days prior written notice of a fee
increase, which shall be effective upon renewal and
thereafter. Fees for other services will be charged on an
as-quoted basis. NetworkGrader.com's fees are exclusive of
all taxes, levies, or duties imposed by taxing authorities,
and you shall be responsible for payment of all such taxes,
levies, or duties, excluding only United States (federal or
state) taxes based solely on NetworkGrader.com's income.
You agree to provide NetworkGrader.com with complete and
accurate billing and contact information. This information
includes your legal company name, street address, e-mail
address, and name and telephone number of an authorized
billing contact and Subscription Administrator. You agree to
update this information within 30 days of any change to it.
If the contact information you have provided is false or
fraudulent, NetworkGrader.com reserves the right to
terminate your access to the Service in addition to any
other legal remedies.
Unless NetworkGrader.com in its discretion determines
otherwise subscriptions shall be billed in U.S. dollars and
subject to U.S. payment terms and pricing schemes.
If you believe your bill is incorrect, you must contact us
in writing within 60 days of the invoice date of the invoice
containing the amount in question to be eligible to receive
an adjustment or credit.
10. Non-Payment and Suspension:
In
addition to any other rights granted to
NetworkGrader.com herein, NetworkGrader.com reserves the
right to suspend or terminate this Agreement and your access
to the Service at the end of any term if the User fails to
renew the subscription or
if the account otherwise becomes delinquent (falls
into arrears).
NetworkGrader.com reserves the right to impose a
reconnection fee in the event you are suspended and
thereafter request access to the Service. You agree and
acknowledge that NetworkGrader.com has no obligation to
retain Customer Data and that such Customer Data may be
irretrievably deleted if your account is 30 days or more
delinquent.
11. Termination upon Expiration/Reduction in Number
of Subscriptions:
This
Agreement commences on the Effective Date. For all editions,
the Initial Term will be as you elect during the online
subscription process. Upon the expiration of the Initial Term, this
Agreement will automatically renew for successive renewal
terms equal in duration to the Initial Term at
NetworkGrader.com's then current fees. Either party may
terminate this Agreement or reduce the number of
subscriptions, effective only upon the expiration of the
then current Subscription Term, by notifying the other party
in writing at least five (5) business days prior to the date
of the invoice for the following term. In the case of free
trials, notifications provided through the Service
indicating the remaining number of days in the free trial
shall constitute notice of termination. In the event this
Agreement is terminated (other than by reason of your
breach), NetworkGrader.com will make available to you a file
of the Customer Data within 30 days of termination if you so
request at the time of termination. You agree and
acknowledge that NetworkGrader.com has no obligation to
retain the Customer Data, and may delete such Customer Data,
more than 30 days after termination.
12. Termination for Cause:
Any breach of your payment obligations or
unauthorized use of the NetworkGrader.com Technology or
Service will be deemed a material breach of this Agreement.
NetworkGrader.com, in its sole discretion, may terminate
your password, account or use of the Service if you breach
or otherwise fail to comply with this Agreement. In
addition, NetworkGrader.com may terminate a free account at
any time in its sole discretion. You agree and acknowledge
that NetworkGrader.com has no obligation to retain the
Customer Data, and may delete such Customer Data, if you
have materially breached this Agreement, including but not
limited to failure to pay outstanding fees, and such breach
has not been cured within 30 days of notice of such breach.
13. Representations and Warranties:
Each party represents and warrants that
it has the legal power and authority to enter into this
Agreement. NetworkGrader.com represents and warrants that it
will provide the Service in a manner consistent with general
industry standards reasonably applicable to the provision
thereof and that the Service will perform substantially in
accordance with the online NetworkGrader.com help
documentation under normal use and circumstances. You
represent and warrant that you have not falsely identified
yourself nor provided any false information to gain access
to the Service and that your billing information is correct.
14. Mutual Indemnification:
You
shall indemnify and hold NetworkGrader.com,
its licensors and each such party's parent organizations,
subsidiaries, affiliates, officers, directors, employees,
attorneys and agents harmless from and against any and all
claims, costs, damages, losses, liabilities and expenses
(including attorneys' fees and costs) arising out of or in
connection with:
(i)
a claim alleging that use of the Customer Data infringes the
rights of, or has caused harm to, a third party;
(ii)
a claim, which if true, would constitute a violation by you
of your representations and warranties; or
(iii)
a claim arising from the breach by you or your Users of this
Agreement, provided in any such case that NetworkGrader.com
(a)
gives written notice of the claim promptly to you;
(b)
gives you sole control of the defense and settlement of the
claim (provided that you may not settle or defend any claim
unless you unconditionally release NetworkGrader.com of all
liability and such settlement does not affect
NetworkGrader.com's business or Service);
(c)
provides to you all available information and assistance;
and
(d)
has not compromised or settled such claim.
NetworkGrader.com shall indemnify and hold you and your
parent organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with:
(i)
a claim alleging that the Service directly infringes a
copyright, a U.S. patent issued as of the Effective Date, or
a trademark of a third party;
(ii)
a claim, which if true, would constitute a violation by
NetworkGrader.com of its representations or warranties; or
(iii)
a claim arising from breach of this Agreement by
NetworkGrader.com; provided that you
a.
promptly give written notice of the claim to
NetworkGrader.com;
b.
give NetworkGrader.com sole control of the defense and
settlement of the claim (provided that NetworkGrader.com may
not settle or defend any claim unless it unconditionally
releases you of all liability);
c.
provide to NetworkGrader.com all available information and
assistance; and
d.
have not compromised or settled such claim.
NetworkGrader.com shall have no indemnification obligation,
and you shall indemnify NetworkGrader.com pursuant to this
Agreement, for claims arising from any infringement arising
from the combination of the Service with any of your
products, service, hardware or business process(s).
15. Disclaimer of Warranties:
NetworkGrader.com
AND ITS LICENSORS MAKE NO
REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.
NETWORKGRADER.COM AND ITS LICENSORS DO NOT REPRESENT OR
WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE,
TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN
COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR
DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR
RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR
(F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON
AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE
HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY NETWORKGRADER.COM AND ITS LICENSORS.
16. Internet Delays:
NETWORKGRADER.COM'S
SERVICES MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE
OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
NETWORKGRADER.COM IS NOT RESPONSIBLE FOR ANY DELAYS,
DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
PROBLEMS.
17. Limitation of Liability:
IN
NO EVENT SHALL EITHER PARTY'S AGGREGATE
LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE
FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT
SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE
FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND
(INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER
ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR
INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED
FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY,
ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN
IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
18. Additional Rights:
Certain states and/or jurisdictions do not allow the
exclusion of implied warranties or limitation of liability
for incidental, consequential or certain other types of
damages, so the exclusions set forth above may not apply to
you.
19. Local Laws and Export Control:
This
site provides services and uses
software and technology that may be subject to United States
export controls administered by the U.S. Department of
Commerce, the United States Department of Treasury Office of
Foreign Assets Control, and other U.S. agencies. The User of
this site ("User") acknowledges and agrees that the site
shall not be used, and none of the underlying information,
software, or technology may be transferred or otherwise
exported or re-exported to countries as to which the United
States or to or by a national or resident thereof, or any
person or entity on the U.S. Department of Treasury's List
of Specially Designated Nationals or the U.S. Department of
Commerce's Table of Denial Orders (collectively, "Designated
Nationals"). The lists of Embargoed Countries and Designated
Nationals are subject to change without notice. By using the
Service, you represent and warrant that you are not located
in, under the control of, or a national or resident of an
Embargoed Country or Designated National. You agree to
comply strictly with all U.S. and European Union export laws
and assume sole responsibility for obtaining subscriptions
to export or re-export as may be required.
This site may use encryption technology that is subject to
licensing requirements under the U.S. Export Administration
Regulations, 15 C.F.R. Parts 730-774 and Council Regulation
(EC) No. 1334/2000
NetworkGrader.com and its licensors make no representation
that the Service is appropriate or available for use in
other locations. If you use the Service from outside the
United States of America you are solely responsible for
compliance with all applicable laws, including without
limitation export and import regulations of other countries.
Any diversion of the Content contrary to United States law
is prohibited. None of the Content, nor any information
acquired through the use of the Service, is or will be used
for nuclear activities, chemical or biological weapons, or
missile projects, unless specifically authorized by the
United States government.
20. Notice:
NetworkGrader.com
may give notice by means of a general notice on
the Service, electronic mail to your e-mail address on
record in NetworkGrader.com's account information, or by
written communication sent by first class mail or pre-paid
post to your address on record in NetworkGrader.com's
account information. Such notice shall be deemed to have
been given upon the expiration of 48 hours after mailing or
posting (if sent by first class mail or pre-paid post) or 12
hours after sending (if sent by e-mail). You may give notice
to NetworkGrader.com (such notice shall be deemed given when
received by NetworkGrader.com) at any time by either of the
following: letter sent by confirmed facsimile to
NetworkGrader.com at the following fax number: 415.373.3823;
or letter delivered by nationally recognized overnight
delivery service or first class postage prepaid mail to
NetworkGrader.com at the following address:
Network Grader, LLC
http://NetworkGrader.com/contact
In either case, correspondence is addressed to the attention
of: Chief Financial Officer.
21. Modification to Terms:
NetworkGrader.com
reserves the right to modify the
terms and conditions of this Agreement or its policies
relating to the Service at any time, effective upon posting
of an updated version of this Agreement on the Service. You
are responsible for regularly reviewing this Agreement.
Continued use of the Service after any such changes shall
constitute your consent to such changes.
22. Assignment: Change in Control:
This
Agreement may not be assigned by you
without the prior written approval of NetworkGrader.com but
may be assigned without your consent by NetworkGrader.com to
(i)
a parent or subsidiary,
(ii)
an acquirer of assets,
(i)
a successor by merger.
Any purported assignment in violation of this section shall
be void. Any actual or proposed change in control of you
that results or would result in a direct competitor of
NetworkGrader.com directly or indirectly owning or
controlling 50% or more of you shall entitle
NetworkGrader.com to terminate this Agreement for cause
immediately upon written notice.
23. General:
With
respect to Customers located in North, Central, or South
America (including the Caribbean), this Agreement shall be
governed by California law and controlling United States
federal law, without regard to the choice or conflicts of
law provisions of any jurisdiction, and any disputes,
actions, claims, or causes of action arising out of or in
connection with this Agreement or the Service shall be
subject to the exclusive jurisdiction of the state and
federal courts located in San Francisco, California. No text
or information set forth on any other purchase order,
preprinted form or document shall add to or vary the terms and conditions of
this Agreement. If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as
nearly as possible, to reflect the intentions of the invalid
or unenforceable provision(s), with all other provisions
remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists
between you and NetworkGrader.com as a result of this
Agreement or use of the Service. The failure of
NetworkGrader.com to enforce any right or provision in this
Agreement shall not constitute a waiver of such right or
provision unless acknowledged and agreed to by
NetworkGrader.com in writing. This Agreement comprises the entire Agreement
between you and NetworkGrader.com and supersedes all prior
or contemporaneous negotiations, discussions, or agreements,
whether written or oral, between the parties regarding the
subject matter contained herein. 24. Definitions: As used in this Agreement now or hereafter associated herewith: "Agreement" means these online Terms of Use whether written or submitted online and any materials available on the NetworkGrader.com Site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by NetworkGrader.com from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any Data, information, or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable order; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Subscription Administrator(s)" means those Users designated by you who are authorized to purchase subscriptions online using the Online order form to create User accounts and otherwise administer your use of the Service; "Subscription Term(s)" means the period(s) during which a specified number of Users are subscribed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of subscriptions and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form is incorporated into and a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means NetworkGrader.com's online application that allows the Subscription Administrator designated by you to, among other things, add additional Users to the Service; "NetworkGrader.com" means collectively Network Grader, LLC a Delaware corporation, having its principal place of business at NetworkGrader.com, 1170 Hamilton Court, Menlo Park, CA 94025 USA, t: 415.336.3590, f: 415.373.3823, info@networkgrader.com.
"NetworkGrader.com Technology"
means all of NetworkGrader.com's proprietary technology
(including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs,
and other tangible or intangible technical material or
information) made available to you by NetworkGrader.com in
providing the Service; "Service(s)" means the specific
edition of NetworkGrader.com's online customer relationship
management, billing, data analysis, or other corporate ERP
services identified during the ordering process, developed,
operated, and maintained by NetworkGrader.com, accessible
via
http://www.NetworkGrader.com
or another designated website or IP address, or ancillary
online or offline products and services provided to you by
NetworkGrader.com, to which you are being granted access
under this Agreement
and the Content; "User(s)" means your employees,
representatives, consultants, contractors, or agents who are
authorized to use the Service and have been supplied User
identifications and passwords by you (or by NetworkGrader.com at your request).
Questions or Additional Information:
Questions
regarding this Statement or the practices of this Site
should be directed to NetworkGrader.com's Security
Administrator by e-mailing such questions to us:
Our contact information can be found here -
http://NetworkGrader.com/contact
or by regular mail addressed to –
Network Grader, LLC |
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