SILK 360 SOFTWARE AS A SERVICE (“360 SaaS”)
Thank you for selecting the Services offered by Silk Software Corp. and/or its subsidiaries and affiliates (referred to as “Silk”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Silk. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the Silk 360 Software as a Service (“360 SaaS”) provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:
- Silk’s Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Silk 360 Software as a Service (“360 SaaS”). Silk reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Silk grants to you a limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any unauthorized third party.
- Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
- Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply, unless Silk or its vendor(s) notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
Payments will be billed to you by Silk and/or its vendor(s) in U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
You must pay with one of the following:
- A valid credit card acceptable to Silk and/or its vendor(s);
- A valid debit card acceptable to Silk and/or its vendor(s);
- In countries where accepted by Silk, sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
- By another payment option Silk and/or its vendor(s) provides to you in writing.
If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, Silk and/or its vendor(s) may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
Silk and/or its vendor(s) will automatically renew your monthly, quarterly, or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
Additional cancellation or renewal terms may be provided to you on the website for the Services.
All authorized refunds will be made in the original form of payment to Silk or its vendor(s).
4. YOUR PERSONAL INFORMATION
You can view Silk’s Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Silk Privacy Statement, and any changes published by Silk. You agree that Silk may use and maintain your data according to the Silk Privacy Statement, as part of the Services. You give Silk permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Silk services. For example, this means that Silk may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Silk is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
5.1 You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Services. Archive your Content frequently. You grant Silk a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Silk is not responsible for the Content or data you submit through the Services.
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Except as permitted by SILK in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
5.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. SILK does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which SILK is not responsible.
5.3 SILK may freely use feedback you provide. You agree that SILK may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant SILK a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to SILK in any way.
5.4 SILK may monitor your Content. SILK may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect SILK or its customers, or operate the Services properly. SILK, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
6.1 SILK does not give professional advice. Unless specifically included with the Services, SILK is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
6.2 We may tell you about other SILK Online Services. You may be offered other services, products, or promotions by SILK (“Add-on Services”). Additional terms and conditions and fees may apply. With some Add-on Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant SILK permission to use information about your business and experience to help us to provide the Add-on Services to you and to enhance the Services. You grant SILK permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant SILK permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
6.3 Communications. SILK may be required by law to send you communications about the Services or Third Party Products. You agree that SILK may send these communications to you via email or by posting them on our websites.
6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact SILK if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
7. DISCLAIMER OF WARRANTIES
7.1 Your use of the services and content is entirely at your own risk. except as described in this agreement, the services are provided “as is.” to the maximum extent permitted by applicable law, SILK, its affiliates, and its third party providers, licencors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in or linked to the services. SILK and its affiliates and suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner.
7.2 SILK, its affiliates and suppliers disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations. You are solely responsible for ensuring that your use of the services is in accordance with applicable law. Notwithstanding the foregoing, no provision of this agreement shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by the applicable laws of the State of California and for the avoidance of doubt SILK does not exclude liability for: (i) death or personal injury caused by its negligence or the negligence of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be lawfully excluded by contractual agreement of the parties.
8. LIMITATION OF LIABILITY AND INDEMNITY
To the maximum extent permitted by applicable law, the entire liability of SILK, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the twelve (12) months prior to such claim. Subject to applicable law, SILK, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet SILK systems requirements. The above limitations apply even if SILK and its affiliates and suppliers have been advised of the possibility of such damages. this agreement sets forth the entire liability of SILK, its affiliates and your exclusive remedy with respect to the services and its use.
You agree to indemnify and hold SILK and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). SILK reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to cooperate as requested by SILK in the defense of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
SILK may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect SILK’s rights to any payments due to it. SILK may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.
11. EXPORT RESTRICTIONS
You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
12. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by the laws of the State of Delaware, without giving effect to provisions related to choice of laws or conflict of laws. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of SILK’s or its Suppliers’ intellectual property rights may cause SILK irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that SILK shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect SILK’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of the State of California and you agree that you will procure that any third party making a claim against SILK arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
SILK does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. SILK prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement, including the Additional Terms below, is the entire agreement between you and SILK and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of SILK.
However, SILK may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by SILK or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact SILK via an email to: info@SilkSoftware.com.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by SILK are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.
SILK 360 Software as a Service (“360 SaaS”) Supplemental Agreement and Terms of Service
Thank you for selecting SILK 360 Software as a Service (“360 SaaS”). This license agreement in addition to the SILK Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and Silk Software Corp. and/or its subsidiaries and affiliates (“SILK”, “we”, “our” or “us”).
By selecting “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person selecting “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to SILK that he/she has full power and authority to enter into this Agreement on your behalf.
If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not select “ACCEPT,” and may not access or otherwise use the SILK 360 Saas.
The SILK 360 Saas is licensed on a monthly or yearly subscription basis, as selected by you or your agent.
a. Additional Payment Terms
- Under this agreement, the payment processing services for goods and/or services purchased on this website are provided by Paypal on behalf of SILK.
- These terms are an agreement between you and SILK and goods and/or services will be delivered by SILK directly.
2. TRIAL VERSION AND BETA FEATURES
If you registered for a trial use of the SILK 360 Software as a Service (“360 SaaS”) (“Trial Period”), you must decide to purchase a license to the SILK 360 SaaS, at the current rate, within the Trial Period in order to retain any Content that you have entered through the SILK 360 SaaS, created within the data file, posted or uploaded during the Trial Period. If you do not purchase a license to the SILK 360 SaaS by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the SILK 360 SaaS during the trial period, if you decide not to purchase the license to the full version of the SILK 360 SaaS, you will not be able to access or retrieve any of the data you added or created with the Services during the trial.
From time to time, SILK may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the SILK 360 SaaS for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and SILK is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device.
You acknowledge and agree that all use of the Beta Features is at your sole risk.
3. PERMITTED DISCLOSURES AND USE OF DATA
You acknowledge and agree that in order to provide you with access to and use of the SILK 360 SaaS, SILK may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by SILK to effectuate such replacement. Any other person You identified as an authorized user of the SILK 360 SaaS will have access to the account data subject to the access permissions you or the system administrator assigned to them.
4. ACCESS TO YOUR eCommerce Platform DATA
4.1 General. In connection with your use of SILK 360 SaaS and as part of the functionality of certain versions of SILK 360 SaaS, you may be required to access your eCommerce Platform, including your account access username(s) password(s), login information, and any other security or access information used to access your eCommerce platform(s) (collectively, your “eCommerce Platform Login”) and the data made available by the eCommerce platform(s) with such data, which may include orders, invoices, customers, shipping address and any other data required by SILK 360 SaaS. (collectively, your “eCommerce Platform Data”). SILK 360 SaaS is designed to allow you to access and download your eCommerce Platform Data through the SILK 360 SaaS eCommerce application to allow access to your eCommerce platform(s) using your eCommerce Login, to allow SILK 360 SaaS to download and use your eCommerce Platform Data, and to allow SILK 360 SaaS to aggregate and combine your eCommerce Platform Data with other data. If you lose or forget your user name or password, it will be necessary for you to return to the appropriate eCommerce Platform if you have any problems with respect to that user name or password.
You acknowledge and agree that except as set forth in this Agreement, SILK 360 SaaS has no control over your eCommerce Platform Data and no control over the access to your eCommerce Platform Login, does not guarantee that you will be able to use SILK 360 SaaS with your eCommerce Platform, and will have no liability whatsoever for any actions or inactions on the part of the eCommerce Platform(s) resulting in your inability to use SILK 360 SaaS to access your accounts, obtain data, download transactions, or otherwise use or access your eCommerce Platform Data, or otherwise use or access your eCommerce Platform Data.
4.2 Collection of eCommerce Platform Login and eCommerce Platform Data. By agreeing to these terms and conditions, you:
4.2.1 acknowledge that in accessing your eCommerce Platform(s) through SILK 360 SaaS, your eCommerce Platform Login and eCommerce Platform Data may be collected, converted, stored in encrypted form and used by SILK 360 SaaS for the purpose of providing the SILK 360 SaaS eCommerce application;
4.2.2 authorize SILK 360 SaaS to (i) collect and store in encrypted form your eCommerce Platform Login, (ii) access the eCommerce Platform(s)’ websites using your eCommerce Platform Login, from time to time; (iii) download and store your eCommerce Platform Data; (iv) reformat and manipulate your eCommerce Platform Data; (v) create and provide hypertext links to your eCommerce Platform(s) data; (vi) enhance the type of data and services we can provide to you in the future, and (vii) take such other actions as are reasonably necessary to perform the actions described in this Agreement as it relates to your use of SILK 360 SaaS;
4.2.3 hereby represent that the eCommerce Platform(s)’ account(s) and eCommerce Platform Login belong to you, you have the right to use the eCommerce Platform Login and eCommerce Platform Data as set out above and that you have the authority to appoint, and hereby expressly do appoint, SILK 360 SaaS as your agent with all necessary power and authority to use your eCommerce Platform Data and to access and retrieve your eCommerce Platform Data, as described above, on your behalf;
4.2.4 acknowledge that SILK 360 SaaS does not review your eCommerce Platform Data and agree that SILK 360 SaaS is not responsible for its completeness or accuracy;
4.2.5 acknowledge that any transactions or informational activities performed through the eCommerce Platform(s)’ and SILK 360 SaaS assumes no responsibility for any such transactions or activities; and
4.2.6 acknowledge that you are solely responsible for any charges, fees or costs associated with your eCommerce Platform(s) when accessed through SILK 360 SaaS or by you.
4.3 Information from eCommerce Platform(s) Websites. You acknowledge that (i) some eCommerce Platform(s) may not permit SILK 360 SaaS or other third parties to have access to eCommerce Login Data or to allow SILK 360 SaaS to access your eCommerce Platform Data; (ii) eCommerce Platform(s) may make changes to their websites, with or without notice to you or SILK 360 SaaS, that may affect the overall performance of SILK 360 SaaS and prevent or delay aggregation of data from such websites; and (iii) SILK 360 SaaS refreshes your SILK 360 SaaS account data by collecting the eCommerce Platform Data automatically or manually (depending on your eCommerce Platform(s) or any changes by you that may require an update), so your most recent eCommerce Platform Data may not always be reflected through SILK 360 SaaS. If you see a discrepancy in your SILK 360 SaaS account data as compared to your eCommerce Platform Data, and in any case before making any decisions based on such data presented in SILK 360 SaaS, you should check the last refresh date for your eCommerce Platform(s) and confirm the accuracy of the SILK 360 SaaS account data against your eCommerce Platform data and manually update such data as necessary.
5. ONLINE DATA TRANSFER (NOT APPLICABLE TO VERSIONS THAT DO NOT INCLUDE ACCESS TO THE ONLINE DATA TRANSFER FEATURE)
6. SILK 360 SAAS USE, STORAGE AND ACCESS
SILK shall have the right, in its sole discretion and with reasonable notice posted on the SILK 360 SaaS site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the SILK 360 SaaS and establish or change limits concerning use of the SILK 360 SaaS, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the SILK 360 SaaS at any time, (ii) the number of times (and the maximum duration for which) you may access the SILK 360 SaaS in a given period of time, iii) the number of users you have on the SILK 360 SaaS at any time, iv) the GMV of transaction you have on the SILK 360 SaaS in a given period of time, and v) the number of transaction you have on the SILK 360 SaaS in a given period of time.
SILK reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the SILK 360 SaaS to which such changes relate. Your continued use of the SILK 360 SaaS will constitute your acceptance of and agreement to such changes. SILK may, from time to time, perform maintenance upon the SILK 360 SaaS resulting in interrupted service, delays or errors in the SILK 360 SaaS. SILK will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
Upon cancellation you will be able to access the SILK 360 SaaS only through the end of the subscription term, as specified in the product or product program pages. After the subscription term ends, you will not have any access to the SILK 360 SaaS. There are no refunds upon cancellation. Please follow product instructions to cancel your account.
8. SOCIAL MEDIA SITES
9. THIRD PARTY PRODUCTS AND SERVICES
SILK may tell you about third party products or services, including via the SILK 360 SaaS. SILK may offer products and services on behalf of third parties who are not affiliated with SILK (“Third Party Products”) and/or provide access or links to third party websites (“Third Party Sites”). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. SILK is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with SILK in any way. You agree that the third parties, and not SILK, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. SILK will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.
You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of SILK or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.
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