TERMS AND CONDITIONS OF USE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (the “TERMS”) CAREFULLY BEFORE USING SCALIT SERVICES. THE USE OF ANY SCALIT SERVICES WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS.
This agreement (the “Agreement”) made as of the date of acceptance, is between ScalIT, INC. (“ScalIT”), a Connecticut Corporation with offices and a principal place of business located in West Hartford, Connecticut, and the entity that is bound by the terms hereof and agrees to abide by this Agreement in consideration of receiving services from ScalIT (“you”). This Agreement governs your use of the ScalIT suite of services to which you are subscribed, including any updates or upgrades that may be provided to you. If you are accepting on behalf of your employer, you represent and warrant that: (a) you have full legal authority to bind your employer to these terms and conditions; (b) you have read and understand this Agreement; and (c) you agree, on behalf of the entity that you represent, to all of the terms of this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below. This Agreement governs your access to and use of the Service, and is effective upon signing up for the ScalIT services or clicking “I Accept” below and remains in effect until you account is terminated as set forth herein.
ScalIT provides a variety of services which can help your business technology run smoothly and integrate your various data management and networking needs seamlessly without the need for expensive hardware or software. ScalIT services can increase your business’s ability to manage data, facilitate collaboration among coworkers and locations and allow your business all of the advantages of a hard wired network without expending the initial cost of equipment or time and resources for upkeep. Services include document management, file management, email client, group calendaring, intranet portal and interface, chat client, organizer, customer relationship management application and intranet maintenance services (“Services”). You may connect to ScalIT and use the Services using any Internet browser, however you are responsible for accessing the Internet and must have the necessary equipment to use the Services. You must also provide your own antivirus and firewall on local computers, and any other necessary security applications. You can create and edit content using the ScalIT Services and can publish and share such content.
SUBSCRIPTION TO BETA SERVICE
We may offer certain Services as beta services (“Beta Services”) for the purpose of testing and evaluation at a discounted price. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. If you participate in Beta testing for us, you will be under no obligation to purchase any services as a result of your subscription to any Beta Service. We may discontinue, in full or part, temporarily or permanently, any of the Beta Services at any time with or without notice to you. ScalIT will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
CHANGES TO THE SERVICES AND TERMS AND CONDITIONS
ScalIT may update or change these Terms from time to time. You can review the most current version of the Terms at any time at . If ScalIT makes a change to the Terms, it will post the revised Terms on its website at the link as herein noted. You understand and agree that your continued use of the Services after the Terms have been changed constitutes your acceptance of all revised Terms and Conditions.
ScalIT may make commercially reasonable changes to these Terms and conditions at any time and will use commercially reasonable efforts to notify you of the changes. These changes may include, without limitation, changes and possible increases in fees for the Services. You will be provided notice of any such change via the email address you have provided or by a posting of the changes on the website http://www.scalit.com/privacy-and-service-agreements/scalit-terms-of-use-and-service-agreement/ . You will be provided the option to terminate your use of the Services if the Terms and Conditions are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after notice of any change to the Terms will be deemed to be your agreement to the amended Terms.
You acknowledge and agree that ScalIT may occasionally send you communications regarding your account or the Services via email. You have or will provide a working email address to ScalIT, and inform ScalIT of any changes to your email address.
ACCOUNTS, PASSWORDS, AND SECURITY
You must be a registered user to access the Service. You are responsible for keeping the passwords of your employees, agents and any other users secure. You will be solely responsible and liable for any activity that occurs under your account. If any of your employees or authorized users loss their password, they may not be able to access their data.
ACCEPTABLE USE AND CONDUCT
You are solely responsible for your conduct and your data related to ScalIT Services. You agree to indemnify, defend, and hold harmless ScalIT from any and all loss, cost damages, liability, and expenses arising from or related to your data, your use of the Services, or your violation of these terms.
The Services are made available to you only for internal use within your business, which use must be in compliance with all applicable laws and regulations and must not infringe or violate third party rights.
Any unauthorized use of any ScalIT Services is a violation of this Agreement and may constitute a violation of federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
DATA OWNERSHIP AND TRANSFER
You own the content created or stored by you with ScalIT. Unless otherwise specified by you, you do not grant ScalIT a license to use, reproduce, adapt, modify, publish or distribute your data or content created or stored by you with ScalIT for its commercial, marketing or any similar purpose.
As part of providing the Services, however, data belonging to your business will necessarily be transferred to servers owned, operated or utilized by ScalIT. You understand that the technical processing of information necessary for providing services to you may involve accessing, copying, distributing, reformatting, and transmitting your data over various networks and making changes to conform and adapt to technical requirements of connecting networks or devices and grant ScalIT permission to perform all said actions. By using the Services, you consent to the transfer, processing and storage of data by ScalIT.
You acknowledge that ScalIT or third parties own all right, title and interest in and to the Services, portions thereof, or software or content provided through or in conjunction with the Service, including without limitation all intellectual property rights. All rights in and to the Service are reserved, and no implied licenses are granted by ScalIT except as may be required for limited use of the Services.
ScalIT, the ScalIT logo, the names of individual ScalIT Services and their logos are trademarks of ScalIT, Inc. You agree not to display or use, in any manner, the ScalIT trademarks, without prior permission of ScalIT.
If at any time ScalIT believes the Services infringe on a third party’s intellectual property rights, then ScalIT will use reasonable efforts to obtain the right to continue using the Services, provide a non-infringing functionally equivalent replacement, or modify the Services so that they no longer infringe. If, in the opinion of ScalIT personnel in charge of intellectual property rights the foregoing options are not commercially reasonable, then ScalIT may suspend or terminate the infringing Services.
NO RESALE OF SERVICE
You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Services (or any part thereof) for any purpose.
You agree to pay all fees and charges specified when you signed up for the Service and any part thereof. All fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of the Service, including future taxes resulting from changes in the tax laws.
Fees and Payments
Services are provided on a monthly basis, payable in advance each month. A security deposit equal to one full month’s fees will be required to begin Services, which be applied to your account in order to temporarily continue Services in the event of nonpayment. The security deposit will periodically be adjusted to reflect changes in your monthly fee, for example, changes in the number of your employees/ScalIT users. You will be charged on the first of each month unless you inform us that you do not wish to continue the Services. The monthly fee can be paid by check or credit card, (or by automatic monthly charge to credit card). If you do not wish to continue the Services, you agree to inform us at least seven days prior to the end of the month. A $100.00 reconnect fee may apply to restart Services on all accounts that have been disconnected for nonpayment. A deposit equal to one full month’s fees will be required to reinstate Services after default.
CHANGES IN PRICE
ScalIT may at any time, upon notice required by applicable law, change the price of the Services or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your subscription term will apply to subsequent subscription terms and to all new subscribers after the effective date of the change. If you do not agree to any such price change, then you must cancel your account and stop using the Services. Your continued use of ScalIT Services after the effective date of any such change shall constitute your acceptance of such change.
SUSPENSION AND TERMINATION
ScalIT will use commercially reasonable efforts to notify you of a suspension or discontinuance of the Service that is not a result of your breach of the terms hereof, by either sending an email to the email address you provide with your registration or by a posting on the ScalIT website. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the cause of the suspension or termination. ScalIT will, at your request, provide the reason for the suspension as soon as is reasonably possible. If ScalIT must terminate some or all of the Services, then it will provide a pro-rata refund of the unearned fees actually paid by you applicable to the period following termination of the Services. In no event will ScalIT be liable to you or to any third party for any suspension or discontinuance of the Services with or without notice in an amount in excess of that set forth in this paragraph.
In the event of such termination, ScalIT will make all reasonable efforts to export, or allow you the ability to export your data for a commercially reasonable period of time; after a commercially reasonable period of time, your data will be deleted.
ScalIT will terminate this Agreement if: (a) you are in material breach of the Agreement and fail to cure that breach within thirty days after receipt of written notice; (b) you cease business operations or becomes subject to insolvency or bankruptcy proceedings, either voluntary or involuntary, and the proceedings are not dismissed within ninety days; or (c) you notify ScalIT n writing that you wish to terminate the Services. In the event that you terminate the Service, you will be responsible for any unpaid balance owed to ScalIT and the fees due and payable through the end of the month in which notice of termination is given.
CONFIDENTIAL AND PERSONAL INFORMATION
ScalIT and you will protect any confidential information, designated as such, that may be obtained of the other in the same manner and with the same standard of care each uses to protect its own confidential information. Both you and ScalIT agree not to disclose the confidential information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents in violation of this Section.
Confidential information does not include information that: (a) the recipient of the confidential information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
SPAMMING AND ILLEGAL ACTIVITIES
You agree to be solely responsible for the content of your data, content and other transmissions through all services provided by ScalIT. You agree not to use any service provided by ScalIT for illegal purposes or for the distribution, dissemination or transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use any services provided by ScalIT for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass email distribution. We reserve the right to terminate your access to any and all services if there are reasonable grounds to believe that you have used the service for any illegal or unauthorized activity.
From time to time, ScalIT may use customer names in its advertising or promotional material, or otherwise. You agree to allow ScalIT to include you business name in such use or publication. Other than this, neither party may make any public statement regarding the other party without prior written consent.
This Agreement constitutes the entire understanding between the parties and supersedes all previous understandings on the subject matter, agreements, communications and representations, whether written or oral, concerning the treatment of the Confidential Information. This Agreement shall be construed and the legal relations of the parties shall be determined in accordance with the laws of the State of Connecticut. The parties consent and will submit to the jurisdictions of the courts of, and of the federal courts seated in, the State of Connecticut with respect to disputes relating to this Agreement.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES and ANY THIRD PARTY SOFTWARE IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. SCALIT AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES. SCALIT MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF THE SERVICE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM SCALIT, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
LIMITATION OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES SHALL SCALIT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES PROVIDED, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF SCALIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF SCALIT, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO SCALIT FOR THE SERVICES.
You may not assign or transfer any part of this Agreement without the written consent of ScalIT.
ScalIT will not be liable for disruptions in service to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond its reasonable control.
Failure to enforce any provision of this Agreement will not constitute a waiver.
If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose, and the remainder of the Agreement will remain in full force and effect.
This Agreement does not create an agency, partnership or joint venture.
There are no third-party beneficiaries to this Agreement.
The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
The terms of this Agreement relating to deletion of data, confidential information, intellectual property, disclaimer of warranties and limitation of liability will survive expiration or termination.