Effective starting on December 1, 2014
You are solely responsible for your use of the Service. You represent to ShareRoot that if you are an individual (i.e., not a corporation) you are at least 18 years of age or have parental consent and that you are legally permitted to use the Service.
1. Scope of the Agreement
This Agreement governs your use of any paid service including your initial trial, pilot program or purchase as well as any future or recurring purchases made by you that reference this Agreement.
2. Types of Services
This Agreement governs (a) the ShareRoot cloud-based solution accessible through the web or mobile applications, (b) any related Software Development Kits ("SDK") or web-based Application Programming Interfaces ("API"), (c) any related support or technical documentation, and (d) any related support or maintenance services provided by ShareRoot (collectively the "Service").
3. SDKs, APIs, and Feeds
We may provide access to portions of the Service via SDKs, APIs, and RSS feeds. Any such access constitutes use of the Service bound to the terms of this Agreement. We ask that you use these features respectfully, as outlined in this Agreement. You may not use these or any other features or the Service to display any substantial portion of Our database or to reproduce, duplicate or copy the Service. We reserve the right to change these features at any time and to disable access to the API or feeds at anytime for any reason. You agree to follow any related developer agreements by the use of these services.
4. Support Services
ShareRoot will provide the following system and technology support services (individually and collectively "Support"). These services consist of:
Such as answering questions in the nature of "how to" regarding usability of the Service. Standard Support will be provided 11AM - 9PM Eastern time Monday through Friday.
Such as assisting in the implementation of all "Advanced Subscription" functionality, if included in a separate SOW.
Such as providing corrective maintenance services including, responding to incidents, and resolving errors in or downtime within the Service. System Support will be available through communication with your ShareRoot support representative(s) anytime 24 hours a day through: firstname.lastname@example.org.
Providing preventative maintenance services and system updates will be performed periodically and at no earlier than 10PM Eastern time on any given day.
ShareRoot may, in its sole discretion, provide urgent upgrades and bug fixes that severally impact the quality of the Service at anytime of day. Such upgrades should not impact Service for more than a minute at a time.
5. Disaster Recovery Procedure
Environmental systems are designed to minimize the impact of disruptions to operations and multiple geographic regions and Availability Zones allow for ShareRoot to remain resilient in the face of most failure modes, including natural disasters or system failures.
6. Payment Processor
ShareRoot uses Stripe as its third-party service provider for credit/debit card and ACH payment services (e.g. card acceptance, merchant settlement, and related services). By making purchases on ShareRoot, through Stripe, you agree to be bound by Stripe's Privacy and Terms Policy: https://stripe.com/us/terms and hereby consent and authorize ShareRoot and Stripe to share any information and payments instructions you provide with Third Party Service Provider(s) to the minimum extent required to complete your transactions.
Alternatively, you may pay us directly using wire transfer where you agree to pay for any and all related bank fees. We currently do not accept checks at this time.
The Service provided under this Agreement shall be provided for the period defined in an active Statement of Work between the Customer and ShareRoot, unless terminated earlier in accordance with this Agreement. This Agreement and an active Statement of Work(s) shall be automatically renewed annually, for a one-year term, if a new Statement of Work(s) is not signed or terminated in writing within 30 days of the renewal date. This agreement will remain in effect in perpetuity until terminated or altered and signed by both Customer and ShareRoot in writing.
8. Termination; Suspension
If either party breaches a material provision of this Agreement and fails to correct such breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this Agreement and any active Statement of Work(s). If ShareRoot, as the non-breaching party, terminates this Agreement and any active Statement of Work, you must pay within 30 days all amounts that have accrued prior to such termination up to and including the day of termination. If Customer, as the non-breaching party, terminates this Agreement and any active Statement of Work, ShareRoot will pay to you a pro-rated portion of any pre-paid fees that have not been used as of the day of termination.
ShareRoot may immediately suspend your password, account and access to or use of the Service if you (i) fail to pay ShareRoot under this Agreement and do not cure such failure within the first 15 days of the 30-day cure period; or (ii) if you (or any of your personnel) violate Section 2 of our Terms of Service Agreement. Any suspension by ShareRoot of the Service shall not excuse you from your obligation to make payment(s) under this Agreement.
All provisions of this Agreement which by their nature should survive termination shall survive termination; including, but not limited to, intellectual property rights, limitation of liability, disclaimer of warranty and indemnification.
You agree to pay for the Service as set forth in the applicable Statement of Work. All fees due under this agreement and any Statement of Work are non-cancelable and the sums paid nonrefundable, other than as otherwise provided in Section 9 of this Agreement. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that ShareRoot must pay based on the Service you ordered, other than for taxes based on ShareRoot's net income.
Customer agrees to allow ShareRoot to reproduce and display your logos, trademarks, trade names and similar identifying material on our website and our marketing materials. Customer agrees to allow ShareRoot to use the aforementioned identifying material in branded case studies with prior written approval. Customer shall retain all ownership rights in its logos, trademarks, trade names, and other identifying material associated with Customer.
11. Entire Agreement
You agree that this Agreement (including the information that is incorporated into this agreement by reference, including reference to information contained in a URL or referenced policy) constitute the complete agreement for the Service and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Service.