Terms of Service
This Service Agreement (“Agreement”) is entered into between Wellspring Info, Inc. (“Wellspring Info”) and “Customer”. Wellspring Info and Customer are each hereinafter sometimes referred to as a “Party” and collectively, the “Parties.” The parties agree to the following terms and conditions:
1. Definitions. As used herein, the following terms shall have the meanings ascribed to them as set forth below:
“Wellspring Info Technology” includes all proprietary technology made available to Customer through the Service or otherwise in connection with this Agreement. “Customer Data” means content provided by Customer to Wellspring Info in connection with the use of the Service. “Software” means the software provided or used by Wellspring Info in connection with the Service provided hereunder. “Users” means anyone whom Customer has authorized to use the Service.
2. Service. Subject to the provisions of this Agreement, Wellspring Info shall provide Customer with its emergency response app, customized to include Customer Data, and for processing responses thereto, as set forth in the Quote (the “Service”).
3. Use of Service:
3.1 Wellspring Info Responsibilities.
Wellspring Info shall: (i) use commercially reasonable efforts to provide the Service; (ii) use commercially reasonable efforts to provide support for the Service, except for unavailability caused by circumstances beyond Wellspring Info’s reasonable control.
3.2 Customer Responsibilities.
Customer is responsible for all activities that occur under Customer’s account. Customer shall: (i) provide Wellspring Info with the content to be used in the app, or take Wellspring Info’s content and modify it for Customer’s use; (ii) have sole and exclusive responsibility for the accuracy, quality, legality, reliability, and appropriateness of all content; (iii) Wellspring Info shall have no liability for any losses, damages, claims, suits, or other actions arising out of improper use of the Service; (iv) comply with all Applicable Laws; and (v) it is Customer’s responsibility to confirm Wellspring Info’s receipt of any content changes.
4. Use Guidelines. Customer shall use the Service solely as contemplated by this Agreement and shall not: license, sublicense, sell, resell, rent, or lease the Service to any third party.
5. Term. The term of this Agreement is given in Wellspring Info’s Price Quote Form. Wellspring Info’s Price Quote Form will auto-renew at the end of its term, equal to the length of the term specified in the Price Quote Form. Customer must provide written notice of intent not to renew prior to the end of the then current term to avoid auto-renewal.
6. Termination or Suspension:
6.1 Termination of Either Party. During the Initial Term and any Renewal Term, either Party may terminate this Agreement for cause, upon the other Party’s material breach of this Agreement, provided that (i) the non-breaching Party sends written notice to the breaching Party describing the breach in reasonable detail; (ii) the breaching Party does not cure the breach within thirty (30) days following its receipt of such notice (the “Notice Period”).
6.2 Termination, Suspension by Wellspring Info. In the event Customer fails to pay any fees or charges within thirty (30) days of the due date, Wellspring Info may terminate this Agreement and/or the Service, at Wellspring Info’s sole discretion. Termination for non-payment shall not relieve Customer of its responsibilities under this Agreement.
7. Pricing. As consideration for the Service, and subject to the other terms of this Agreement, Customer shall pay the fees set forth in the Price Quote Form (“Pricing”).
8. Payment Terms & Taxes:
8.1. Payment. Unless otherwise set forth in the Price Quote Form, Wellspring Info shall invoice Customer in advance of the Initial Term and in advance for each Renewal Term.
8.2. Order. You agree that this is an order and that you are authorized to order.
8.3. Taxes. Unless otherwise provided for in the Price Quote Form or in a statement of work, as the case may be, Wellspring Info’s Pricing and fees for professional services do not include any local, state, federal or foreign taxes (Taxes”).
8.4. Credit Card Payment. Wellspring Info uses a third party as the credit card payment processing gateway.
9. Proprietary Rights:
9.1 Software updates. Customer acknowledges that Wellspring Info may from time to time issue upgraded versions of the app. Customer consents to such automatic upgrades.
10. Warranties & Disclaimers:
10.1. Warranties. Customer represents and warrants that it has the legal power to enter into this Agreement and shall perform the responsibilities required by it pursuant to Section 3.2. By purchasing the Service, Customer authorizes Wellspring Info to collect, store and process Customer Data subject to the terms of this Agreement.
10.2. Disclaimer. Except as expressly provided herein, Wellspring Info makes no warranty of any kind, whether express, implied, statutory, or otherwise. Wellspring Info hereby disclaims all implied warranties, including any warranty of merchantability or fitness for a particular purpose.
11. Limitation of Liability. In no event shall either Party have any liability to the other Party for any loss of use, interruption of business, or any lost profits, costs of procurement of substitute goods or services, or for any indirect, special, incidental, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage. Notwithstanding anything in this Agreement to the contrary, in no event shall Wellspring Info’s aggregate liability, however arising out of or related to this Agreement, whether in contract, tort or under any other theory or liability, exceed amounts actually paid by Customer to Wellspring Info hereunder during the 12-month period prior to the event giving rise to any liability of Wellspring Info as contemplated by this Agreement.
12.1. Non-Solicitation & Non-Interference. As additional protection of Wellspring Info’s proprietary information, for so long as this Agreement remains in effect, and for three years thereafter, Customer agrees that it shall not, directly or indirectly, solicit, hire or attempt to solicit any employees of Wellspring Info.
12.2. Notices. All notices, consents and approvals under this Agreement must be delivered in writing (i) by courier, or (ii) through the Begin page of Wellspring Info’s website.
12.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.4. Choice of law. This Agreement shall be construed and interpreted in accordance with the laws of New Jersey.
12.5. Entire Agreement. This Agreement, the Price Quote Form, agreements and documents referenced herein and therein, constitutes the entire agreement between the Parties and supersedes any and all other agreements and understandings between Wellspring Info and Customer, whether oral or written, with respect to the subject matter hereof.