Effective starting: May 25, 2018
These Inline Manual Subscription Terms ("Agreement") are entered into by and between Inline Manual Ltd of 20-22 Wenlock Road, London, England, N1 7GU, United Kingdom ("Inline Manual") and the entity or person placing an order for or accessing any Services ("Customer"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Inline Manual pursuant to any Order Form(s) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement: From time to time, Inline Manual may modify this Agreement. Unless otherwise specified by Inline Manual, changes become effective for Customer upon renewal of Customer's current Subscription Term (as defined below) or entry into a new Order Form. Inline Manual will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Inline Manual specifies that changes to the Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
"Affiliate" means any entity under the control of Customer or Inline Manual, as applicable where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
“Aggregated Data” means Customer Data, Customer Personal Information and Personal Information collected in the course of providing the Services that is not identifiable in any way as being related to any individual.
"AUP" means Inline Manual's Acceptable Use Policy, available at https://Inlinemanual.com/legal/acceptable-use-policy or a successor URL.
"Contractor" means an independent contractor or consultant who is not a competitor of Inline Manual.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about End Users that are collected from the Customer Website using the Services.
“Customer Personal Information” means the Personal Information of Customer and its End Users Processed by Inline Manual in the course of providing the Services;
"Customer Website" means Customer's websites or web application owned and operated by (or for the benefit of) Customer through which the Customer and its End Users use the Services.
"Portal" means Inline Manual's user interface for accessing and administering the Services that Customer may access via the web.
"Documentation" means the technical user documentation provided with the Services.
"End User(s)" means Customer's employees, end user customers, potential customers, and other users of and visitors to the Customer Website.
“Enterprise Customers” means Customers who purchase the “Enterprise” subscription plan.
"Feedback" means comments, questions, suggestions or other feedback relating to any Inline Manual product or service.
"Inline Manual App" means any mobile application or desktop Customer software included in the applicable Service that is made available by Inline Manual.
“Inline Help” means content items created through the Services including Walkthroughs, Tooltips, Articles and Redirects.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
“Order Form(s)” means Inline Manual’s ordering documents, quotations, online registration, order descriptions or order confirmations referencing this Agreement.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service and configure the Inline Manual Services for their End Users.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU Data Protection Directive 95/46/EC or any successor directive or regulation).
"Service(s)" means Inline Manual's proprietary software-as-a-service solution(s), including the Portal, Inline Manual application programming interfaces (APIs), Inline Manual Code and Inline Manual Apps, and any other Services as referenced in the applicable Order Form.
“Subscription Term” means the duration of Services specified on the Order Form.
“Standard Customers” means Customers who purchase a subscription plan other than the “Enterprise” subscription plan.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Inline Manual.
"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by Inline Manual that are integrated with Services as described in the Documentation.
2.1. Services Overview. Inline Manual's Services are a suite of software-as-a-service tools comprising a digital adoption platform. The Services enable Customers to create End User guidance and support tools when accessing the Customer’s website, such as walkthroughs, onboarding guides, tooltips and product documentation in order to increase engagement and support for End Users. The Portal provides a range of analytics for the Services, enabling the management, optimisation and End User segment targeting for each of the Customer's walkthroughs. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations.
2.2. Provision of Services. The Services are provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). Inline Manual may also offer Professional Services (as defined in Section 12) related to certain Services. Customer will purchase and Inline Manual will provide the specific Services and related Professional Services (if any) as specified in the applicable Order Form.
2.3. Access to Services. Customer and End Users may access and use the Services solely for their own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of Permitted Users). Use of and access to the Services is permitted only by Permitted Users and End Users. If Customer is given API keys or passwords to access the Services on Inline Manual's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately revoke such Permitted User's access to the Service. The right to use the Services includes the right to deploy Inline Manual Code on Customer Website in order to enable Inline Help and similar functionality and to collect Customer and End User Data for use with the Services as further described below.
2.4. Inline Manual Apps. To the extent Inline Manual provides Inline Manual Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Inline Manual grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Inline Manual Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
2.5. Deployment of Inline Manual Code. Subject to all of the terms and conditions of this Agreement, Inline Manual grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the Inline Manual Code in the form provided by Inline Manual on Customer Website solely to support Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement Inline Manual Code on the Customer Website in order to enable features of the Services. Customer will implement all Inline Manual Code in strict accordance with the Documentation and other instructions provided by Inline Manual. Customer acknowledges that any changes made to the Customer Website after initial implementation of Inline Manual Code may cause the Services to cease working or function improperly and that Inline Manual will have no responsibility for the impact of any such Customer changes.
2.6. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
2.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Inline Manual); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by Inline Manual" designation that may appear as part of the deployment of the Services on Customer Website and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services, unless otherwise agreed between the parties in writing.
2.8. Inline Manual APIs. If Inline Manual makes access to any APIs available as part of the Services, Inline Manual reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Inline Manual may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Inline Manual believes that Customer's usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Inline Manual).
2.9. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Inline Manual (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. Inline Manual has the right to terminate a Trial Subscription at any time for any reason. Upon termination or expiry of a Trial Period Inline Manual may delete Customer Data. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INLINE MANUAL WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
3.1. Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Inline Manual. Subject to the terms of this Agreement, Customer hereby grants to Inline Manual a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
3.2. Storage of Customer Data. Inline Manual does not provide an archiving service for Customer Data. Inline Manual agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. Inline Manual expressly disclaims all other obligations with respect to storage.
3.3. Customer Obligations.
In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Inline Manual that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Inline Manual the rights in Section 3.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Website or Customer's accounts with any Third-Party Platforms. Customer further represents and warrants that all Customer Data complies with the AUP. Customer will be fully responsible for any Customer Data submitted to the Services by any End User as if it was submitted by Customer.
No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that whilst Inline Manual is not a payment card processor and that it uses PCI DSS compliant payment gateway(s). Inline Manual will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.
3.4. Indemnification by Customer. Customer will indemnify, defend and hold harmless Inline Manual from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 3.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all necessary cooperation of Inline Manual at Customer's expense. Notwithstanding the foregoing sentence, (a) Inline Manual may participate in the defence of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Inline Manual's prior written consent, unless the settlement fully and unconditionally releases Inline Manual and does not require Inline Manual to pay any amount, take any action, or admit any liability.
3.5. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Inline Manual may obtain and aggregate technical and other data about Customer's, Permitted User and End User’s use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Inline Manual may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Inline Manual customers. For clarity, this Section 3.5 does not give Inline Manual the right to identify Customer as the source of any Aggregated Anonymous Data.
Inline Manual agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, Inline Manual will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Inline Manual's control.
5.2. Data Privacy Laws. Customer will comply with all applicable Data Privacy Laws, including all Data Privacy Laws that govern Customer’s provision of Personal Information to Inline Manual so that Inline Manual may Process the Customer Personal Information as contemplated by this Agreement. Inline Manual will comply with all obligations under the Data Privacy Laws that are applicable to Inline Manual in its provision of the Services as a data processor.
5.3. Roles of the Parties and Compliance with Data Privacy Laws. As between Customer and Inline Manual, Customer shall be the principal or data controller and Inline Manual shall be the agent or data processor with respect to the Processing of all Customer Personal Information. The Parties shall comply with their respective obligations as the principal (controller) and agent (data processor) under all applicable Data Privacy Laws. The parties acknowledge that, with respect to all Customer Data controlled by Customer and/or Processed by Inline Manual for the purpose of providing the Services under this Agreement:
Customer shall determine the scope, purposes and manner for which such Customer Personal Information shall be Processed by Inline Manual as permitted under the Data Privacy Laws;
(b) Customer shall evaluate whether the design characteristics of the Services to be provided by Inline Manual meet the Customer’s regulatory requirements in respect of Data Privacy Laws. Use of the Services by Customer will be deemed acceptance and validation that the design characteristics meet Customer’s requirements.
(c) Customer shall be solely responsible for determining its own compliance with Data Privacy Laws and Inline Manual shall not be required to monitor or advise on the Data Privacy Laws;
(d) In the event of any change to (including changes in interpretation of) a Data Privacy Law which requires a change to all or any part of the Service or a method of delivery of such Service in use by Inline Manual prior to such change, the parties shall make appropriate adjustments to the terms of the Agreement and the Service as mutually agreed in writing, to the extent that changes to the Services are reasonably feasible and practicable;
(e) Inline Manual will not disclose Customer Personal Information to any third party except: (i) to an Inline Manual Affiliate, service provider or subcontractor; (ii) as reasonably required by applicable Laws; (iii) as required by this Agreement or with Customer’s written consent; and/or (iv) as necessary for Inline Manual to establish, defend or exercise its legal rights under this Agreement and applicable Laws;
(f) Where, in connection with this Agreement, Inline Manual agrees to Process Customer Personal Information, Inline Manual shall:
5.4. Data Subject and Supervisory Authority Requests.
Inline Manual will:
(a) assist Customer as reasonably required to respond to requests from Customer’s data subjects. Inline Manual will not independently respond to such requests from Customer’s data subjects, but will refer them to Customer, except where required by applicable Law;
(b) not undertake any communications, notifications or correspondence related to an Inline Manual Security Incident (defined below) with Customer’s data subjects or any government or regulatory agency without prior notice to and coordination with Customer, except where required by applicable Law; and
(c) reasonably assist Customer if Customer needs to provide information (including details of the Services provided by Inline Manual) to a competent supervisory authority, to the extent that such information is solely in the possession of Inline Manual, an Inline Manual Affiliate or its subcontractors.
5.5. Use of Customer Data. Inline Manual may use and reproduce Customer Data at the direction of Customer (such direction taking the form of the terms of this Agreement and the relevant Schedules) for the limited purposes of providing, operating, and maintaining the Services provided to Customer. Customer will secure for Inline Manual the right to use and reproduce Customer Data, including any Personal Information therein, solely to the extent necessary to provide the Services to Customer, without creating any obligations for Inline Manual beyond those set forth in this Agreement. Inline Manual may use usage patterns, trends, and other statistical data derived from use of the Services (but not Customer Data itself) for the purposes of providing, operating, maintaining, or improving the Services and any Inline Manual products and services used to deliver the Services.
5.6. Aggregated Data. To the extent allowed by applicable law, Customer acknowledges the continuing right of Inline Manual to (i) track, collect and compile Aggregated Data (including web site and Services usage statistics) in any manner desired by Inline Manual, (ii) use the Aggregated Data for any purpose; and (iii) grant sublicenses to Inline Manual’s subcontractors and Affiliates as necessary for those subcontractors and Affiliates to perform services on Inline Manual’s behalf relating to this Agreement.
6.1. Inline Manual Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Inline Manual or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Inline Manual Technology"). Except as expressly set forth in this Agreement, no rights in any Inline Manual Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services, except for Inline Manual Code and the Inline Manual Apps in the format provided by Inline Manual.
6.2. Feedback. Customer, from time to time, may submit Feedback to Inline Manual. Inline Manual may freely use or exploit Feedback in connection with any of its products or services.
7.1. Subscription Term and Renewals. The Subscription Term shall be specified in the applicable Order Form. Unless otherwise specified on the applicable Order Form, the following Subscription Terms will automatically renew as follows:
(a) Annual Subscription Term: for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term; or
(b) Monthly Subscription Term: for additional monthly periods (based on calendar months) unless either party cancels the Services by accessing the Inline Manual Portal at any time prior to the next Subscription Term.
7.2. Fees and Payment. All fees are as set forth in the applicable Order Form are exclusive of VAT and other applicable taxes and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 14 (Indemnification), all fees are non-refundable. The rates in the Order Form are valid as follows:
(a) Enterprise Customers: for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year; and
(b) Standard Customers: for the initial monthly period of the Subscription Term and therefore subject to the pricing mechanism published at inlinemanual.com/pricing
Customer is responsible for paying all Taxes and bank transfer charges, and all Taxes and bank transfer charges are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Inline Manual receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due - applied in the first day of the next unpaid month - or the maximum amount allowed by law, whichever is less.
7.3. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
(a) Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Inline Manual (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
(b) Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges which will be payable by the Customer.
(c) Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Inline Manual and Inline Manual may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
(d) Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information via the "Billing" page on the Portal.
(e) Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Inline Manual notice of non-renewal to email@example.com or by accessing the Inline Manual Portal, as applicable, in accordance with Section 7.1 (Subscription Term and Renewals) or, if Customer's Subscription Term is on a monthly basis (or if otherwise permitted by Inline Manual), by terminating via the Inline Manual Portal, with termination effective at the end of the current Subscription Term.
(f) Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Inline Manual will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which Inline Manual will not charge Customer's Credit Card for any additional fees.
7.4. Suspension of Service. In addition to any of Inline Manual’s other rights or remedies (including but not limited to any termination rights set forth herein), (a) if Customer’s account is seven (7) days or more overdue Inline Manual reserves the right to degrade the functionality of the Services; and (b) if Customer's account is fourteen (14) days or more overdue, Inline Manual reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer, until such amounts are paid in full. Inline Manual also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.
7.5. Customer Contact. Throughout the duration of the Subscription Term the Customer shall provide Inline Manual with the name, email address and telephone number of the Customer’s representative who has primary responsibility for being Inline Manual’s point of contact for any communication related to invoicing, billing and payment.
8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
8.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
8.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Inline Manual Technology). Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that Inline Manual may delete any such data (excluding Feedback) as may have been stored by Inline Manual at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
8.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Customer Data), 3.4 (Indemnification by Customer), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Credit Card), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), 15 (Confidential Information) and 16 (General Terms).
9.1. Limited Warranty. Inline Manual warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Inline Manual's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Inline Manual to use commercially reasonable efforts to correct the reported non-conformity, or if Inline Manual determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.
9.2. Warranty Disclaimer. Except for the limited warranty in section 9.1, all Services and professional services are provided "as is". Neither Inline Manual nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement. Inline Manual does not warrant that Customer's use of the Services will be uninterrupted or error-free, nor does Inline Manual warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss or corruption. Inline Manual shall not be liable for the results of any communications sent or any communications that were failed to be sent using the Services. Inline Manual shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of Inline Manual.
The Services are available subject to Inline Manual’s Service Level Agreement set out in Exhibit 1 to this Agreement. ("SLA").
During the Subscription Term of each Service, Inline Manual will provide Customer support in accordance with Inline Manual's Support Policy set out in Exhibit 2 to this Agreement ("Support Policy").
Inline Manual will provide the professional consulting services ("Professional Services") purchased in the applicable Order Form. The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information ("SOW"). Unless Professional Services are provided on a fixed-fee basis, Customer will pay Inline Manual at the per-hour rates set forth in the Order Form (or, if not specified, at Inline Manual's then-standard rates) for any excess services. Customer will reimburse Inline Manual for reasonable travel and lodging expenses as incurred. Customer may use anything delivered as part of the Professional Services in support of authorized use of the Services and subject to the terms regarding Customer's rights to use the Service set forth in Section 2 (Inline Manual Services) and the applicable SOW, but Inline Manual will retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by Inline Manual (or its agents).
13.1. No exclusion. Nothing in this Agreement excludes or limits either party’s liability to the other which cannot lawfully be excluded or limited including, without limitation, liability for death or personal injury caused by negligence or fraud.
13.2. Liability cap. Except for Excluded Claims, the sole liability of either party to the other (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) for any and all claims in any manner related to this Agreement will be payment of direct damages, not to exceed (in the aggregate) an amount equal to the total fees paid or payable for the Subscription Term during which the event giving rise to such claim arose, less any amounts paid in relation to previous claims made hereunder.
13.3. Excluded Claims. “Excluded Claims” means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Customer Obligations) or 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).
13.4. Excluded Losses. In no event shall either party be liable for (a) any consequential, incidental, indirect, special or punitive damage, loss or expenses; or (b) business interruption, lost business, lost profits or goodwill or reputation or lost savings (anticipated or otherwise) (in each case whether direct or indirect).
Inline Manual will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes a UK copyright or trade secret and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Inline Manual (including reasonable attorneys' fees) resulting from such claim, provided that Inline Manual will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Inline Manual to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer's use of a Service is (or in Inline Manual's opinion is likely to be) enjoined, if required by settlement or if Inline Manual determines such actions are reasonably necessary to avoid material liability, Inline Manual may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Inline Manual. The foregoing indemnification obligation of Inline Manual will not apply: (1) if such Service is modified by any party other than Inline Manual, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Inline Manual, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Inline Manual's prior written consent. This Section 14 sets forth inline manual's and its suppliers' sole liability and Customer's sole and exclusive remedy with respect to any claim of intellectual property infringement.
Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Inline Manual Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Inline Manual without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Inline Manual, the subcontractors referenced in Section 16.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 15. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
16.1. Assignment . This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
16.3. Governing Law; Dispute Resolution.
a) The parties will make good faith efforts to first resolve internally any dispute in connection with this Agreement. The party raising any dispute shall first serve written notification to the other party. Within thirty (30) days of the service of such notice one director or other senior representative of each party with authority to settle the dispute shall meet to seek to resolve the dispute. If within thirty (30) days of service of the notice no meeting has taken place or the dispute has not been resolved, either party shall be entitled to refer the dispute to the courts in accordance with this clause.
b) This Agreement shall be governed by and construed in accordance with the laws of England, without regard to its conflict of laws provisions and each party irrevocably submits to the jurisdiction of the courts of England in respect of any disputes in connection with this Agreement.
16.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing or email to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
16.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
16.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved Customer experience Inline Manual may make changes to the Services, and Inline Manual will update the applicable Documentation accordingly. The support and service level availability terms described in the Support Policy and the SLA may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Inline Manual's obligations as compared to those reflected in such terms as of the Effective Date).
16.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
16.8. Subcontractors. Inline Manual may use the services of subcontractors and permit them to exercise the rights granted to Inline Manual in order to provide the Services under this Agreement, provided that Inline Manual remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
16.9. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
16.10. Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (ii) Customer will not (and will not permit any of its users to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction, including but not limited to the Export Administration Regulations (15 C.F.R. Parts 730-774) and (iii) Customer will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations. Customer confirms they will not use Services for any activity related to the development, trade or transport of any nuclear missile, chemical biological weaponry, hazardous materials or other weapons of mass destruction technology.
16.11. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defence Federal Acquisition Regulation Supplement 227.7202 for military purposes. All Services were developed fully at private expense. All other use is prohibited.
16.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
Inline Manual offers the following Service levels with the following terms:
Inline Manual offers support services for the Service ("Support") in accordance with the following terms:
A. Support Hours. Support is provided 09.00 to 00.00 (midnight) GMT (BST (GMT+1) in the summer), Monday to Friday, excluding the following UK bank holidays whereby all service inquiries will be addressed on the first weekday following the holiday:
B. Customer Support requests. Customer may report errors or abnormal behaviour of the Service, or Support requests by contacting Inline Manual via the Inline Manual webchat interface on help.inlinmanual.com or via email at firstname.lastname@example.org. Customer will endeavour to provide information and cooperation to Inline Manual as reasonably required for Inline Manual to provide Support. This includes, where applicable, providing the following information to Inline Manual:
C. Support Response – for Priority Support and Enterprise Customers only. Inline Manual's Support personnel will respond with a Support ticket turnaround target of up to 4 (four) hours.
D. Scheduled Calls – for Priority Support and Enterprise Customers only. Inline Manual's Support personnel will respond with a scheduled call Support request ticket turnaround target of up to 4 (four) hours.
E. Exclusions. Inline Manual will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service by Customer or End User in a manner not authorized in the Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Inline Manual's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions.