Terms and Conditions
This Customer Agreement (“Agreement”) is a binding agreement between developer of “SmartGlance” Software and Service, Sarla Analytics LLC, a Rhode Island (USA) company or its resellers (“Us” or “Our” or “SmartGlance” or “Sarla” or “Sarla Analytics”) and You and, if applicable, the company or other legal entity you represent (herein after referred as “You or Yours” or “user” or “subscriber”). Your use of SmartGlance software and Service is conditioned upon your compliance and acceptance of these terms.
Introduction:
The SmartGlance software Program and the associated SmartGlance service currently supports mobile devices offered by Apple Inc.(iPod, iPhone and iPad), selected BlackBerry mobile devices offered by RIM Inc., selected Android based mobile devices and selected Windows Phone 7 mobile devices. In the future, SmartGlance will support additional devices based on demand. The SmartGlance program is licensed to you to run on your mobile device. Upon signing up with the SmartGlance service, you can view your own reports and view charts from your reports in various formats from anywhere, anytime on your mobile device. You will need Internet access on your mobile device to be able to use the SmartGlance service. The SmartGlance service also provides you tools to analyze your reports from the devices and make business decisions while on the road.
Definition:
“Confidential Information”, as used herein, shall mean all business strategies, plans and procedures, proprietary information, reports, data and other confidential information and materials of the Disclosing Party, its affiliates, their respective clients or suppliers, or other persons or entities with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed for the Disclosing Party as a result of this Agreement.
“Receiving Party”: Party Receiving information pursuant to this Agreement.
“Disclosing Party”: Party Disclosing information pursuant to this Agreement.
“Effective Date”: Refer Section Confidential Information
“Services”: The Services covered by this Agreement include the services made available by SmartGlance for free and for some fees. The free and paid services together under this Agreement are referred to as “Services”.
“Device”: A device is an output device for presentation of information for visual, tactile or audio reception, acquired, stored, or transmitted in various forms.
“Your Content”: The information You share with SmartGlance to transmit the same to particular Device in particular format.
Service/offerings:
The service will include mechanism and software supplied by Sarla Analytics to you to transmit your reports to SmartGlance server, located at SmartGlance host center or located in your company, in a secured manner, temporary storage of your reports on the SmartGlance server, mechanism to transmit reports from SmartGlance server to your mobile device and local native software on your mobile device to view your reports instantly, graphically and analyze them on the mobile device.
Fees:
The fees will be based on each device used to view information coming from SmartGlance service and will be charged on a monthly basis in the beginning of the month or on a yearly basis in the beginning of a year. The fee schedule will be based on smartglance.com or sarla.com website page or based on a separate service order signed with you. In addition to a monthly fee, there will be a onetime initiation fee and additional fee for options that you may choose to buy. In case if you purchase SmartGlance perpetual license for installation on your company server, then, the fees will be charged only in the beginning based on number of devices. In addition, annual maintenance fees will apply.
Term and Termination:
Agreement Effective Date: This Agreement shall be effective and you may begin use of the Services once You agree to the terms and conditions of this Agreement by clicking the Register button to complete the registration process for the SmartGlance account. The Agreement shall continue to remain in force until terminated by You or by SmartGlance in accordance with this section.
Termination for Convenience:
Either party may terminate this Agreement for convenience with a 60 days’ notice prior to the end of the yearly contract.
Termination for Material breach:
You or SmartGlance may terminate this Agreement with immediate effect in the event of material breach of any of the terms in this Agreement after giving a 60 days’ notice to the other party and giving the other party a chance to resolve the material breach during that time. SmartGlance reserves the right to terminate your service immediately in case of a cause or a suspicion of a cause that it may find at its discretion.
License Grant:
Subject to the term, conditions and limitation stated in this Agreement and the App Store Terms of Service from Apple, BlackBerry, Android and Microsfot, SmartGlance grants You a non-exclusive, non-transferable, non-sub licensable, revocable, limited license to run the software on your Device or server and use the service solely for the purpose of your internal use that You and/or Your company have licensed. You are not permitted to use the Services for any purpose other than as expressly permitted under this Agreement. SmartGlance reserves the right to conduct audits to ensure that You and/or Your use of the software and service are in compliance with this Agreement.
Ownership and restriction:
Other that the limited use and access rights and licenses expressly set forth in this Agreement, SmartGlance reserves and retains all the ownership and intellectual property rights in the Software, Services and other technology provided by SmartGlance. You may not remove or modify any program markings or any notices of Our proprietary rights, make the program available in any manner to any third party, use the program to provide third party training, assign this agreement or give or transfer the program or an interest in them to another individual or entity, cause or permit reverse engineering, dis-assembly or de-compilation of the program or create derivative works based on the software, disclose results without prior consent or use any of Our names or logo. Other than the rights and interest expressly set forth in this Agreement, You reserve all rights, title and interest (including all intellectual property and proprietary rights) in and to content and data You may send to Us or use as part of Your use of the Services, which are designed by Us to permit you to send contents or data to You.
Use of Services:
You represent and warrant that You will not use the Services, Our Property and Your content:
in a manner that infringes, violate or misappropriates any of Our rights or rights of any third party;
or to engage in spamming or other impermissible advertising, marketing or other activities including without limitation activities that violate anti spamming laws and regulation;
or in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including without limitation, software, algorithms or other data that is subject to export laws;
and/or in a way that is otherwise illegal or promotes illegal activities, including without limitation, In a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity or discriminatory based on race, sex, religion, nationality, disability sexual orientation or age.
You agree to update your mobiles and your servers with the latest update of SmartGlance software as soon as it becomes available.
Applications and contents:
You represent and warrant that :
You are solely responsible for the development, operation and maintenance of Your contents, including without limitation, the accuracy, security, appropriateness and completeness of Your contents and all product related materials and descriptions;
and that You have necessary rights and licenses, consents, permissions, waiver and release to use and display your content;
and that neither You nor Your content violates misappropriates or infringes any of Our or third party rights; or constitutes defamation, invasion of privacy or publicity or otherwise violates any rights of any third party, and is designed for use of illegal activity or promotes illegal activities harmful to any person or entity or discriminatory in nature;
and that Neither You nor any of Your Content contain any harmful component ;
and You will conduct your business in a manner that works favorably on the goodwill and reputation of SmartGlance.
Warranty Disclaimer and Exclusive remedy:
The Software is provided “AS IS” without warrant of any kind. SmartGlance further disclaim all warranties, expressed and implied, including without limitation any implied warranties of merchantability, fitness for particular purpose or non-infringement, quite enjoyment and any warranties arising out of any course of dealing or usage of trade. SmartGlance make no warranty that the that the service offerings will function as described, will be uninterrupted or error free or free from harmful components or that the data you store within the service offerings will be secure or not otherwise lost or damaged. SmartGlance will not be responsible for any service interruption, without limitation power outages, system failures or others including those that affect receipt, processing, acceptance, completion of any payment services.
Limitation of Liability:
In no event shall SmartGlance be liable for any indirect, special, punitive or consequential damages or damages for loss of business, profits, revenue, data incurred by or any third party in connection with this Agreement, whether in an action in contract or tort, even if You have been advised of the possibility of such damages. Our entire liability for damages hereunder shall in no event exceed the one-month subscription fees paid by You to SmartGlance hereunder for the Services.
Indemnification:
You agree to defend, indemnify and hold SmartGlance harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from Your use of the Services in a manner not authorized by this Agreement and/or in violation of the applicable restrictions and/or laws; or Your applications, Your contents or the combination of either with rights and/or the use, development, design, manufacturing, production, advertising , promotion and/or marketing of Your content; or Your violation of any terms or condition of this Agreement or any applicable policies; or You or Your employees or personnel’s negligence or willful misconduct.
Notifications:
SmartGlance agree to promptly notify You of any claim subject to indemnification; provided that SmartGlance’s failure to promptly notify You shall not affect Your obligation hereunder except to the extent that SmartGlance failure to promptly notify You delays or prejudice Your ability to defend the claim. At SmartGlance option, You will have the right to defend against any such claims with the counsel of Your own choosing and to settle such claims as You deem appropriate, provided that You shall not enter into any settlement without SmartGlance prior written consent and provided that SmartGlance may at any time take over control of the defense and settlement of the claim.
US Government License Rights and Export Controls:
You shall in connection with Your use of the Service or the Smart Glance properties, comply with all applicable Export Compliance and re-export control laws and regulations, including Export Administration Regulation, the International Traffic in Arms Regulation and country specific economic sanctions programs implemented by the office of Foreign Assets Control in connection with your use of the Services.
Downtime and Service Suspension; Security:
In addition to SmartGlance right to terminate as described in 3 above, You acknowledge that; Your access to and use of the Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the services for any reasons, including as a result of power outages, system failure or other interruptions and SmartGlance shall also be entitled to, without any liability to You, to suspend access to any portion or all of the Service any time for;
(a) scheduled downtime for maintenance or make modifications to any services;
(b) in the event SmartGlance determines that any Service is prohibited by law or it is prudent to do so for legal regulatory reasons or;
(c) In the event of denial or Service attack or other attack on the Service or other event that SmartGlance determines, in its sole discretion, may create a risk to the applicable Service, to You or to any of the Smart Glance’s other customer if the Service were not suspended.
SmartGlance will have no liability whatsoever for any damage, losses (including lost profits, revenue, data, business) or any other consequences that You may incur as a result of any service Suspension. To the extent possible SmartGlance will endeavor to provide you email notice of any Service Suspension and may post an update to that factor on the SmartGlance website, but shall have no liability for the manner in which SmartGlance may do so or if fails to do so.
Security:
SmartGlance strives to keep Your Contents secure and will make reasonable efforts to maintain secured content, but cannot guarantee that it will be successful at doing so. Accordingly without limitation to Confidentiality and indemnity obligations under this Agreement You acknowledge that You bear sole responsibility for adequate security, protection of Your content.
Confidential Information
Each party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other party (in such capacity, the “Disclosing Party”) hereunder. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party
(i) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and
(ii) shall not use the Disclosing Party’s Confidential Information, or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.
The provisions of this Section respecting Confidential Information shall not apply to the extent, but only to the extent, that such Confidential Information is:
(a) previously known to the receiving party at the time of disclosure, or;
(b) independently developed by the receiving party without reference to Confidential Information of the disclosing party or;
(c) disclosed to the receiving party by a third party without an obligation of confidentiality, or;
(d) already in or subsequently comes into the public domain (other than as a result of a breach of this Agreement), or;
(e) required to be disclosed by the receiving party by law, regulation, court order or other legal process.
Survival:
The provisions of this Agreement necessary to interpret the respective rights and obligations of the parties hereunder, shall so survive the termination of this Agreement. In addition, You shall remain obligated to pay SmartGlance any amounts due hereunder for Services up to the date of termination of this Agreement.
No Agency:
Smart Glance and You are acting solely as an independent contractor and nothing herein should be construed as partnership or joint venture.
Sections and Headings:
The section and subsection headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof
No Waiver:
No delay or omission by SmartGlance hereto to exercise any right or power occurring upon any noncompliance or default by You with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by SmartGlance hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement are without prejudice to other remedies available to SmartGlance at law, in equity, or otherwise.
Entire Agreement:
This Agreement as updated from time to time hereunder constitutes the entire agreement between the parties. Each party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation or warranty other than those expressly set out in this Agreement. To the extent permitted by applicable Law, a party is not liable to another party in contract or tort or in any other way for a representation or warranty that is not set out in this Agreement. No change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver, or discharge is sought to be enforced.
Notices:Under this Agreement if one party is required to give notice to the other, such notice shall be deemed given if mailed by U.S. mail, first class, postage prepaid, and addressed as follows (or as subsequently noticed to the other party):
To Smart Glance:
Name & Title: CEO
Address: Sarla Analytics LLC,
32 mallard cove, Barrington, RI 02806, USA.
To You: Your company’s address in the registration form or your email address in the registration form.
No Assignment:
You may not, without the prior written consent of SmartGlance, assign or transfer this Agreement or any benefits, rights and obligation hereunder to the other party. Any attempt to do so in contravention of this Section shall be void and of no force and effect.
Severability:
If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall be unimpaired.
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