These Terms of Service, Software Subscription Agreement and the "Order" constitute the "Agreement". The Agreement and these Terms are effective between Customer and Taverity, Inc. ("Taverity") as of the "Subscription Start Date" or other effective date identified in the Order (the "Effective Date").
IMPORTANT NOTICE
BY ACCEPTING THE ORDER AND THESE TERMS, YOU ARE ENTERING INTO A BINDING AGREEMENT AND ACCEPT THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT ACCEPT THE ORDER.
A. Taverity, Inc specializes in one to one communications. Our applications focus on helping create a personal interaction and efficiency for the agent and their client. The Taverity Software is available for download from the Apple App Store as a subscription service, together with other content and materials provided by Taverity on the Website or otherwise.
B. Customer desires to subscribe to access the Software, and Taverity desires to provide such access to Customer, subject to the terms and conditions of this Agreement.
(a) "Confidential Information" means the Software, Customer Data, either party's non-public business and technology information, trade secrets, Taverity's pricing, any written materials marked as confidential and any other information which is clearly identified as confidential or proprietary at the time of disclosure.
(b) "Customer Data" means all electronic data or information input by Customer and Users into the Software, including Customer's data contained in Software reports, financial data, and Personal Data.
(c) "Documentation" means Taverity's user instructions, help materials, and/or user manual (if applicable) for the Software, whether in electronic, printed or other form.
(d) "Feedback" means any suggestions, enhancement requests, improvements, complaints, or other feedback from Customer or Users relating to the Software or Taverity's Services.
(e) "Malicious Code" means any virus, worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, time bomb or other malicious software functionality.
(f) "Personal Data" means information that identifies a particular individual, such as name, birthdate, address, telephone number, e-mail address, government-issued identification numbers, passwords, credit and debit card numbers, financial account numbers and security codes, biometric data, and personal health information.
(g) "Services" means technical support, Software maintenance, consulting, training, professional services, and other services offered by Taverity to its customers.
(h) "Software" means Taverity's software provided as a subscription service and any associated online or downloadable software or components, including Documentation and Updates.
(i) "Term" means the Initial Term of this Agreement together with any and all Renewal Terms.
(j) "Third-Party Software" means any third-party applications and software, whether open source or proprietary, that are owned by entities or individuals other than Taverity.
(k) "Updates" means updates, upgrades, patches, improvements, enhancements, bug fixes, additional features, and other modifications to the Software.
(l) "Users" means individuals who subscribe to the software and/or individual employees and personnel of Customer who are authorized by Customer to use the Software.
(m) "Website" means the applicable Taverity website, web portal or Apple App Store for Customer, where the Software will be accessed or downloaded.
Taverity grants Customer a non-exclusive, non-transferable right to access and use the Software during the Term, and solely for use by Customer's authorized Users.
Use of the Software is limited to Customer's own internal business.
Customer acknowledges and agrees that the Software, Website, and other materials may be updated and changed from time to time with Updates, in Taverity's sole discretion.
Customer shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Taverity.
Customer will not reverse engineer, disassemble, decompile or otherwise attempt to derive source code, trade secrets, algorithms, programming methods or Confidential Information from the Software.
Users will be required to accept Taverity's end user software subscription Terms of Service prior to accessing the Software.
Any open source components of the Software are subject to the applicable third-party license or subscription terms.
Customer's use of the Software and Services is limited to the United States, and Customer and its Users will not input or allow to be added any Personal Data of non-U.S. residents into the Software, unless and until otherwise expressly agreed in writing by Taverity.
Taverity will provide Customer with email-, telephone- and/or web-based technical support and maintenance Services to assist Customer in utilizing the Software.
Customer acknowledges and agrees that it is responsible for managing its organization's security environment and security profile. Customer will maintain commercially reasonable administrative, physical, and technical safeguards.
If requested by Taverity, Customer will designate one or more system administrators to manage the Software system for Customer.
Customer or End User will provide iPhone, browser software and other system components for use with the Software that meet Taverity's technical specifications.
Customer is solely responsible for the accuracy, completeness, and integrity of all Customer Data input into the Software or otherwise provided to Taverity.
Taverity owns and retains all right, title and interest in and to the Software, including the Software and Documentation, text, graphics, logos and images, Taverity's trademarks and service marks.
As between the parties, Customer owns and shall retain all right, title and interest in and to all Customer Data, as well as the contents of any reports or forms generated by the Software that are specific to Customer.
The Software tracks metadata and other statistical and usage data related to Customer's and Users' use of the Software ("Usage Data"). Taverity shall own such Usage Data in aggregated and/or anonymized form.
Taverity shall have a royalty-free, worldwide, irrevocable, perpetual license to use Feedback and incorporate it into Taverity's software, products and services.
Customer's fees for access to the Software and for other services are set forth in the Order.
If any amounts owed by Customer are thirty (30) or more days overdue, Taverity may charge interest at the rate of 1.5% per month or the highest rate permitted by law.
Customer will not withhold any undisputed portion of any amounts payable hereunder but may withhold disputed amounts upon written notice within sixty (60) days.
Customer is responsible for any applicable sales, use or other taxes or duties associated with this Agreement, other than taxes on Taverity's net income.
All amounts paid under this Agreement are payable in U.S. dollars. All payments are non-refundable, other than as expressly set forth in this Agreement.
This Agreement will commence on the Effective Date and will continue for the initial term of 12 months from the Effective Date (the "Initial Term"). At the end of the Initial Term, this Agreement will automatically renew for additional twelve (12) month renewal terms.
Either party will have the right to terminate this Agreement for cause at any time, upon written notice, in the event of any material breach by the other party, subject to thirty (30) days prior written notice and opportunity to cure such breach.
Upon final termination of this Agreement, Customer will no longer have access to the Software. Customer will promptly pay all outstanding amounts owed to Taverity.
Upon request by Customer, Taverity agrees to provide Customer with termination assistance to assist Customer to transition to a replacement system, subject to a maximum duration of 6 months.
Taverity may suspend Customer's and its Users' access to the Software if Customer is in material breach of this Agreement, including any non-payment of fees.
The receiving party of Confidential Information (i) shall not disclose Confidential Information or any information derived therefrom to any person, other than employees and independent contractors with a need to know; or (ii) use the Confidential Information for any purpose, except as expressly permitted by this Agreement. Confidentiality obligations shall survive any termination of this Agreement.
Each party will collect and maintain all Personal Data and protected health information ("PHI") of individuals contained in the Customer Data in compliance with applicable data privacy and protection laws, statutes, and regulations.
All payment card information and other payment information of Users ("Payment Data") will be processed by an independent third-party payment processor. Taverity and its employees will not have access to Payment Data.
Customer represents and warrants to Taverity that:
Taverity warrants, during the Term, that the Software, when used properly and in accordance with its Documentation and this Agreement, will comply in all material respects with its Documentation.
Except as expressly set forth in this Section 10, the Software, Documentation, Website and all Services are provided "AS IS". Taverity MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.
Each party shall defend or settle at its expense any third-party claim or action brought against the other party arising out of the Indemnifying Party's breach of this Agreement or any grossly negligent acts or willful misconduct.
Taverity shall defend or settle at its option and expense any Claim brought against Customer alleging that the Software infringes a U.S. registered patent, copyright, or trademark or misappropriates a trade secret.
Customer shall defend or settle at its option and expense any Claim brought against Taverity arising out of infringement claims or privacy breaches based upon the Customer Data.
IN NO EVENT SHALL TAVERITY BE LIABLE FOR LOST PROFITS, LOSS OF DATA, INTERRUPTIONS OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE. TAVERITY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO TAVERITY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
Any press releases or other public statement regarding this Agreement may be made only with the other party's consent. Taverity is permitted to include Customer's name on customer lists.
Neither party may assign or transfer this Agreement without prior written consent of the other party. A party may assign this Agreement in connection with a merger or acquisition.
This Agreement shall be construed in accordance with the laws of the State of Utah. Utah state and federal courts shall have exclusive jurisdiction over any disputes.
If any provision of this Agreement is deemed invalid or unenforceable, that provision shall be modified to the minimum extent necessary, and the remainder of this Agreement shall remain in full force and effect.
If you have any questions about these Terms of Service, please contact us:
Taverity Inc
Email: support@taverity.com
Website: https://taverity.com