SupportingLines CloudTM

The SupportingLines CloudTM is made available on a non-transferrable, named-user subscription basis and may not be shared by multiple users. Should it become evident that users are using this service contrary to the terms of this agreement we reserve the right to suspend the account with committed or prepaid fees still being due.


Intellectual property

During the term of this agreement, SupportingLines grants Company a limited, non-exclusive license to use SupportingLines intellectual property, including but not limited to programs, products, services, materials or the Company’s internal business purposes. This limited, non-exclusive license is not available to individuals should they move to other organizations.

Neither Company nor any individual user may sublicense, sell, transfer, assign to, display or otherwise make available by any means the programs, products, services and/or materials to any third party, including partners, consultants or independent contractors, to which the license has not been extended without SupportingLines’ prior written permission.

Should SupportingLines create configured client deliverables, Company can continue to use those deliverables for the Company’s internal business purposes beyond the term of this agreement within the terms of the aforementioned limited, non-exclusive license.

All aforementioned SupportingLines intellectual property shall remain the sole property of SupportingLines.


Limitation of liability

Neither party shall be liable for any of the following losses or damages (whether or not foreseen, direct, indirect, foreseeable, known or otherwise): (i) loss of profits (whether actual or anticipated), (ii) loss of revenue, (iii) loss of contracts, (iv) loss of anticipated savings, (v) loss of business, (vi) loss of opportunity, (vii) loss of goodwill, or (viii) any indirect, special or consequential loss or damage.

Notwithstanding the foregoing, nothing shall limit SupportingLines’ or its affiliates’ or their respective licensors’ rights to damages arising from any infringement or misappropriation of SupportingLines Intellectual Property, regardless of whether such infringement or misappropriation arises in connection with these terms or any other means.

SupportingLines’ total aggregate liability arising out of or in connection with the performance or contemplated performance under this agreement shall in no event exceed the price paid or payable by Company to SupportingLines under this agreement within the 12 month period immediately before the date of the event giving rise to Company’s claim.


Indemnity

Company and SupportingLines (each, the "Indemnifying Party") agree to indemnify and defend the other party, its officers, directors, and employees (each, an "Indemnified Party"), from and against any and all loss, damage, and expense, including reasonable legal fees and expenses ("Losses"), incurred by the Indemnified Party as a result of any third party claim, demand, action or proceeding ("Claim"), directly and proximately arising from or by reason of any actual or alleged infringement of any intellectual property rights arising out of any SupportingLines property or Company property supplied to the Indemnified Party by the Indemnifying Party.

This indemnification obligation is provisional on the Indemnified Party: (i) providing the Indemnifying Party prompt written notice of any Claim, or upon reasonable suspicion of a Claim, (ii) cooperating with the Indemnifying Party’s reasonable request for information or other assistance, (iii) granting control of the defense and settlement of the Claim to the Indemnifying Party, and (iv) not settling or making any offer to settle the Claim or make any admission of guilt or fault without first obtaining the Indemnifying Party’s prior written approval.


Feedback and enhancements

Company acknowledges and agrees that any suggestions, enhancement requests, recommendations, or other feedback provided by Company or any of its users to SupportingLines may be incorporated into its programs, products, services and/or materials, and shall be considered SupportingLines property.