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This Professional Services Terms Addendum (this “Addendum”) supplements the Company Partner Terms or Client Subscription Terms (the “Terms”) between SharpSpring, Inc. (“Company”) and, as applicable, Partner or Client (referred to in this addendum as “Customer”), and applies to any Order between Company and Customer. Capitalized words and phrases not otherwise defined by this Addendum have the meanings given by the Terms.
Company will provide to Customer the services described in the Order (the “Services”) in accordance with this Addendum. Company will use reasonable efforts to meet any performance dates specified in the Order, but any such dates are estimates only.
If Company’s performance of its obligations under thisAgreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Company will not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Customer will be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
ll intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “IntellectualProperty Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services, including any items identified as such in the Order (collectively, the “Deliverables”) except for any ConfidentialInformation of Customer or customer materials will be owned by Company. Company grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enableCustomer to make reasonable use of the Deliverables and the Services.
EXCEPT FOR THE WARRANTY SET FORTH IN PARAGRAPH9.1OF THIS ADDENDUM, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
For the avoidance of doubt, Section 20 of the Terms will apply to thisAddendum. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THE APPLICABLE ORDER GIVING RISE TO THE CLAIM.
Man mano che l'intelligenza artificiale (AI) diventa più accessibile per le piccole imprese,...