THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 10 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, AND SECTION 11 LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.
GOT IDENTITY? TERMS AND CONDITIONS
Effective Date: August 22, 2022
- Acceptance. These Got Identity? Terms and Conditions are entered into by and between you (acting in your capacity as an employee or other representative of your company or other entity) (“you”) and The Webmethod, LLC, an Arizona limited liability company (“Webmethod”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, this “Agreement”), govern your access to and use of the Webmethod’s Got Identity? Services including any content, functionality, deliverables, and services offered in connection therewith (collectively, the “Services”). Please read this Agreement carefully before you engage us or use the Services. By acknowledging your agreement electronically or by other means, including accepting the provision of our Services, you accept the terms of this Agreement. You acknowledge that this Agreement contains legally binding terms and conditions that affect your legal rights and remedies.
- Services. Webmethod is providing the Services to you for your limited use, subject to the terms and conditions of this Agreement. These Services are provided at no-cost as part of our free offering under our Got Identity? Program and are provided in exchange for the promises and releases you provide under this Agreement. We reserve the right to terminate or modify the Services in our sole discretion. To receive the Services, you may be asked to provide certain personal and company details or other information needed by Webmethod to provide the Services. It is a condition of your use of the Services that all the information you provide in connection with the Services is correct, current, and complete. You hereby consent to all actions we take, consistent with this Agreement, with respect to all information you provide to us in connection with the Services or otherwise, including any information provide to us through the Services (collectively, “User Submission(s)”).
- Use of Information Provided by You. You acknowledge, represent and agree that any User Submission is submitted voluntarily, and that your User Submission does not establish a relationship between you and us except as set forth in this Agreement. You hereby grant Webmethod and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, display and create derivative works of your User Submissions as necessary for purposes of providing the Services and for any other lawful business purpose, except as otherwise prohibited by this Agreement. You hereby waive any right to compensation of any type related to your User Submissions. You represent and warrant that (a) you either own all User Submissions or otherwise have all the rights necessary to provide such User Submissions to us and to grant the rights and licenses in this Agreement to such User Submissions and (b) the User Submissions do not violate any law and that you have obtained all consents and permissions required to share the User Submissions with us.
- Intellectual Property Rights. The Services (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of those things), and associated know-how, are owned by Webmethod, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Services IP”). Webmethod retains all right, title, and interest in and to the Services IP. This Agreement contains no implied licenses. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of our Services without our prior written consent. However, Webmethod hereby grants you the right to store, reproduce and use any reports provided as a result of the Services (“Reports”); provided that such Reports are (a) used solely for your internal business purposes, and (b) treated as Confidential Information of Webmethod and not disclosed to any third party, other than consultants that are bound by confidentiality and using the Reports exclusively for the benefit of you.
- Permitted Uses. You represent and warrant that (a) you are at least 18 years of age; (b) you have full power and authority to enter into this Agreement and to legally bind the employer or company you represent; (c) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (d) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (e) you are not identified as a “Specially Designated National” by the United States government; and (f) you are not subject to any sanctions, including financial sanctions, of the United States government. We do not intend for the Services to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Services. You may use the Services only for lawful purposes and in accordance with this Agreement. You agree not (y) to use the Services in any way that violates any applicable federal, state, local, or international law or regulation, or (z) use the Services for any unauthorized, fraudulent, or malicious purpose.
- Disclaimer of Warranties. YOUR USE AND RECEIPT OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WEBMETHOD NOR ANY PERSON ASSOCIATED WITH WEBMETHOD MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, QUALITY, OR ACCURACY OF THE SERVICES, NOR ARE ANY SPECIFIC RESULTS FROM THE SERVICES GUARANTEED OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WEBMETHOD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR
PURPOSE. FURTHERMORE, WEBMETHOD MAKES NO CLAIM REGARDING THE SECURITY OF YOUR DATA OR SYSTEMS RESULTING FROM ACTIONS YOU TAKE OR DO NOT TAKE AS A RESULT OF THE SERVICES OR REPORTS.
- Confidentiality. “Confidential Information” mean any information disclosed under this Agreement reasonably understood to be of a confidential or proprietary nature that one party learns or receives from or on behalf of the other party. All Confidential Information relating to a party shall be held in confidence by the other party to the same extent and with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and importance, but in no event using less than a reasonable degree of care. Neither party shall disclose, duplicate, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s written consent. Notwithstanding the foregoing sentence, Webmethod may disclose your Confidential Information as necessary to perform the Services and each party shall, however, be permitted to disclose relevant aspects of the other party’s Confidential Information as required by applicable law and to its officers, directors, investors and potential investors, agents, permitted subcontractors and employees to the extent that such disclosure is necessary for the performance of its duties and obligations under this Agreement. Notwithstanding the foregoing, in no event shall you disclose our Confidential Information to any competitor of Webmethod or its affiliates (as determined by Webmethod in its reasonable discretion) without Webmethod’s prior written consent, such consent conditioned upon (a) the applicable third party’s written acknowledgement of and consent to the restrictions on Confidential Information set forth herein, (b) the applicable third party’s written agreement to use such Confidential Information (including, without limitation, the Reports and all portions thereof) solely to provide services to you , and (c) any other restrictions that Webmethod believes in its commercially reasonable discretion are necessary to protect its interests in Confidential Information. The parties may make disclosures regarding this Agreement to their current or prospective investors, and any disclosures required by legal, accounting, or regulatory requirements. Webmethod may disclose your name on a list of customers. Webmethod may, in its reasonable discretion, aggregate de-identified data learned in connection with providing the Services and provide such information to third parties.
- Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WEBMETHOD, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, “WEBMETHOD PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE WEBMETHOD PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES WILL NOT EXCEED $100 U.S. DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 8 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED.
- Indemnification. You will defend, indemnify, and hold harmless the Webmethod Parties from and against any third party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of this Agreement, (b) your use of the Services, (c) any User Submission made by you, including with respect to violations of any other party’s rights, such as intellectual property or other proprietary rights, and laws related to privacy or information security; or (d) your violation of any other party’s rights or applicable law.
- Arbitration and Governing Law. YOU WILL SUBMIT ANY DISPUTES ARISING FROM THIS AGREEMENT OR THE SERVICES, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE IN PHOENIX, ARIZONA. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL, OR COMPANY CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASSACTION BASIS. FURTHERMORE, UNLESS YOU AND WEBMETHOD AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to its conflict of laws provisions.
- Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- General. If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and Webmethod intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, you and Webmethod agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. The Webmethod may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement or assign, transfer, or sublicense your rights, if any, to access or use the Services and Reports, and any attempt by you to do so is void. The Webmethod’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Webmethod if it is in a written document signed by Webmethod. This Agreement (including any incorporated terms) constitutes the entire agreement between you and Webmethod with respect to the Services. Both you and Webmethod warrant to each other that, in entering into this Agreement, neither Webmethod nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in this Agreement. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Webmethod, or Webmethod’s successors and assigns, will have any right to enforce any of this Agreement. Neither this Agreement nor the Services create a partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.