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Terms & Conditions

Terms and Conditions

  1. Services: These terms and conditions cover all SiteImprove services and all related products and services offered by SiteImprove Ltd., United Kingdom and associated companies (SI) to which you (User) subscribe.
  2. Use of Data: User agrees that all data generated by the Services (Data) are for User's internal reference only.
  3. Late Payments: SI's payment terms require payment within 30 days. If any payment due from User to SI is not paid when due, User agrees to pay SI interest on the past due amount on a daily basis from the due date until the date paid at a rate equal to the lesser of 10% per annum or the maximum rate allowed by law.
  4. Default and Remedies: User will be in default under these terms if there is (a) failure to pay any amount when due (subject to a 10-day grace period), or (b) User fails to comply with any provision of these terms, or (c) any representation made by User is or becomes untrue. If User is in default in any way, SI may immediately take any one or more of the following actions for protection:
  5. Declare all unpaid amounts due and payable; 
  6. Terminate the right to use all or any part of the Services 
  7. Take any other lawful action SI may deem appropriate to enforce User's performance and/or obtain damages for User's breach. If User defaults, he agrees to pay costs and reasonable attorney's fees SI may incur in enforcing SI's rights.
  8. Certain Other Agreements: User understands and agrees with SI as follows:
  9. User will comply with all state and federal laws, rules, regulation and tariffs regarding any specific applications and use of the Services.
  10. Sales/use Taxes: User will pay all sales or use taxes as billed by SI. User will also pay all other local, state or federal taxes arising out of his use of Services (excluding any income taxes), and User will provide SI with written proof of payment upon request.
  11. Reimbursement: If User fails to pay any taxes, charges or fees, created by himself, SI may at his option, pay the applicable taxes, charges and fees, and User will reimburse SI for those payments.
  12. Cancellation and Assignment: User may neither assign his rights or duties without SI's written consent, which SI may withhold at SI's sole discretion. Upon prior notice to User, SI may assign or subcontract all or part of SI's rights and obligations under these terms, in which event User will look only to SI's assignee and not to SI for any further performance.
  13. Termination. SI may cancel the provision of services in whole or in part by sending User written notice hereof with a notice period of 14 days.
  14. No Warranties: SI's services are provided via multiple public and private facilities, some of which are not within SI's control. SI does not guarantee the quality or condition of the Service. SI does not guarantee the subscribed Services will be active and available 100% of the time and will not be held liable for any of losses in the event that there is a service failure.
    SI MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE UTILISATION OF SI'S SERVICES.
  15. Disclaimers and limitations of liability: SI's possible liability vis-à-vis User is limited to the direct loss of User. SI thus excludes liability for any indirect or consequential loss (including lost profits, loss of data or regeneration thereof, loss of goodwill, loss of contracts or any other consequential losses) irrespective of whether such losses are caused by negligence or similar circumstances on behalf of SI. SI's aggregate liability shall furthermore be limited to the aggregate amount which User has duly paid to SI during the six months period prior to the date on which the relevant claim in question was made against SI.
  16. Miscellaneous:
    1. These terms and conditions supersede all prior agreements, representations or promises made by SI's representative that differ in any way from these terms and conditions.
    2. Any modifications of, or waiver of rights under, these conditions must be in writing signed by the party or parties to be bound by the modification or waiver.
    3. No provision of any purchase order or other document which User may issue covering any Services will modify these terms and conditions: User agrees that any such purchase order or other document is strictly for purposes of User's internal use.
    4. Any failure on SI's part to exercise SI's rights, or any delay in exercising SI's rights, shall not be deemed to be waiver of those rights, and waiver of any provision on any occasion shall not be construed to be a waiver of any other provision or on any other occasion.
    5. Any notices required under these conditions must be delivered in person or mailed, properly addressed and with postage prepaid, or via e-mail, to the party entitled to receive the notice.
    6. These conditions and any agreement with SI shall be governed by British material law.