Spectrum Communications & Consulting Inc. (“Spectrum”) will provide remote access to Predictive Sales AI Match Index and professional services (“Services”). By accessing the Services, you agree to all terms, conditions, and notices as an authorized representative of the Customer which employs you.
The Agreement commences on the date of execution (“Effective Date”) and will be automatically renewed for an unlimited number of successive one-year terms. Either party may terminate this Agreement to be effective at the end of the then current Term by providing thirty (30) days written notice of cancellation.
During the term, Customer may access and use the Services pursuant to Spectrum’s policies posted at www.predictivesalesai.com, as such policies may be updated from time to time. Spectrum retains all right, title, and interest in and to the Services, including without limitation all software used to provide the Services and all logos and trademarks reproduced through the Services. This Agreement does not grant Customer any intellectual property rights in the Services or any of its components. Spectrum reserves the right to change any information, features, or functions or the Services without prior notice.
Upon expiration or termination, Customer must cease using the Services and delete or return all Confidential Information or other materials of Spectrum’s in your possession.
For the Term, Customer shall pay fees detailed in this Agreement. Customer will provide Spectrum with valid and updated credit card information or direct debit authorization (“Payment Method”). Customer authorizes Spectrum to charge such Payment Method according to the payment schedule. Customer is responsible for providing complete and accurate billing information to Spectrum and notifying Spectrum of any changes to such information. To the extent any payment due under this Agreement is not paid within 30 calendar days of the due date, Customer shall pay Spectrum a late fee equal to 5% of the amount of the payment that was required to have been made.
In addition to any remedies Spectrum may have pursuant to this Agreement or at law for non-payment, delinquency may result in a delay or suspension of the right to use the Services.
Without additional charge, Spectrum shall provide such training on use of the Services as Customer may reasonably request, and the parties shall negotiate in good faith regarding the time and place of such training.
Spectrum will provide to you one Customer ID for each account held by you, thereby permitting you to access the Services on one computer at a time through the website. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. You further agree (a) not to provide Customer ID’s to anyone who is not your employee, and (b) to ensure all individuals permitted to use the Customer IDs are aware of and have agreed in writing to comply with the terms of this Agreement.
Some of the Services may require Customer to give Spectrum access to accounts or services you may have with third party providers (i.e. Facebook, Google My Business, etc.). When you provide this information to us or give us access to these third-party accounts, you agree that we are acting as agents of you and you authorize us to make any additions or changes necessary for the performance of the Services. Spectrum shall not be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from or in connection with Customer’s marketing activities that Spectrum is not expressly contracted to perform, including, but not limited to, changes made to any marketing or advertising activities originally performed by Spectrum.
Customer acknowledges and agrees that the Services and any necessary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that the content or information present to the Customer through the Services may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except where expressly provided otherwise by Spectrum, nothing in the Services or the Agreement shall be construed to confer any license to any of Spectrum’s intellectual property rights, whether by estoppel, implication, or otherwise. Any names or trademarks of Spectrum’s software and any other Spectrum ser-vices marks, logos, and product service names are marks of Spectrum, and Customer agrees not to display or use Spectrum’s marks, or the marks of any third-party vendor, in any manner without the owner’s express prior written consent.
Spectrum may make arrangements with third-party providers, or facilitate Customer making arrangements with third-party providers, that provide services in connection with the Services described in this Agreement (“Third-Party Services”). Customer is responsible for all costs, fees, or expenses associated with the use of Third-Party Services. Spectrum does not endorse, is not responsible or liable for, and makes no representations as to any aspect of Third-Party Services, including, without limitation, the manner in which they manage or process data or any interactions between Customer and the provider of Third-Party Services. Spectrum is not liable for any damage or loss caused or alleged to be caused by or in connection with your use of or access to Third-Party Services. You may be required to register for or log into such Third-Party Services on their respective websites. By enabling any Third-Party services, you are expressly permitting Spectrum to disclose Customer’s login and data provided in conjunction with the Services to facilitate the use of the Third-Party Services.
Spectrum represents and warrants that, during the Term of this Agreement, the Services will perform materially as described. Except for the express warranties set forth in this Agreement, Spectrum makes no warranties, either express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose. The data and any related materials utilized to provide Services are provided “as is” without warranty of any kind, either express or implied. The entire risk of use of the data shall be with the user.
In the event of breach of warranty, Spectrum shall repair the software or reperform the Services in question, at its own expense.
The preceding sentence, in conjunction with Customer’s rights to terminate this Agreement for breach where applicable, states Customer’s sole remedy and Spectrum’s entire liability for breach of warranty.
Each party shall defend and indemnify the other party against any third-party claim, suit or proceeding arising out of, related to, or alleging (i) unauthorized disclosure or exposure or personally identifiable information resulting from the other party’s acts or omission or from those of its contractors; or (ii) intellectual property infringement by software or content indemnitor contributed to the system. Spectrum and its officers shall not be liable for any damages caused by delay in rendering performance arising from any cause beyond the reasonable control or Spectrum. Spectrum shall not be liable for any direct, indirect, special, punitive, or consequential damages that results in any way from your use of or inability to use the Services, your reliance on the Services, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. The parties shall negotiate in good faith and use reasonable efforts to amicably settle any dispute, controversy or claim arising from or related to this Agreement or breach thereof. A party hereto must submit a written notice to the other party to whom such dispute pertains, and any such dispute that cannot be resolved within thirty (30) calendar days or receipt of such notice will be submitted to an arbitrator selected by mutual agreement of the parties. Such arbitration will be conducted in accordance with the existing rules of the American Arbitration Association. The decision or the arbitrator(s) made in writing will be final and binding upon each of the parties.
Except as otherwise provided in this Agreement, this Agreement may not be assigned by Customer except with the prior written consent of the other Party.