Your continued use of the Service shall be considered your acceptance to the Terms of Service as modified or updated from time to time. SHOULD YOU OBJECT TO ANY OF THE TERMS OF SERVICE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE SERVICE.
If any individual enters into these Terms on behalf of a company, organization or another legal entity ("Entity"), said individual agrees to these Terms of Service for that Entity and represents to WestRoadSouth Limited that he/she has the authority to legally bind such Entity and its Affiliates.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings:
2.1 Subject to the agreement and the compliance by User and Agents with these Terms, User and Agents have the right to access and use the portion of the Service provided by WestRoadSouth Limited for free and with no subscription, as detailed on the Site. During the Subscription Term and subject to compliance by User, Agents and End-Users with these Terms, Users and Agents have the limited right to access and use the portion of the Service consistent with the Service Plan. User’s right to access and use the API may also be subject to the restrictions and policies implemented by WestRoadSouth Limited from time to time with respect to the API as set forth in the Documentation.
2.2 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by WestRoadSouth Limited. WestRoadSouth Limited is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by WestRoadSouth Limited. WestRoadSouth Limited assumes no responsibility for the reliability or performance of any connections described in this clause.
2.3 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorized Agents and End-Users; (b) use the Service to process data on behalf of any third party other than Agents or End-Users; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any association or partnership with WestRoadSouth Limited, (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (l) try to use, or use the Service in violation of these Terms; (m) obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, password and other information of any other User through any means not purposely made available through the Service; (n) probe, scan, or test the vulnerability of any system or network of WestRoadSouth Limited or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by WestRoadSouth Limited to protect the Service, Site or Software (o) misrepresent yourself, your age or impersonate any other individual or entity.
2.4 The Service is not available to individuals who are younger than 18 years old.
2.5 User is responsible for compliance with the provisions of these Terms by Agents and End-Users and for any and all activities that occur under the Account, as well as for Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. User also maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes. Access to and use of portion of the Service may be restricted to the specified number of individual Agents permitted under the applicable Subscription Plan. User agrees and acknowledges that each Agent will be identified by a unique username and password ("Login") and that an Agent Login may only be used by one (1) individual. User will not share an Agent Login among multiple individuals. User and Agents are responsible for maintaining the confidentiality of all Login information related to the Account.
2.6 WestRoadSouth Limited reserves the right, in WestRoadSouth Limited’s discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if WestRoadSouth Limited suspects or detects any malicious software or file connected to Your Account or use of the Service by You, Agents or End Users; (d) for any other reason which WestRoadSouth Limited deems reasonable. WestRoadSouth Limited will use commercially reasonable efforts to schedule planned downtime for weekends (Pacific time zone) and other off-peak hours. WestRoadSouth Limited will use commercially reasonable efforts to communicate in advance the planned downtime periods to Users.
3.1 Subject to the express permissions of these Terms, You and WestRoadSouth Limited will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, WestRoadSouth Limited and User may only use the other party’s Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information solely to those of their respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
3.2 WestRoadSouth Limited will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data.
3.3 You agree that WestRoadSouth Limited and the service providers WestRoadSouth Limited uses to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers WestRoadSouth Limited utilizes will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service.
WestRoadSouth Limited may also access or disclose information about the Account, Your Data, User, Agents or End Users in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect WestRoadSouth Limited’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
Subject to these Terms of Service, WestRoadSouth Limited hereby grants You a non-exclusive, non-transferable, non-sub-licensable, limited right and license to use the Service for Your use. The rights granted herein are subject to Your compliance with these Terms of Service. The Service is being licensed to you and you hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms of Service are not to be construed as a sale of any rights in the Service.
WestRoadSouth Limited shall maintain all rights, title and interest in and to WestRoadSouth Limited patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights. WestRoadSouth Limited shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback WestRoadSouth Limited receives from You. WestRoadSouth Limited reserves all rights not expressly granted to You.
All content of the Service, Site or Software including, but not limited to, all text, graphics, user interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, WestRoadSouth Limited Trademarks, sounds, music, artwork, computer code and programming (collectively, "Content"), including the arrangement of such Content, is owned, controlled or licensed by or to WestRoadSouth Limited, and is protected by trade dress, copyright, and trademark laws, various other intellectual property rights and unfair competition laws. Except as expressly provided in the Terms of Service or authorized by WestRoadSouth Limited in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.
All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by WestRoadSouth Limited.
If You decide to enable, access or use Other Services, be advised that Your access and use of such Other Services is governed by the terms and conditions of such Other Services, and WestRoadSouth Limited does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Other Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the service providers of such Other Services handle data, including Your Data, or any interaction between You and the service provider. You irrevocably waive any claim against WestRoadSouth Limited with respect to such Other Services. WestRoadSouth Limited is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting WestRoadSouth Limited to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.
The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of WestRoadSouth Limited, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between you and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Other Services. You agree that WestRoadSouth Limited is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.
If there is a dispute between Users, or between Users and any third party, You understand and agree that WestRoadSouth Limited is under no obligation to become involved. In the event that You have a dispute with any other User, You hereby release the Released Parties from claims, demands, and damages (actual and consequential) of any kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
6.1 Unless otherwise provided by WestRoadSouth Limited in writing, charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). User is responsible for paying Taxes except those assessable against WestRoadSouth Limited based on its income. WestRoadSouth Limited will invoice User for such Taxes if WestRoadSouth Limited has or believes it has a legal obligation to do so and User agrees to pay such Taxes if so invoiced.
WestRoadSouth Limited reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to you or anyone else. If User does not log in to the Account for 12 or more months, WestRoadSouth Limited may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it. WestRoadSouth Limited reserves the right to block users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms of Service.
As some jurisdictions do not allow disclaimer of certain warranties, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
In some jurisdictions, some of the foregoing limitations may not apply.
You agree to indemnify and hold the Released Parties harmless from any demands, liability, claims or expenses, including attorneys’ fees and court costs, made by any third party due to or arising out of or in connection with: (a) any information (including Your Data or any other data) that you or anyone using your Account submit, post, or transmit on or through the Service; (b) the use of the Service or Other Services by you or anyone using your Account; (c) the violation of these Terms of Service by you or anyone using your Account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your Account. WestRoadSouth Limited reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If WestRoadSouth Limited does assume the defense of such a matter, You will reasonably cooperate with WestRoadSouth Limited in such defense.
WestRoadSouth Limited won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond WestRoadSouth Limited’s reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
If any provision in the Terms of Service is held invalid, the remainder of the Terms of Service shall continue to be enforceable. If any provision in the Terms of Service is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms of Service and the remaining provisions are still valid and enforceable. The failure of WestRoadSouth Limited to enforce any right or provision of these Terms of Service will not prevent WestRoadSouth Limited from enforcing such right or provision in the future. WestRoadSouth Limited may assign its rights and obligations under these Terms of Service, including in connection with a merger, acquisition, a sale of assets or by operation of law.