CONTRACT TERMS & CONDITIONS:
This SmartServ Sales Contract (the “Contract”) states the terms and conditions that govern the contractual Agreement between SmartServ Inc. 320 Westlake Ave N, Seattle WA 98109 (the “Seller”) and PNW Fire Protection Inc. 116 Ne 153rd Avenue Vancouver WA 98684 (the “Purchaser”) who agrees to be bound by this Sales Contract. WHEREAS, the Seller is engaged in the production of SmartServ, a Service software solution; and WHEREAS, the Purchaser desires to purchase the Product according to the terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Seller and the Purchaser (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
“You” and “your” refers to the individual or entity that has ordered Software as a Service from SmartServ, Inc. by executing the Agreement. The “Parties” collectively refers toSmartServ, Inc and yourself. Software as a service includes the right to use theSmartServ software programs and support services described on the online ordering page, for purposes including but not limited to customer account management, project management, estimate and job management, dispatching, invoicing, payment processing, reporting, mobile applications and field management tools for workers, and mobile applications and web portals for customers (collectively, the “Services”).The term “Users” shall mean those individuals authorized by you or on your behalf who are your employees or contractors to use the Services. The term “Your Data” refers to the data provided by you that resides in your Services environment.
This Agreement includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains, among other things, the warranty disclaimers, liability limitations and use limitations. All IPs strictly belong to SmartServ Inc. with offices in both San Francisco & Seattle & there shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. The Purchaser hereby purchases the amount and type of the Product hereto (the “Purchased Product”).
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees to take reasonable precautions to protect such Proprietary Information.
Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), the Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
Within 72 hours of customer notice for termination, all client data will be returned by the SmartServ Team.
You agree that this Agreement is the complete Agreement for the Services ordered by you, and that the Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.
If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Agreement.
The Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by the Parties.
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the state of Washington
Restrictions on Use of the Services
You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, © violate privacy rights, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations.
In addition to any other rights afforded toSmartServ, Inc under the Agreement,SmartServ, Inc reserves the right to remove or disable access to any material that violates the foregoing restrictions.SmartServ, Inc shall have no liability to you in the event thatSmartServ, Inc takes such action.
You agree to defend and indemnify SmartServ, Inc against any claim arising out of a violation of your obligations under this section.