1. ACCESS TO THE INTEGRATION HUB.
The https://www.stonebranch.com/integration-hub/ website and domain name and any other linked pages (“Website”) are owned and operated by Stonebranch. Subject to these Terms, Stonebranch may offer to provide certain integrations, downloads, or software add-ons to Stonebranch’s software (the “Content”). Stonebranch may change, suspend or discontinue the provision of any Content at any time. Stonebranch may restrict your access to parts or all of the Content without notice or liability. Stonebranch reserves the right, in its sole discretion, to modify these Terms at any time by posting a notice on the Website, or by sending you a notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Website or the Content following such notification constitutes your acceptance of these Terms as modified.
You represent and warrant to Stonebranch that: (i) if you are an individual (i.e., not a corporation), you are of legal age to form a binding contract and you are at least 13 years or age or older; (ii) if you are an individual entering into these Terms on behalf of an entity (e.g., a corporation), you are an authorized representative of the entity with the authority to bind the entity to these Terms, you agree to these Terms on the entity’s behalf, and “you” as used in these Terms includes you and that entity; (iii) all registration information you submit is accurate and truthful; and (iv) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the INTEGRATION HUB and the Content and take full responsibility for the selection and use of and access to the INTEGRATION HUB and the Content. This Agreement is void where prohibited by law, and the right to access the Website or the Content is revoked in such jurisdictions.
2. USE OF CONTENT.
The Content available on the Website consists of (a) materials owned by Stonebranch (“Stonebranch Content”) and (b) open source materials and/or materials owned by third-parties (“Third-Party Content”).
Subject to your compliance with these Terms, you may download and copy the Stonebranch Content for your or your organization’s internal business purposes only. You may not distribute or sell Stonebranch Content to others outside of your organization. Stonebranch may terminate your permission to download, copy, or use the Stonebranch Content at any time and for any reason.
You understand and agree that the Third-Party Content may be subject to third-party intellectual property protections or other restrictions on downloading, copying, or use. The availability of Third-Party Content for download on the Website does not mean that the Third-Party Content is free to use without restriction, and it is your sole responsibility to investigate and abide by any Third-Party requirements or restrictions prior to downloading Third-Party Content.
Stonebranch will provide troubleshooting or support services (“Services”) for certain Content that you download. The product page notes on the Website will indicate when Content is unsupported. Stonebranch reserves the right to cease providing Services for any Content in its sole and absolute discretion. The fees applicable to such Services, if any, shall be agreed upon by the parties.
4. WARRANTY DISCLAIMER.
Stonebranch has no special relationship with or fiduciary duty to you. You acknowledge that Stonebranch has no control over, and no duty to take any action regarding: which users gain access to the Content; what Content you access via the Website; what effects the Content or Services may have on you; how you may interpret or use the Content or Services; or what actions you may take as a result of having been exposed to the Content or Services. You release Stonebranch from all liability for you having acquired or not acquired Services or Content. Stonebranch makes no representations concerning any Services or any Content contained in or accessed through the Website, and Stonebranch will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material associated with the Services or contained in or accessed through the Website. Stonebranch makes no representations or warranties regarding the accuracy of the Services or the descriptions of Content anywhere on the Website.
THE CONTENT, SERVICES, WEBSITE, AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
5. REGISTRATION AND SECURITY.
You will indemnify and hold Stonebranch, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your use of the Content, the Services, your violation of these Terms, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
7. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE, SERVICES, OR CONTENT OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $1,000; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8. FEES AND PAYMENT.
Although most of the Content is currently free to users, Stonebranch reserves the right to require payment of fees for certain or all Content or for Services. You shall pay all applicable fees for Content (as described on the Website in connection with such Content selected by you) and Services (as communicated to you and mutually agreed upon). Stonebranch reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Any fees paid hereunder are non-refundable.
9. INTERACTION WITH THIRD PARTIES.
The Website may contain links to third party websites or services (“Third-Party Services”) that are not owned or controlled by Stonebranch. When you access Third-Party Services, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third-Party Services and that you will act in accordance with those policies, in addition to your obligations under these Terms. Stonebranch has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services. In addition, Stonebranch will not and cannot monitor, verify, censor or edit the content of any Third-Party Service. By using the Website and/or downloading Third-Party Content, you expressly relieve and hold harmless Stonebranch from any and all liability arising from your use of any Third-Party Service.
Your interactions with organizations and/or individuals found on or through the Website, including the downloading of Third-Party Content, the payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before downloading Third-Party Content or proceeding with any online or offline transaction with any of these third parties. You agree that Stonebranch shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that Stonebranch is under no obligation to become involved. In the event that you have a dispute with one or more third parties, you hereby release Stonebranch, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
This Agreement shall remain in full force and effect while you use the Website, Content, or Services. You may terminate your use of the Website, Content, or Services at any time. Stonebranch may terminate or suspend your access to the Website, Content, or Services at any time, for any reason, and without warning. Stonebranch may also terminate or suspend any and all access to the Website immediately, without prior notice or liability, if you breach any of these Terms. Upon termination, your right to use the Website and any Content will immediately cease. All provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Stonebranch’s prior written consent. Stonebranch may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement (namely, the use of the Website and the provision of the Content and Services described herein). THESE TERMS SHALL NOT IN ANY WAY LIMIT, ALTER, REPLACE, OR OTHERWISE AFFECT THE TERMS OF ANY MASTER AGREEMENT OR OTHER AGREEMENT PROVIDING FOR THE SALE, LICENSE, OR PURCHASE OF ANY STONEBRANCH SOFTWARE SOLUTION. All modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Stonebranch in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. You and Stonebranch agree there are no third party beneficiaries intended under this Agreement.
12. ARBITRATION; GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Fulton County, Georgia, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of Georgia.