This Software as a Service Agreement ("Agreement") describes the terms pursuant to which Visual Communications Group, Inc. ("VCG", "we" or "us") will, during the Term, provide to you a limited revocable, non-exclusive, non-transferable right to access and use of the following "software as a service" functionality (the "Services") on www.signsearch.com/PRO, www.signsearch.com/Work, and www.workmyjobs.com in accordance with the terms of this Agreement and any ordering documents, online account terms, policies, and service-specific terms incorporated by reference.
1.0 We will utilize software to deliver to you Services that enable you to manage projects, locate, develop relationships with, and maintain
updated information about vendors ("Vendors"). Among other things, the Services
may enable your employees to:
The specific capabilities of the Services may be enhanced and modified over time. Additional information about current functional capabilities of the Services may be found at https://www.signsearch.com/PRO, https://www.signsearch.com/Work, and https://www.workmyjobs.com. "Software" means our software application or applications and any third-party or other software used in connection with our software that we use to deliver the Services, including all new versions, updates, revisions, improvements and modifications of our software application or applications. You shall not license the Software to any third parties. Instead, we are providing you with the ability to make use of Software and remote storage capabilities that we maintain for that purpose. You acknowledge that access to and use of the Services depends on internet connectivity, third-party systems, and your compliance with this Agreement, and that we are not responsible for delays, outages, or failures caused by any of the foregoing.
2.0 The Services include a predetermined amount of data storage. The amount of storage available with your plan is listed in your online account. Additional data storage can be purchased by contacting us at vcgsupport@vcgcorporate.com. If you exceed your data storage allotment you may experience a disruption in your service and loss of data. We may, without liability, suspend, delete, or refuse to accept data that exceeds applicable storage or usage limits. Any sales, use, or other taxes associated with provision of the Services to you will be added to the monthly billing and paid by you, excluding only taxes based on our net income. We reserve the right to modify Service Levels and pricing by giving you at least thirty (30) days' notice of any future change.
3.0 Within reason, we will provide, during our regular business hours (Central Time), telephone and email technical support about the Services to you and your employees. There will be no additional cost for limited technical support services. We do not guarantee any response time, resolution time, or availability commitment unless expressly set forth in a separate written service level agreement signed by VCG.
4.0 If you want customized services (e.g. creation of non-standard data fields),please contact us to determine whether additional charges will apply and, if so, what those will be. Any custom work, configuration, implementation, migration, integration, or professional services will be governed by VCG's then-current professional services terms and may be subject to additional fees, acceptance criteria, and delivery schedules. Unless otherwise expressly agreed in writing, VCG retains all right, title, and interest in and to all custom developments, configurations, templates, workflows, and related deliverables.
5.0 We are, and will remain the exclusive owner or, where applicable, licensee of all software, databases, applications, unique processes and other intellectual property utilized to deliver the Services. We reserve the right, in our sole discretion, to make any changes to the Software or resulting Services that we deem necessary or useful to maintain or enhance (i) the quality or delivery of our Services to our customers, including you, (ii) the competitive strength of, or market for our Services or (iii) the cost efficiency or performance of the Services, including the value of maintaining uniform platforms for multiple customers. In addition, we reserve the right, in our sole discretion, to make any changes to the Software or resulting Services in order to comply with applicable laws, regulations and industry standards. No such change, suspension, reduction, or discontinuance will entitle you to any refund, credit, offset, or other remedy.
6.0 Our Standard Terms of Use Relating to Use of the Services, which can be found at https://www.vcgcorporate.com/termsofuse.cfm ("Terms of Use"), and our Terms of Service Agreement, which can be found at https://www.termsofservice.cfm ("Terms of Service") are by reference made a part of this Agreement. We will do our best to send email notifications if there are changes to the Terms of Use and Terms of Service but any modification will be effective thirty (30) days from the date that it is posted on our site and the modified Terms of Use and Terms of Service will thereafter govern our relationship. Your continued access to or use of the Services after the effective date of any modification constitutes your acceptance of the modified terms. If you do not agree to a modification, your sole remedy is to stop using the Services and terminate in accordance with this Agreement.
7.0 All information, data and other content about Vendors to which you have access as a result of use of the Services can only be utilized by you and can only be utilized to manage installation, repair, estimate, and service projects on behalf of your properties or properties owned or leased by one of your clients. It cannot be shared with third parties or utilized to offer competing services. You may not scrape, download in bulk, copy, benchmark, resell, republish, create derivative databases from, reverse engineer, or otherwise commercially exploit any Vendor data, whether manually or by automated means. We may monitor your use and suspend or terminate access for any suspected misuse.
8.0 The verified or updated information that you obtain from Vendors as a result of use of the Services, as well as information you create through use of the Services that is specific to your projects, your clients, and your internal assessments of quality of Vendor services, will not be purposely shared by us with others.
9.0 The relationship created by this Agreement is us delivering independent vendor services to you. Nothing contained herein shall be construed to create a partnership, joint venture, franchisor-franchisee, agency or other relationship different from what is described above. Each of us is exclusively responsible for our own employees and operation of our own businesses.
10.0 Unless we otherwise agree or this Agreement is sooner terminated because of a breach, either of us can terminate the Agreement for any reason at the end of a month by giving written notice of termination to the other at least thirty (30) days before the end of that month. We may also suspend or terminate the Services immediately, in whole or in part, with or without notice, if we determine in our sole discretion that (i) you have breached this Agreement or any policy, (ii) your use of the Services creates security, legal, reputational, operational, or financial risk to VCG, the Services, or any third party, (iii) amounts due are overdue, or (iv) we are required or deem it advisable to do so to comply with law, protect our systems, or protect other customers. No termination or suspension by VCG will relieve you of the obligation to pay fees accrued or committed prior to the effective date of termination. Any right or obligation created in this Agreement or the Terms of Use and Terms of Service that, by its nature, is intended to survive termination of this Agreement (including, without limitation, restriction of use of Sign Vendor data to internal purposes, confidentiality, ownership of intellectual property, limitation of liability, and forum selection provisions) will survive termination. The Terms of Use and Terms of Service spell out how data compiled through use of Services can thereafter be utilized.
11.0 This Agreement is deemed to have been made in the State of Minnesota and shall be governed by Minnesota law. The forum selection clause in the Terms of Use and Terms of Service shall apply to any dispute over this Agreement.
12.0 This Agreement, including the Terms of Use and Terms of Service, constitutes our exclusive understanding with regard to the relationship by which you can make use of Services. It revokes and replaces any prior understandings, representations or discussions. Any exception, consent or supplementation that is specific to your situation has to be contained in a writing to which we both have agreed. This Agreement and the Terms of Use and Terms of Service can hereafter be modified in the manner described above.
13.0 You consent to your identification as a customer of VCG on VCG's websites, and in other marketing materials distributed by VCG (which may include press releases, emails and other web and print materials) (collectively "VCG Marketing Materials"). In connection with such activity, VCG may also display your trademarks, service marks, or logos in VCG Marketing Materials. The foregoing shall be deemed as a worldwide, non-exclusive and irrevocable license to the use of your name, trademarks, service marks, and logos in for this purpose. We agree that such license and consent shall terminate upon termination of your subscription to PRO Services.
We value our relationship with you and hope that you'll be able to obtain the full benefit that the Services can offer. Please feel free to contact us if you have any questions.
Visual Communications Group, Inc.