ScreenConnect SaaS terms and conditions
THIS AGREEMENT GOVERNS YOUR LICENSE AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE VERSION OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE VERSION. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN TRANSACTION AGREEMENT THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
These Terms and Conditions are entered into by your organization (“Client” or “You” or “Your”) and ScreenConnect.
1. Definitions. The following definitions shall apply:
“Available Functionality" means the application functionality which is generally available and provided by ScreenConnect as part of the Service as such program(s) is described on the applicable ScreenConnect website.
“Client” means the legal entity identified on the relevant Transaction Agreement that enters into the Terms and Conditions with ScreenConnect.
“Client Data” means all electronic data or information provided by Client to the Service or subsequently retrieved by Client from the Service.
"Confidential Information" means the Available Functionality, the User Guide, the Service, Client Data, and any other information, maintained in confidence by the disclosing party, whether communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and any information that by its form, nature, content or mode of transmission would, to a reasonable recipient, understand to be confidential or proprietary.
“Documentation” means the documentation, technical product specifications and/or user manuals, published by ScreenConnect that is made generally available with the Services.
“Effective Date” means the date Client sign up for the Service.
“End Date” means the date Client subscription to the Service expires or is terminated earlier in accordance with the terms set forth herein.
“Maintenance Service” means the maintenance and support services provided by ScreenConnect pursuant to the relevant On Demand support services policy and descriptions located at the applicable ScreenConnect website.
“Malicious Code” means any harmful program, code or device incorporated into the Service, when operated in its intended manner, the result is (i) corruption of data stored or processed by the Service or deactivation or disabling of the Service or other hardware or software; or, (ii) the cessation of processing by the Service, or other hardware or software.
“Transaction Agreement” means the applicable online order form(s) or other ordering document accepted by ScreenConnect for the Service that is licensed to Client.
“Production” means the “live” environment of the Service provided by ScreenConnect and/or ScreenConnect’s third party provider to Client.
“Service” or “SaaS” means the provision by ScreenConnect or a third party provider of an online, web-based version of the Available Functionality for access to and usage by Client as described in the User Guide. Any service or material provided by ScreenConnect hereunder may be provided by a third party provider(s).
“Service Level Terms and Conditions” or “SLAs” means the measurements and service levels set forth in Exhibit A, designed to provide an objective measurement of ScreenConnect’s performance of the Service. "Support website" means the ScreenConnect Internet website, https://www.screenconnect.com/Support as updated from time to time.
“Term” means the initial term between the Effective date and the End Date. At the end of the Term the Service will automatically renew at ScreenConnect’s then current list price unless terminated by you in accordance with these Terms and Conditions.
“User Guide” means the online user manuals for the Service and for the Available Functionality accessible via the Support website.
2. Provision of the Service, Additional Authorized Use and Different Level of Service. ScreenConnect agrees to provide the Service to Client in accordance with these Terms and Conditions. Client acknowledges and agrees that its Service subscription is not contingent upon the delivery of any future functionality or features. ScreenConnect hereby provides Client a non-transferable and non-exclusive right to access and use the Service for the sole purpose of supporting its internal business operations. The number and type of Authorized Use for the Service and associated fees due and payable are set forth on the Transaction Agreement. Additional Authorized Use, or a different level of Service, if available, shall require an additional Transaction Agreement or Amendment to the original Transaction Agreement to be submitted to ScreenConnect together with payment of the applicable additional fees. If Client is using a free version of the Service then the terms set forth in Exhibit B attached hereto shall apply to Client’s use of the Service.
a) “Active Session” One active communication between Client and one (1) device.
b) “Agent” means a single installation of the agent software on a specific operating system instance which can be identified as a unique host identification on a hardware server or, in the case of a device without an operating system, on a single computerized device managed by You and which Agent communicates with the hosted ScreenConnect instance. A device may have multiple operating system instances installed on it (through partitioning or virtualization). Each instance of the operating system on a partitioned/virtualized server must license an agent.
c) Concurrent Session License: The Service is provided to Client on a concurrent user basis such that Client must purchase one license for each user that may access and use the Software Host Client at any one time. If the number of users who can access and use the Software Host Client at any one time exceeds the number of licenses Client have purchased, then Client must contact ScreenConnect to obtain additional licenses for the Service, at the then-current license fees. The Software Host Client may only be used by Client. Client may not utilize Client licenses to provide hosting or establish connections for users or organizations not working directly on behalf of Client but are instead using Client services as a bridge to facilitate their own needs referred to here as “License Pooling”. At no time shall there be more than one licensee for this license or can it be shared with other organizations.
d) ScreenConnect may replace the Available Functionality that is generally available to customers of ScreenConnect with alternative, materially similar, functionality which functionality shall thereafter be considered as the Available Functionality. From time to time, additional functionality may be offered by ScreenConnect with respect to the Service at an additional fee. Such additional functionality will be offered and agreed under an additional Transaction Agreement.
3. Third Party Software, Hardware, Interfaces. Third party provided links to any software, hardware or other services which are associated with, or otherwise available through the Service shall be accessed and used by Client in their sole discretion. ScreenConnect shall have no responsibility or liability with respect to Client’s access to or use of such items or any such services or for any act or omission of any such third party provider.
4. Limitations and Processes. ScreenConnect’s delivery of the Service shall be excused as a result of Client’s (i) failure to comply with its obligations as set forth herein; (i) failure to provide ScreenConnect with information reasonably deemed by ScreenConnect to be necessary to assist ScreenConnect in its performance under these Terms and Conditions; or (iii) delay, prevention or interference with ScreenConnect’s performance under these Terms and Conditions. Client shall provide information as requested. Client will utilize the ScreenConnect Support website, or other site or notification mechanism as ScreenConnect may designate from time to time, to notify ScreenConnect of Service availability issues, request other in-scope technical support assistance, or for Client's designated Senior Approver (defined below) to provide approvals or other responses.
5. Maintenance Services. ScreenConnect shall provide Maintenance Services as long as Client is current in payment of applicable fees pursuant to the Transaction Agreement and is otherwise materially compliant with the terms and conditions of these Terms and Conditions. In order to continue receiving Maintenance Services from ScreenConnect, Client may be required to upgrade to third-party-supported applications, and operating systems as specified in the ScreenConnect User Guide and/or other ScreenConnect published or designated user documentation (the “User Documentation”), as applicable. If Client decides to implement optional “client” technologies as part of these Terms and Conditions, Client is responsible for the successful installation and implementation of such “client” technologies within its environment as specified in the Documentation, as applicable. Client's technical support requests must contain all available information, in English, including but not limited to, Client Name, Subdomain, Client number or site identification number, problem severity, service/software name, operating system/release, platform, area of Service at issue (Production or Sandbox), problem description, and a technical contact familiar with Client's environment or the problem to be solved. Client shall ensure the Support Contacts described in Section 6 below are available to provide ScreenConnect with relevant and requested information, data gathering and testing necessary to assist with the resolution of any issue. Client shall execute diagnostic routines, if provided by ScreenConnect, and will promptly inform ScreenConnect of the results. Client shall communicate with ScreenConnect to verify the existence of the problem and to provide information about the conditions under which the problem could be duplicated.
6. Client Responsibilities. Client will provide to ScreenConnect the information that is requested by ScreenConnect in the Initial Service email referred to in Section 4 above including, but not limited to the following:
• Client is responsible for all activities that occur in, or are related to, user accounts and for compliance with these Terms and Conditions. Client shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data; (ii) prevent unauthorized access to, or use of, the Service, and shall notify ScreenConnect promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws in accessing and using the Service. Client shall not: (i) 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 as otherwise contemplated by these Terms and Conditions; (ii) send spam or otherwise duplicative or unsolicited messages; (iii) send or store infringing, obscene, threatening, or otherwise unlawful material that is harmful to children or violates third party privacy rights; (iv) send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related system or networks; or (vii) use the Service with any ScreenConnect program or functionality which is not set forth on an Transaction Agreement.
• Client represents that (i) it is responsible for compliance with all applicable data protection and privacy protection requirements; (ii) it is duly authorized to provide personal data to ScreenConnect and it does so lawfully in compliance with relevant legislation, (iii) ScreenConnect and any entity within the ScreenConnect group of companies (each a "ScreenConnect Entity") or its subcontractors may process such data and are doing so solely as a data processor and not a data owner and (iv) ScreenConnect may disclose such data to any ScreenConnect Entity and its subcontractors for this purpose and may transfer such data to countries outside of the country of origin.
a) Mutual Warranty: Each party represents and warrants that it has the legal power to enter into these Terms and Conditions.
b) ScreenConnect Warranty: ScreenConnect represents and warrants that (i) it owns or otherwise has sufficient rights in the Service to grant to Client the rights to access and use the Service granted herein; (ii) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the Service shall perform materially in accordance with the User Guide. ScreenConnect DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR THAT THE AVAILABLE FUNCTIONALITY WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THIRD PARTY WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR SATISFACTORY QUALITY, OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY ScreenConnect AND ScreenConnect MAKES NO WARRANTIES HEREUNDER WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD PARTY SOFTWARE WHICH ScreenConnect MAY USE TO PROVIDE THE SERVICE. The “SLAs” set forth in Exhibit A shall be Client’s sole and exclusive remedies for any breach of such SLAs.
c) If You are a trial user, You may use the Services for evaluation or testing purposes for non-production use for fourteen (14) days from the date You initiate the Service (the “Evaluation Period”). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND RELATED DOCUMENTATION USED FOR TRIAL OR EVALUATION PURPOSES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTIES OF ANY KIND. You may not use without ScreenConnects’s prior written consent the Services and related documentation (i) if You are a direct competitor of ScreenConnect or its affiliated companies or (ii) for purposes of comparison with or benchmarking against third party products or services (including publishing performance information or comparisons). Your right to use the Services ends when the Evaluation Period ends or if You violate any term of these Terms and Conditions. ScreenConnect also reserves the right to terminate any Trial Use with or without cause with five (5) days prior written notice. Upon termination, You must stop using the Service.
d) Client Warranty: Client represents and warrants that Client and those providing data and information to Client, have the right to transmit to ScreenConnect, and receive from ScreenConnect, any data, material or records that are required to enable ScreenConnect to perform the Service and any other of ScreenConnect’s obligations under these Terms and Conditions. Client represents and warrants that it is responsible for all activities that occur in Client’s accounts, Client’s use of the Service and of the Work Product and for any Client user’s compliance with these Terms and Conditions.
8. Limitation of Liability.
a) Except for death or personal injury caused by the negligence or willful default of ScreenConnect, and subject to Sections 8.b and 8.c, ScreenConnect's liability to Client for direct damages, loss or liability for any cause whatsoever, except as otherwise stated in this Section 8, and regardless of the form of action will be limited to the total amount of fees paid by the Client over a period of 12 months prior to the date that the damage occurred for the Services that caused the damage or gave rise to the cause of action.
b) ScreenConnect’s liability for damage to tangible personal or real property due to the negligence of ScreenConnect shall be limited in aggregate to the sum of US$500 per event or series of related events.
c) THE REMEDIES PROVIDED IN THESE TERMS AND CONDITIONS ARE THE EXCLUSIVE REMEDIES OF THE PARTIES. IN NO EVENT SHALL ScreenConnect BE LIABLE TO THE PARTNER OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT, OR OTHERWISE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OR CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED.
9. Client Data.
a) As between ScreenConnect and Client, Client exclusively owns all rights, title and interest in and to all Client Data. Client Data is deemed Confidential Information under these Terms and Conditions. ScreenConnect shall not access Client’s User accounts, or Client Data, except (i) in the course of data center business operations including, but not limited to product management, capacity planning and reviewing user experience (ii) response to service or technical issues or (iii) at Client’s request. Recovery of any Client Data deleted by Client shall be the responsibility of Client and not the responsibility of ScreenConnect.
b) Client Data shall be stored by ScreenConnect and/or by ScreenConnect’s third party providers. Subject to ScreenConnect’s responsibilities as set forth in Section 12 hereof, entitled “Confidentiality”, ScreenConnect will not be responsible for any unauthorized access to or alteration, theft or destruction of Client Data through accident, fraudulent means or devices, or any other method, unless such access, alteration, theft or destruction is caused as a direct result of ScreenConnect’s gross negligence or intentional misconduct, in which case ScreenConnect’s commercially reasonable efforts to restore or recover Client Data shall be limited to the most recent back-up of Client Data.
c) ScreenConnect is not responsible for loss of Client Data arising from Client’s: (i) a Client transmission not in accordance with the User Guide; or, (ii) failure to act on any ScreenConnect provided communication.
d) Client’s data may be deleted due to termination or suspension of the Service.
e) To the extent that any Client Data contains third party information, files or data, it is solely Client’s responsibility to properly notify or obtain any applicable thirty-party consent.
10. Fees and Payment. Fees are based on the Service purchased pursuant to the Transaction Agreement and not actual usage. Client may not decrease usage during the term. Decreases are only permitted at the end of the then current term and take effect during the following term. Payment obligations are non-cancellable, fees paid are non-refundable, and the number of subscriptions purchased cannot be decreased. Fees for the Service plus any applicable taxes will be billed in accordance with the Transaction Agreement. Client further agrees that until and unless you notify ScreenConnect of your desire to cancel any or all services received, those services will be billed on a recurring basis. Cancellations are effective at the end of your then current committed term. Client agrees to pay any applicable VAT, sales tax, import and custom duties and any other applicable taxes (collectively “Taxes”) in addition to the fees. ScreenConnect may charge interest of one per cent (1%) per month compounded for the entire overdue period or the maximum amount allowed by law if undisputed fees are not paid by the due date. If Client's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, ScreenConnect reserves the right to suspend or terminate the Service provided to Client, without liability, suspensions are effective until such amounts are paid in full. ScreenConnect reserves the right to charge for the Service or any portion thereof, modify the pricing of, add to, or discontinue the Service or any portion thereof without prior notice. From time to time ScreenConnect makes available certain value-added services for a fee. Should you elect to use such services, you agree to pay the required fee as specified in the services registration and purchase pages. If you elect not to pay any fees charged by ScreenConnect, ScreenConnect shall have the right to cease providing those services to you. ScreenConnect reserves the right to modify the pricing of these services at any time without prior notice.
a) Client shall defend and indemnify ScreenConnect from and against all Claims made or brought against ScreenConnect arising out of Client’s use of the Service. Further, Client shall defend, indemnify and hold ScreenConnect harmless against any Claims made or brought against ScreenConnect alleging that the Client Data, materials or records, or Client's use of the Service in violation of these Terms and Conditions, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that ScreenConnect (a) promptly gives written notice of the Claim to Client; (b) gives Client sole control of the defense and settlement of the Claim; and (c) provides to Client, at Client's cost, reasonable assistance.
b) Each party shall indemnify the other against all damages, fees, fines, judgments, costs and expenses incurred as a result of a Claim alleging a bodily injury or death which arises from the provision of the Service, provided that such liabilities are the proximate result of intentional tortious misconduct on the part of the indemnifying party.
a) For purposes of these Terms and Conditions, the “Disclosing Party” means the party that transmits or otherwise communicates Confidential Information to the Receiving Party. The “Receiving Party” shall be the party that receives the Confidential Information from the Disclosing Party.
b) The following is not considered to be Confidential Information: (i) information which the Receiving Party has been authorized in writing by the Disclosing Party to use without restriction; (ii) information which was rightfully in the Receiving Party’s possession or rightfully known to it prior to receipt of such information from the Disclosing Party; (iii) information which was rightfully disclosed to the Receiving Party by a third party having proper possession of such information, without restriction; (iv) information which is part of or enters the public domain without any improper action or inaction by the Receiving Party; and (v) information which is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
c) The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purposes set forth in these Terms and Conditions, and shall cause its employees, agents, financial advisors and attorneys and users, if any, to maintain such Confidential Information in complete confidence, and shall disseminate such Confidential Information only on a need-to-know basis. The Receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that the Disclosing Party shall be given prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the other party to obtain a protective order.
d) The Receiving Party agrees, at any time upon request of the Disclosing Party or upon any termination of these Terms and Conditions, to return to the Disclosing Party all Confidential Information in its possession or confirm the destruction thereof.
e) In the event of a breach of this Section, the Disclosing Party may not have an adequate remedy at law. Thus, the parties agree that the Disclosing Party may be entitled to seek the remedies of temporary and permanent injunction, specific performance or any other form of equitable relief. For the Available Functionality and the Service, the foregoing obligations of this Section are perpetual and shall survive termination. For all other Confidential Information, the foregoing obligations shall extend for five (5) years from the date of initial disclosure.
13. Proprietary Rights. ScreenConnect and its licensors shall retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the Available Functionality, the Service and to all ScreenConnect intellectual property and any enhancements, modifications or derivatives thereof. Client may not distribute, promote, or otherwise use any information or materials relating to the Available Functionality or the Service for any external use without the express prior written consent of ScreenConnect or as otherwise specifically permitted herein. No title, copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted hereunder is exchanged between the parties. Client shall not (i) modify, copy or create derivative works based on the Available Functionality or the Service; (ii) frame or mirror any content forming part of the Available Functionality or the Service, other than on Client's own intranets or otherwise for its own internal business purposes in accordance with the provisions of these Terms and Conditions; (iii) reverse engineer the Available Functionality or the Service; or (iv) access or use the Available Functionality or the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Available Functionality or the Service. ScreenConnect shall have the right to own any and all rights to, and to use or incorporate into the Available Functionality and the Service, any suggestions, enhancement requests, recommendations or other feedback provided by Client or its authorized users relating to the operation or use of the Service.
14. Disaster Recovery. Disaster recovery procedures will be performed by ScreenConnect and/or by ScreenConnect’s third party providers in the case of a Force Majeure Event (defined below). If a Force Majeure Event occurs and this impedes ScreenConnect's ability to backup Client Data from the prior 24 hours, Client acknowledges and agrees that such data may not be recoverable and accepts responsibility for re-entry of such data.
15. Termination. A party may terminate the Terms and Conditions for cause: (i) upon 30 days written notice to the other party of a material breach of these Terms and Conditions if such breach remains uncured at the expiration of such period (or if such cure is not reasonable within the 30 days, and commercially reasonable steps have not been taken to cure the situation) after which time period written notice of termination is given to the breaching party; or, (ii) if a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party, other than for the purposes of solvent reconstruction. ScreenConnect may terminate these Terms and Conditions without cause upon sixty (60) days prior written notice to Client. If ScreenConnect discovers that any Client Data is inaccurate, incomplete or not current, or if ScreenConnect determines, in its sole discretion, that Client is not an appropriate subscriber or user of the Service, ScreenConnect may immediately terminate Client’s right to access, receive, use and license the Service and its related software.
16. Audit. ScreenConnect, or a ScreenConnect designated third party may, during normal business hours, on reasonable advance notice describing the purpose and scope of the request, in a manner that does not unreasonably interfere with the business operations Client, audit Client’s use of and access to the Services to verify Client’s compliance with the provisions of these Terms and Conditions.
17. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THESE TERMS AND CONDITIONS.
18. Applicable Law. These Terms and Conditions shall be construed and governed in accordance with the laws of the State of Florida (excluding its conflict of laws provisions) shall govern these Terms and Conditions. The parties agree that any action arising under or relating to these Terms and Conditions shall lie within the exclusive jurisdiction of the State and Federal Courts located in Hillsborough County, Florida. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Terms and Conditions.
a) Client may not assign this agreement, the use of the Available Functionality, the Service or any other of its rights and obligations under these Terms and Conditions. This Terms and Conditions shall be binding on the parties hereto and their respective successors and assigns. ScreenConnect shall have the unrestricted right to assign all of its rights and obligations under these Terms and Conditions.
b) ScreenConnect is not and shall not be deemed to be an agent or contractor of Client or any other parties. The Terms and Conditions shall not be deemed to confer or delegate upon ScreenConnect any discretionary authority or discretionary control on behalf of Client. Client is not and shall not be deemed to be an agent or contractor of ScreenConnect. The Terms and Conditions shall not be deemed to confer or delegate upon Client any discretionary authority or discretionary control with regard to ScreenConnect’s conduct of its business.
c) ScreenConnect shall be excused from performance of its obligations pursuant to these Terms and Conditions for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by Client or a third party, or an act of God, severe weather, hurricanes, earthquakes, flood, war, civil disturbance or civil commotion, court order or any other cause over which ScreenConnect does not have direct control, including internet or communication problems (including internet service provider or hosting facility failures or delays involving hardware, software or power systems not within ScreenConnect's possession or reasonable control), third party hardware or software errors, computer viruses or similar harmful programs or data, or unauthorized access or theft (a "Force Majeure Event").
d) ScreenConnect shall have the right to identify Client as a user of the Service. Client agree that ScreenConnect may use any logo and/or name associated with Client on ScreenConnect's website and other materials in order to identify Client as a ScreenConnect user.
e) No part of the Service is directed to persons under the age of 15. If you are under 15 years of age, you must not use or access the service at any time or in any manner. By using the Service, you represent and warrant you are at least 18 years of age, or, if you are under 18 years of age (but 15 years of age or older), then you affirm that you possess the legal consent of your parent or guardian to access and use the Service.
f) Client specifically consents to receive e-mails and marketing materials from ScreenConnect, its affiliated companies and authorized vendors but may opt out at any time.
g) We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service after the posting of the changes. It is Your responsibility to check these Terms and Conditions regularly.
h) Client agree not to bring or participate in any class action lawsuit against ScreenConnect or any of its employees or affiliates. Client agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of ScreenConnect to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by ScreenConnect of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to ScreenConnect by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
i) Client acknowledges and agrees that ScreenConnect is in the business of providing remote access, remote support, collaboration and data management solutions and that ScreenConnect may provide such services to third parties, including any competitors of Client, which are the same or similar to the Services provided to Client hereunder.
j) Certain features of ScreenConnect's remote access, management and support services, such as allow Client to remotely access and/or remotely control a computer, server or other device; remotely monitor and manage certain cloud applications; and/or remotely transfer files from one device to another. By clicking through these Terms, using any of these Services or otherwise indicating Clientr acceptance of these Terms, Client hereby agree that Client will not (i) use any of ScreenConnect’s remote access, management and support Services to attempt to gain unauthorized access to computer systems or devices that you do not have permission to access or otherwise interfere with another User's use and enjoyment of our Services or other cloud applications; (ii) use the Services to distribute or transmit any software or other computer files that contain a virus, Trojan horse, worm or other harmful or destructive component; (iii) use the Services under false pretenses to gain access to a third party's PII, computer systems or other devices or applications; or (iv) use the Services for any other illegal or unauthorized purposes. Client agree that Client are responsible for the actions and inactions of Clientr employees and consultants and will use commercially reasonable efforts to monitor Clientr employees and consultants. ScreenConnect reserves the right to disable Clients account or take any other action that ScreenConnect in its sole discretion deems necessary or appropriate, including pursuing legal action, in the event that ScreenConnect has reason to believe that Client have violated the terms of this Section.
k) Client understands that Client may be subject to laws or regulations regarding the recording of telephone calls and other electronic communications, and that it is thus Client's responsibility to properly notify all participants of any recordings. ScreenConnect will not be held liable for Client's failure to do so.
l) Neither party may issue press releases relating to these Terms and Conditions without the other party's prior written consent. Either party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party's standard guidelines.
m) ScreenConnect and Client agree that all other agreements, proposals, purchase orders, representations and other understandings, whether oral or written, related to the Service are superseded in their entirety by these Terms and Conditions. No alteration or modification of these Terms and Conditions will be valid unless made in writing and signed by the parties.
n) Client shall not: (i) externally disclose or publish performance benchmark results for the Service or the Available Functionality.
o) There shall be no third party beneficiaries to these Terms and Conditions. All notices hereunder shall be delivered to the other party either personally, via facsimile or overnight courier.
p) If delivered personally, notice shall be deemed effective when delivered; if delivered via facsimile, notice shall be deemed effective upon electronic confirmation; and if delivered via overnight courier, notice shall be deemed effective upon confirmation of delivery.
q) The section headings used herein are for informational purposes only and shall not affect the interpretation of any provision of these Terms and Conditions. In the event any term or provision of these Terms and Conditions shall be held to be invalid, such holding shall not affect in any respect the validity of the remainder of these Terms and Conditions.
r) The sections entitled "Warranty; Limitation of Liability," "Client Data," "Fees and Payment," " Indemnification," "Confidentiality," "Proprietary Rights" and Client’s obligation to pay any outstanding fees due hereunder shall survive termination of these Terms and Conditions.
s) Client agrees that the Service, the Available Functionality and the Work Product are subject to export controls of the United States of America and import controls of any other country in which the Service and the Available Functionality may be used. Client agrees to export, re-export or import the Service and the Available Functionalities only in compliance with such laws and controls.
t) The controlling version of these Terms and Conditions shall be in English unless otherwise mutually agreed.
20. Account information and Security.
Access to and use of portions of the Service may require you to open an account (including setting up a ScreenConnect ID and password). To register, you must provide a valid email address as a ScreenConnect ID. You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify ScreenConnect immediately of any unauthorized use of your account or password, or any other breach of security. However, you will be responsible for losses incurred by ScreenConnect or any other user of the Service due to someone else using your ScreenConnect ID, password or account.
You, not ScreenConnect, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your data, and ScreenConnect shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of this data. You shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code.
You may not use anyone else's ScreenConnect ID, password or account at any time without the express permission and consent of the holder of that ScreenConnect ID, password or account. ScreenConnect cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
By providing us with your email address, you agree to receive all required notices electronically, to that email address. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
If you chose to complete a ScreenConnect user profile, a project page or a profile page, you agree to accurately represent yourself, your background and experience, your work history and company affiliation, your certifications and areas of expertise, and any other personal or company information you chose to share. You also agree not to impersonate any person, company or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person, company or entity.
21. User Content.
You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, plugins, source code, computer software, and other content that you upload, publish, submit, share or display (hereinafter, "post") on or through the Service, or transmit to or share with other members (collectively the "User Content"). You understand and agree that ScreenConnect may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation User Content that in ScreenConnect' sole judgment violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of members, users or others.
By posting User Content to any part of the Service, you automatically hereby grant, and you represent and warrant that you have the right to grant, to ScreenConnect an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.
You also hereby grant each member or user a non-exclusive license to access the User Content you post through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Service and under this Agreement.
You may remove your User Content at any time but you acknowledge that once you have posted any User Content, other users may have retained a copy of your User Content and may still have access to those copies despite your removal of the User Content. You acknowledge that this User Content may persist in backup copies, derivative works or aggregate form for a period of time.
The Service contains content created by us, by third parties, and by our users and members. This content includes, among other things, reports, comments, opinions from other IT professionals, scripts, plugins, wikis, widgets, how-to projects, product reviews, white papers, webinars and software downloads. It also includes information about products and services offered by parties other than ScreenConnect, such as product descriptions, specifications, pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the content on the Service, and you may not rely on any of this content. Without limitation, we are not responsible for postings by users in the reports, scripts, plugins, widgets, product rating, product review, user opinion, message board, feedback or any other sections of the Service. You should not rely on such information in situations where its inaccuracy would cause you to suffer any loss (see Disclaimer of Warranties and Limitation of Liability sections below).
You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchise, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships, chain letters, or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users or members to use or buy products, goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose and as expressly permitted.
You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through the Service or the Site that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
You may not copy or use personal identifying or business contact information about other users or members without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
22. Third Party Interactions and Links to Other Sites.
During use of the Service, you may enter into correspondence with, submit a request for quote (pricing and availability), purchase goods and/or services from, follow a vendor or user, or participate in promotions, sweepstakes or contests of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. ScreenConnect and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, request for quote (pricing and availability), promotions, sweepstakes or contests between you and any such third party. ScreenConnect does not endorse any sites on the Internet that are linked through the Service. ScreenConnect provides these links to you only as a matter of convenience, and in no event shall ScreenConnect or its licensors be responsible for any content, products, or other materials on or available from such third-party sites. ScreenConnect provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licenses or other terms prior to your use of or access to such software, hardware or services.
23. Advertisements. Some of the Service is supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Service, queries made through the Service or other information. The manner, mode and extent of advertising by ScreenConnect on the Service are subject to change without notice. In consideration for ScreenConnect granting you access to and use of the Service, you agree that ScreenConnect may place such advertising on the Service.
24. Programming interfaces. At ScreenConnect’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of ScreenConnect. ScreenConnect may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and ScreenConnect shall have no liability for any Third-party Software.
Service Level Terms and Conditions
1. Service Levels
The measurements and service levels set forth below are designed to provide an objective measurement of ScreenConnect’s performance of the Service 2. Exceptions The following items will not be considered as a part of the calculation of uptime and ScreenConnect will be relieved of responsibility for any liability due to:
(i) Force Majeure Events as defined in the Terms and Conditions
(ii) Outages resulting from Scheduled Downtime, including ScreenConnect’s upgrading of data center infrastructure
(iii) Outages arising from Client’s network being inaccessible
(iv) Domain Name Server (DNS) issues outside of the control of ScreenConnect
(v) Client’s acts or omissions (including acts or omissions of a third party), including, without limitation, custom configuration, scripting, coding, negligence, failure to timely perform or provide relevant assistance, information or infrastructure required of Client, or its negligence or willful misconduct
(vi) Internet outages, or other third party infrastructure outages which hinder access to ScreenConnect’s environment
(vii) Outages requested by Client
(viii) Changes by Client, or its agents, to Client’s environment which are not communicated to ScreenConnect and which adversely impact ScreenConnect’s ability to perform the Service. 3. ScreenConnect endeavors to provide the following Target Service Level:
Target Service Level: Production uptime is greater than or equal to 99.5%
END USER LICENSE AGREEMENT
By clicking accept and/or using the ScreenConnect Free software and/or application(s), including any updates, upgrades, or accompanying documentation (together the “Freemium Software”) you and your company (collectively “you” and “your”) are entering into a binding contract with ScreenConnect Software, LLC (“ScreenConnect”). Your agreement with ScreenConnect includes this End User License Agreement (“EULA”) (collectively, the “Agreement”). In the event a mobile application is made available for use with the Freemium Software, additional mobile terms may apply with respect to your use of such mobile software.
In consideration of the rights granted to you under these terms, you agree to keep the Freemium Software connected to the Internet at all times and you grant ScreenConnect the right (a) to allow the Freemium Software to use the processor, bandwidth, and storage hardware on your systems in order to facilitate the operation of the Freemium Software; (b) to provide and display banner advertisements and other information on the Freemium Software to you; and (c) receive reports generated by the Freemium Software regarding your use of the Freemium Software. You acknowledge that ScreenConnect will receive detailed reports on a periodic basis from the Freemium Software and that this is a requirement and condition of using the Freemium Software. The reports may include, for illustration purposes, how frequently you log in, the number of devices you are monitoring, and the amount of storage you are using (the “Reports”).
In order to use the Freemium Software, you need to (a) have the power and authority to enter into a binding contract with ScreenConnect; (b) not be barred from doing so under any applicable laws; and (c) only use the Freemium Software in the country to which it was downloaded. You also represent that any registration information you submit or have submitted to ScreenConnect is true, accurate and complete, and you agree to keep it that way at all times.
License. Subject to the terms of the Agreement, ScreenConnect grants to you a non-exclusive, revocable, non-transferable license to make use of the Freemium Software. You may not sub-license the Freemium Software. The license granted allows you to use the Freemium Software solely for personal, noncommercial use up to the Authorized Use Limitation (as defined below), in accordance with the technical manuals and specifications made available to you by ScreenConnect (“Documentation”) and terms of the Agreement. This license shall remain in effect indefinitely, unless terminated by you or ScreenConnect.
Restrictions. You must not directly or indirectly (a) modify, unbundle, or create derivative works of the Freemium Software and/or Documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the code used in the Freemium Software except solely to the extent permitted under applicable law without the possibility of contractual waiver; (c) provide, lease or lend the Freemium Software to any third party; (d) remove any proprietary notices or labels displayed on the Freemium Software; (e) use the Freemium Software for any unlawful purpose; (f) use the Freemium Software for any purpose other than its intended purpose for your personal, noncommercial use, including but not limited to, the creation of a conversion or migration tool or benchmarking; (g) transfer the Freemium Software after its installation; (h) use the Freemium Software in any way that conflicts with the laws of the jurisdiction in which the Freemium Software is located; or (i) reproduce the Freemium Software except as expressly permitted hereunder.
Ownership. ScreenConnect, or its licensors, owns all rights, including intellectual property in the Freemium Software and all derivatives thereof and modifications thereto. No transfer of ownership will occur under the Agreement. All rights not expressly granted to you are reserved by ScreenConnect.
Feedback. You may submit comments, information, questions, data, ideas, descriptions of processes, or other information to ScreenConnect (“Feedback”). For any and all Feedback, you grant to ScreenConnect a non-exclusive, worldwide, perpetual, irrevocable license to use, exploit, reproduce, incorporate, distribute, disclose, and sublicense any Feedback in its products and ScreenConnect software. You represent that you hold all intellectual and proprietary rights necessary to grant to ScreenConnect such license, and that the Feedback will not violate the personal proprietary or intellectual property rights of any third party.
3. User Responsibilities
Internet Connection. You agree to keep the Freemium Software connected to the internet as specified in the Documentation at all times during your use of the Freemium Software. You agree that you will not directly or indirectly block or circumvent the Reports or the display of advertisements. Failure to comply with this requirement will be a violation hereunder and may initiate termination of this Agreement by ScreenConnect and the Freemium Software may be disabled.
Authorized Use Limitations. Any use of the Freeimium Software exceeding the contractually agreed scope of usage is expressly prohibited.
Data Retention Period. You acknowledge that ScreenConnect has no obligation to retain your data or provide you access to it. In the event any of your data is lost or unavailable to you, you acknowledge and agree that ScreenConnect has no liability or responsibility to you to restore this data.
Updates & Upgrades. You acknowledge and agree that continued use of the Freemium Software requires you to remain current on the latest version of the Freemium Software made available to you. Failure to download the most recent version of the Freemium Software within the time frame ScreenConnect provides may initiate termination by ScreenConnect and the Freemium Software will be disabled.
4. Features & Support
ScreenConnect reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Freemium Software, with or without notice. You acknowledge and agree that ScreenConnect has no liability to you for any interruption, modification or discontinuation of the Freemium Software or any function or feature thereof. You understand and agree that ScreenConnect has no obligation to maintain, support, upgrade or update the Freemium Software, or to provide any specific content through the Freemium Software. Further, you acknowledge that the Freemium Software comes with no support or maintenance from ScreenConnect and that you are not entitled to receive any support or maintenance for the Freemium Software. Community Support for the Freemium Software may be found at the https://help.screenconnect.com (“Community Site”). Any use or interaction with the Community Site is governed by the terms and conditions of the Central Community Site. There is no right of access to the Community Site granted in these terms and ScreenConnect may, in its sole discretion, cease to continue operating the Community Site at any time and without notice.
You agree to keep all materials and information that are marked “confidential”, or could reasonably be considered confidential, in strict confidence. You agree that in addition to any other remedies available at law or under the terms, ScreenConnect will be entitled to seek injunctive relief for any threatened or actual unauthorized disclosure by you.
6. Term & Termination
These terms shall apply when you install or access the Freemium Software. ScreenConnect retains the right to terminate the license and, at its option, disable the Freemium Software at any time (either locally by the Freemium Software or remotely by ScreenConnect), for any reason. ScreenConnect may notify you in the event of termination or suspension if reasonable or possible to do so. If you or ScreenConnect terminates the Agreement, or if ScreenConnect disables the Freemium Software for any reason, you agree that ScreenConnect shall have no liability or responsibility to you. In the event of termination all rights granted to you hereunder shall immediately terminate and you must uninstall and destroy the Software and all ScreenConnect confidential information in your possession and, upon ScreenConnect’s written request, certify the same in writing to ScreenConnect.
If you are currently using the Freemium Software, but no longer wish to, or you no longer agree to these terms you must discontinue using the Freemium Software and uninstall the Freemium Software.
Survival of Terms. The following sections will survive and remain in effect after termination of the Agreement: (2) Software – Restrictions, Ownership and Feedback subsections, (5) Confidentiality, (6) Term & Termination, (7) Warranty Disclaimer, (8) Limitation of Liability, (9) General Provisions.
7. Warranty Disclaimer
THE SOFTWARE, AND ALL OTHER MATERIALS OR SERVICES PROVIDED OR MADE AVAILABLE BY ScreenConnect HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY NATURE. ScreenConnect DOES NOT WARRANT THAT THE FREEMIUM SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE USE OF THE FREEMIUM SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU AGREE THAT ScreenConnect MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR OTHER MATERIALS.
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Freemium Software is to uninstall the Freemium Software and to stop using the Freemium Software.
In addition, ScreenConnect does not warrant, endorse, guarantee or assume any responsibility for any third party advertisements offered through the Freemium Software (such as hyperlinked websites, or content featured in any banner or other form of advertising). You understand and agree that ScreenConnect is not responsible or liable in connection with any transaction between you and a third party that advertised through the Freemium Software.
8. Limitation of Liability
IN NO EVENT WILL ScreenConnect OR ITS AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY DAMAGES, LOSS OR LIABILITY, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OR LIABILITY, TIME, MONEY OR GOODWILL WHICH MAY ARISE DIRECTLY OR INDIRECTLY HEREUNDER OR FROM OR RELATED TO YOUR USE OF THE FREEMIUM SOFTWARE, WHETHER IN CONTRACT, TORT, FOR BREACH OF STATUTORY DUTY OR OTHERWISE TO THE EXTENT PERMITTED BY LAW. IN THE EVENT SUCH WAIVER OF DIRECT DAMAGES IS VOID UNDER APPLICABLE LAW, ScreenConnect’S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED US $500. NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY WHERE IT IS PREVENTED FROM DOING SO BY APPLICABLE LAWS.
9. General Provisions
Assignment. The Agreement and the license to the Freemium Software granted hereunder may not be assigned by you without the prior, express written consent of ScreenConnect.
Export Requirements. You acknowledge that the Freemium Software is subject to control under European and U.S. law, including the Export Administration Regulations and agree to comply with all applicable import and export laws and regulations. You agree that the Freemium Software will not be exported, re-exported or transferred in violation of U.S. law or used for any purpose connected with chemical, biological or nuclear weapons or missile applications, nor be transferred or resold if you have knowledge or reason to know that the Freemium Software is intended or likely to be used for such purpose.
Governing Law; Venue. The validity, construction and interpretation of the Agreement will be governed by the internal laws of the State of Florida, excluding its conflict of law provisions. You consent to the exclusive jurisdiction and venue of the federal and state courts located in Hillsborough County, Florida for any action arising hereunder.
Miscellaneous. If any of the terms in the Agreement are held to be contrary to law, the remaining terms will remain in full force and effect. No delay or omission by either party to exercise any right or power it has will be construed as a waiver of such right or power. All waivers must be in writing and signed by the party waiving its rights. ScreenConnect may perform an audit regarding your use of the Freemium Software not more than once per calendar year and during regular working hours. Third party software contained in the Freemium Software shall be subject to the terms, conditions and notices governing its use that are found in the Documentation accompanying the Freemium Software, and/or presented to, and accepted by, you during the installation of the Freemium Software. You shall not settle any third party claims arising from ScreenConnect’s intellectual property without ScreenConnect’s prior written consent. The terms and the documents referred to herein constitute the entire agreement between ScreenConnect and you with respect to the subject matter hereof. The Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such subject matter. No modification of the Agreement will be effective unless contained in writing and signed by an authorized representative of each party.