Terms of Service
This Service Agreement (“Agreement”) is entered into between Wellspring Info, Inc. (“Wellspring”) and “Customer”. Wellspring and Customer are hereinafter sometimes referred to as a “Party” and collectively, the “Parties.” The parties agree to the following terms and conditions:
1. Definitions. As used herein, the following terms shall have the meanings ascribed to them as set forth below:
“Wellspring Technology” includes all proprietary technology made available to Customer through the Service or otherwise in connection with this Agreement. “Data” means data or content provided by Customer to Wellspring in connection with the use of the Service. “Software” means the software used by Wellspring in connection with the Service provided hereunder.
2. Service. Subject to the provisions of this Agreement, Wellspring shall provide Customer with its emergency response app, customized to include Customer data as set forth at the quoted price.
3. Use of Service:
3.1 Wellspring Responsibilities.
Wellspring shall use commercially reasonable efforts to provide the Service.
3.2 Customer Responsibilities.
Customer is responsible for all data included within the app and all activities that occur under Customer’s account. Customer shall: (i) provide Wellspring with the data to be used in the app, or take Wellspring’s data and modify it for Customer’s use; (ii) have sole and exclusive responsibility for the accuracy, quality, legality, reliability, compliance, usefulness, and appropriateness of all data; (iii) Wellspring shall have no liability for any losses, damages, claims, suits, or other actions arising out of improper use of the Service; (iv) comply with all Applicable Laws; and (v) it is Customer’s responsibility to confirm Wellspring’s receipt of any data changes.
4. Use Guidelines. Customer shall not license, sublicense, sell, resell, rent, or lease the Service to any third party.
5. Term. The term of this Agreement is yearly. Wellspring’s app will auto-renew at the end of the term. Customer must provide written notice of intent not to renew prior to renewal to avoid auto-renewal. Once the app renews, payment must be made in full for the renewed term.
6. Termination, Suspension by Wellspring. In the event Customer fails to pay any fees or charges within sixty (60) days, Wellspring may terminate this Agreement and/or the Service, at Wellspring’s sole discretion. Termination for non-payment shall not relieve Customer of its responsibilities under this Agreement.
7. Sales taxes. Wellspring’s pricing does not include any local, state, federal, or foreign taxes (Taxes”) outside of the state of New Jersey.
8. Proprietary Rights:
8.1 Software updates. Customer acknowledges that Wellspring may issue upgraded versions of the app. The customer consents to such automatic upgrades.
9. Warranties and Disclaimers:
9.1. Warranties. Customer represents and warrants that it has the legal power to enter into this Agreement and shall perform the responsibilities required by it pursuant to Section 3.2. By purchasing the Service, Customer authorizes Wellspring to collect, store and process Customer data.
9.2. Disclaimer. Except as expressly provided herein, Wellspring makes no warranties, whether express, implied, statutory, or otherwise. Wellspring disclaims all implied warranties, including any warranty of merchantability or fitness for a particular purpose.
10. Limitation of Liability. In no event shall either Party have any liability for any loss of use, interruption of business, lost profits, costs of substitute goods or services, or for any indirect, special, incidental, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage. Notwithstanding anything in this Agreement to the contrary, in no event shall Wellspring’s aggregate liability, however arising out of or related to this Agreement, whether in contract, tort, or under any other theory or liability, exceed amounts paid by Customer to Wellspring hereunder during the 12-month period prior to the event giving rise to any liability of Wellspring as contemplated by this Agreement.
11. Miscellaneous:
11.1. Non-Solicitation and Non-Interference. As additional protection of Wellspring’s proprietary information, for so long as this Agreement remains in effect and for five years thereafter, Customer agrees that it shall not, directly or indirectly, solicit, hire, or attempt to solicit any employees of Wellspring.
11.2. Customer notices. All Customer notices, consents, and approvals under this Agreement must be delivered in writing (i) by email, (ii) by courier, or (iii) through the Begin page of Wellspring’s website.
11.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4. Choice of law. This Agreement shall be construed and interpreted in accordance with the laws of New Jersey.
11.5. Entire Agreement. This Agreement quoted pricing and the documents referenced herein and therein constitute the entire agreement between the Parties and supersedes any and all other agreements and understandings between Wellspring and Customer, whether oral or written, with respect to the subject matter hereof.