These professional terms of service (“PTOS”) are in addition to the terms of service located on our website (“TOS”). The TOS are incorporated in its entirety as if fully set forth herein. Unless the context provides otherwise, each reference in the TOS to “Swrve Service” also refers to the Swrve Professional Services and Training (“PST”).
We reserve the right to change or modify the PTOS at any time, in our sole discretion, in the same manner as described in the TOS. BY CLICKING THE “I ACCEPT” BUTTON, SIGNING OUR COMMERCIAL TERMS (as defined in the TOS), COMPLETING THE REGISTRATION PROCESS AND/OR USING SWRVE PROFESSIONAL SERVICE AND TRAINING, YOU AGREE TO BE BOUND BY THESE PTOS (AND BY REFERENCE, THE TOS).
PST will be carried out in accordance with mutually agreed written statements of work (“SOWs”) attached to the Commercial Terms (as defined in the TOS). Your requirements may vary during the course of a SOW and, accordingly, review and revision of SOWs may be required. Any such revision and review may result in additional charges. All changes to existing SOWs will be in writing or agreed to expressly via email.
All work is performed on the basis of the fee structure set forth on a SOW. Any scheduled performance dates and times are estimates only. It is understood between the parties that delay in performance of an assigned task under a SOW by the assigned party shall give rise to the right in the other party to push back the directly-related and dependent events of that SOW to reasonably accommodate for the delay.
If we are performing PST at your site or a site nominated by you, our consultants will abide by all your reasonable security, health and safety and other policies notified to us in writing.
We will maintain adequate public liability, workers’ compensation and professional liability insurance in respect of the provision of the PST and will furnish satisfactory evidence of such insurance(s) to you upon your written request.
2. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS ARISING FROM PST
“IPR” means copyrights, trade and service marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, database rights, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered, and including all granted registrations and all applications for registration in respect of any of the same.
You acknowledge and agree that IPR developed or created by us during the course of performing PST (“PST Material”) shall on the creation of the rights from time to time vest in Swrve. You assign all such IPR with full title guarantee to Swrve.
You shall do and execute, or arrange for the doing and executing of, each act, document and thing that we may consider necessary or desirable to perfect our right, title or interest in and to the IPR in the PST, including any uncompleted PST.
We agree that you will have a royalty-free, revocable, non-exclusive worldwide license for the Term to use, copy, modify and distribute internally PST Material within your facilities solely for use in conjunction with the applications with which you use the PST.
3. LIMITED WARRANTY FOR PST
We warrant that the PST will be provided in a professional and workmanlike manner. Other than the express warranty set forth herein, the provision of PST by us and the results of the PST are provided AS IS, without warranty of any kind, including (without limitation) any warranty of title, merchantability, fitness for a particular purpose and non-infringement. Descriptions or specifications of deliverables shall constitute project objectives and not express warranties. We expressly disclaim any additional warranties in relation to the Swrve Service by virtue of rendering the PST. In addition, the express warranty provided by Swrve in the TOS does not apply to PST.
4. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OF DATA OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE ALLEGED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY IN RELATION TO PST EXCEED THE AMOUNT OF FEES PAID BY LICENSEE TO SWRVE IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM IS MADE.
For purposes hereof, PST are deemed to be “All other Editions” and the Term and Termination provisions applicable thereto in the TOS shall apply to PST.