Support and Maintenance
Support.
If Customer experiences any issues with the Subscription Services, Customer can send an email to Aspen Entrepreneurs at [email protected]. Further details about Aspen Entrepreneurs’s support and maintenance services for the Subscription Services are set forth in the Order. Customer acknowledges that Aspen Entrepreneurs support is limited to the Subscription Services.
Uptime.
The Subscription Services may be temporarily unavailable, for example, when deemed reasonably necessary or prudent by Aspen Entrepreneurs to repair, maintain or upgrade the Subscription Services or for causes beyond Aspen Entrepreneurs’s reasonable control. Aspen Entrepreneurs will notify Customer at least 48 hours in advance of any known planned Subscription Services-related outages.
Updates.
Aspen Entrepreneurs shall have no obligation to provide Updates, except that Aspen Entrepreneurs will provide Customer with any Update that it makes generally available without charge to its similar customers.
Proprietary Rights
Subscription Services.
Aspen Entrepreneurs (and its licensors) own all right, title and interest in and to the Subscription Services and all modifications, enhancements and Updates to the Subscription Services (including all intellectual property and proprietary rights embodied therein). Aspen Entrepreneurs reserves all rights not expressly granted hereunder. Customer shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice associated with the Subscription Services.
Customer Data.
As between the parties, Customer shall own all Customer Data. Aspen Entrepreneurs shall not disclose to third parties or use any Customer Data except as reasonably necessary to provide the Subscription Services or to comply with any legal, regulatory or similar requirement or investigation. Notwithstanding the foregoing, during and after the term of this Agreement, Aspen Entrepreneurs may use anonymized Customer Data, such as number of media plays, number of videos, how your videos and audiences are interacting with the player, as combined with other Aspen Entrepreneurs customers’ data, to improve and/or market the Subscription Services. Customer hereby grants Aspen Entrepreneurs a nonexclusive, non-sublicensable and royalty-free right and license to use the Customer Data solely for the purposes and in the manner described herein. For clarity, Aspen Entrepreneurs does not share personally identifiable information such as user name, email, etc. Customer agrees to create archival copies or backup copies of all Customer Data.
Confidentiality
Confidentiality.
Except for the specific rights granted by this Agreement, the Receiving Party shall use the Confidential Information solely for the purpose of complying with its obligations under this Agreement and shall not use or disclose any of the Disclosing Party’s Confidential Information without its prior written consent, and shall use no less than a reasonable standard of care to protect the Disclosing Party’s Confidential Information, including ensuring that its employees and contractors with access (a) have a need to know for the purposes of this Agreement and (b) are bound by written agreements containing obligations of confidentiality at least as protective as those provided herein. The Receiving Party shall be responsible for any breach of confidentiality by its employees and contractors. Neither Party may disclose the specific terms of this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, either Party may disclose the existence of this Agreement and/or any of its terms in connection with any financing transaction or due diligence inquiry, provided that the party to whom such information is disclosed is bound by confidentiality obligations at least as protective as those herein and the Party disclosing such information is responsible for any breaches of confidentiality by the party to whom such information is disclosed.
Compelled Disclosure.
Nothing herein shall prevent a Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, that prior to any such disclosure, to the extent permissible, the Receiving Party shall use reasonable efforts to (a) promptly notify the Disclosing Party in writing of such requirement to disclose and (b) cooperate with the Disclosing Party, at the Disclosing Party’s request and expense, in protecting against or minimizing any such disclosure or obtaining a protective order.
Limitation of Liability
Paid Version Limitation of Liability.
The following limitation of liability clause applies if you have a Paid Version of the Subscription Services:
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, ANY BREACHES OF SECTION 2.5 (PROHIBITED USES) OR SECTION 5 (CONFIDENTIALITY), OR LIABILITY ARISING PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREIN, OR ANY EXCLUSION OR LIMITATION OF LIABILITY THAT IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR Aspen Entrepreneurs’S LICENSORS) BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (C) DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO Aspen Entrepreneurs HEREUNDER WITH RESPECT TO THE SUBSCRIPTION SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE TERMS OF THIS SECTION SHALL APPLY TO ANY DATA PROCESSING ADDENDUM EXECUTED BY THE PARTIES.
Free Version Limitation of Liability.
The following limitation of liability clause applies if you have a Free Version of the Subscription Services:
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL Aspen Entrepreneurs BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF $100.00 IN THE AGGREGATE, EVEN IF Aspen Entrepreneurs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE TERMS OF THIS SECTION SHALL APPLY TO ANY DATA PROCESSING ADDENDUM EXECUTED BY THE PARTIES.