(1) Customer agrees to provide accurate, current and complete account and User information. Customer is responsible for ensuring the security and confidentiality of all login credentials used by Customer and its Users in connection with the Subscription Services. As a part of the Subscription Service, Users may be given the ability to add other Users to their accounts and, as an administrator of such account, enable other individuals to access or modify Customer Property included in such account. Customer is solely responsible for managing which Users have access to such account and for any actions taken by such Users with respect to such account and/or such Customer Property.
(2) Except for uses that are expressly permitted (for example, in the Documentation or in an Order Form), Customer will not, and will ensure that Users do not: (i) sell, resell, rent, lease, or otherwise distribute any portion of the Subscription Service; (ii) use the Subscription Services other than in accordance with the Documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of the Subscription Service (for example, by conducting load tests or penetration tests without Swantide’s prior written consent); (iii) attempt to gain unauthorized access to the Subscription Services or to Swantide’s or its third party suppliers’ related systems or networks; (iv) access any portion of the Subscription Services for the purpose of building a similar or competitive product or service, or monitor the Subscription Services for any benchmarking or competitive purpose; (v) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Subscription Service; (vi) copy, modify, translate, or create a derivative work of any Swantide Property; (vii) reverse engineer, disassemble, or decompile any software included in the Swantide Property, except as required under applicable law; (viii) Customer agrees not to submit any sensitive personal information (including government issued identification numbers, financial account information, payment card information, and personal health information) to the Subscription Services; or (ix) alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Subscription Services. Customer may not access the Subscription Services if it is a direct competitor of Swantide.
(3) A high-speed Internet connection is required for proper transmission of the Subscription Services. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Subscription Services, including, but not limited to, “browser” software that supports protocols used by Swantide, including Secure Socket Layer (SSL) protocol or other protocols accepted by Swantide, and to follow procedures for accessing services that support such protocols. Swantide is not responsible for notifying Customer or its Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Customer Property, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Swantide. Swantide assumes no responsibility for the reliability or performance of any connections as described in this section.
(4) Swantide will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material submitted through Customer’s account, and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws.
(5) Customer acknowledges that as between Customer and Swantide, Customer has exclusive control and responsibility for determining what data Customer and its Users submit to the Subscription Services; for obtaining all necessary consents and permissions for all personal data submitted by Customer and its Users to Swantide; and for all processing activities of such personal data conducted by Swantide in accordance with Customer’s instructions.
(6) Swantide reserves the right to monitor the use of the Subscription Services for security and operational purposes and make modifications to the features and functionality of the Subscription Services during the Subscription Term. Swantide may immediately suspend or throttle access to the Subscriptions Services if (i) Swantide reasonably believes that a User or Customer is in breach of this Agreement; (ii) a User or Customer engages in excessive utilization of the Subscription Services which affects, or could reasonably likely (in Swantide’s opinion) affect, system availability or performance, or (iii) if Swantide in good faith suspects that any third party has gained unauthorized access to the Subscription Services using a credential issued by Swantide to Customer or its Users. In addition, Swantide may temporarily suspend access to the Subscription Services during planned downtime for upgrades and maintenance (of which Swantide will use commercially reasonable efforts to provide Users notice in accordance with paragraph 8 below). Swantide shall not be liable to Customer, its Users or any other third party for any such modification, suspension or discontinuation of Customer’s rights to access and use the Subscription Services.
(7) Swantide may use data concerning Customer’s, its Users’ or End Users’ use of the Subscription Services in an aggregated and anonymous manner (“Usage Information”), including but not limited to compiling statistical and performance information related to the operation of the Subscription Services. Customer agrees that Swantide may make such information publicly available, provided that (i) such information does not incorporate any Customer Property and (ii) such use does not identify Customer or any Users or End Users either directly or indirectly. Swantide retains all intellectual property rights in Usage Information. Notwithstanding anything in this Agreement to the contrary, Service Provider shall have the right to use Customer Property to improve the Subscription Services and to develop additional offerings (including in connection with the development of artificial intelligence and/or machine learning models), provided such offerings do not disclose any Customer Property in breach of Swantide’s confidentiality obligations set forth in Section 6 of the Agreement.
(8) Except for legal notices of termination, material breach, force majeure or indemnification claims, Swantide may provide all business and product-related communications (e.g., release notes for product updates, privacy policy updates, critical security updates, and information on critical bugs and outages) to Customer by email, posting on the Subscription Services and/or other electronic means. Swantide may rely and act on all information and instructions provided by Customer’s Users.
(9) Swantide shall be permitted to disclose Customer Property to the providers of Third Party Products to the extent Customer enables or otherwise authorizes the interoperation of the Subscription Services with such Third Party Products. Customer is solely responsible for obtaining and maintaining all rights, licenses, and credentials necessary to use Third Party Products. In addition, Customer is solely responsible for installing, operating, updating, or otherwise maintaining the operation of such Third Party Products. To the maximum extent permitted by applicable law, Swantide does not provide any warranties, guaranties or indemnification regarding any Third Party Products, whether or not such products or services are designated by Swantide as “certified,” “validated” or otherwise. Swantide does not have any responsibility or liability for any exchange of data or other interaction occurring directly between Customer or its Users and any provider of a Third Party Product. If the availability of all or a portion of the Subscription Services depends on the corresponding availability of Third Party Products, Swantide will not be liable to Customer if changes in Third Party Products cause the unavailability of all or a portion of the Subscription Services. However, Swantide will use commercially reasonable efforts to update the Subscription Services to ensure continued interoperation with Third Party Products. Further, Customer acknowledges and agrees that if it gives a Third Party Product access to its Swantide account, Customer shall serve as the controller of such information and the Third Party Service Provider serves as the processor for purposes of those data laws and regulations that apply to Customer. In no case are such Third Party Service Providers Swantide’s subprocessors.
(10) Swantide may make Beta Services available to Customer at no charge, and Customer may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to Customer. Beta Services are not considered Subscription Services; however, all restrictions on use of the Subscription Services, Swantide’s reservation of rights and Customer’s obligations concerning the Subscription Service, and use of any Third Party Products shall apply equally to Customer’s use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date otherwise specified in writing by Swantide. Swantide may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Beta Services are provided “AS IS'' with no express or implied warranty and are outside the scope of Swantide’s indemnification obligations.
