ScriptSender Platform Terms and Conditions

ScriptSender makes available the technology, systems and interface (collectively, the “Platform”) through which you have accessed these ScriptSender Platform Terms and Conditions (these “Terms”). By clicking “I accept” prior to entering the Platform, you agree to be bound by these Terms. In consideration of interacting with the Platform, and for other good and valuable consideration, you agree to the following:

• 1. You Have the Right to Enter into these Terms. As an individual interacting with Platform in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.
• 2. Your Use of the Platform. You represent and warrant that you have all rights and licenses necessary to interact with ScriptSender through Platform. You may interact with the Platform solely as permitted by these Terms, and solely for the purpose of furthering ScriptSender’s services via an Existing Services Agreement (as defined below). Without limiting the generality of the foregoing, and for the avoidance of doubt, you shall not: (a) use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or in violation of third-party privacy rights or applicable laws, or to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (b) interfere with or disrupt the integrity or performance of the Platform; (c) copy, modify or create derivative works or improvements of the Platform or any part, feature, function or user interface thereof; (d) frame or mirror the Platform in whole or in part of; (e) access or use the Platform (in whole or in part) for purposes of (x) benchmarking or competitive analysis of the Platform, (y) building a competitive product or service, or (z) any other purpose that is to ScriptSender’s detriment or commercial disadvantage; (f) reverse engineer, disassemble, decompile, decode or adapt the Platform or any part, feature, function thereof; (f) bypass or breach any security device or protection used for or contained in the Platform; (g) use the Platform (in whole or in part) in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Platform could lead to personal injury or severe physical or property damage; or (h) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform (in whole or in part), including any copy thereof.
• 3. Relationship to Existing Services Agreement. If you and ScriptSender have entered into a separate services agreement (an “Existing Services Agreement”), then these Terms only apply to you to the extent that they do not conflict with that Existing Services Agreement or to the extent that these Terms cover subject matter outside the scope of that Existing Services Agreement. If you and ScriptSender have not entered into an Existing Services Agreement, then these Terms apply to you in their entirety.
• 4. Rights and Licenses. ScriptSender reserves any and all right, title and interest in and to the Platform and its services, as well as in and to any inventions, innovations or ideas developed in connection with or related to the Platform and its services. You grant to ScriptSender a worldwide, royalty-free, limited license to use any and all files or other materials submitted by you via the Platform solely for the purpose of fulfilling ScriptSender’s obligations pursuant to these Terms and the Existing Services Agreement.
• 5. Confidentiality. You will maintain ScriptSender’s Confidential Information and any third party Confidential Information accessed via the Platform in strict confidence and take all steps necessary or appropriate to protect the confidentiality of Confidential Information and to assure compliance with these Terms by your officers, directors, employees, contractors, agents and representatives. You will also not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information. For purposes of these Terms, the term “Confidential Information” means any and all confidential or proprietary information of ScriptSender (or a third party, as applicable), or its or their respective affiliates and subsidiaries, whether oral or written, including, without limitation, software, software documentation, code, technology, documents, reports, analyses, data, studies, drawings, samples, suppliers, customers, pricing, pricing techniques, copyright, trademark and patent applications, marketing and sales techniques and plans, projections, methods, procedures, hardware and system designs, architectures and protocols, trade secrets, know-how, and observations, and other disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, any of ScriptSender’s (or a third party’s, as applicable), or its or their respective affiliates’ or subsidiaries’ confidential or proprietary information. Upon ScriptSender’s request, you will either return to ScriptSender or certify destruction of, any and all copies of the Confidential Information in your possession.
• 6. Access Credentials. You may be issued a user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify your identity and authorization to access and use the Platform (“Access Credentials”). All users must use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to your personal information, and no dictionary words) even if the ScriptSender system permits simple Access Credentials. Your Access Credentials are personal to you and you must not share them with, and/or authorize or permit access or use thereof by, any other person. You will ensure that you exit from your account at the end of each session. You have and will retain sole responsibility for: (a) the security and use of your Access Credentials; and (b) all access to and use of the Platform directly or indirectly by or through your systems or your Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. You will notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security. We have the right to disable any Access Credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated these Terms.
• 7. Indemnification. You, at your own expense shall indemnify, defend and hold harmless ScriptSender (and its officers, directors, employees, agents, representatives, shareholders, attorneys and affiliates) (collectively, the “Indemnified Group”) against any third party claim, suit, action or proceeding brought against member(s) of the Indemnified Group that alleges or is based upon, arises out of or is related to: (a) any violation of a third party’s rights (including, without limitation, copyright, patent, trademark, trade secret, service mark or any other intellectual property right) or of applicable law, in either case, arising out of or relating to your access to the Platform or any files, materials or data provided by you via the Platform; and/or (b) your breach of these Terms or any other agreement between you and ScriptSender.
• 8. Equitable Remedies. You acknowledge that ScriptSender will be irreparably damaged (and damages at law would be an inadequate remedy) if Sections 2, 3, 4 or 5 of these Terms are not specifically enforced. Therefore, in the event of a breach or threatened breach by you of any of such Sections, ScriptSender will be entitled, in addition to all other rights or remedies, to a temporary or permanent injunction and/or other equitable remedies against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.
• 9. Force Majeure. ScriptSender shall be excused from performance of its obligations for any period and the time of performance shall be extended as reasonably necessary under the circumstances, to the extent that ScriptSender is prevented from performing, in whole or in part, its obligations under these Terms, as a result of acts of God, any governmental authority, war, civil disturbance, court order, labor dispute, epidemic, pandemic, health crisis, or any other cause beyond its reasonable control, including hurricanes, inclement weather, and failures or fluctuations in electrical power, heat, light, telecommunication equipment or lines or any other equipment.
• 10. WARRANTIES AND LIMITATION ON LIABILITY. THE PLATFORM AND ANY ADDITIONAL SCRIPTSENDER SERVICES ARE PROVIDED “AS IS.” SCRIPTSENDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PLATFORM OR ITS SERVICES, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SCRIPTSENDER MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR ANY SCRIPTSENDER SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. IN NO EVENT WILL SCRIPTSENDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SCRIPTSENDER AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO SCRIPTSENDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• 11. Governing Law, Jurisdiction and Venue. These Terms and all transactions contemplated by these Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. Any civil action or legal proceeding arising out of or relating to these Terms shall be brought exclusively in the courts of record of the State of Florida located in Palm Beach County. Each Party consents to the sole and exclusive jurisdiction of such courts in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such courts.
• 12. Miscellaneous. ScriptSender may reject any files, data or other materials you submit to the Platform at any time, for any reason, in which case ScriptSender will not be responsible for providing services related to such files or materials. The relationship of the parties pursuant to these Terms is that of independent contractors. You shall not assign your rights or obligations under these Terms without the prior written consent of ScriptSender. The provisions of these Terms may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement is sought and making specific reference to these Terms. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and shall not limit or otherwise affect in any way its meaning or interpretation. Except as specifically set forth in these Terms, these Terms represent the entire understanding and agreement between the parties with respect to their subject matter, and supersede all other negotiations, understandings and representations (if any) made by and between such parties. Except for an Existing Services Agreement, the terms and conditions of these Terms shall supersede the terms and conditions of any other purchase order, invoice, acknowledgement or any other such form or document submitted by you; such terms and conditions shall be null and void and of no force and effect. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms, which shall remain in full force and effect. Any phrase introduced by the terms “including”, “includes”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.