Sigil, Inc. (“Sigil” or “Provider”) offers its Provider IP available for purchase to you (the “User” or “Customer”) conditioned upon your acceptance of all terms and conditions stated here. By accessing or purchasing any Provider IP, you expressly agree to be bound by the following terms and conditions (“Terms”), including those additional provisions, conditions, and policies referenced herein and/or available by hyperlink.
These Terms are subject to change from time to time. Your continued use of the Provider IP following the posting of any changes constitutes acceptance of those changes.
The following definitions apply to these Terms:
“Aggregated Statistics” means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder.
“Confidential Information” means information about a Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential". Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party.
"Customer Data" means—other than Aggregated Statistics—information, data, and other content, in any form or medium, that is posted by or on behalf of Customer or an Authorized User to the Services. Customer Data does not include Feedback.
"Documentation" means Provider's user manuals, handbooks, instructionals, or guides relating to the Services provided by Provider directly to Customer or made generally available to groups of Customers, whether provided in writing, though audio, through video, or any other recorded means, electronically or in hard copy.
“Feedback” means suggestions or recommendations of changes to the Provider IP, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like made by Customer of its Authorized Users.
“Losses” means losses, damages, liabilities, costs, and reasonable attorneys' fees.
“Party” means either you the Customer or us the Provider. “Parties” refers to both you and us collectively.
"Provider IP" means the Services, the Documentation, and any and all intellectual property used in the provision of the Services or Documentation. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
"Services" means all information, products, and services made available for purchase through Sigil’s website, www.sigilpricing.com.
“Service Suspension” means any suspension described Section 3.e.(i), (ii), or (iii).
“Third-Party Claim” means any claim, suit, action, or proceeding brought by a third party other than you the Customer or us the Provider.
"Third-Party Products" means any third-party products provided with or incorporated into the Services.
Subject to the terms and conditions contained in these Terms, Provider grants to Customer a non-exclusive, non-transferable (except in compliance with Section 13.g. (Assignment)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
Subject to the terms and conditions contained in these Terms, Provider grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13.g. (Assignment)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
Customer shall not use the Services or Documentation for any purposes beyond the scope of the access to Services or license to Documentation granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:
(i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;
(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
(iv) remove any proprietary notices from the Services or Documentation; or
(v) use the Services or Documentation in any manner or for any purpose that
(A) infringes, misappropriates, or otherwise violates any intellectual property right or privacy right of any person;
(B) negligently or tortiously interferes with any person’s individual rights or any business’s rights, including but not limited to interference with contractual rights;
(C) defames, slanders, or libels any person; or
(D) violates any applicable law.
Provider reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
Notwithstanding anything to the contrary in these Terms, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if:
(i) Provider reasonably determines that
(A) there is a threat or attack on any of the Provider IP;
(B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider;
(C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities;
(D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
(E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law;
(ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or
(iii) in accordance with Section 6.a(i) (suspension for failure to pay fees).
Provider shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage (including any loss of data or profits), liabilities, Losses , or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Notwithstanding anything to the contrary in these Terms, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may
(i) make Aggregated Statistics publicly available in compliance with applicable law, and
(ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law;
provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
Customer shall provide current, complete, and accurate purchase and account information for all purchases of Provider IP. Customer agrees to promptly update the account and other information, including your email address and credit card numbers and expiration dates, so that Provider can complete transactions and provide notice, as needed..
Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a violation of these Terms if taken by Customer will be deemed a violation of these Terms by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this provision as applicable to such Authorized User's use of the Services and Documentation, and shall cause Authorized Users to comply with such provisions.
In the event Customer purchases Services that require Provider to submit reports of unlawful activity, including infringement of Customer’s intellectual property rights, to internet service providers, Customer hereby consents to and assigns limited power of attorney to Provider for the sole and exclusive purpose of submitting said reports to said internet service providers. This limited power of attorney extends to communications by Provider with the internet service providers and the perpetrators of the identified unlawful activity, so long as those communications are restricted to furthering the intention behind submitting said reports. This power of attorney may be rescinded or cancelled at any time by Customer and automatically expires upon Cancellation of these Terms.
Provider may from time to time make Third-Party Products available to Customer. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
Subject to the terms and conditions of these Terms, Provider shall provide commercially reasonable efforts to provide customer service and support.
Customers purchasing Provider IP shall pay Provider the fees as set forth on the Pricing page (https://www.sigilpricing.com/pricing) in US dollars without offset or deduction. Customer agrees that Provider may change the fees for Provider IP at any time, provided that Provider gives Customer reasonable written notice. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies:
(i) if such failure continues for 10 days or more, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Provider IP until such amounts are paid in full;
(ii) Provider may elect to charge interest on the past due amount at the rate of 1.5% calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and
(iii) Provider may elect, and if such election is made, Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.
From time to time during the Term, either Party may disclose or make available to the other Party Confidential Information. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required
(i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party within a reasonable time and have made a reasonable effort to obtain a protective order; or
(ii) to establish a Party's rights under these Terms, including to make required court filings.
Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
If Customer or any Authorized Users offer Provider any Feedback in any form, Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S 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.
Provider shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Third-Party Claim alleging that use of the Services in accordance with this Agreement infringes such third party's US intellectual property rights and any Third-Party Claims based on Provider’s
(i) negligence or willful misconduct; or
(ii) provision of the Services in a manner not authorized by this Agreement or by mutual consent of the parties.
However, Customer agrees that
(i) the Provider Indemnification shall only be available so long as Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim;
(ii) If such a claim is made, Customer shall permit Provider, at Provider's sole discretion, to
(A) modify or replace the Services, or component or part thereof, to make it non-infringing, or
(B) obtain the right for Customer to continue use.
If Provider determines that neither alternative is reasonably available, Provider may stop offering the Provider IP and end these Terms, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer; and
(iii) This Section 10.a. will not apply to the extent that the alleged infringement arises from:
(A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing;
(B) modifications to the Services not made by Provider;
(C) Customer Data; or
(D) Third-Party Products.
Customer shall indemnify, hold harmless, and defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes such third party's US intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's
(i) negligence or willful misconduct;
(ii) use of the Services in a manner not authorized by these Terms;
(iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or
(iv) modifications to the Services not made by Provider,
Provided that the Provider promptly notifies Customer in writing of the claim, cooperates with Customer, and allows Customer sole authority to control the defense and settlement of such claim.
THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:
(a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;
(b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;
(c) LOSS OF GOODWILL OR REPUTATION;
(d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR
(e) COST OF REPLACEMENT GOODS OR SERVICES,
IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $25,000, WHICHEVER IS LESS.
The initial period of these Terms as they relate to Services purchased by Customer begins on the date of such first payment and will continue in effect for the amount of time described for the purchased Provider IP as set forth on Sigil’s Pricing page (https://www.sigilpricing.com/pricing), for example, one month for a monthly subscription or one year for an annual subscription. These Terms will automatically renew at the end of each period unless canceled according to these Terms.
Customer may cancel the purchased Services, and the applicability of these Terms, at any time and for any reason, but Customer shall not be entitled to a refund of any fees paid for Services.
Provider may cancel the provision of purchased Services, and the applicability of these Terms, at any time and for any reasons, provided that Provider must continue to provide the purchased Services under these Terms until the end of the current period, whether initial or renewed. Notwithstanding the previous sentence, Provider may cancel the provision of purchased Services, and the applicability of these Terms, at any time and without the obligation to continue Services through the end of the period, if Customer:
(i) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Provider's delivery of written notice thereof;
(ii) breaches any of these Terms and such breach:
(A) is incapable of cure; or
(B) being capable of cure, remains uncured 30 days after the Provider gives Customer written notice of such breach; or
(iii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
(iv) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(v) makes or seeks to make a general assignment for the benefit of its creditors; or
(vi) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon cancellation of paid Services, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations regarding Confidential Information under these Terms, at Provider’s request Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. Cancellation will not affect Customer's obligation to pay all Fees that may have become due before cancellation or entitle Customer to any refund.
This Section 12.e. and Sections 1 (Acceptance of Terms), 2 (Definitions), 6 (Payment), 7 (Confidential Information), 8 (Intellectual Property), 9 (Warranty Disclaimer), 10 (Indemnification), 11 (Limitations of Liability), and 13 (Miscellaneous) survive any cancellation of these Terms.
These Terms, together with any other documents or webpages referenced herein, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
In no event shall either Party be liable to the other Party for any failure or delay in performing its obligations under these Terms (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemics, viral or bacterial outbreaks, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
No amendment to these Terms is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.
If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction.
These Terms are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action, or proceeding arising out of or related to these Terms or the access or licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the city and county of Denver, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
In the event that one Party brings suit against the other party for any claim or cause of action arising out of or related to these Terms or the Provider IP in which one Party is found to have breached these Terms, the non-breaching Party shall be entitled to all reasonable attorney’s fees in litigating the action.
Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 (Confidential Information), or in the case of the Customer, Section 3.c. (Restrictions on Use), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law (such as in the event of a change of control of Customer though purchase of a majority of stocks or acquisition of substantially all of its assets) or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
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Sigil, Inc.
110 16th Street Mall
Denver, CO 80203
(720) 772-6727