This Software as a Service Agreement (“Agreement”) describes the terms pursuant to which Visual Communications Group, Inc. (“VCG”, “we” or “us”) will, during the Term, provide to you use of the following “software as a service” functionality (the “PRO Services”) in accordance with the terms of this Agreement
1. We will utilize PRO Software to deliver to you PRO Services that enable you to more efficiently locate, development relationships with, maintain updated information about, and manage projects involving U.S. and Canadian vendors (“Sign Vendors”). Among other things, PRO Services will enable your employees to:
A. Search for Sign Vendors possessing requisite capabilities who are located in the geographical area in which you need services;
B. Establish, maintain and manage networks of Sign Vendors with whom you have had contact or whose services you have used;
C. Regularly supplement and verify data about the capabilities and characteristics of Sign Vendors in your network;
D. Share that updated, verified data, and feedback about quality of vendor services, within your office;
E. Efficiently solicit vendor bids on projects;
F. Manage projects that utilize those vendor, including having access to insurance and other required information about Sign Vendors with whom you work; and
G. Obtain reports about the projects on which you utilize Sign Vendors.
The specific capabilities of PRO Services may be enhanced and modified over time. Additional information about current functional capabilities of PRO Services may be found at http://pro.signsearch.com or by contacting us. “PRO Software” means our software application or applications and any third-party or other software used in connection with our software that we use to deliver PRO Services, including all new versions, updates, revisions, improvements and modifications of our software application or applications. You aren’t expected or allowed to license the Software. Instead, we are providing you with the ability to make use of Software and remote storage capabilities that we maintain for that purpose.
1. PRO Services are free to use, and includes up to 15GB of data storage. Additional data storage can be purchased at our current pricing rates found at http://pro.signsearch.com. If you exceed your data storage allotment you may experience a disruption in your service and loss of data. Any sales, use or taxes associated with provision of PRO Services to you will be added to the monthly billing and paid by you. We reserve the right to modify Service Levels and pricing by giving you at least a month’s notice of any future change.
2. Within reason, we will provide, during our regular business hours (Central Time), telephone and email technical support about PRO Services to you and your employees. There will be no additional cost for limited technical support services.
3. If you want customized services (e.g. creation of non-standard data fields for data being stored about Sign Vendors in your network), please contact us to determine whether additional charges will apply and, if so, what those will be.
4. We are, and will remain the exclusive owner or, where applicable, licensee of all software, databases, applications, unique processes and other intellectual property utilized to deliver PRO Services. We reserve the right, in our sole discretion, to make any changes to the PRO Software or resulting PRO Services that we deem necessary or useful to maintain or enhance (i) the quality or delivery of our Services to our customers, including you, (ii) the competitive strength of, or market for our PRO Services or (iii) the cost efficiency or performance of the PRO Services, including the value of maintaining uniform platforms for multiple customers. In addition, we reserve the right, in our sole discretion, to make any changes to the PRO Software or resulting PRO Services in order to comply with applicable laws, regulations and industry standards. However, we’ll use good faith efforts to exercise our discretion in a fashion that avoids or minimizes any diminution of the quality of PRO Services delivered to our customers.
5. Our Standard Terms and Conditions Relating to Use of PRO Services, which can be found at http://pro.signsearch.com/legal/terms (“Standard Terms and Conditions”), are by reference made a part of this Agreement. We will do our best to send email notifications if there are changes to the Standard Terms and Conditions but any modification will be effective 30 days from the date that it is posted on our site and the modified Standard Terms and Conditions will thereafter govern our relationship.
6. All information, data and other content about Sign Vendors to which you have access as a result of use of PRO Services can only be utilized (a) by you (b) to manage sign installation, repair, estimate, and service projects on behalf of your properties or properties owned or leased by one of your clients. It cannot be shared with third parties or utilized to offer competing services.
7. The verified or updated information that you obtain from Sign Vendors as a result of use of PRO Services, as well as information you create through use of PRO Services that is specific to your projects, your clients, and your internal assessments of quality of Sign Vendor services, will not be purposely shared by us with others.
8. The relationship created by this Agreement is us delivering independent vendor services to you. Nothing contained herein shall be construed to create a partnership, joint venture, franchisor-franchisee, agency or other relationship different from what is described above. Each of us is exclusively responsible for our own employees and operation of our own businesses.
9. Unless we otherwise agree or this Agreement is sooner terminated because of a breach, either of us can terminate the Agreement for any reason at the end of a month by giving written notice of termination to the other at least 30 days before the end of that month. Any right or obligation created in this Agreement or the Standard Terms and Conditions that, by its nature, is intended to survive termination of this Agreement (including, without limitation, restriction of use of Sign Vendor data to internal purposes, confidentiality, ownership of intellectual property, limitation of liability, and forum selection provisions) will survive termination. The Standard Terms and Conditions spell out how data compiled through use of PRO Services can thereafter be utilized.
10. This Agreement is deemed to have been made in the State of Minnesota and shall be governed by Minnesota law. The forum selection clause in the Standard Terms and Conditions shall apply to any dispute over this Agreement.
11. This Agreement, including the Standard Terms and Conditions, constitutes our exclusive understanding with regard to the relationship by which you can make use of PRO Services. It revokes and replaces any prior understandings, representations or discussions. Any exception, consent or supplementation that is specific to your situation has to be contained in a writing to which we both have agreed. This Agreement and the Standard Terms and Conditions can hereafter be modified in the manner described above.
12. You consent to your identification as a customer of VCG on VCG's websites, and in other marketing materials distributed by VCG (which may include press releases, emails and other web and print materials) (collectively "VCG Marketing Materials"). In connection with such activity, VCG may also display your trademarks, service marks, or logos in VCG Marketing Materials. The foregoing shall be deemed as a worldwide, non-exclusive and irrevocable license to the use of your name, trademarks, service marks, and logos in for this purpose. We agree that such license and consent shall terminate upon termination of your subscription to PRO Services.
We value our relationship with you and hope that you’ll be able to obtain the full benefit that PRO Services can offer. Please feel free to contact us if you have any questions.
Visual Communications Group, Inc.