This Subscription Agreement (“Agreement”) by and between Sign Dash, LLC (“Company”) and you (“Customer”).
During the Term of this Agreement, Company shall provide Customer with access to Company’s billboard company management software (“Software”). Customer may authorize additional access to Software to employees or members within its organization (“Sub-Users”). Customer shall be responsible for all actions and usage of Sub-Users, and Customer must ensure that all Sub-Users read and agree to the terms of this Agreement.
All terms below and on following pages are part of this Agreement.
STANDARDS AND CONDITIONS
1.0 Billing and Payment
1.1 Customer will be billed based on the number of faces being managed in Software (“Usage”) by Customer. All faces stored in Software are considered billable regardless of the “status” indicated on each face or structure.
1.2 Usage is calculated daily. Once per day, at a time of the Company’s choosing, Company will poll the Customer’s account to determine the number and type of faces in use. These usage numbers will be divided by the number of days in month to calculate a daily, prorated amount. At the end of each month, all daily prorated amounts for the month will be totaled and Customer will be invoiced for the total prorated amount.
1.3 Invoices are sent on the 1st of each month for the previous month’s usage, and payment is due in fourteen days, on the 15th of the month.
1.4 Customer agrees to receive Invoices electronically via email or via United States Postal Service at the discretion of Company. Customer shall ensure that Company has a current email address and postal address on file. Failure to receive an invoice does not excuse late or missed payments.
1.5 Company may adjust rates periodically. Company shall provide Customer with a written notice 60 days in advance of any rate increases.
1.6 Company may require Customer to place a credit card on file with Company’s payment processor for automatic payment of invoices.
2.0 Access To Software
2.1 Company will make all reasonable efforts to make Software available for access by Customer. Company does not guarantee availability of Software and shall not be liable for any loss or damages due to the use or availability of Software.
2.2 Software is cloud-based and may be accessible from any device with a modern web browser and high-speed Internet connection.
2.3 Company reserves the right to limit or deny access from devices, browsers or certain networks it deems as insecure or a threat to daily operations of Company.
3.0 Data Security
3.1 Company shall make reasonable efforts to protect Customer’s data. However, Customer shall hold Company harmless in the event of data loss or a data breach relating to Software.
3.2 Customer agrees not to store sensitive data such as, but not limited to, tax identification numbers, financial account information, confidential information, password, and trade secrets.
3.3 Company shall not knowingly make available Customer’s data to any third-parties.
3.4 Company may access Customer’s data while troubleshooting Software or server issues, responding to a Customer inquiries relating to data, or to analyze system performance.
4.1 Termination of Service. Any delay or failure by Company to perform hereunder as a result of force majored, power interruptions, labor dispute, law, government action, warning or order, or similar causes beyond the Company’s reasonable control, will not constitute a breach of subscription. Company may terminate this subscription at any time (i) upon material breach by Customer, or (ii) if Company does not receive timely payment on billings. Upon such termination all unpaid, accrued charges hereunder will immediately become due and payable. Customer may, upon notice to Company, for any reason, terminate this subscription 30 days after notice. Neither party will have any liability to the other upon breach or termination. Customer may not seek specific performance or any other equitable remedy related to this agreement.
4.2 Taxes. Customer shall be liable for any sales taxes associated with use of Software.
4.3 Indemnification. Company will hold Customer harmless against all liability except for consequential damages, (i.e., lost profits, revenue or advertising opportunity) but including claims, demands, debts, obligations or charges, together with reasonable attorneys’ fees and disbursements, arising out of a breach by Customer of this agreement. Customer will hold Company harmless against all liability, including, without limitation, claims, demands, debts, obligations or changes, together with reasonable attorney’s fees and disbursements arising out of a breach by Customer of this agreement.
4.4 This agreement inures to the benefit of and is binding upon the parties, their respective successors in interest by way of merger, acquisition, or otherwise, and their permitted assigns. This section does not address, directly or indirectly, whether a party may assign its rights or delegate its performance under this agreement.
4.5 Choice of Law and Venue. This agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Any action brought by any party hereto shall be brought exclusively in the state or federal courts of the County of Bartow.
4.6 Entire Agreement. This agreement contains the entire understanding between the parties and cannot be changed or terminated orally. When there is any inconsistency between these standard conditions and a provision on the face hereof, the latter will govern. Failure of either party to enforce any of the provisions hereof will not be construed as general relinquishment or waiver of that or any other provision. All notices hereunder will be in writing, deemed given on the date of dispatch, and addressed to Customer and Company at the addresses on the face hereof.
This agreement is binding immediately upon payment of setup fee for Software or upon accessing Software, whichever occurs first.