THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN SUBSCRIPTION TO AND USE OF SOURCETABLE’S SERVICES. IF YOU REGISTER FOR A FREE TRIAL OF SOURCETABLE’S SERVICES, THE APPLICABLE PROVISIONS OF THESE TERMS WILL ALSO GOVERN THAT FREE TRIAL. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE SOURCETABLE’S SERVICES. BY ACCESSING OR USING SOURCETABLE’S WEBSITES AND SERVICES, YOU ACCEPT OR AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
These Terms of Service (these “Terms”) are made by and between the party on whose behalf they are accepted ("Subscriber") and Sourcetable and are effective as of the date they are accepted by Subscriber. The complete subscription agreement including these Terms (the “Agreement”) is made for the purpose of granting Subscriber a limited subscription to use Sourcetable’s hosted search, support or other services (the “Services”).
These Terms are effective during the term of any Service Order that incorporates the Agreement. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless either party gives the other at least ninety (90) days’ notice of nonrenewal at the end of the applicable term.
In addition to Sourcetable's right to terminate the entire Agreement under Section 4.6 (Service Notices), Subscriber or Sourcetable may terminate the entire Agreement for cause (a) upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business or (iii) ceases its operations.
Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 4.5(j), (k), (n), (o) and (p) (Subscriber’s Obligations), Section 7.1 (Fees), Section 7.5 (Refund or Payment upon Termination), Section 8 (Confidentiality), Section 9 (Licenses and Proprietary Rights), Section 13 (Limitation of Liability), Section 14 (Exclusion of Consequential and Related Damages) and Section 16 (Indemnification).
In addition to its obligations under Section 3 (Sourcetable's Obligations), Sourcetable warrants that during the term of each Service Order that: (a) the Services will perform materially in accordance with the applicable Documentation, (c) Sourcetable will not materially decrease the overall functionality of the Services. SLAs do not apply (i) to unavailability of Services caused by factors outside of Sourcetable's reasonable control, including those set forth in Section 22 (Force Majeure); (ii) to unavailability of the Services that result from Non-Sourcetable Services, equipment and/or software of third parties where such equipment and/or software is not within the control of Sourcetable; (iii) to unavailability of the Services caused by abuse or misuse of the Services (or any component thereof) by Subscriber or Subscriber’s personnel or end users; (iv) to unavailability of the Services caused by use or maintenance of the Services (or any component thereof) by Subscriber in a manner not conforming to the requirements described in the Documentation or in the Agreement; (v) to unavailability of the Services caused by modifications to Sourcetable Software by Subscriber, its personnel or end users; (vi) to unavailability of the Services due to reaching the maximum capacity of the contracted infrastructure; or (vii) for any usage where Subscriber has not used the latest version of API Clients. Without limiting Sourcetable’s obligations pursuant to Section 3 (Sourcetable’s Obligations), Subscriber’s exclusive remedies for a breach of a warranty in this Section 15.1 (Services Warranty) shall be to exercise the express rights described in Sections 5.2 (Termination for Cause), 7.5 (Refund or Payment upon Termination) and claim the credits set forth in the applicable SLA.