These Streets Systems Portal Terms of Use (these “Portal Terms of Use”) set forth the terms and conditions applicable to the Streets Systems websites and any other websites or applications made available by Streets Systems and/or its Affiliates from time to time.
1. Scope
The Streets Systems Portal Sites provide a repository where certain Streets Systems Portal Customers (as defined below) may obtain information about and access to certain products, services and software (“Streets Systems Services”) made available by Streets Systems through the applicable Streets Systems Portal Sites from time to time (collectively, “Streets Systems Portal Services”) to an applicable category of Streets Systems Portal Customer. “Streets Systems Portal Customers” means Streets Systems’s direct customers with which Streets Systems is a party to a customer agreement (“Streets Systems Customers”).
Such Streets Systems Portal Services might include, but are not limited to: (a) tools for ordering, configuration, management, reporting, monitoring and diagnostics of, and training and support for, Streets Systems Services; (b) tools for viewing and accessing usage and billing information and statistics for Streets Systems Services; (c) documentation and specifications for Streets Systems Services, including, without limitation, application program interface specifications, data, metadata, and other code, concepts, designs, programming techniques and programming concepts, flow charts, graphics, and images; (d) marketing material, information and articles pertaining to Streets Systems Services (clauses (a) through (d) collectively “Streets Systems Materials”).
2. Acceptance of Terms
Notwithstanding anything to the contrary set forth in a separate signed agreement or agreements between Streets Systems and the applicable Streets Systems Portal Customer governing the provision of Streets Systems Services or other business relationship between such parties, as the same may be/has been amended from time to time (collectively, the “Streets Systems Business Agreement”), Streets Systems Portal Customer hereby agrees that access and use of the Streets Systems Portal Sites, Streets Systems Materials, or any Streets Systems Portal Services are subject to these Streets Systems Portal Terms of Use. Streets Systems Portal Customers are responsible for the access and use of the Streets Systems Portal Sites, Streets Systems Materials and Streets Systems Portal Services by their administrators (“Administrators”), other users (“Users”) and Affiliates.
If your company is not an Streets Systems Portal Customer, you must not attempt to access or use the applicable Streets Systems Portal Site. If Streets Systems Portal Customer does not agree to the terms of these Streets Systems Portal Terms of Use, it must not attempt to access or use the applicable Streets Systems Portal Site, and in the case of an Streets Systems Channel Partner, it must not allow its Clients to access or use the applicable Streets Systems Portal Site.
3. Precedence
These Portal Terms of Use and the applicable Additional Legal Terms form a legally binding agreement between the Streets Systems Portal Customer and Streets Systems regarding access and use of the applicable Streets Systems Portal Site, Streets Systems Materials, the Streets Systems Portal Services and other Streets Systems Services by it and its Administrators and Users, and in the case of Streets Systems Channel Partners, their Clients.
Whenever there is a conflict between the terms in these Portal Terms of Use and a contract or business agreement entered into by Streets Systems and the customer the terms of the relevant contract shall control access and use of the Streets Systems Portal Sites and use of the applicable other Streets Systems Services.
In the event that no Streets Systems Business Agreement has been signed by Streets Systems and the applicable Streets Systems Portal Customer , Streets Systems’s standard terms and conditions shall apply to use of Streets Systems Services by such Streets Systems Portal Customer, and its Administrators, Users and, if applicable, Clients.
4. Changes and Notices
Streets Systems may make changes to these Portal Terms of Use, the Streets Systems Portal Sites, Streets Systems Materials and/or Streets Systems Portal Services at any time by posting to the applicable link for these Streets Systems Portal Terms of Use.
5. Confidential Information
Streets Systems Portal Customer hereby agrees not to reproduce any Confidential Information (defined below) to which Streets Systems Portal Customer is provided access through the Streets Systems Portal Sites in any form except as authorized at the time of disclosure.
Any reproduction of Confidential Information shall remain the property of Streets Systems and/or its original owner, and shall contain any and all confidential or proprietary notices or legends that appear on the original.
Streets Systems Portal Customers hereby agree (a) to take all reasonable steps (defined below) to keep all Confidential Information confidential; (b) to use Confidential Information solely as authorized at the time of disclosure; (c) not to disclose any Confidential Information to any party without the prior written consent of Streets Systems; and (d) not to cause or permit reverse engineering of any Confidential Information or disassembly of any software programs which are a part of the Confidential Information. Streets Systems Portal Customers do not acquire any rights in Confidential Information except the limited rights as described above.
In no event shall Streets Systems Portal Customers use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on Streets Systems Materials, Streets Systems Portal Services or other Streets Systems Services, or compete with Streets Systems Materials, Streets Systems Portal Services or other Streets Systems Services in whole or in part.
As used herein, “Confidential Information” shall mean all trade secrets and other information, Streets Systems Materials or Streets Systems Portal Services which Streets Systems or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through an Streets Systems Portal Sites, pursuant to software downloads or other delivery of Streets Systems Services, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure.
Without limiting the foregoing, information provided via the Streets Systems Portal Sites regarding the configuration, utilization, availability, location and/or performance of Streets Systems Services or assets deployed as part of, or used by, the Streets Systems Intelligent Platform or to enable the delivery of an Streets Systems Service, are Confidential Information of Streets Systems credentials to the Streets Systems Portal Sites issued to an Streets Systems Portal Customer and their respective Administrators, Users, and in the case of Streets Systems Channel Partners, Clients, are also Confidential Information. The availability of the functionality to download or export Confidential Information from an Streets Systems Portal Site is not a waiver of confidentiality hereunder, and the downloaded or exported files of such information shall also be treated as Confidential Information hereunder.
Reasonable steps means those steps Streets Systems Portal Customer takes to protect its own similar Confidential Information, which shall not be less than a reasonable standard of care.
Streets Systems Portal Customer shall not be obligated to treat information as Confidential Information if such information (i) was rightfully in its possession prior to receipt from or disclosure by Streets Systems; (ii) is or becomes public knowledge other than through a breach of confidentiality; (iii) is or was rightfully disclosed to Streets Systems Portal Customer by a source other than Streets Systems or any party under their respective control; (iv) is independently developed by Streets Systems Portal Customer without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by Streets Systems Portal Customer according to mandatory applicable law.
Streets Systems Portal Customer is not permitted to access Streets Systems or third party Confidential Information that Streets Systems Portal Customer is not explicitly licensed or otherwise granted a right to use for the intended purpose as set forth in its applicable Streets Systems Business Agreement.
6. User Information
User name, password, password reset questions and answers and other access credentials (“User Information”) is provided to Administrators and Users of an Streets Systems Portal Customer for their sole access to the Streets Systems Portal Sites they have been authorized to use by such Streets Systems Portal Customer and Streets Systems. Streets Systems Portal Customer is responsible for ensuring that its Administrators and Users keep, and that its Clients cause its Administrators and Users to keep, their respective User Information secure and confidential. Streets Systems Portal Customers are solely responsible with regard to usage and security of User Information of its Administrators and Users and any activities that occur under the applicable Streets Systems Portal Customer’s accounts, and in the case of Streets Systems Channel Partners, the applicable Streets Systems Channel Partner is responsible for the User Information of its Clients, and their respective Administrators and Users and any activities that occur under the applicable Client’s Streets Systems Portal Site account(s). Use of Streets Systems Portal Sites is also subject to Streets Systems’s Privacy Statement.
7. Intellectual Property Rights
Access to and use of any Streets Systems Services provided on an Streets Systems Portal Site is subject to a separate Streets Systems Business Agreement for such Streets Systems Service that is supplemented by these Streets Systems Portal Terms of Use. All Intellectual Proprietary Rights to any Streets Systems Services, Streets Systems Materials and Streets Systems Portal Services shall belong to Streets Systems. Except to the extent expressly permitted by the applicable Streets Systems Business Agreement, Streets Systems Portal Customer must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of third party software or content, or any Streets Systems Materials accessed on an Streets Systems Portal Site. Nothing in these Streets Systems Portal Terms of Use shall be deemed to give any party the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Streets Systems software, products or services for any reason unless otherwise permitted by law. Streets Systems Portal Customer hereby agrees to assign and does assign to Streets Systems any modifications or derivative works of any Streets Systems Services made by it in contravention of the limitations set forth herein. As used herein, “Intellectual Property Rights” means, on a world-wide basis, any and all now known and hereafter known, current and future, tangible and intangible (a) rights associated with works of authorship including, without limitation, copyrights, (b) trade secret rights, (c) patents, designs, algorithms and other industrial property rights, (d) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise, and (e) all registrations, initial applications, renewals, extensions, continuations (including continuations-in-part), re-examinations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).
8. Permissible Use of Streets Systems Portal Services and Streets Systems Materials
Usage of Streets Systems Materials and Streets Systems Portal Services provided on any Streets Systems Portal Site is permitted only for use with the Streets Systems Services in the scope of and in accordance with these Streets Systems Portal Terms of Use and such Streets Systems Portal Customer’s valid Streets Systems Business Agreement for Streets Systems Services. Use of Streets Systems Portal Sites and the Streets Systems Materials for any other purpose is prohibited without the express permission of Streets Systems.
Streets Systems Materials, Streets Systems Portal Services and any other Streets Systems Services made available on an Streets Systems Portal Site may not be accessed, used or distributed by or to any Affiliate or third party unless stated otherwise in the applicable Streets Systems Business Agreement. Streets Systems Portal Customer is responsible to ensure that any use of an Streets Systems Portal Service by such Affiliate or third party is in compliance with these Streets Systems Portal Terms of Use and the requirements of such Streets Systems Business Agreement. Without limiting the foregoing, each Streets Systems Channel Partner hereby represents and warrants that it has entered into a customer agreement with its Client in accordance with its Streets Systems Business Agreement, and that it will not permit any Client to access or use the applicable Streets Systems Portal Site other than in accordance with such customer agreement and these Streets Systems Portal Terms of Use.
Streets Systems Portal Customer shall be fully responsible for all activity of its Administrators and other Users in the applicable Streets Systems Portal Site, and any breach of these Streets Systems Portal Terms of Use by its Administrators and other Users. Except to the extent otherwise expressly agreed in its Streets Systems Business Agreement with Streets Systems, Streets Systems Channel Partner shall be fully responsible for all activity of its Clients, and their respective Administrators and other Users, in the applicable Streets Systems Portal Site, and any breach of these Streets Systems Portal Terms of Use by its Clients, Administrators and other Users.
Streets Systems Portal Customer hereby represents and warrants that it has all necessary rights, licenses and approvals to provide and manage its content and applications in the applicable Streets Systems Portal Site, and that its Administrators and Users who access and use the applicable Streets Systems Portal Site, and undertake any actions within an Streets Systems Portal Site, have been duly authorized by such Streets Systems Portal Customer, to do so on behalf of such Streets Systems Portal Customer.
Streets Systems Portal Customer hereby agrees to notify Streets Systems in the event it becomes aware of any violation of these Streets Systems Portal Terms of Use by it, or any of its Administrators or Users, and in the case of an Streets Systems Channel Partner, any of its Clients.
9. Termination and Accountability
In the event Streets Systems Portal Customer is in material breach of these Streets Systems Portal Terms of Use, any Additional Legal Terms or its Streets Systems Business Agreement, Streets Systems may, at its sole discretion, suspend or terminate its account and refuse it and/or its Clients any current or future use of the applicable Streets Systems Portal Site. Streets Systems shall not be liable to Streets Systems Portal Customer or any Client or other third party for any termination or change to the Streets Systems Portal Sites and/or the Streets Systems Materials and Streets Systems Services unless provided otherwise in its respective Streets Systems Business Agreements.
Streets Systems Portal Customer hereby agrees not to use any Streets Systems Portal Site in violation of Streets Systems’s Acceptable Use Policy.
10. Disclaimers
The Streets Systems Portal Sites, Streets Systems Portal Services and the Streets Systems Materials are provided “as-is” without representation or warranty of any kind, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, usage of the trade, non-infringement, accuracy or security. Without limitation of the foregoing, Streets Systems does not warrant any third party equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied by parties other than Streets Systems. Streets Systems agrees to provide reasonable support for the Streets Systems Portal Sites, Streets Systems Portal Services and Streets Systems Materials; however, no service level agreement shall apply.
Statements and explanations of the Streets Systems Portal Sites, Streets Systems Materials or Streets Systems Services in promotional material or on the Streets Systems Portal Sites are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. Without limitation of the foregoing, Streets Systems does not represent or endorse the accuracy or reliability of any (a) links to web-pages of third parties contained on the Streets Systems Portal Sites, or the content obtainable on such web-pages or (b) information provided by third parties on the Streets Systems Portal Sites.