BY REGISTERING FOR THE ITSUITSFASHION CUSTOMER AND/OR PARTNER YOU AGREE TO BE BOUND BY THIS AGREEMENT. YOU ALSO REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT.
You and Total Concept Group (IP owner of itSuitsFashion) agree to the following terms and conditions for purposes of accessing and benefiting from the Services provided in the portal.
The term “parties” refers to both you and Total Concept Group, and the term “party” may be used to refer to you or Total Concept Group individually. In addition, the following definitions apply:
1.1. “Affiliate” means any legal entity that owns, is owned or is commonly owned by Total Concept Group or you. Own means holding or controlling more than 50% of the shares, interests or assets of a legal entity.
1.3. “Support Services” means the services made available to you in support of a service or product as described in our Support Plans, including but not limited to electronic and telephone support incidents, marketing resources and other services.
2.1. “Confidential Information” is non-public information, know-how and trade secrets in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential. Confidential Information includes non-public information regarding either party’s products or customers, marketing and promotions, and the negotiated terms of our agreements.
2.2. The following types of information, however marked, are not Confidential Information. Information that is, or becomes, publicly available without a breach of this Agreement; was lawfully known to the receiver of the information without an obligation to keep it confidential; is received from another source who can disclose it lawfully and without an obligation to keep it confidential; is independently developed; or is a comment or suggestion one party volunteers about the other’s business, products or services.
2.3. Subject to the other terms of this Agreement, each party agrees it will not disclose the other’s Confidential Information to third parties and it will use and disclose the other’s Confidential Information only for purposes of the parties’ business relationship with each other.
2.4. Each party agrees: (a) to take reasonable steps to protect the other’s Confidential Information — these steps must be at least as protective as those the party takes to protect its own Confidential Information; (b) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (c) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
2.5. Each party may disclose the other’s Confidential Information to its representatives (who may then disclose that Confidential Information to other of that party’s representatives) only if those representatives have a need to know about it for purposes of the parties’ business relationship with each other. Before doing so, each party must: (a) ensure that Affiliates and representatives are required to protect the Confidential Information on terms consistent with this Agreement; and (b) accept responsibility for each representative’s use of Confidential Information. A “representative” is an employee, contractor, advisor or consultant of one of the parties or of one
of the parties’ Affiliates.
2.6. Neither party is required to restrict work assignments of representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party’s representatives will remember, even without notes or other aids. Each party agrees that use of information in representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
2.7. Each party may disclose the other’s Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.
2.8. Except as permitted above, neither party will use or disclose the other’s Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period.
2.9. If one party provides suggestions for changes or improvements, or other feedback, to the other party about the other party’s products or services, the party receiving the feedback may use it for any purpose without obligation of any kind, except that the receiving party will not disclose the source of feedback without the consent of the party providing it.
3. Support Services
3.1. Delivery of Support Services depends on your full and timely cooperation, as well as the accuracy and completeness of any information you provide.
3.2. Total Concept Group may offer Support Services for new software or discontinue Support Services for existing software. Total Concept Groups current lifecycle policies are posted here.
3.3. Ownership and license of deliverables obtained through Support Services.
3.3.1.“Fixes” means software fixes that Total Concept Group either releases generally (such as commercial service packs) or that Total Concept Group or its designee provides to you when performing Support Services (such as workarounds, patches, bug fixes, beta fixes and beta builds) and any derivatives of such Fixes. Total Concept Group grants you a non-exclusive, perpetual, fully paid-up license to use and reproduce any Fix that Total Concept Group or its designee delivers to you for your internal business operations only. Total Concept Group also grants you the right to grant your customers (that you specifically identifies in writing to Total Concept Group), a non-exclusive, perpetual, fully paid-up license to use and reproduce the identified Fix that Total Concept Group specifically creates (or which is not otherwise publicly available) and delivers to you. The license rights granted for Fixes are limited to the internal business operations of the individual customer identified by you and are not intended for broader redistribution. Except as otherwise provided herein, the license rights granted for Fixes are governed by the license agreement for the affected software or, if the Fix is not provided for a specific software, any other use terms Total Concept Group provides. You are responsible for paying any software licensing fees. You and your customers may not modify, reverse engineer, decompile, disassemble, change the file name of or combine with any non-Total Concept Group computer code any Fixes delivered to you.
3.3.2. Pre-Existing Work. All rights in any computer code or non-code based written materials (“Materials”) developed or otherwise obtained by or for Total Concept Group or its affiliates, or you or your affiliates independent of this Agreement (“Pre-existing Work”) shall remain the sole property of the party providing the Pre-existing Work. During the performance of the Support Services, each party grants to the other party (and their respective contractors as necessary) a temporary, non-exclusive license to use, reproduce and modify any of its Pre-existing Work provided solely for the performance of Support Services. Total Concept Group grants you a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify (if applicable) its Pre-existing Work in the form delivered to you that Total Concept Group leaves with you at the conclusion of its performance of Support Services for use with any developments (if applicable). Total Concept Group also grants you the right to distribute and grant to your customers a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify (if applicable) Total Concept Groups Pre-existing Work in the form delivered to you at the conclusion of Total Concept Groups performance of Support Services for use with any developments (if applicable). The license rights granted to Total Concept Groups Pre-existing Work are limited to you and your customer’s internal business operations and are not for your customer’s resale or distribution to unaffiliated third-parties.
3.3.3. Developments. Total Concept Group grants you a non-exclusive, perpetual right to use, reproduce and modify any computer code or Materials (except for Fixes or Pre-existing Work) that Total Concept Group leaves with you at the conclusion of Total Concept Groups performance of the Support Services (“Developments”) for your internal business operations only. Total Concept Group also grants you the right to distribute and grant to its customer a non-exclusive, perpetual right to use, reproduce and modify any Materials (except for Fixes or Pre-existing Work) that Total Concept Group leaves with you at the conclusion of its performance of the Support Services for internal business operations only. Developments are not for resale or distribution to unaffiliated third parties by your customer.
3.3.4. Redistribution Indemnification and Additional Restrictions. Your right to distribute Fixes, Materials, Pre-existing Work and developments to your customer is contingent on your agreement to pass equivalent terms on to your customer, indemnify and hold Total Concept Group harmless, and defend Total Concept Group and its suppliers from and against any claims or lawsuits, including attorneys’ fees or legal costs that arise or result from (1) your customer’s use, (2) Company’s negligent or willfully wrongful acts associated with distribution or marketing, and (3) any additions or modifications Company makes.
3.3.5. Open Source License Restrictions. Because certain third party license terms require that computer code be generally (1) disclosed in source code form to third parties; (2) licensed to third parties for the purpose of making derivative works; or (3) redistributable to third parties at no charge (collectively, “open source license terms”), the license rights that each party has granted to any computer code (or any intellectual property associated therewith) do not include any license, right, power or authority to incorporate, modify, combine and/or distribute that computer code with any other computer code in a manner which would subject the other’s computer code to open source license terms. Furthermore, each party warrants that it will not provide or give to the other party computer code that is governed by open source license terms.
3.3.6. Affiliates Rights. You may sublicense the rights contained in this section to your affiliates, but your affiliates may not sub-license these rights and your affiliates’ use must be consistent with these license terms.
4. Term and Termination
4.1. This Agreement will take effect on the date Total Concept Group accepts this Agreement (“Effective Date”) and will continue for one year from the Effective Date (“Term”), unless terminated earlier. This Agreement will not renew automatically.
4.2. Either party may terminate this Agreement at any time, without cause, upon 30 calendar days’ notice. Neither party will be responsible to the other for any costs or damages that are a direct result of this termination. You must contact Total Concept Group by sending an email to email@example.com to begin the Agreement termination process.
4.3. If either party breaches any provision of this Agreement, and the cause for termination is considered curable, the non-breaching party will give 30 calendar days’ email or written notice and an opportunity to cure. If the cause for termination is considered not curable, termination will take effect immediately upon notice from the non-breaching party. Total Concept Group retains its other rights and remedies.
4.4. When this Agreement terminates, you must immediately stop using any rights and benefits granted by this Agreement.
5.1. Non-compete business purposes. You may not (or allow any third party to) use, copy, modify, create derivative works of, reverse engineer, disassemble, decompile or use unauthorized modified versions of any Documents, Services or Software, in whole or in part, in any manner or form, or otherwise attempt to discover any source code, for purposes of building a similar or competitive product or service or obtaining unauthorized access to the Documents, Services or Software.
5.2. Entire agreement. This Agreement related links constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications.
5.3. Severability. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this Agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
5.4. Assignment. You may not assign this Agreement. Total Concept Group may assign this Agreement to its Affiliates.
5.5. Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
5.6. Applicable law and jurisdiction. This Agreement is governed by the European laws. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If either party commences litigation in connection with this Agreement, the prevailing party will be entitled to recover reasonable attoney’s fees, costs and other expenses.
5.7. This Agreement is not exclusive. You are free to enter into agreements to license, use or promote non-Total Concept Group software or services.
5.8. Survival. Provisions regarding restrictions on use, transfer of licenses, privacy, limited warranty, limitations of liability, confidentiality, unlawful or prohibited use, use of services, Support Services, in this Agreement, and the provisions in this section entitled “Miscellaneous” will survive termination of this Agreement.
5.9. No transfer of ownership. Total Concept Group does not transfer any ownership rights in any software or service. Total Concept Group reserves all rights not specifically granted. itSuitsFashion software is protected by copyright and other intellectual property rights laws and nternational treaties.