Service Express, LLC is a corporation established in the State of Delaware (EIN: 38-3368786) with its offices located at 3855 Sparks Drive SE, Grand Rapids, MI 49546, USA.
Service Express, LLC and its affiliated group companies (Service Express, we, us or our) may provide an online web-based portal, application programming interface (API) or other interface or self-service reporting functionality (the applicable Portal) to be used in connection with hardware maintenance service supplied by Service Express under a contract (Agreement) between it and the corporation or business authorized to access the Portal (Customer). These Portal Terms of Use (Terms) apply to all Customers and individual user(s) authorized by a Customer to access the Portal (each a User, you/your) in respect of their access to and use of the Portal, including all features and functionality made available through it (collectively, the Services).
BY ACCESSING AND USING THE PORTAL, YOU AGREE: (1) THAT YOU ARE DULY AUTHORIZED TO DO SO BY THE CUSTOMER; AND (2) THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THESE TERMS OF USE, PLEASE DO NOT USE THE PORTAL.
We may amend, update, modify or substitute these Terms from time to time by posting the updated Terms to our website and any such revised Terms shall become automatically applicable and effective to all Users from the date it is made available to Users. It is your responsibility to determine the latest version of the Terms in force as at the date you access and/or use the Portal and, each time you access and use the Portal you are confirming your acceptance of the Terms in force as at the date of such access or use.
These Terms also apply to any material, files, content, communication or other information that a User uploads, stores, accesses, shares, uses, generates or otherwise deals with in, on, by or via the Portal (Content). Content includes, but is not limited to, all emails, files, links, reports, status readings, incident logs, tickets, applications or other media.
You must comply with the Terms in spirit as well as to the letter. Service Express will determine, in its discretion, whether any Content or a User’s use of our Services (including the Portal) breaches these Terms.
Users are required to register and create an account with us before they are allowed to access or use the Portal, providing your contact information and details of the Customer authorizing your access. Created accounts will be assigned, or be asked to create, credentials to access the Portal (such as a username and password or an API key) (Credentials). We reserve the right to refuse the creation of a new account for any reason. You are required to provide us with complete and accurate information about yourself. You are responsible for keeping your information up to date and for submitting correct account data.
SYSTEM REQUIREMENTS: THE PORTAL REQUIRES AN INTERNET BROWSER COMPATIBLE WITH THE CHROMIUM ARCHITECTURE. The Portal may not operate if it is accessed by any bowser, computer or device that is not compatible with the requirements set out above, or such other requirements the Supplier may specify in writing from time to time.
You may not transfer your Credentials, access to the Services, the Portal or the Service to someone else, whether freely, for money or in exchange for anything else.
You agree that you will:
not rent, lease, sub-license, loan, provide, or otherwise make available, the Portal, your Credentials or the Services in any form, in whole or in part to any person without prior written consent from us;
not copy the Portal, its contents or related documentation, except as part of the normal use of the Services, unless otherwise authorized in writing by us;
not translate, merge, adapt, vary, alter or modify, the whole or any part of the Portal, the Services or related documentation nor permit the Portal or the Services or any part of them to be combined with, or become incorporated in, any other programs or service;
to the extent permitted by law, not disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Portal or the Services nor attempt to do any such things
You acknowledge that the Portal has not been developed to meet your or any Customer’s individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Portal meet your requirements.
We only supply the Portal and Service for a Customer’s internal business use in connection with the Services, or in connection with any other services agreed to be provided by Supplier to Customer (or any User), and you agree not to use the Portal or Service for any other purposes, including the re-sale of the Portal and/or Services.
You may not use the Services: (a) in any way that breaches any local, national or international law or regulation; (b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect; (c) for the purpose of harming or attempting to harm minors in any way; (d) to bully, insult, intimidate or humiliate any person; (e) to send, knowingly receive, upload, download, share, post, use or re-use any material which does not comply with our Terms; (f) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); (g) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and/or (h) to compromise the security, adversely affect or tamper with the Services (or any part or component of them) or any other User without the explicit consent of Service Express. Malicious use or distribution of tools designed for compromising security (whether of the Services or any other system, application or account) is prohibited.
We may alter, amend, update, change, substitute, modify or improve the Portal and/or the Service from time to time for any reason (including but not limited to improving performance, enhancing functionality or remedy security issues).
The Portal and/or the Services may be interrupted from time to time (for example, for maintenance or upgrades). We may also discontinue some or all parts of the Portal and/or Services, including certain features and the support for certain devices and platforms, at any time. We shall have no liability to you or any Customer for the unavailability of or interruption to the Portal and/or Services, nor the loss or amendment of any feature or functionality of them.
Any alteration, improvement, enhancement, interruption, amendment, discontinuation or other change to the Portal and/or Service (a Change) may be made by us without prior notice. By continuing to use the Portal and/or Services, you agree to any Change(s) made to the Portal and/or Services. If you do not agree to any Change, you must cease accessing the Portal and using the Services.
By using the Portal and Services, you agree to us collecting and using technical information about the applications and devices, through which you access the Portal and Services to improve our products and to provide any services to you.
If you have any problems accessing or using the Portal and/or Services, please contact our support team through our contact details made available on our website, or otherwise made available to you via the Services.
The security of the Services used by you from your own or the Customer’s or any other party’s premises is your responsibility. You are responsible for the security of your own devices that are directly or indirectly connected to the Services.
You must keep your Credentials confidential at all times and must not allow others to use your account. You are responsible for all activity that occurs under your account, whether such activity was undertaken by an authorized or unauthorized user. If you know or suspect that anyone other than you knows your password, you should promptly change your password and notify us in writing. Service Express is not responsible for any negative consequences suffered or incurred by you as a result of any failure to employ adequate security measures, including any lost, stolen or damaged data.
The Portal and Services may contain links or interact with other independent websites or services that are not provided by us (Third Party Content). Such independent sites or services are not under our control, and we are not responsible for, have not checked, and approved their content, functionality, or any terms or policies applicable to them. You will need to make your own independent judgement about whether to use any such independent sites or services and/or whether to connect them to the Services.
All Content:
must be accurate (where it states facts), only contain opinions that are genuinely held and comply with the law applicable in any country from which it is generated, sent, stored, accessed or posted.
must not: (a) be defamatory of any person; (b) be obscene, offensive, hateful, abusive or inflammatory or likely to harass, bully, upset, embarrass, alarm or annoy any other person; (c) infringe any copyright, database right or trade mark of any other person; (d) include material that might impair the physical, mental or moral development of persons under the age of 18; (e) be likely to deceive any person or impersonate any person or misrepresent your identity or affiliation with any person; (f) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (g) contain illegal content or promote any illegal content or activity or advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; (h) be in contempt of court; (i) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; (j) give the impression that the Content emanates from Service Express, if this is not the case; (k) include content that depicts (real or realistic): (i) serious violence against or injury of a person (real or not); and/or (ii) serious violence against or injury of an animal (real or not); (l) include content which encourages, promotes or provides instructions for (i) a challenge or stunt highly likely to result in serious injury to the person who does it or to someone else; and/or (ii) a person to ingest, inject, inhale or in any other way self-administer a physically harmful substance or a substance in such a quantity as to be physically harmful; (m) include content which encourages, promotes or provides instructions for suicide, an act of deliberate self-injury and/or an eating disorder or behaviors associated with an eating disorder; and/or (n) be pornographic or a sexually explicit deepfake.
In addition, you must not use the Services in any way that involves: (a) terrorism offences; (b) child sexual exploitation or abuse offences including grooming and child sexual abuse material; (c) encouraging or assisting suicide (or attempted suicide) or serious self-harm offences; (d) harassment, stalking, making threats or abuse offences; (e) hate offences; (f) controlling or coercive behavior offence; (g) drugs or psychoactive substance offences; (h) firearms or other weapons offences; (i) unlawful immigration or human trafficking offences; (j) sexual exploitation of adults offences; (k) extreme pornography offences or intimate image abuse offences; (l) proceeds of crime offences; (m) fraud and financial services offences; (n) foreign interference offences; and/or (o)the development or facilitation of any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware (whether intended for distribution or not).
Service Express is not responsible for any Content uploaded, stored, accessed, shared, used or generated in, on, by or via the Services (or accessible via the Services), whether or not such Content is made, uploaded, posted, shared or generated by you or any other User. Service Express accepts no liability or responsibility for any such Content.
At Service Express’ sole discretion (and without prejudice to any of its other rights), Service Express reserves the right to remove any Content from any Service under its control that it determines breaches, or it considers may reasonably be likely to breach, these Terms.
All intellectual property rights in the Portal, the Services and related documentation throughout the world belong to us (or our licensors) and the rights in the Portal and any output, documentation or other information made available through the Portal are licensed (not sold) to you. You have no intellectual property rights in, or to, the Portal, the Service or related documentation other than the right to use them in accordance with these Terms.
We only use any personal data we collect through your access or use of the Portal and/or the Services in the ways set out in our privacy policy (found at: https://serviceexpress.com/policies/privacy/).
Where Service Express determines (in its sole discretion) that you are, or may reasonably be, in breach or violation of any of these Terms, we shall be entitled to suspend, restrict or terminate at any time and without warning your access to the Portal and/or Services for such violation.
We may end, modify, suspend, or terminate your access to or use of the Portal or our Services anytime for any reason, including (but not limited to) where you violate the letter or spirit of these Terms, risk harm or offence to any other person, jeopardize the security or integrity of Service Express, the Portal, the Services or any other equipment, hardware, device or service of Service Express or any third party, or are or may be in breach of law or regulation.
If you cease to be an authorized User of the Customer for any reason (including termination or expiry of employment or any service relationship) your right to access or use the Portal or our Services shall cease with immediate effect.
If your rights to access or use the Portal and Services are terminated or suspended under these Terms you must stop all activities authorized by these Terms with immediate effect, including your access or use of the Portal and any Services.
You access and use the Portal and the Services at your own risk. Except for any express warranties set forth in these Terms, the Portal and all Services are provided “as-is” without warranty of any kind, express or implied, including all warranties of merchantability and fitness for a particular purpose and we disclaim all warranties of any kind (whether express, implied or statutory) to the fullest extent permitted by law. We do not warrant that any information provided by us is accurate, complete, or useful, that the Portal or the Services will be operational, error free, secure, or will function without disruptions, delays, or imperfections.
We do not control, and are not responsible for, controlling any Third Party Content sent to or displayed in the Portal. You release us and our affiliates, directors, employees, partners, and agents from any claim, complaint, cause of action or dispute (together, Claim) and all losses, liabilities, costs, damages, charges, expenses or other amounts incurred or suffered by you (collectively Damages) relating to, arising out of, or in any way connected with any such Claim you have against any third parties relating to Third Party Content.
You accept that nothing in these Terms limits or otherwise excludes any liability for fraud or intentional misconduct or any liability which cannot be limited or excluded by law. Subject to the foregoing, we will not have any liability to you in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with its performance, contemplated performance, non-performance or breach of its obligations under these Terms or a Contract for any:
(i) defects, viruses and any other malfunctions caused to any device, equipment or software in connection with access or use of the Portal and/or the Services; (ii) the information provided or displayed on, or accessed via the Portal; (iii) the interception, modification or misuse of information transmitted to the Portal or transmitted to you; (iv) the functioning or non-availability of the Portal and/or the Services; (v) the misuse of the Portal and/or Services; or (viii) Claims from third parties in connection with the use of the Portal and/or Services; and/or
loss of: (i) profits; (ii) business; (iii) value; (iv) revenue; (v) production; (vi) data; (vii) opportunity; (viii) goodwill; or (ix) anticipated savings, (in each case whether direct or indirect); and/or
any loss or damage arising from: (i) business interruption; (ii) wasted expenditure; or (iii) any liability to any third party, (in each case whether direct or indirect); and/or
any indirect, special, or consequential loss or damage,
howsoever arising and whether or not such loss or damage could have been anticipated, even if reasonably foreseeable, and even if it has been advised of the possibility of such losses or events.
Subject to Clause 11.3, Service Express’ total overall liability to you for all Damages, of whatever type of claim and however arising (including but not limited to in respect of contract, indemnity, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise) arising out of or in connection with the Portal, the Services, these Terms and/or the Contract shall be limited at all time to an amount not exceeding one hundred thousand US dollars (USD$100,000).
You will defend, indemnify, and hold us harmless from and against all Damages of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with: (a) your access to or use of the Portal and our Services; (b) your actual or alleged breach of our Terms; (c) any misrepresentation made by you; (d) any Claims made against us by any third party relating to, arising out of, or in any way connected with your use of the Portal or the Services, breach or non-compliance with these Terms or any other act, negligence, failing or omission of you; and/or (e) any acts, omissions, negligence or willful misconduct of you or your personnel, including any personal injury or property damage caused by you.
Complaints regarding the conduct of a User of the Services should be submitted to Service Express through our contact details available on our website, or otherwise made available to Users via the Services.
If you have any questions or complaints about the Portal, the Services or these Terms, please contact Service Express through our contact details available on our website, or otherwise made available to Users via the Services.
All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. You may only transfer your rights or your obligations under these terms to another person if we agree in writing
Force Majeure. We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of the Services (including making available the Portal) if such delay or failure result from a Force Majeure Event. Force Majeure Event means any event, circumstance or causes beyond Supplier’s reasonable control, including but not limited to: acts of God, riots, war, terrorism, acts of Governmental authorities, fire, flood, hurricane, tornado, earthquake, pandemic, epidemic, endemic, disaster, force majeure declaration of suppliers, or strike, lockout or other form of industrial action (other than a strike, lockout or other form of industrial action of or by its own personnel).
Notices. Any notice or other communication to be given by a Party to the other under or in connection with these Terms must be in writing and be delivered personally to the recipient’s registered office, sent by pre-paid first class post or other delivery service to the recipients registered office (or such other address as a Party may notify the other from time to time), or email (to such address as a Party may notify the other from time to time). Any notice shall be deemed given when delivered personally, or if sent be first class mail within the USA, on the first business day after posting, or where sent by email the next business day after transmission. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. The provisions of this Section 1.1 will not apply to the service of any proceedings or other documents in any legal action
Severance. If any part or provision of these Terms is or becomes invalid, illegal or unenforceable: (i) the applicable part or provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, deleted; and (ii) it shall not affect the validity or enforceability of any other part or provision of these Terms.
No Waiver. Any waiver of any right or remedy by a Party shall only be effective if in writing and shall not be deemed a waiver of any subsequent right or remedy. The failure or delay of any Party to exercise or enforce any right or remedy under these Terms or at law shall not be deemed to be a waiver of any such right nor shall it operate so as to bar the exercise or enforcement of that right at a later date.
No Partnership. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party.
Third Party Rights. A person who is not a party to the Terms has no right under the Terms to rely upon or enforce any of its terms.
Entire Agreement. These Terms, the contract or agreement between the Customer, any User and Service Express and any documents referred to within them (collectively the Contract) constitute the entire understanding and agreement between the Parties (including the Customer and all Users) and supersedes and extinguishes all prior agreements, negotiations and/or discussions between them (whether written or oral) in relation to its relevant subject matter. Each Party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
Governing Law. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any of them or their respective subject matter or formation shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to its conflict of law principles), Each Party irrevocably agrees that the state or federal courts in the state of Delaware shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their respective subject matter or formation.
