The Supplier agrees to provide, and the Client agrees to access, the Websitemon platform on the terms of this Agreement. The Agreement comprises:
Key details include those defined in any relevant service plan or documentation provided by the Supplier to the Client.
1.1 Definitions: In the Agreement, the following terms have the stated meaning:
1.2 Interpretation: In the Agreement:
2.1 General:
3.1 General: The Supplier warrants that the Websitemon platform will operate materially as described in the Key Details. This warranty does not cover any issues resulting from changes to the Client’s website, accessibility restrictions, or third-party factors beyond the Supplier’s control.
3.2 Breach of Warranty: If Websitemon does not meet the warranty, at the Client’s request and at the Supplier’s cost, the Supplier will make reasonable efforts to restore functionality.
3.3 Exclusions:
4.1 Retained Intellectual Property: Intellectual Property existing prior to the Agreement or developed independently remains the property of its current owner.
4.2 Ownership: Subject to clauses 4.1 and 4.2, all Intellectual Property created by the Supplier in providing Websitemon remains the Supplier’s property.
5.1 Fees: The Client must pay the Fees for access to Websitemon as set out in the applicable pricing plan.
5.2 Invoicing:
6.1 Security: Each party agrees to:
6.2 Disclosure Required: Confidential Information obligations do not apply to information that is:
7.1 Maximum Liability: The maximum aggregate liability of the Supplier under this Agreement is limited to the balance paid by the Client under this Agreement for access to Websitemon.
7.2 Exclusions: Neither party is liable for indirect, consequential, or special loss or damage.
7.3 Unlimited Liability: Clauses 7.1 and 7.2 do not limit the Supplier’s liability for personal injury, death, fraud, or wilful misconduct.
8.1 Duration: This Agreement begins on the sign-up date and continues until terminated by either party.
8.2 Termination Rights: Either party may terminate this Agreement on one month’s prior notice.
8.3 Consequences of Termination: The Client must pay for any Services provided before termination.
9.1 Good Faith Negotiations: The parties will attempt to resolve disputes through good faith negotiations before taking legal action.
9.2 Continuing Obligations: Each party will continue to perform its obligations under the Agreement during any dispute.
10.1 Force Majeure: Neither party is liable for failure to perform obligations under the Agreement due to Force Majeure, provided it uses best efforts to mitigate the impact.
10.2 Notices: Notices under this Agreement must be delivered via email or hand/courier.
10.3 Entire Agreement: This Agreement supersedes any previous discussions or agreements.
10.4 Governing Law: This Agreement is governed by the laws of Delaware, United States.
11.1 Visual Monitoring: Websitemon periodically captures screenshots and analyzes them against baselines to identify significant visual changes, subject to the limitations of automated monitoring.
11.2 Alert System: Websitemon will notify designated users of detected changes, though timely delivery cannot be guaranteed due to external factors.
11.3 Limitations: The Supplier is not responsible for false alerts or undetected issues due to changes in the Client’s site, site access restrictions, or other technical limitations.
11.4 Data Retention: Screenshots are stored as part of the monitoring service. By using Websitemon, the Client consents to this retention solely for delivering Services.
