This MASTER SERVICES AGREEMENT (hereinafter referred to as the "Agreement") is executed and comes into force on the date of acceptance by the entity agreeing to be legally bound by this Agreement (hereinafter referred to as the "Operator"), as delineated in the "Registration Form" (as elaborated in Section 3 herein) and represents a legally binding contract between the Operator and Summon Inc., a company incorporated under the laws of Georgia. Hereinafter, Summon and Operator may be referred to individually as a "Party" and collectively, as the "Parties." By selecting "I Agree", you affirm and declare that you possess the authority to enter into and bind the Operator to this Agreement and that the Operator acknowledges and concurs that this Agreement constitutes a legally enforceable contract between the Operator and Summon.
NOW, THEREFORE, in consideration of the foregoing recitals, which are integrated herein by reference, and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby recognized and affirmed, the Parties hereto agree as follows:
Summon is the proprietor and grants "Licenses" (as defined hereinafter) for a Summon application (hereinafter referred to as the "Application") which is compatible with any mobile device through applications acquired via Apple Store© or Google Play© stores (hereinafter referred to as "Supported Devices"). The Application is installed on Supported Devices for utilization by registered Operator personnel (hereinafter referred to as "Authorized Personnel") at Operator-managed venues (hereinafter referred to as "Operator Locations") to streamline registration, monitoring, and payment processing for vehicles at an Operator Location. For the purposes of this Agreement, "License(s)" denotes one or more limited, non-exclusive, revocable, non-transferable licenses (without sublicensing rights), for utilization of the Application in accordance with the terms and stipulations contained in this Agreement and the End User License Agreement ("EULA") for the Application available at https://www.Summon.com/eula-apple/ for Apple devices and https://www.Summon.com/eula-google/ for Google devices. The Licenses, along with the additional support services delineated in this Agreement, are collectively referred to as the "Services".
The initial duration of this Agreement and any Licenses conferred herein shall commence on the Effective Date and persist for twelve (12) months thereafter (the "Initial Term"). Unless terminated as delineated herein, the Initial Term shall be automatically prolonged for additional one (1) year terms (the "Extended Term" and collectively with the Initial Term, the "Term"). This Agreement may be terminated as follows:
Subsequent to the termination of the Agreement, all Licenses conferred under this Agreement shall be terminated and Operator shall cease all usage of the Application at any of the Operator Locations. Upon termination of this Agreement, Summon shall immediately revoke Operator's access to the Application and Operator shall destroy and/or return upon Summon's request, any and all Confidential Information it has procured from Summon. Should this Agreement be terminated during the Initial Term, the Operator shall be liable for paying Summon a termination fee equivalent to the average monthly base price remitted by Operator to Summon from the Effective Date through the date of termination multiplied by the number of months remaining in the Initial Term.
The Operator acknowledges and agrees that Summon owns all intellectual property rights in the application. All work product developed by Summon, including any modifications or updates of the application, remains the property of Summon. The Operator is not allowed to claim ownership or rights over the intellectual property of the application. Furthermore, the Operator agrees that any modifications or updates to the application developed by Summon, even if requested by the Operator, will remain the property of Summon and will not be considered a "work for hire".
Upon termination of the agreement, the Operator is required to destroy or return any confidential information received from Summon. Additionally, Summon is not responsible for any customer personal information or credit card information collected by the gateway merchant account provider, and it does not retain any of this information.
If the Operator fails to maintain an adequate balance in their account to pay the subscription fees, or if Summon is unable to withdraw the monthly subscription fees from the Operator's account due to insufficient funds, Summon may disable the passwords and accounts of the Operator and authorized personnel, and their access to all or part of the application. Summon may also terminate the agreement if subscription fees remain unpaid. Unpaid subscription fees will bear interest until paid.
In the event that the Operator fails to remit the Subscription Fees within the stipulated period, Summon reserves the right to engage legal counsel or a debt collection agency. In such circumstances, the Operator shall be liable for all costs incurred by Summon in this regard, including but not limited to, legal fees, collection agency fees, and any ancillary expenses attendant to the recovery of the unpaid amounts.
The Operator agrees to indemnify and hold harmless Summon, its affiliates, officers, directors, and employees from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney's fees, arising out of or relating to the Operator's use of the Services, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.
In no event shall Summon be liable to the Operator for any indirect, special, incidental, punitive, or consequential damages, or any loss of revenue, profits, data, or data use. Summon's maximum liability for any damages arising out of or related to this Agreement or Operator's use of the Services, whether in contract or tort, or otherwise, shall be limited to the amount of fees paid by the Operator under this Agreement for the Services giving rise to the damages during the 12 months preceding the claim.
Summon warrants that the Services will perform substantially in accordance with the documentation under normal use and circumstances. The Operator acknowledges that Summon does not warrant that the Operator's use of the Services will be uninterrupted or error-free, or that the Services will meet the Operator's requirements.
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue in the state and federal courts within Georgia.
Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such Party's reasonable control (including any mechanical, electronic, or communications failure).
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings of the Parties, written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both Parties.
This Agreement is made and entered into as of the date of acceptance by the Operator. The Operator acknowledges and agrees that by clicking "I Agree," the Operator is entering into a legally binding contract with Summon.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.
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