If you are an MSP, you further acknowledge, agree and warrant that: (i) you have sufficient technical infrastructure, knowledge and expertise to perform your duties for your customers; (ii) you provide all sales, problem solving and support services to your customers; (iii) you are responsible for billing, invoicing and collection for your customers; and (iv) you will operate as an MSP under your own name at your own expense and risk. The product and all Engageware devices are continuously monitored (24 hours a day; 7 days a week) for their health and performance using internal monitoring software and an external third-party monitoring service. 14.2 Entire Agreement; Priority. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral communications, agreements and understandings with respect to the subject matter of this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the documents otherwise referred to in this Agreement, the conflict or inconsistency shall be resolved in the following order of priority, with the first document listed having the highest priority and the last document listed having the lowest priority: the Agreement; the purchase order; any invoice issued by N-able under this Agreement; the Data Processing Addendum; and any other document referred to in this Agreement. In addition, any additional or conflicting terms provided by you, whether in an order, alternative license or otherwise, are invalid and have no effect. 3.1 The Services are provided over the Internet and accessible at a unique URL provided to the Customer. Customer and Authorized Users are solely responsible, at their own expense, for the purchase, installation, maintenance and updating of all Internet connectivity devices, hardware and software necessary to connect to the Services in accordance with this Agreement and the Documentation. Customer shall ensure that all such devices, software and hardware are a currently supported version and are kept up to date with the latest security versions. Engageware reserves the right to modify the existing underlying infrastructure, hardware and software used to provide the Product if it deems the expansion and new technology necessary. Engageware assumes no responsibility for any delay or problem arising from Customer`s third party service providers and/or Customer`s ISP. 3.1 License Restrictions.
Any such prohibited use will immediately terminate your license to the Services and Software. The Services and Software are intended for use only with material in the public domain or under appropriate license from third parties. You are solely responsible for obtaining such a license, and N-able is not responsible for your failure to do so. 9.1 Confidential Information. “Confidential Information” means any information and data, including material, electronic or otherwise, from Engageware or Customer or any of its affiliates, identified as confidential or proprietary at the time of disclosure or that is to be understood as confidential due to the nature of the information or the circumstances of the disclosure. Confidential information includes, but is not limited to, services, products, customer content, business plans, strategies, technology, software, documentation, methods, know-how, technical information, security information, financial information, information about each party`s business, business relationships, and the terms of this Agreement. Confidential information must not include information that: (i) is known to the receiving party before it is received from a source other than a source that is required to maintain confidentiality with the disclosing party; (ii) is brought to the attention of the receiving party (regardless of disclosure by the disclosing party) of a source other than a source that is bound to confidentiality vis-à-vis the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except in the event of a breach of this Agreement; or (iv) is prepared independently by the receiving Party. .