This Software as a Service Terms of Service Agreement (the “Agreement”) is entered into between Xenocom Corp d/b/a eCourtDate.com, a Florida Corporation with its principal place of business located at 509 Chickasaw Trl. #295, Orlando, FL 32825 (the “Company”) and the Customer, as described in the Service Plan, incorporated by reference herein, and will be effective from the date specified on the Service Plan (the “Effective Date”). (Company and Customer may be referred to singularly as a “Party” or collectively as the “Parties.”)
Authorized Users means the number of identifiable unique persons consisting of Customer’s personnel and outside consultants who are authorized to access and use the Services, as specified in the applicable Service Plan. Authorized Users may include Customer’s third-party consultants, outsourcers, contractors, and other service providers.
End Users means the defendants, indemnitors, and any additional contacts added by the Authorized Users and contained in Customer Data who are notified by the software.
Customer Data means the Customer’s information or other data processed, stored, or transmitted by, in, or through the Services, including, but not limited to, personal information relating to the Customer’s personnel, End Users, and prospective End Users.
Portal means the Company’s web-based application including the Technology.
Proprietary Rights means any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property.
Service Plan means a form, incorporating the terms of this Agreement, by which a Customer selects and commences Services. A Service Plan can be either in written form, specified as a “Service Plan”, or as an electronic form the Customer configures through the Portal.
Services means the service plans and features selected by the Customer and specified on the applicable Service Plan and any updates or upgrades to such services that may be generally released by the Company to all customers from time to time. These Services may change by mutual consent of the Parties, as recorded through the Service Plan.
Technology means the computer hardware, software, and other tangible equipment and intangible computer code necessary to deploy and serve the Services via the Portal.
Services Portal The Portal is a platform that allows the Customer to notify End Users of upcoming court dates and other legal events.
Payment for Services Customer shall pay to the Company the periodic subscription fees and per-reminder fees for the Services and technical support services provided in this Agreement in accordance with the applicable Service Plan.
Subscription Cancellation If the Company is unable to charge a Customer using the form of payment indicated on the Service Plan, the Company may give the Customer thirty (30) days to make the account current or update the form of payment. If after this 30-day period, the account is still in arrears, the Company may terminate this Agreement and access to the Services, immediately and without further notice to the Customer.
No Refunds If access to the Portal is cancelled or terminated, the Customer is not entitled to any proration or refund of any fees paid.
Taxes All fees exclude tax and duties. If the Company is required to pay or collect any federal, state, local, value added, tax, or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on the Company’s net income, such taxes and/or duties will be billed to and paid by the Customer immediately upon receipt of the Company’s invoice and supporting documentation for the taxes or duties charged.
Content Ownership The Parties acknowledge that all Customer Data used with the Services and all the data derived from such Customer Data is and will remain the property of the Customer. Despite any other provision of this Agreement, the Company retains the right to anonymize the Customer Data and use it for analytics and insights.
Use of Data is at the Customer’s Risk. The Company shall have no responsibility for the accuracy, quality, integrity, legality, reliability, or appropriateness of any Company-supplied data or Customer Data including, but not limited to, End User supplied content (collectively, “Data”). The Customer acknowledges that use of any Data generated, obtained, or acquired through the use of the Services is at the Customer’s sole risk and discretion. The Company is not liable or responsible for any notifications generated using the Data. THE CUSTOMER UNDERSTANDS AND AGREES THAT IT IS USING THE SERVICES/PORTAL AT ITS OWN RISK. THE CUSTOMER ASSUMES ALL RISKS AND RESPONSIBILITY FOR ITS USE OF THE SERVICES AND UNDERSTANDS THAT THE DATA IS STORED AT THE CUSTOMER’S OWN RISK.
Customer covenants and agrees that its use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations, including trade secret, copyright, trademark, and export control laws. Without limiting the generality of the foregoing, Customer shall not, nor shall it permit or assist others, (i) to abuse or fraudulently use the Services; (ii) to process or permit to be processed the data of any third party that is not expressly authorized herein to access and use such Services; and (iii) to attempt to copy, reverse engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of the Technology; or (iv) to access, alter, or destroy any information of any customer of the Company by fraudulent means or device, or attempt to do so.
Customer covenants and agrees that it has the right to use the End User’s personal information for purposes of these services.
Customer covenants and agrees to inform End Users that the Services are provided only as a convenience and there is no guarantee that notifications will be timely or that they will be transmitted at all.
Not for Emergency Use The Customer shall not use the Services for medical emergencies or other mission critical applications. The Customer shall instruct End Users to call 911 or other first responders in case of serious emergencies. THE COMPANY IS NOT LIABLE FOR ANY FAILURES OR COMMUNICATIONS OR RESPONSE ISSUES.
The Customer will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of its link to the Internet. As part of the Services, the Company shall implement reasonable security procedures consistent with the prevailing industry standard to protect Customer Data from unauthorized access (the “Security Standard”). The Company will not, any under circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to the Company at the time. The Company will promptly report to the Customer any unauthorized access to Customer Data promptly upon discovery by the Company and the Company shall use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such Customer Data is required, the Customer shall be solely responsible for any and all such notifications, at its expense.
The Company will permit access to the Services only over the Internet using account information assigned by the Company. Account information will be deemed the Confidential Information of both Parties.
Capacities The Services will be rendered in a manner that will support the Authorized User requirements and other requirements provided in the applicable Service Plan.
Scalability The Services will be scalable in a manner that allows the Services to meet any forecasted increase provided in the applicable Service Plan.
Internet Data Centers The Services will be provided through Internet Data Centers that are configured consistent with the prevailing industry standards for fireproofing, power and backup generation, structural integrity, seismic resistance and resistance to other natural and man-made disruptions. In addition, the facility will be secured against physical and electronic intrusion in a manner consistent with prevailing industry standards. The Company retains the right to outsource its Internet Data Center operations to subcontractors.
Monitoring of Customer’s and End User’s Use The Company reserves the right but but not the obligation to monitor notifications by the Customer or to exercise editorial control over such messages to End Users. The Company reserves the right to edit any notification templates to comply with regulations and laws including, but not limited to, regulations and laws of the FTC and other regulatory authorities.
Confidential Information For purposes of this Agreement, “Confidential Information” means Customer Data and non-public aspects of Customer technology, computer programs, and business and technical information and data. In addition, Confidential Information includes information which, although not related to the Services or this Agreement, is nevertheless disclosed hereunder, and which, in any case, is disclosed by the Customer to the Company and which Customer has indicated to Company is confidential or proprietary in nature.
Restrictions on Use and Disclosure Company may use Confidential Information of the Customer only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but, in any case, using no less that a reasonable degree of care. The Customer may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure.
Exclusions The restrictions of this Agreement on use and disclosure of Confidential Information will not apply to information that: (i) is in the possession or control of the Company at the time of its disclosure hereunder; (ii) is, or becomes, publicly known, through no wrongful act of the Company; (iii) is received by the Company by a third party free to disclose it without obligation to the Customer; (iv) is independently developed by a party as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by the Customer. The Company may disclose Confidential Information of the Customer or End User pursuant to the requirements of a governmental agency or by operation of law.
Purchase of Additional Services Customer may elect to purchase rights for additional Authorized Users, additional reminder messages, and/or additional services by Service Plan from time to time. Such additional purchases will be governed by the terms and conditions in this Agreement. The Customer agrees that, absent the Company’s express written acceptance thereof, the terms and conditions contained in any Service Plan or other document issued by the Customer to the Company for the additional purchases, will not be binding on the Company if such terms and conditions are additional to or inconsistent with those contained in this Agreement.
Technical Support, Training, and Consulting Services During the term of this Agreement, the Company will provide technical support in the form of responses to questions by e-mail at no additional charge. The support time typically will be 9:00AM - 6:00PM EST/EDT Monday – Friday. A Service Level Agreement (“SLA”) may be negotiated between the Parties for increased support levels.
Technical Contacts Customer shall designate one or more of its employees as its principal contacts for communicating with the Company regarding technical issues. Customer may change its technical contacts by written notice to the Company.
Proprietary Rights Ownership Ownership of the Proprietary Rights embodied in the Portal, Services, and the Technology will remain exclusively vested in and be the sole and exclusive property of the Company and its licensors. In addition, the Customer hereby transfers and assigns to the Company, any rights the Customer may have to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Customer relating to the Services. The eCourtDate.com domain name, product names, and logos associated with the Services are trademarks of the Company or third parties, and no right or license is granted to use them.
The Customer represents and warrants that the performance of its obligations and use of the Services (by Customers and its Authorized Users) will not violate any applicable laws or regulations.
The Customer acknowledges that (i) the Company is not required to monitor the content of information passing through the Services for purposes of verifying accuracy or legal compliance and (ii) the Customer shall use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.
The Customer represents and warrants that (i) it has the authority and right to transmit Customer Data (including End User’s personal information) to the Company; and (ii) the use of Customer Data under this Agreement will not infringe the intellectual property rights or other proprietary rights of any third party. The Customer covenants that it will only supply the Company with data that the Customer has the right to supply. The Customer also covenants that it will not attempt to transmit any confidential or privileged messages to the End Users via the Portal.
In the event of breach by the Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, the Company will have the right to suspend immediately any Services if the Company deems it reasonably necessary to prevent any harm to the Company and its business. The Company shall provide notice to the Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, the Company shall promptly restore the Services.
Indemnification by the Customer The Customer shall fully indemnify, hold harmless, and defend the Company and its directors, officers, employees, agents, stockholder, and affiliates from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, cost and expenses (including, without limitation, reasonable attorneys’ fees and costs) whether or not involving a third-party claim, which arise out of, or relate to or result from (i) any breach of any representation or warranty of the Customer contained in this Agreement; (ii) any breach of any covenant or other obligation or duty of the Customer under this Agreement in each case whether or not caused by the negligence of the Company or whether or not the relevant claim has merit; or (iii) delay or failure of notification of the End User due to: (a) the negligence of the End User including, but not limited to, the End User’s device being turned off or not kept in proper working order, (b) the negligence of the Customer including, but not limited to, clerical errors, or (c) interruption of service by the mobile carrier or internet provider.
Company Representations and Warranties The Company represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations under this Agreement, and (ii) the performance of its obligations and delivery of the Services to the Customer will not violate any applicable laws or regulations of the United States or cause a breach of any agreements between the Company and any third parties. In the event of a breach by the Company of the foregoing warranties, the Customer’s sole remedy is termination of this Agreement upon written notice to the Company.
Limited Warranty The Company represents and warrants that the Services will: (i) conform to all material operational features as described in the applicable Service Plan and (ii) be free of errors and defects that materially affect the performance of such features (“Limited Warranty”), provided that the Customer notifies the Company of any such non-conformity, error, or defect. The Customer’s sole and exclusive remedy for breach of this Limited Warranty will be the prompt correction of material, non-conforming Services at the Company’s expense.
Warranty Disclaimers EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, NEITHER THE COMPANY NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THE COMPANY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY INCLUDING BUT NOT LIMITED TO CLERICAL ERRORS OR ERRORS IN TRANSLATION. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES SO THE ABOVE LIMITATION MAY NOT APPLY. THE CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE SERVICE AND THAT THE CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THIS AGREEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR THE PORTAL WILL OPERATE IN COMBINATIONS WHICH THE CUSTOMER MAY SELECT FOR USE, OR THAT THE OPERATION OF THE SERVICES OR PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS NO CONTROL OVER THE INTERNET, AND THAT THE COMPANY IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES.
Disclaimer of Actions of Third Parties The Company does not and cannot control the flow of data to or from the Company’s Technology and other parts of the Internet. Such flow of data depends on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections of the Internet (or portions thereof). Although the Company will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Company cannot guarantee that such events will not occur. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY INCLUDING THE DELAY OR FAILURE OF NOTIFICATION OF THE END USER RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES, SOFTWARE COMPONENTS, OPERATING SYSTEMS, OR DATA CENTERS PROVIDED OR CONTROLLED BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO APPLE AND ANDROID, WHICH ARE NOT THE COMPANY’S SUBCONTRACTORS.
Intellectual Property Indemnity Except for third-party software including, but not limited to, open source software, the Company shall indemnify, defend, and hold harmless the Customer from and against any lawsuit, liabilities, loss, cost, or expense arising out of a third-party claim made against the Customer that the Technology or Services infringe on any U.S. intellectual property right of a third party; provided, however, that the Company is notified in writing of such claim promptly after such claim is made upon the Customer. The Company will have the right to control any defense of the claim. In no event shall the Customer settle any such claim without the Company’s prior written approval. The Company will have no liability or obligation if the claim arises from (i) any alteration or modification to the Technology or Services other than by the Company, (ii) any combination of the Technology or Services by the Customer with other programs or data not furnished by the Company, or (iii) any use by the Customer of the Technology or Services that is prohibited by this Agreement or otherwise outside the scope of use for which the Technology or Services are intended.
Options for Infringement Claims If any party is enjoined from using the Technology, or if the Company believes that the Technology may become the subject of a claim of intellectual property infringement, the Company, at its option and expense, may: (i) procure the right for the Customer to continue to use the Services; (ii) replace or modify the Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Service Plan; or (iii) terminate this Agreement, in which case the Company shall refund to the Customer any and fees paid in advance by the Customer for those Services not provided by the Company and provide, at the Customer’s request and free of charge, the Customer Data in a database document format. This Section and the preceding Section set forth the entire liability of the Company to the Customer for any infringement by the Technology or Services of any intellectual property of a third party. Despite the foregoing, this Section does not apply to third-party software including, but not limited to, open source software.
Disclaimer of Incidental and Consequential Damages EXCEPT FOR INDEMNITY OBLIGATIONS EXPRESSLY PROVIDED HEREIN AND ANY VIOLATION OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CUSTOMER UNDER ANY THEORY, INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
Liability Cap Except for the Company’s indemnity expressly provided for by this Agreement and the Company’s confidentiality obligations, in no event will the Company’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, exceed one (1) month of a subscription fee.
Term of Agreement The initial term of this Agreement will commence as of the Effective Date and will continue for a period of one (1) year. The initial term will automatically renew for successive one (1) year terms unless either Party notifies the other in writing, not less than thirty (30) days prior to the expiration of the current term, of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided for by this Agreement. Either Party may choose not to renew this Agreement without cause for any reason.
Term of Service Plan Any Service Plan created under this Agreement will commence immediately upon execution by both Parties and will continue thereafter as provided in the Service Plan; provided, however, that despite any other provision of this Agreement or in any Service Plan, all existing Service Plans will also terminate upon the expiration or termination of this Agreement.
Automatic Termination Unless the Company promptly upon discovery of the relevant facts notifies the Customer to the contrary, in writing, this Agreement and all Service Plans will terminate immediately, without notice, upon the institution of insolvency, bankruptcy, or similar proceedings by or against the Company, any assignment or attempted assignment by the Company for the benefit of creditors, or any appointment, or application for such appointment, or a receiver for the Company.
Termination for Cause If either Party fails to comply with any of the material terms and conditions of this Agreement or Service Plan including, but not limited to, the payment of any subscription fee or reimbursement due and payable to the Company under this Agreement, the non-defaulting Party may terminate this Agreement and/or all Service Plans upon thirty (30) days’ written notice to the defaulting Party specifying any such breach, unless within the period of such notice, all breaches specified have been remedied.
Effect of Termination Upon any termination of this Agreement, the Customer will be denied access to the Portal. Termination will not relieve the Customer of its obligation to pay any undisputed fees accrued or payable to the Company prior to the effective date of termination. Under no circumstances will the Company refund any fees already paid by the Customer.
Termination by the Company for End of Life The Company intends to continue to provide and support the Services for as long as the Customer renews in accordance with the applicable Service Plan; provided, however, if the Company determines, in its sole discretion, that it is no longer feasible to support the Services, the Company may terminate this Agreement for end-of-life at any time by providing thirty (30) days’ written notice to the Customer. In the event of such termination, the Company shall reimburse, on a prorated basis, any subscription fees paid by the Customer.
Transition Services If the Customer is current in all payments due to the Company at the time of expiration or termination of this Agreement, the Company shall provide to the Customer its Customer Data in a standard database document format readily available to the Company at no additional charge. If the Customer requests the Customer Data in a non-standard format, the Customer shall pay the Company a reasonable fee for technical services as determined by the Company.
Designed for Use Only Within Legal Jurisdictions Access to this Software from locations where its use or contents are illegal is not authorized. The Customer acknowledges and agrees that its access and use of the Services is of its own volition and it is responsible for compliance with local law.
User Suggestions to Company The Company welcomes the Customer’s feedback with regard to the Portal and the Services. However, the Company will not accept any creative ideas, suggestions, inventions, or materials other than those the Company has specifically requested (“Suggestions”). Any Suggestions will automatically become the property of the Company. None of the Suggestions will be subject to any obligation of confidentiality and the Company shall not be liable for its disclosure or use. The Company will have exclusive ownership of all now known or later discovered rights to the Suggestions and will be entitled to unrestricted use of the Suggestions for any purpose whatsoever, commercial or otherwise, without compensation to the Customer.
Publicity The Customer agrees that the Company may use the Customer’s name, URL, and logo on its Portal and in its customer and partner lists for corporate and financial presentations.
Severability If any part of this Agreement is held to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provisions would make the provision valid, then such provision will be deemed to be construed as so limited.
Entire Agreement This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Parties.
Governing Law This Agreement and the rights and obligations of the Parties under it are governed by and interpreted in accordance with the laws of the State of Florida without regard to principles of conflicts of law.
Dispute Resolution Except for actions to protect Proprietary Rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach of this Agreement will be submitted to and finally decided by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There will be one arbitrator, and the arbitrator will be chosen by mutual agreement of the Parties in accordance with AAA rules. The arbitration will take place in Orlando,Florida. The arbitrator will apply the laws of the State of Florida to all issues in dispute. The findings of the arbitrator will be final and binding on the Parties and may be entered in any court of competent jurisdiction for enforcement. Legal fees will be awarded to the prevailing Party in the arbitration.
Venue and Jurisdiction The Parties are required by the terms of this Agreement to resolve claims through binding arbitration. Nonetheless, if suit is to be entered, the Parties agree to jurisdiction in Florida’s Ninth Judicial Circuit sitting in Orlando, Florida, and/or the Orange County Court as appropriate. Similarly, if jurisdiction lies in the Federal Court, the complaint will be filed in the United States District Court for the Middle District of Florida. Each Party waives the right to institute or maintain any suit, action, or proceeding in any other court or forum. Each Party, by executing this Agreement, consents and submits to the personal jurisdiction of such Court.
Attorneys’ Fees In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing Party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorneys’ fees to be paid to the prevailing party will be decided by the court or courts, including any appellate court, in which the matter is tried, heard, or decided.
Notices Any notices required or permitted to be given under this Agreement will be given in writing and will be delivered (i) in person, (ii) by certified mail, postage prepaid, return receipt requested, or (iii) by commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices will be addressed to the address of the Party as specified in this Agreement or to such other address as the Party may specify in writing.
Assignment and Successors Neither Party may assign this Agreement of any of its rights or obligations hereunder without the other’s express written consent, except that either Party may assign its rights and obligations in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets relating to this Agreement. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the Parties.
Continuing Obligations The following obligations will survive the expiration of termination of this Agreement and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability, and indemnities granted by either Party, (ii) any covenant granted in this Agreement for the purpose of determining ownership of, or protecting, the Proprietary Rights including, but not limited to, the Confidential Information of either Party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money to the Company owed under this Agreement.
Force Majeure Neither Party shall be liable for damages or any delay or failure of delivery arising out of causes beyond its reasonable control and without its fault or negligence including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Despite any other provision of this Agreement, if either Party is unable to perform under this Agreement for a period of thirty (30) consecutive days, the other Party may terminate this Agreement immediately, without liability, by ten (10) days’ written notice to the other.
U.S. Government End-Users The Technology and the Company software incorporated therein, this Portal, and the Services all consist of “commercial items,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users of this Portal acquire only those rights set forth therein.
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