TERMS OF SERVICE
THESE TERMS OF SERVICE (“TERMS”) GOVERNS YOUR ACQUISITION AND USE OF OUR PLACEABLE SERVICES.
BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
These Terms are effective between You and Us as of the date of You accept these Terms.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.
“Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via Placeable customer service or areas of the www.ignitetech.com site or login to the applicable Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services.
“Non-Placeable Applications” means a Web-based or offline software application that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You, or is listed on a Marketplace.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto.
“Services” means the products and services that are ordered by You hereunder, whether pursuant to an Order Form or otherwise (including the Services accessed under a free trial), and made available online by Us, including associated offline components, as described in the Documentation. “Services” exclude Content and Non-Placeable Applications.
“Terms” means the terms and conditions included herein.
“User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means Placeable and its Affiliates.
“You” or “Your” means the company or other legal entity for which you are accepting these Terms.
“Your Data” means electronic data and information submitted by or for You to the Services or collected and processed by or for You using the Services, excluding Content and Non-Placeable Applications.
2. OUR RESPONSIBILITIES
2.1. Provision of Services. We will (a) make the Services and Content available to You pursuant to these Terms and any applicable Order Forms, (b) provide Our standard support for the Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for planned or routine maintenance, or any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Placeable Application, or denial of service attack.
2.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.
2.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
3. USE OF CONTENT AND SERVICES
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form, Services and Content are purchased as subscriptions for Your use only.
3.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. If You exceed a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment) and the Order Form.
3.3 Your Responsibilities. You will (a) be responsible for all Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non-Placeable Applications with which You use Services or Content.
3.4 Usage Restrictions. You, or any third party on Your behalf, will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service.
3.5 Removal of Content and Non-Placeable Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Placeable Application hosted on a Service by You may violate any of Our policies or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Placeable Application or modify the Non-Placeable Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Placeable Application until the potential violation is resolved.
3.6 Use of Third Party Content. Your access and use of the Service is also subject to the Google Acceptable Use Policy found at www.google.com/enterprise/earthmaps/legal/universal_aup.html, Google Maps Terms found at http://maps.google.com/help/terms_maps.html and Google Legal Notices found at http://www.maps.google.com/help/legalnotices_maps.html (collectively, the “Third Party Technology”) as such terms and conditions may be updated from time to time. Your use and access to the Third Party Technology is limited to use and access related to the Service. You shall not download, export or otherwise use Third Party Technology Content in any manner prohibited by terms and conditions in the Third Party Technology. You are responsible for any breach by Your Users of the above-referenced terms and conditions related to the Third Party Technology. You shall defend, indemnify and hold Us harmless for any actual or threatened claims, demands, investigations, and causes of actions by third parties (each a “Claim”) to the extent such Claim is based on or arises from or relates to You or Your Users’ use or access to the Third Party Technology.
4. NON-PLACEABLE PROVIDERS
4.1. Acquisition of Non-Placeable Products and Services. We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Placeable Applications and implementation and other consulting services. Any acquisition by You of such non-Placeable products or services, and any exchange of data between You and any non-Placeable provider, is solely between You and the applicable non-Placeable provider. We do not warrant or support Non-Placeable Applications or other non-Placeable products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form.
4.2. Non-Placeable Applications and Your Data. If You install or enable a Non-Placeable Application for use with a Service, You grant Us permission to allow the provider of that Non-Placeable Application to access Your Data as required for the interoperation of that Non-Placeable Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Placeable Application.
4.3. Integration with Non-Placeable Applications. The Services may contain features designed to interoperate with Non-Placeable Applications. To use such features, You may be required to obtain access to Non-Placeable Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-Placeable Applications. If the provider of a Non-Placeable Application ceases to make the Non-Placeable Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.
5. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1. Fees. You will pay all fees selected by You, agreed upon, or specified in an Order Form. Fees are based on the type of Services selected and the number of locations in the system. Payment obligations are non-cancelable and fees paid are non-refundable.
5.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services You agree upon, or as listed in an Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Subscriptions, Services). Such charges shall begin on the activation date of the Services, and shall be made in advance, on a monthly basis, or in accordance with a different billing frequency stated in an applicable Order Form. If an Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and all invoiced charges are due net thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.3. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is thirty (30) or more days overdue (or ten (10) or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least seven (7) days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending services to You.
5.4. Payment Disputes. We will not exercise Our rights under Section 5.3 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
5.5. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.5, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
5.6. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
6. PROPRIETARY RIGHTS AND LICENSES
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
6.2. License by Us to Use Content. We grant to You a worldwide, limited-term, non-assignable and non-transferable license, under Our applicable intellectual property rights and licenses, to use the Services and Content acquired by You pursuant to Order Forms, subject to those Order Forms, these Terms and the Documentation.
6.3. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit, display, clean, edit and manage Your Data, and any Non-Placeable Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data of any Non-Placeable Application or program code.
6.4. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.
6.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information.
7.2. Protection of Confidential Information. The Receiving Party undertakes to take proper and reasonable measures to ensure confidentiality of the Confidential Information, using the same degree of care that it uses to protect its own proprietary and confidential information of like kind but in no event less than reasonable care. Receiving Party shall not, without the prior written consent of Disclosing Party, (a) use any portion of the Confidential Information for any purpose other than in connection with its rights, duties and obligations under this Agreement and any Order Form (herein referred to as the “Permissible Uses”), (b) disclose any portion of the Confidential Information to any persons or entities other than to Receiving Party’s directors, officers, employees, independent contractors and agents (collectively, “Representatives”) who reasonably need to have access to the Confidential Information for a Permissible Use and are subject to individual obligations to comply with the terms of this Agreement; or (c) otherwise use, directly or indirectly, for Receiving Party’s own account or the account of any other person or entity, any portion of the Confidential Information, or represent, advise, or assist any person or entity in so doing. Receiving Party agrees to inform its Representatives who will receive any Confidential Information of the obligations of Receiving Party under this Agreement. Receiving Party shall be liable for any breach of this Agreement by its Representatives, and agrees to take all reasonable steps, at its sole expense (including, without limitation, proceedings in a court having jurisdiction) to prevent its Representatives from making any disclosure or use of the Confidential Information which is prohibited under the terms of this Agreement.
7.3. Compelled Disclosure. In the event Receiving Party is the subject of any legal action or proceeding or asserted requirement under applicable law or government regulations requesting disclosure of Confidential Information furnished hereunder, Receiving Party shall immediately notify Disclosing Party in writing of such request or demand and the Confidential Information requested so that Disclosing Party may seek an appropriate protective order or take other protective measures. Receiving Party shall, upon the request of Disclosing Party, cooperate with Disclosing Party in contesting such request or demand (at the expense of Disclosing Party).
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2. Our Warranties. We warrant that (a) this Agreement and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services during a subscription term, (c) the Services will perform materially in accordance with the applicable Documentation, (d) subject to Section 4.3 (Integration with Non-Placeable Applications), We will not materially decrease the functionality of the Services during a subscription term, and (e) the Services and Content will not introduce Malicious Code into Your systems.
8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR SYSTEM INTEGRATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE SHALL NOT BE LIABLE TO YOU NOR DEEMED TO BE IN DEFAULT OF THIS AGREEMENT ON ACCOUNT OF ANY DELAYS, ERRORS, MALFUNCTIONS, COMPATIBILITY PROBLEMS OR BREAKDOWNS WITH RESPECT TO THE SUPPLIER SERVICES, UNLESS SUCH DELAY, ERROR, MALFUNCTION OR BREAKDOWN RESULTS SOLELY FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
9. MUTUAL INDEMNIFICATION
9.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 8.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon thirty (30) days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Placeable Application or Your breach of this Agreement.
9.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
9.3. Exclusive Remedy.
This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. PLACEABLE’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL PLACEABLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).
10.2. Exclusion of Consequential and Related Damages. EXCEPT FOR CLAIMS RELATED TO OR ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. TERM AND TERMINATION
11.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions or Services hereunder have expired or have been terminated.
11.2. Term of Subscriptions, Services. The term of each subscription and Services shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the applicable subscription term, unless either party provides the other notice of non-renewal thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least sixty (60) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
11.3. Termination. Placeable may terminate this Agreement for non-payment or any other breach upon written notice to You, or if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4. Payment upon Termination. If this Agreement is terminated in accordance with Section 11.3, You will pay any unpaid fees covering the remainder of any term set forth in any Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11.5. Your Data Portability and Deletion. Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After that 30-day period, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited.
11.6. Surviving Provisions. Sections 5 (Fees and Payment for Services), 6 (Proprietary Rights and Licenses), 7 (Confidentiality), 8.3 (Disclaimers), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Portability and Deletion of Your Data), 12 (Notices, Governing Law and Jurisdiction) and 13 (General Provisions) will survive any termination or expiration of this Agreement.
12. NOTICES, GOVERNING LAW AND JURISDICTION
12.1 Notices. You should direct any notices under this Agreement to Ignite Enterprise Software Solutions, Inc., with an address of 401 Congress Ave., Suite 2650 Austin, TX 78701
12.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be delivered in person or by courier or reputable overnight delivery company, sent by facsimile, or mailed by certified or registered mail, postage prepaid, return receipt requested. If notice is given in person, by courier. overnight deliver or facsimile, it shall be effective upon receipt; and if notice is given by mail, it shall be effective five (5) business days after deposit in the mail. Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
12.3. Agreement to Governing Law and Jurisdiction. Each party expressly agrees to the governing law of the State of Colorado without regard to choice or conflicts of law rules, and to the exclusive venue and jurisdiction of the federal and state courts located in Denver, Colorado to resolve any dispute arising out of this Agreement.
13. GENERAL PROVISIONS
13.1. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
13.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at UCG, 9737 Washingtonian Blvd., Suite 200, Gaithersburg, MD 20878, Attention: General Counsel.
13.3 Entire Agreement and Order of Precedence. These Terms are the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. We may change or amend these Terms in Our sole discretion. If We change these Terms, We will make a new copy available at http://ignitetech.com/terms-service/. Your use of the Services is subject to the most current version of the Terms at the time of such use. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) these Terms, and (3) the Documentation.
13.4. Use of Name. We may, subject to Your prior reasonable consent, publicize the relationship between You and Us established by these Terms which may include issuing a press release or including Your logo on Our website or other collateral marketing material. All media releases, public announcements, and public disclosures by either party relating to these Terms or the subject matter hereof will be submitted to the other party for review prior to any release, other than We may identify You as a customer to existing and future customers and on Our web site.
13.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, We may assign these Terms in its entirety (including all Order Forms), without Your consent to Our Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.7. Third-Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. With the exception of Our Affiliates, there are no other third-party beneficiaries under this Agreement.
13.8. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.9. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.
13.10. Attorneys Fees. You will pay on demand all of Our reasonable attorneys’ fees and other costs and expenses incurred by Us to collect any fees or charges due Us under this Agreement, or arising in connection with Your breach of this Agreement.