Terms & Conditions
1. License, Purpose and Payment. Authority agrees to provide Client with revocable licenses to the Authority products listed on the executed Service Order executed entered into by the parties as of the Effective Date (“Addendum A”) and incorporated by reference herein, for the number of Licenses, purpose and payment terms specified in such Service Order.
2. Use. Client agrees not to (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Licenses available to any unaffiliated third party in any way; or (ii) modify, attempt to “reverse engineer” or make derivative works based upon the Licenses.
3. Suspension of Services. Authority may disable Client’s access to the Licenses for non-payment of invoices due upon thirty (30) days written notice. Upon Client’s full payment of all outstanding balances, Authority will resume Client’s access to the Licenses.
4. Term and Termination. This Agreement will be effective for a period of one year beginning on the date on which it is executed and will automatically renew each year thereafter. The initial term and any renewal terms shall be the “Term.” This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of any provision of this Agreement by the other party, unless during the thirty (30) day period the breaching party cures such breach. Notwithstanding the foregoing, the 30-day notice period shall not apply if Client is engaged in unlawful activities. Upon termination or expiration of this Agreement, Authority will promptly deliver to Client, and cause any of Authority’s employees, agents and subcontractors to deliver to Client, originals and copies of all materials, property, documents, data and other information developed or created in connection with the performance of the services, belonging to Client or pertaining to any Confidential Information (as defined below), if any. To the extent that Authority has been furnished with access to Client’s computer or telecommunications networks, systems or databases (“Systems”) in connection with the services, upon termination or expiration of this Agreement, Authority shall immediately discontinue any and all use of the Systems and immediately return (and not retain in any form) any and all materials, property, documents, data or other information which facilitated or otherwise enabled Authority’s access to the System.
5. Data Use & Retention. During the normal delivery of services, Authority may collect and store on its systems certain information and script data only that has been provided or collected by the Client (“Data”). During the Term, Client authorizes Authority to store Data on its internal systems and to use and copy Data for the purpose of providing the Licenses and related services to Client in accordance with this Agreement. Client agrees that Authority may not use any Data either during the Term or following the expiration or termination of this Agreement for any purpose not related to providing services to Client.
6. Technical Support. Authority’s Technical Support Services are provided to Client as part of its monthly license fee. Authority’s Technical Support will be available to accept and respond to problem calls from Client between the hours of 8:00 am and 10:00 pm Eastern time, excluding U.S. national holidays. Technical support requests received outside of such hours should be made by email to email@example.com. Requests made to this email address will be responded to within 24 hours. Issues that do not immediately disrupt use of the Licenses as designed, within the production environment, will be addressed within 72 hours.
7. System Availability. Except for downtime where the parties have previously agreed upon for maintenance or upgrade purposes, Authority warrants 99.5% system availability. For any previously unscheduled down time as defined in this clause exceeding a period of 24 hours, Authority will provide to client a credit equal to one day of service for each day that Client is unable to access the system. In order to receive a credit, Customer must submit written notice of such downtime within 36 hours of service interruption.
8. Representations and Warranties. Each party represents and warrants to the other party that (i) it has the power and authority to enter into and perform all obligations under this Agreement and any applicable Addendums and (ii) it will comply with all applicable laws in its performance of its obligations under this Agreement. All services and technologies provided herein shall conform to applicable industry standards for services of this kind and free from infringement on the intellectual property rights of others.
9. Confidential Information. During the Term, the parties may disclose proprietary and confidential business information to one another regarding their organizations and respective business operations (“confidential information”). The parties must hold such confidential information in strict confidence and not disclose to any other party (other than as required by law) without the prior approval of the owner of the proprietary and confidential information. The parties must take reasonable measures to avoid disclosure of such confidential information, which shall not be less than the standard used by the Parties in protecting their own business information.
10. Indemnification. Authority agrees to indemnify, hold harmless and defend Client, its parents, shareholders, affiliates, directors, officers, employees and agents from and against any action, claim, losses, damages, costs and expenses (“Losses”) to the extent based on infringement of any patent, copyright, trademark, trade secret or other third party intellectual property right or contractual right based on any services, software, or deliverable furnished by Authority to Client pursuant to the terms of this Agreement or the use thereof by Client.
11. Limitation of Liability. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR AGREED UPON PERFORMANCE UNDER THIS AGREEMENT OR OBLIGATIONS TO INDEMNIFY THE OTHER PARTY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOSS, DAMAGE OR LIABILITY RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) INABILITY TO ACCESS THE LICENSES; (C) PERFORMANCE RELATED DELAYS; (D) COMPUTER VIRUSES; (E) LOSS OF BUSINESS DUE TO INOPERABILITY OR PERFORMANCE OF THE LICENSE; (F) NON-DELIVERY OR MIS-DELIVERY OF COMMUNICATIONS; (G) THE NEGLIGENT ACTS OF OTHER AUTHORITY CLIENTS; AND (H) ANY DEFECTS, FAILURES, ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION DELIVERED BY OR PROVIDED FOR DELIVERY BY THE AUTHORITY SERVICE. EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER THIS AGREEMENT OR OBLIGATIONS TO INDEMNIFY THE OTHER PARTY IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEES PAID BY CLIENT TO AUTHORITY IN THE THREE (3) YEAR PERIOD PRIOR TO THE DATE OF THE EVENT THAT GAVE RISE TO THE LIABILITY.
12. Ownership of Materials and Rights. Authority is providing Licenses that are proprietary to Authority and are protected by intellectual property laws and international intellectual property treaties. Except for the revocable term Licenses and right to use the service granted by Authority to Client in this Agreement, nothing in this Agreement shall convey, transfer or assign any right, title or interest in any party’s Proprietary Materials to the other party. As such, each party retains exclusive ownership of its Proprietary Materials in existence as of the Effective Date or derivative works developed by it related to such materials during the Term. For purposes of this Agreement, “Proprietary Materials” means all patents, copyrights, design rights, trademarks, service marks, trade secrets and other worldwide intellectual property or proprietary rights owned by a party during the Term, and the software, schematics, diagrams, information, and other tangible embodiments, if any, relating thereto. All rights not granted by Authority herein are expressly reserved.
13. Applicable Law. This Agreement shall be governed by the laws of the State of Florida and the United States without reference to conflicts of laws.
14. Amendments. No amendment of this Agreement will be binding unless it has been agreed to in writing by both parties.
15. Assignment. Neither party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of Authority except to an affiliated company. Notwithstanding the foregoing, a corporate reorganization of Client, including a merger, acquisition, or the sale of substantially all of Client’s assets, or change of control of Client shall not be deemed to be an assignment for the purposes of this section. Any attempted assignment without such prior written consent shall be void.
16. Notices. All notices shall be delivered to Authority via mail or courier to its then current address and by email (firstname.lastname@example.org), and to Client at its then current street and email address as provided by Client to Authority in connection with Client’s registration process (or as thereafter updated or revised in a writing delivered by Client to Authority).
17. Entire Agreement. The parties agree that this Agreement, including Addendums, comprises the entire understanding between Client and Authority and supersedes any prior agreements or correspondence between the parties with respect to the subject matter of this Agreement.