Terms Of Use

 

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

These Terms of Service (the “Agreement”) is entered into by and between AITHENTIC, Inc., a Delaware corporation (“AITHENTIC” or “Provider”) and the person or entity placing an order for or accessing the Service (“Customer” or “you”).

Aithentic reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: https://AITHENTIC.com/terms_of_service.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

Violation of any of the terms below will result in the termination of your Account. While AITHENTIC prohibits such conduct and Content on the Service, you understand and agree that AITHENTIC cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

In consideration of the terms and conditions set forth below, the parties agree as follows:

  1. Provision of Service.  AITHENTIC will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable service order, and the Documentation, and provide such Services in accordance with this Agreement, including the Privacy Notice, and laws and government regulations applicable to AITHENTIC’s business, during each Subscription Term.  During the Subscription Term, AITHENTIC grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of assets included in the Service Plan or otherwise noted in the service order, including the right to download, install and use the Mobile Apps in connection with the authorized use of the Services.
  1. Responsibilities of Customer
    1. Customer Account.  Customer may need to register for an Account to place orders or access or receive the Services. You must be 18 years or older to use this Service. You must be a human. Accounts registered by “bots” or other automated methods are not permitted. You must provide your legal full name, a valid business email address, and any other information requested in order to complete the signup process. Customer agrees to keep its Account information current, accurate and complete so that AITHENTIC may send notices, statements, and other information to Customer via email. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify AITHENTIC promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. AITHENTIC and its Affiliates will not be liable for any damage or loss that may result from Customer’s breach of the foregoing obligations.
    2. Use Restrictions.  Customer agrees not to use the AITHENTIC Technology (as defined below) to: (i) process data on behalf of any third party other than Customer’s Users and End Users, unless you are a known partner of customer and have signed a SmartShare Agreement (“SSA”) to support customer’s technology assets; (ii) send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages in violation of spamming or other laws; (iii) use the Service or AITHENTIC Technology in violation of applicable law (iv) store or transmit any content that infringes upon any third party’s intellectual property rights; (v) interfere with or disrupt the integrity or performance of the Services and their components; (vi) post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (vii) post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (viii) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law.

In addition,  Customer will not: (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the AITHENTIC Technology available to any third party other than Users, End Users and to partners with valid and signed SSA, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (x) modify, adapt, or hack the AITHENTIC Technology or otherwise gain or attempt to gain unauthorized access to the AITHENTIC Technology, its related systems or networks; (xi) falsely imply any sponsorship or association with AITHENTIC; (xii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of AITHENTIC Technology.

  1. Customer Data
    1. Use of Customer Data.  As between the parties, Customer and its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the AITHENTIC Technology. Subject to the terms of this Agreement, Customer hereby grants to AITHENTIC and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services, Software, Mobile Apps, and perform all related obligations owed to Customer under this Agreement, or as may be required by law.  Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to AITHENTIC under this Agreement.
    2. Data Security.  AITHENTIC will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. AITHENTIC measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that AITHENTIC and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the Privacy Notice.
  1. Intellectual Property
    1. Ownership Rights.  Customer Data is Customer’s Confidential Information under this Agreement.  Customer and its licensors retain all right, title, and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and AITHENTIC obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice.  AITHENTIC and its licensors retain all right, title, and interest in and to AITHENTIC Technology. Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services. AITHENTIC may freely use and incorporate into AITHENTIC’ products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users, End Users or authorized partners with which customers have a signed SSA, relating to AITHENTIC products or services.
    2. Usage Data.  Usage Data includes but is not limited to query logs, and any data (other than Customer Data) relating to the operation, support, and/or about Customer’s use of the Services, Software, AITHENTIC’s websites, APIs, or the AITHENTIC marketplace (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, AITHENTIC may collect and use Usage Data to develop, improve, support, and operate its products and services.  AITHENTIC may share Usage Data that includes Customer’s Confidential Information with third parties to the extent necessary to provide the Service and in accordance with Section 8 (Confidentiality) of this Agreement. AITHENTIC may also utilize Customer Data for its internal business purposes only to the extent such Customer Data has been aggregated and anonymized such that Customer and Customer’s Users and End Users cannot be identified. Customer may request that Customer Data be excluded for such purposes by submitting such an email request to support@aithentic. com.
    3. Updates.  AITHENTIC may update the Services and Software from time to time and Customer may receive notifications of Updates. Any Updates to the Services and Software are subject to this Agreement. Customer agrees that its purchase of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by AITHENTIC with respect to future functionality or features.
  1. Fees and Payment
    1. Fees and Payment.  All charges associated with Customer’s Account (“Fees”) are set forth in the applicable Service Order or Website. For credit card payments, the payment is due immediately upon receipt of invoice. Customer hereby authorizes AITHENTIC or our authorized agents, as applicable, to bill your credit card upon subscription to the Service(s) (and any renewal thereof). For payments through other accepted methods, payment is and are due and payable in full within thirty (30) days from the invoice date or as stated in the applicable Service Order. Payment obligations are non-cancelable, regardless of utilization by the Customer and except as expressly permitted in this Agreement, Fees paid are non-refundable. Customer will pay the Fees through an accepted payment method as specified in the applicable Service Order or Website. Unless otherwise set forth in the Service Order, Customer’s subscription to the Services will renew automatically for a Subscription Term in accordance with the renewal terms and conditions.
    2. Late Payments.  If undisputed Fees are more than thirty (30) days overdue, then, following written notification from AITHENTIC, AITHENTIC may suspend Customer’s access to the AITHENTIC Technology, including, without limitation, Customer’s Account, until such unpaid Fees are paid in full.
    3. Payment Disputes.  AITHENTIC will not exercise its rights with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

 

  1. Term and Termination
    1. Term.  This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant Service Order (or, for online Customers, the date of sign up on the Website) and continue for the Subscription Term specified therein.
    2. Renewal.  Unless a party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term. AITHENTIC reserves the right to increase the Fees at the beginning of each Subscription Term. Any Fees for a renewed Subscription Term are due upon the date of renewal.
    3. Termination for Cause.  Either party may terminate this Agreement by written notice to the other party if (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency or liquidation.
    4. Free Trial Customers.  Upon the expiration of Customer’s free trial, AITHENTC may immediately suspend Customer’s access to the Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement AITHENTIC will have no obligation to maintain, store or otherwise retain Customer Data beyond the end of the free trial period.
  1. Data Export and Retention.  Upon termination or expiration of this Agreement or any Service Order for any reason, Customer’s access to the Services, Software and other AITHENTIC Technology will terminate.  AITHENTIC strongly recommends that Customer export all Customer Data before Customer closes Customer’s Account. AITHENTIC will make Customer Data available for export for fourteen (14) days from the effective date of termination of the Agreement. Customer Data cannot be recovered once it is deleted.
  1. Confidentiality.  Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information.  The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing.  If the receiving party is required by law or court order to disclose Confidential Information of the disclosing party, then the receiving party will, to the extent legally permitted, provide the disclosing party with advance written notification, and cooperate in any effort to obtain confidential treatment of the Confidential Information.  The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
  1. Warranties and Disclaimer of Warranties
    1. Service Warranty.  AITHENTIC warrants that the Services or Software will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty, AITHENTIC will use diligent efforts to correct the Services or Software so the foregoing warranty is met, and if AITHENTIC is unable to make such corrections in a timely manner, either party may terminate the applicable Service Order, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Services or Software purchased thereunder. This warranty will not apply if the error or non-conformance was caused by Customer’s breach of this Agreement or Customer’s or its Users’ misuse of the Services or Software modifications to the Services or Software by anyone other than AITHENTIC or its representatives, or third-party hardware, software, or services used in connection with the Services or Software.
    2. Malware Warranty.  AITHENTIC warrants that the Services hosted by AITHENTIC will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of AITHENTIC or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices or similar destructive or harmful code or code that self-replicates.
    3. Warranty Disclaimer.  Except as expressly set forth in this agreement, neither party makes any other warranties, express or implied statutory or otherwise and all such warranties are hereby disclaimed including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement.
  1. Limitation of Liability
    1. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
    2. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO AITHENTIC IN THE TWELVE MONTHS PRECEDING THE CLAIM (“THE GENERAL LIABILITY CAP”).
    3. IN THE CASE OF IP CLAIMS AND DATA CLAIMS, AITHENTIC AND ITS AFFILIATES’ TOTAL LIABILITY TO THE CUSTOMER AND ITS AFFILIATES FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”).
    4. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPERCAP.  SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP.
    5. THE PARTIES AGREE THAT THIS SECTION 10 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SERVICE ORDER.
  1. Indemnification
    1. Indemnification by AITHENTIC.  AITHENTIC will defend Customer and  its Affiliates, from any third party claim alleging that Customer’s use of the AITHENTIC Technology as contemplated hereunder infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer and its Affiliates from and against any damages and costs awarded against Customer or its Affiliates, or agreed in settlement by AITHENTIC (including reasonable attorneys’ fees) resulting from such IP Claim. AITHENTIC will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the AITHENTIC Technology by Customer, its Affiliates or Users; (ii) modification of the AITHENTIC Technology by anyone other than AITHENTIC or its representatives; or (iii) the combination, operation, or use of the AITHENTIC Technology with other data, hardware or software not provided by AITHENTIC. If Customer’s use of the AITHENTIC Technology results (or in AITHENTIC’ opinion is likely to result) in an IP Claim, AITHENTIC may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonably as determined by AITHENTIC, then either Customer or AITHENTIC may terminate Customer’s subscription to the Service, whereupon AITHENTIC will refund Customer, on a pro-rated basis, any Fees Customer has previously paid AITHENTIC for the corresponding unused portion.  The sections above state AITHENTIC’ entire liability and Customer’s exclusive remedy with respect to an IP Claim.
    2. Indemnification by Customer.  Customer will defend AITHENTIC and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless  AITHENTIC and its Affiliates from and against any damages and costs awarded against AITHENTIC and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, or (ii) Customer’s or its Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.
    3. Indemnification Procedures.  In the event of a potential indemnity obligation under this Section 11, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense, and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 11 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.
  1. Miscellaneous.
    1. Use of Third Parties for Payment Processing.  AITHENTIC may use a third-party service provider to manage payment processing provided that such service provider is not permitted to store, retain, or use Customer’s payment account information except to process Customer’s payment information for AITHENTIC. Customer must notify AITHENTIC of any change in Customer’s payment account information, either by updating Customer’s Account or by e-mailing AITHENTIC at [email protected].
    2. 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, either party may assign this Agreement in its entirety (including all Service Orderss), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void.
    3. Entire Agreement.  This Agreement, together with any Service Order and the Privacy Notice constitutes the entire agreement and supersedes any and all prior agreements or communications between Customer and AITHENTIC regarding the subject matter hereof. In the event of a conflict between the Privacy Notice or any Service Order and this Agreement, the order of precedence will be, first, the Privacy Notice, second, the Service Order, and third, this Agreement.  If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect.
    4. Publicity Rights.  AITHENTIC may identify Customer as a AITHENTIC customer in its promotional materials.  Customer may request that AITHENTIC stop doing so by submitting an email to [email protected] at any time. Please note that it may take us up to thirty (30) days to process a request.
    5. Relationship of the Parties.  The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
    6. Notices.  All notices to be provided by one party to the other under this Agreement may be delivered in writing by (i) nationally recognized overnight delivery service or US mail to the mailing address provided on the Service Order; or (ii) electronic mail to the e-mail address provided for Customer’s Account. The address for a notice to AITHENTIC is: AITHENTIC Holdings, Inc., 11877 Douglas Road, Suite 102319, Alpharetta, GA 30005 with a copy to [email protected] by electronic mail. All notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) business days after being deposited in the mail or with a courier as permitted above.
    7. Anti-Corruption.  Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify AITHENTIC legal at (https://aithentic.atlassian.net/servicedesk/customer/portal/1/group/1/create/1).
    8. Force Majeure.  Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to but not limited to, acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks. In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement and all Service Orders on written notice to the non-performing party.  If AITHENTIC is the party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services, Software or Mobile Apps for the period noted herein, and Customer terminates this Agreement and all Service Orders, then AITHENTIC will provide Customer a refund of fees paid by Customer pro-rated as of the date the Force Majeure Event commenced.
    9. Governing Law.  This Agreement is governed by the laws of the State of Georgia without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of the federal and state courts of the State of Georgia, Fulton County for any claims or dispute relating to this Agreement.
    10. Dispute Resolution.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by arbitration in Alpharetta, GA.
    11. Federal Government End Use Restrictions.  If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, this Service is a Commercial Item as that term is defined at 48 C.F.R. §2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Service is licensed to Customer with only those rights as provided under the terms and conditions of this Agreement.

 

Have Questions?

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