CONTRACT FOR SERVICES:

OPUS SUBSCRIPTION TERMS & CONDITIONS

PLEASE READ THESE SUBSCRIPTION TERMS AND CONDITIONS CAREFULLY. BY CLICKING “BUY NOW” IN THE CHECKOUT, YOU INDICATE ACCEPTANCE OF, AND AGREEMENT WITH, THESE SUBSCRIPTION TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THESE SUBSCRIPTION TERMS AND CONDITIONS, DO NOT PURCHASE OR USE THE SERVICE.

 

 

 

THESE SUBSCRIPTION TERMS AND CONDITIONS are a binding agreement (the “Agreement”) by and among (i) Avolon Charter Solutions LLC, a Georgia limited liability company (“ACS”), (ii) the person or entity indicated as the customer on a Purchase Page (as defined below) (“Licensee”), and (iii) each user of each computer or other device (an “Electronic Device”), which accesses and/or interacts with the OPUS software as a service application (the “Software”) designated on the Purchase Page accepted by ACS (the “Service”).  The supporting documentation and materials embedded in the Service or obtained electronically or on Media from ACS are referred to as the “Documentation”).  The Software, Service, and Documentation are collectively referred to as the “Licensed Materials”.  This Agreement shall be effective on the date ACS accepts a Purchase from Licensee (the “Effective Date”).  As used in this Agreement: “Media” means any object which can record information in a form that can be transferred into an Electronic Device.    

 

 

TERM LICENSE    

Subject to the terms and conditions of this Agreement, the Licensed Materials are licensed, not sold, to Licensee by ACS.  ACS grants to Licensee, and Licensee accepts from ACS, a non-exclusive, non-transferable, revocable license to Use the Licensed Materials for the Term.  The Licensed Materials may not be Used by more than the cumulative number of users specified on all Purchases accepted by ACS (the “Authorized Users”). “Purchase” means any mutually acceptable means of procuring licenses or services from ACS, including, without limitation, web-based registration on the Purchase Page.  “Purchase Page” means a URL web page owned by ACS, which details certain additional terms and conditions specific to the product(s) purchased by Licensee and provided by ACS. Licensee may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Service as permitted by this Agreement.  “Use” means that Licensee, Affiliates, and Contractors may, during the Term, access, run, and interact with the Licensed Materials in accordance with the Documentation for Licensee’s internal business use and not as a service offered to third parties.  Subject to the limit on the number of Authorized Users, Contractors may Use the Licensed Materials during the Term solely for the benefit of Licensee or an Affiliate and not for the benefit of any other customer or client of Contractor and only for as long as Contractor is providing services to Licensee or an Affiliate during the Term.  As used in this Agreement, “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with Licensee; “control” means ownership of at least 50% of the equity or beneficial interests of such entity; and “Contractor” means an independent contractor performing services for Licensee or an Affiliate.  

 

Licensee’s right to Use the Licensed Materials shall commence upon the Effective Date and continue for the term specified on the Purchase (the “Term”). The Term shall include the initial term of this Agreement and any renewal term(s) as provided in the applicable Purchase. To facilitate access to the Licensed Materials, ACS will assign a URL and default administrator login credentials (“Login Credentials”).  Licensee shall be responsible for assigning usernames and passwords to all personnel that will access the Licensed Materials.    

 

OWNERSHIP RIGHTS  

 

Licensed Materials.  Licensee is not acquiring any right or interest in the Licensed Materials except the license to Use the Licensed Materials for the Term, on and subject to the terms of this Agreement and any applicable Purchase. ACS reserves all rights not expressly granted to Licensee and retains title and full ownership of the Licensed Materials and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state or foreign laws. Except as expressly permitted by this Agreement, Licensee may not: (a) sublicense, transfer, or otherwise assign its rights in the Licensed Materials to any third-party nor allow any third-party to access or use the Licensed Materials; (b) modify, create derivative works of, translate, reverse engineer, de-compile, or disassemble the Licensed Materials or the software elements of the Service to develop any other computer program or for any other reason; or (c) copy the Licensed Materials or the software elements of the Service, in whole or in part, without the prior written consent of ACS. The original and all copies of the Licensed Materials and the software elements of the Service remain the sole property of ACS, subject to all of the confidentiality and other restrictions set forth in this Agreement.  Licensee must retain all legends relating to copyright, trademarks, patents, or confidentiality on all copies of the Documentation or any print of a screen display from the Licensed Materials. Licensee acknowledges that ACS may analyze Licensee’s usage of the Licensed Materials for product support, product development, and administrative purposes.    

 

Licensee Data. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, and the right to use, all data, information, or material that is submitted to the Service (“Licensee Data”).      

 

 

SERVICES    

 

Training and Consulting Services

ACS will provide Licensee with the training and consulting services detailed on the Purchase Page.  

 

Maintenance and Support Services

During the Term, ACS will provide the services described below (“Support”), provided the Fee is paid by Licensee and ACS then provides Support for the Licensed Materials generally.    

 

Support

ACS will furnish to Licensee an email address for use by Licensee at any time, to report problems with the Licensed Materials and to seek assistance to resolve such problems.    

 

Telephone Support

ACS will furnish to Licensee a telephone number for use by Licensee Monday through Friday, from 8:00 a.m. to 5:00 p.m. Eastern Time, United States holidays excluded, to report problems with the Licensed Materials and to seek assistance to resolve such problems.    

 

Error Correction 

ACS will use reasonable efforts to correct Errors in the Service.  An “Error” is a verifiable and reproducible failure of the Service (or any component hereof) to substantially conform to the description of the Service (or any component thereof) in the Documentation.  Within a reasonable period of time after confirming that an Error exists by reproducing or observing the Error described by Licensee, ACS will initiate work in a diligent and sustained manner toward development of an Error Correction.  An “Error Correction” is a modification to the Service that, establishes substantial conformity of the Service to the Documentation, or a procedure or routine that, when included in the regular operation of the Service, eliminates the practical adverse effect on Licensee of such non-conformity. ACS shall not be responsible for correcting Errors resulting from misuse, negligence, revision, modification, or improper use of the Service or any use in combination with software application service not supported by ACS.    

 

Response 

ACS will use all reasonable efforts to respond to all support issues with twenty-four (24) hours of notification of such support issues, excluding weekend days and holidays.      

 

Licensee Representative

ACS shall provide Support only to the Licensee Representative.      

 

LICENSEE RESPONSIBILITIES    

Licensee shall: (a) designate a representative of Licensee (the “Licensee Representative”), whose name is set forth on the Purchase Page or subsequently changed by notice to ACS, and who shall be authorized to make decisions, approve plans, grant requests on behalf of Licensee, and receive notices from ACS, and (b) fully cooperate with ACS by, among other things, making available as reasonably required by ACS, management decisions and personnel in order that the work of ACS contemplated hereby may be properly accomplished during the Term. Licensee hereby authorizes ACS to rely on all communications from and decisions of the Licensee Representatives. Except as otherwise expressly provided in this Agreement, Licensee shall be responsible for the provision of all goods and services required to install and operate the Service.      

 

Licensee assumes sole responsibility for use of the Login Credentials.  If Login Credentials are misappropriated, Licensee shall notify ACS support staff immediately by telephone and shall concurrently provide written notice to ACS whereupon ACS will disable the Login Credentials reported by Licensee and issue replacement Login Credentials.    

 

Licensee agrees to use the Service only for lawful purposes and in a manner that complies with all applicable laws in the jurisdictions in which the Service is used.      

 

Licensee agrees to indemnify, defend, and hold ACS harmless of and from any liability, cost, damage, and expense arising out of any claim made against ACS by any third party arising out of Licensee’s Use of the Service.    

 

FEES AND PAYMENT  

 

Fees

The fee for Use of the Licensed Materials (the “Fee”) during the Term is based upon the pricing specified on the applicable Purchase Page.  Any services requested by Licensee for which the fees are not set forth on a Purchase Page will be billed at ACS’s then prevailing time and material rates. Unless ACS otherwise agrees in writing, all amounts are billed in US Dollars, net of any and all foreign, federal, state, or local taxes, including without limitation, sales taxes, use taxes, VAT, excise taxes, duties, and import taxes (collectively, “Taxes”).  Licensee is responsible for, and must pay, any and all Taxes (other than Taxes based on ACS's income) imposed in connection with the Service and any other services provided in connection with this Agreement, if applicable.  Licensee will promptly reimburse ACS for the amount of any Taxes that ACS is required to pay on behalf of Licensee or as a result of Licensee's failure to pay such Taxes.        

 

Adding Authorized Users

If Licensee submits a Purchase, which limits the number of Authorized Users, and Licensee subsequently desires to increase the number of Authorized Users of the Service, Licensee may submit a new Purchase for such purpose.      

 

The increase in the number of Authorized Users will be subject to the following: (a) the Term for the additional Authorized Users will commence on the date the Purchase is accepted by ACS and (b) the Fee for the additional Authorized Users will be as specified on the Purchase Page.  ACS reserves the right to make the Term of any Purchase increasing the number of Authorized Users co-terminus with the Term related to the registration page or to make the Term related to the registration page co-terminus with the Term of any Purchase increasing the number of Authorized Users.    

 

Modifying the Usage Privileges of Authorized Users

If Licensee submits a Purchase, which limits the usage privileges of certain Authorized Users, and Licensee subsequently desires to modify the usage privileges of any Authorized Users, Licensee may submit a new Purchase for such purpose.    

 

The modification in the privileges of Authorized Users will be subject to the following: (a) the Term for the modification will commence on the date the Purchase is accepted by ACS and (b) the Fee for the modification will be as specified on the Purchase Page. ACS reserves the right to make the Term of any Purchase modifying the usage privileges of Authorized Users co-terminus with the Term related to the registration page or to make the Term related to the registration page co-terminus with the Term of any Purchase modifying the usage privileges of Authorized Users.

 

Payment Terms 

Invoices are payable in full without deduction or setoff, in US Dollars upon receipt or such later date as may be specified in the invoice (the “Due Date”).  Interest shall accrue from the Due Date on all amounts unpaid more than thirty days after the Due Date at the rate of one and one-half percent (1.5%) per month.  If Licensee believes an invoice or charge is incorrect, Licensee must contact ACS in writing within 30 days of the invoice date or charge to be eligible to receive an adjustment or credit.      

 

Increase in Charges 

ACS may, in its sole discretion, increase the Fee upon thirty (30) days prior notice.    

 

WARRANTIES    

EXCEPT AS EXPRESSLY PROVIDED IN ACS CUSTOMER ASSUARANCE TERMS:  

• THE LICENSED MATERIALS ARE PROVIDED TO THE LICENSEE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY;  

 

• ACS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIALS AND SUPPORT AND THE AVAILABILITY OF THE SERVICE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.    • ACS DOES NOT WARRANT THAT THE LICENSED MATERIALS MEET LICENSEE’S REQUIREMENTS; WILL BE AVAILABLE WHEN NEEDED; ARE FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS; THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE LICENSED MATERIALS; OR THAT DEFECTS IN THE LICENSED MATERIALS WILL BE CORRECTED.  

 

• ACS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY OF LICENSEE’S COMMUNICATIONS, DATA, OR PERSONALIZATION SETTINGS.    

 

LICENSEE REPRESENTS AND WARRANTS TO ACS THAT THE PERSON THAT COMPLETES AND SUBMITS THE REGISTRATION PAGE AND ANY PURCHASE IS DULY AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT IS LEGAL, VALID, AND BINDING OBLIGATION OF LICENSEE, ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH ITS TERMS.    

 

INTERNET DELAYS    

ACS’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  ACS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

CONFIDENTIALITY  

ACS Confidential Information” means all business or technical information of ACS that is not generally known to the public and that derives value from not being generally known, whether such information is disclosed orally or in writing.  Licensee acknowledges and agrees that the Licensed Materials, the pricing and terms of this Agreement, the product road map of the Software and the Service, and any source code, object code, proprietary tools, knowledge, or methodologies disclosed by ACS to Licensee in connection with this Agreement or the use the of Software or the Service are ACS Confidential Information.    Licensee agrees that it will not use, disclose, provide, or otherwise make available any ACS Confidential Information except on a need to know basis in connection with the Use of the Licensed Materials as authorized under this Agreement.  Licensee agrees that it will obtain a written confidentiality agreement from each third party (consultant or any other person) not governed by this Agreement who is provided access to ACS Confidential Information.  Licensee shall use all reasonable efforts to protect ACS Confidential Information from any use, reproduction, publication, disclosure, or distribution not specifically authorized by this Agreement. Licensee shall promptly notify ACS of any known unauthorized use or disclosure of ACS Confidential Information and will cooperate with ACS in any litigation brought by ACS against third parties to protect ACS’s rights in ACS Confidential Information.  

 

The Licensee's obligations under this Agreement will not apply to any portion of ACS Confidential Information that: (a) at the time of disclosure to Licensee, was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement; (b) Licensee had in its possession at the time of disclosure by ACS, as established by written documentation in existence at that time, and that was not acquired directly or indirectly from ACS or with knowledge of confidentiality restrictions; (c) Licensee subsequently acquires by lawful means from a third-party who is under no obligation of confidentiality or non-use owed to ACS; or (d) Licensee subsequently independently develops without any use of or reference to ACS Confidential Information.    

 

If Licensee is legally compelled to disclose any portion of ACS Confidential Information in connection with a lawsuit or similar proceeding or to any governmental agency, Licensee will give ACS prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of ACS Confidential Information that must be disclosed.  Licensee will cooperate fully with ACS in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of ACS Confidential Information.  Licensee will disclose only that portion of ACS Confidential Information that is legally required to be disclosed.    

 

INDEMNIFICATION  

 

 Licensee shall indemnify, defend, and hold harmless ACS, its Affiliates, and its and their directors, officers, employees and agents (the “ACS Indemnitees”) from and against any losses, liabilities, damages and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”) arising out of or related to any third party claim that is based upon or alleges (a) a breach of Licensee’s obligations in respect of ACS Confidential Information, (b) the presence of Harmful Code in Licensee Data, or (c) personal injury or property damage caused by the gross negligence or willful misconduct of Licensee in connection with the Service (each a “Claim”).    

 

Procedures for Claims

ACS agrees to give Licensee prompt written notice of any Claim for which ACS seeks indemnification, provided however, any failure by ACS to timely provide such notice will not relieve Licensee of its indemnification obligations except to the extent Licensee can demonstrate actual prejudice as a result of such failure. Within thirty (30) days after receiving ACS’s notice of a Claim, but no later than ten (10) days before the date on which any formal response to the Claim is due, Licensee will notify ACS in writing acknowledging its indemnification obligation and assuming control of the defense and settlement of the Claim (a “Notice of Election”).  If Licensee delivers a timely Notice of Election to ACS, Licensee shall have sole control over the defense and settlement of the Claim.  ACS shall cooperate with Licensee in the defense of the Claim.  ACS will have the right to participate with Licensee in the defense or appeal of any Claim, at ACS’s option and at ACS’s own expense (such expense not being indemnified by Licensee), but Licensee will have sole control and authority with respect to any such defense, compromise, settlement, appeal, or similar action, provided that Licensee obtains ACS’s prior written consent to any settlement that requires ACS to make any admission of fault or pay any amounts in connection with such settlement.  If Licensee does not deliver a timely Notice of Election or does not conduct the defense of a Claim after delivering a timely Notice of Election, ACS may defend and/or settle the Claim in such manner as it may deem appropriate, at the cost and expense of Licensee, including payment of any settlement, judgment or award and the costs of defending or settling the Claim.  Licensee will promptly reimburse ACS upon demand for all Losses suffered or incurred as a result of or in connection with the applicable Claim.      

 

LIMITATION OF LIABILITY

 

IN NO EVENT WILL ACS, ITS SUBSIDIARIES, OR ANY OF ACSS, DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES OF ACS OR ITS SUBSIDIARIES BE LIABLE TO LICENSEE OR AFFILIATES OF LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF ACS OR A ACS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.  IN NO EVENT WILL ACS’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, EVER EXCEED THE AMOUNTS PAID BY LICENSEE PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD ENDED ON THE DATE SUCH CLAIM AROSE.  THE LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACS AND LICENSEE.  ACS WOULD NOT HAVE PROVIDED THE LICENSED MATERIALS WITHOUT SUCH LIMITATIONS.  

 

 

TERMINATION    

 

By Licensee

 Licensee may terminate this Agreement: (i) if ACS shall breach the Confidential Information provisions of this Agreement which breach is not cured within ninety (90) days after written notice from Licensee, or (ii) by giving ACS written notice at least ninety (90) days prior to the end of the Term of this Agreement.    

 

By ACS

ACS may terminate this Agreement and the License granted hereunder effective upon delivery of written notice to Licensee if: (i) Licensee shall not pay when due any sum owed hereunder and such non payment continues for more than twenty (20) days after written notice from ACS, (ii) Licensee shall breach any provision of this Agreement which breach continues for more than twenty (20) days after written notice from ACS, or (iii) Licensee shall become insolvent or shall make an assignment for the benefit of its creditors or there shall be filed by or against Licensee any bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law.  ACS may discontinue providing the Service effective on any annual renewal date, upon 180 days prior written notice.    

 

Effect of Termination

Fees are non-refundable.  Upon any termination of this Agreement, Licensee must immediately cease all Use of the Licensed Materials and delete all copies of the Licensed Materials from any Electronic Device and all Media on which the Licensed Materials are then resident.  Licensee shall certify to ACS in writing that it has complied with the preceding sentence. The provisions of this Agreement labeled Limitation of Liability and Confidentiality shall survive the expiration or termination of this Agreement.  ACS will retain Licensee Data for sixty days after termination of this Agreement (the “Data Retention Period”).  Upon Licensee’s written request ACS shall provide Licensee a back-up copy of Licensee Data. Following the Data Retention Period, ACS may delete Licensee Data from any Electronic Device and all Media on which Licensee Data is present without notice.    

 

EXPORT RESTRICTIONS

 

Licensee acknowledges and agrees that the Licensed Materials are subject to restrictions and controls imposed by United States law.  Licensee represents and warrants that Licensee is not (a) located in an embargoed country as designated by the Office of Foreign Asset Control of the Treasury Department (an “Embargoed Country”), or (b) listed on the prohibited persons list maintained by the Bureau of Industry and Security of the Department of Commerce (the “Prohibited Persons List”).  Licensee will not re-export the Licensed Materials to any person located in an Embargoed Country or listed on the Prohibited Persons List.    

 

GENERAL PROVISIONS    

 

Assignment

Licensee may not assign or transfer its rights and obligations under this Agreement without the prior written consent of ACS and, any purported assignment or transfer without the prior written consent of ACS shall be null and void.    

 

Amendments  

ACS may amend this Agreement at any time, or from time to time, by posting a new Agreement on ACS’s web site, which shall be effective ten (10) days after the new Agreement is posted on ACS’s website or when Licensee is notified of such amendment by ACS by notice to the Licensee Representative, which ever occurs first.    

 

Force Majeure  

Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.  

 

No Waiver  

Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition.  A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.      

 

Severability  

If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.  

 

Headings 

Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.    

 

Governing Law

This Agreement, the rights of the Parties hereunder, and any disputes between the Parties, shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules. The Parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.  The Parties agree that any appropriate state or Federal court sitting in Fulton County, Georgia (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any dispute, case, or controversy in any way related to, arising under, or in connection with this Agreement, including extra-contractual claims, and shall be a proper forum in which to adjudicate such dispute, case, or controversy, and each Party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such Party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.    

 

Entire Agreement  

This Agreement and the Purchases accepted by ACS constitute the final, complete, and exclusive statement of the agreement between ACS and Licensee in respect of the subject matter hereof and thereof, and supersede and replace all previous written or oral agreements, proposals, RFP responses, and representations. The parties acknowledge that there are no contemporaneous side-letters, or oral agreements, or other arrangements that contradict, alter, or otherwise serve to modify any of the terms set forth in this Agreement. The terms and conditions of this Agreement will control over any contradictory or additional terms and conditions in any request for proposal, proposal, purchase order, or other written form.  Licensee acknowledges that ACS objects to all pre-printed terms and conditions on, or attached to, Licensee’s purchase orders and that such pre-printed terms and conditions shall be of no force or effect.  This Agreement has been accepted by ACS in Atlanta, GA.  ACS and Licensee agree that this Agreement constitutes a written agreement and that each Purchase shall be subject to, and governed by, the terms of this Agreement as if this Agreement were reproduced, or incorporated by reference, in such Purchase.  Nothing in this Agreement shall supersede any prior confidentiality agreement or, if applicable, any enterprise or master license agreement between ACS and Licensee.    

 

Notice

Notices given by ACS will be sent to the e-mail address or mailing address on the registration page.  Notices given by Licensee to ACS must be given by e-mail to legal@ACS.com or such updated address as ACS may provide.  Notice sent to the e-mail or conventional mailing address last provided by the Licensee Representative to ACS shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.    

Publicity

Licensee agrees that ACS may include identification of Licensee as a customer on ACS's website, provided that the identification of Licensee is no more prominent than the identification of ACS's other customers and is otherwise consistent with ACS's practice of identifying its customers on its website.