Term of Service

Effective Date: April 26, 2023

These Terms of Service (“Terms”) constitute the agreement (“Agreement“) between you as a user (“you“) and Ethicsign (“Ethicsign” or “we“) regarding your use of our websites, software (including software applications, mobile applications, and APIs), and other services (collectively, the “Services“). By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, the term “you” refers to such organization.

Important: By registering an account, starting a trial, signing any document that incorporates these Terms by reference, completing the registration process, or using the Services, you acknowledge and agree to these Terms. If you do not agree with these Terms, do not proceed with the registration process or use our Services.

Please read these Terms carefully before using our Services.

1. SERVICES

1.1. Your Services: The scope of the Services provided by Ethicsign is described in your order form, invoice, or other mutually agreed document that outlines the business terms (such as service plan, number of users, usage volume limits, pricing, duration, etc.) of your order (referred to as the “Subscription Terms”).

1.2. Users: You and your Authorized Users are permitted to use the Services in accordance with the Subscription Terms. An “Authorized User” is any individual you authorize to access and use the Services under your account. You are responsible for the actions of your Authorized Users. If you are an Authorized User representing an organization, you acknowledge and agree that (i) the organization owns the account, including its content, and may access, use, control, and disable your account and its content at any time; (ii) the organization will have access to the data you provide through the Services; and (iii) if the organization owns multiple accounts, it may transfer Authorized Users between accounts without notice. If you use an email address provided by your organization (such as a work email) to create your Services account, the organization owns the account. If you do not want your organization to access, use, or control your account, do not use an email address provided by your organization for the Service.

1.3. Use by Children: Our Services are not intended for or marketed to individuals under the age of 18. If you use the Services to collect personal information about minors, you are responsible for obtaining appropriate consent from the parent or legal guardian of the minor.

1.4. Account Access Credentials: It is your responsibility to maintain control over your account access credentials (such as login, password, two-factor authentication codes, and backup codes) and to keep them confidential, secure, and up to date. If you lose your credentials (including deleting or losing access to your email), you may not be able to regain access to your account and its associated content.

1.5. Free and Beta Services: Ethicsign may choose to offer certain Services to you for free, including trials or promotional offers (“Free Services”). Additionally, you may be invited to try new features or functionality that are not generally available to users (“Beta Services”). Free Services and Beta Services are provided for evaluation purposes only. Ethicsign reserves the right to discontinue Free Services and Beta Services at any time and may not make Beta Services generally available. FREE SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

1.6. Third-Party Services: The Services may provide access to optional third-party services (“Third-Party Services”) that are governed by separate terms and conditions. Any warranties for Third-Party Services are provided solely by the third-party provider, if applicable. Ethicsign is not responsible for Third-Party Services unless the third-party provider explicitly offers warranties. By using Third-Party Services, you authorize Ethicsign to share your account data and content with the third-party provider to enable you to access and receive the Third-Party Services. The performance of the Services may depend on third-party networks, internet providers, and device manufacturers that are beyond Ethicsign’s control. You acknowledge that Ethicsign will not be responsible for any performance issues or non-performance resulting from such networks or devices.

1.7. Changes to the Services: Ethicsign reserves the right to enhance, upgrade, modify, discontinue, or stop supporting the Services at any time. However, Ethicsign will not materially reduce or discontinue the core functionality of the Services except as permitted by this Agreement.

2. CONTENT OWNERSHIP

2.1. Your Content: “Your Content” refers to the documents, communications, personal information, and other content that you, including your Authorized Users, upload into or use with the Services. Between you and Ethicsign, you retain all rights to Your Content. You are responsible for ensuring that Your Content complies with applicable laws.

2.2. Ethicsign Content: “Ethicsign Content” includes documents, communications, data (including aggregated and anonymized data about the use and performance of the Services), and other content provided by Ethicsign as part of the Services or its business operations. Between you and Ethicsign, Ethicsign owns all rights to Ethicsign Content. Ethicsign Content is considered part of the Free Services unless expressly included as part of the Services in your Subscription Terms (such as Ethicsign’s proprietary document templates). Ethicsign Content does not become Your Content even if you subscribe to or download it. All rights not expressly granted in this Agreement are reserved by Ethicsign. No rights are granted by implication, waiver, or estoppel.

2.3. Third-Party Content: “Third-Party Content” refers to content owned by individuals or entities other than you or Ethicsign. Third parties or Ethicsign may post or refer to Third-Party Content on the Services. For example, as part of the Free Services, the Services may include references, previews, or snippets of publicly available documents found on third-party websites. Additionally, Ethicsign may index and categorize such publicly available documents to facilitate your search. However, such referenced or indexed content remains Third-Party Content. THIRD-PARTY CONTENT IS PROVIDED “AS IS” AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

2.4. Feedback: If you provide ideas, suggestions, information, or feedback related to the Services (“Feedback“), including new features or functionality, you agree to assign all rights, including copyright, patent, and other intellectual property rights, in your Feedback to Ethicsign. This assignment applies to all Feedback submitted to Ethicsign via support tickets, email, chat, survey, product review, or community forum. In jurisdictions where assignment is prohibited by law, you grant Ethicsign and its affiliates an exclusive (even as to you), transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use all Feedback.

3. CONFIDENTIALITY

3.1. Definition of Confidential Information: “Confidential Information” refers to all non-public information disclosed by one party (the “disclosing party”) to the other party (the “receiving party”) that the receiving party knows or reasonably should know is confidential to the disclosing party. However, Confidential Information does not include information that: (a) becomes publicly available without any fault of the receiving party; (b) is already known to the receiving party at the time of disclosure without any confidentiality obligations; (c) is obtained from a third party on a non-confidential basis, without any restriction on disclosure; or (d) is independently developed by the receiving party without the use of Confidential Information.

3.2. Confidentiality Obligations: The receiving party agrees to (i) exercise reasonable care in protecting the Confidential Information and (ii) use the Confidential Information solely for the purposes of this Agreement. Each party may disclose relevant portions of the Confidential Information to its representatives on a need-to-know basis, provided that such individuals or entities are bound by confidentiality obligations that require them to protect the Confidential Information to the same extent as set forth in this Agreement. If requested by Ethicsign, you must return or destroy all copies of Ethicsign’s Confidential Information within thirty (30) days. To delete your Confidential Information, you can delete your account through your account settings. If you delete your account, Ethicsign will remove the Confidential Information in accordance with its then-current deletion policy or practice. However, each receiving party is not obligated to delete any copies of Confidential Information that: (a) are required to comply with a legal obligation or (b) are stored in its automated data backup systems. Either party may disclose Confidential Information in response to a mandatory legal request. These confidentiality obligations will remain in effect for the duration of the Agreement plus three (3) years.

3.3. Other Non-Disclosure Agreements: If the parties enter into another non-disclosure agreement, it will supplement (but not override) this Agreement and will coexist with it. In case of any inconsistency or conflict, the provision that provides the disclosing party with the broadest level of confidentiality protection will apply.

4. LICENSE

4.1. Your License: Subject to your compliance with this Agreement, Ethicsign grants you a limited, non-exclusive, non-transferable (except as permitted by this Agreement) license to use the Services solely for internal use and only for your personal or internal business purposes. If you are licensing the API as part of the Services (as indicated in your Subscription Terms), your license also includes the right to incorporate the API into your products and services in accordance with your Subscription Terms. Ethicsign reserves all rights not expressly granted to you in this Agreement.

4.2. Acceptable Use: You shall not engage in any of the following activities, directly or indirectly:

(i) distribute, resell, or make the Services available to anyone except as expressly permitted by the Agreement or the Subscription Terms regarding the availability of the Services’ functionality to third parties through Ethicsign’s APIs;

(ii) reverse engineer, disassemble, or decompile the Services or any software used to provide the Services;

(iii) tamper with any notices or technological restrictions in the Services;

(iv) share your login credentials with anyone or use any automated system, including robots, spiders, or offline readers, to access or operate the Services;

(v) use the Services to host, transmit, or facilitate illegal, abusive (including unsolicited), fraudulent, deceptive, threatening, explicit, obscene, hateful, harmful content or behavior, or malicious code;

(vi) use the Services for the benefit of a competing offering;

(vii) excessively overload, disrupt, overburden, or impair the Services;

(viii) misrepresent yourself or impersonate another person;

(ix) violate any laws or infringe upon anyone’s rights, including intellectual property rights; or

(x) attempt any of the above.

4.3. Protective Actions: If Ethicsign reasonably determines that you have violated any of the above use restrictions, Ethicsign may suspend or terminate your access to the Services or take other appropriate measures to prevent violations, including removing violating content and deactivating URLs or links provided by the Services. Ethicsign will make commercially reasonable efforts to provide you with notice promptly after taking protective action, without undue delay.

5. YOU AGREE TO RECEIVE ELECTRONIC COMMUNICATIONS, INCLUDING MARKETING COMMUNICATIONS

By accepting these Terms, you agree to receive electronic communications from Provider. These electronic communications may include notifications regarding your subscription, payments, security, Agreement violations, suspension of your Service usage, termination of the Agreement, Service changes, and other communications related to the Services. You explicitly consent to receiving marketing communications from Provider to the extent permitted by law, by accepting these Terms.

6. PROVIDER WARRANTIES

6.1. Provider Warranties. Provider warrants to you that the Services (excluding Free Services, Beta Services, Third-Party Content, and Third-Party Services) will:

• Operate in substantial conformity with the Subscription Terms, Service Level Agreement, and other requirements stated in this Agreement.
• Not infringe any United States patent, registered trademark, copyright, or trade secret, to the best of Provider’s knowledge.
• Be provided through an infrastructure that employs commercially reasonable security practices as determined by Provider in good faith.

6.2. AS-IS; NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THIS INCLUDES WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE.

6.3. NO LEGAL OR OTHER PROFESSIONAL ADVICE. NONE OF THE SERVICES AND PROVIDER CONTENT CONSTITUTE OR PROVIDE LEGAL OR OTHER PROFESSIONAL ADVICE. PROVIDER DOES NOT WARRANT THAT ANY OF THE SERVICES OR PROVIDER CONTENT WILL RESULT IN ANY SPECIFIC LEGAL OUTCOMES. FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION, YOU SHOULD CONSULT A QUALIFIED LICENSED ATTORNEY OR ANOTHER APPROPRIATE PROFESSIONAL. PROVIDER IS NOT A LAW FIRM, AND COMMUNICATIONS BETWEEN YOU AND PROVIDER WILL NOT BE PROTECTED AS PRIVILEGED COMMUNICATIONS UNDER THE ATTORNEY-CLIENT PRIVILEGE OR WORK PRODUCT DOCTRINE.

7. YOU AGREE TO PAY THE FEES OWED FOR THE SERVICES

7.1. Fees for the Services. You are responsible for paying Provider all fees associated with the Services as outlined in the Subscription Terms. You must pay the fees without withholding, offset, or deduction. Unless otherwise agreed by Provider, all fees are non-refundable, even if you are not actively using the Services or have only used them briefly. Any prepaid, unused Services will expire at the end of your subscription period, unless the Subscription Terms expressly permit carryover. Provider may offer a refund policy for specific Services on the website, applicable only to first-time users who are dissatisfied. However, this refund policy does not cover excess usage fees, Provider Content, or Third-Party Services. If you wish to request a refund according to the refund policies, please follow the instructions provided or contact Provider’s support team.

7.2. Excess Usage Fees. If you exceed the usage limits specified in your Subscription Terms, Provider will bill you for the excess usage as described in the Subscription Terms. In the absence of specific excess usage terms in your Subscription Terms, the following provisions will apply:

(i) You will be billed at the standard list price available for the Services. (ii) The limit for excess usage will be one hundred (100) units (e.g., documents or transactions) per licensed user per month of Services. (iii) Provider will bill you for excess usage on a monthly or reasonable incremental basis. (iv) It is your responsibility to track your usage, and Provider is not obligated to notify you before you incur excess usage fees.

7.3. Taxes. You are responsible for paying all taxes and similar assessments imposed by any government on your use of the Services, including sales tax, use tax, value-added tax (VAT), and goods and services tax (GST). If Provider does not collect taxes at the time of purchase, it may collect them later, providing written notice and using the same payment method. Provider also reserves the right to collect any penalties or interest imposed on your transactions if they result from your fault (e.g., providing false address or tax information during purchase).

7.4. Changes in Fees. Provider may modify its fees for the Services at any time, including introducing fees for previously free services. You will be notified of such changes in writing or through postings on the Services. Any changes in fees will become effective in your next subscription period and will not impact your current subscription period.

7.5. Payment Terms. Unless your Subscription Terms specify a different due date, fees are due on the first day of each subscription period. If Provider invoices you, you agree to pay all fees within thirty (30) days of the invoice date. All fees must be paid in the currency specified in your Subscription Terms. You must provide complete and accurate billing and contact information upon Provider’s request and keep it updated throughout the Agreement’s duration. Failure to pay amounts when due may result in immediate suspension of your access to the Services, and interest may be charged on overdue amounts at a rate of 1.5% per month, calculated daily and compounded monthly, or the highest rate permitted by law, whichever is lower. You are responsible for reimbursing Provider for all reasonable attorneys’ fees and costs incurred in collecting past-due amounts.

7.6. Automated Billing. Prior to accessing the Services, Provider may require you to provide a valid credit card or another acceptable payment method. By providing such payment information, you authorize Provider to charge the payment account for all fees due under the Agreement, including recurring fees. Provider may conduct a test charge on your payment account, which will be refunded within ten (10) business days. To avoid any interruption in your Services, Provider may work with your card provider to automatically update your payment account information. You authorize Provider and its payment processing providers to store your payment account information, including updates, and use it as described in your Subscription Terms.

7.7. Contact Support for Payment Questions. If you have any questions about your payment or wish to dispute an invoice, you should contact Provider’s support team through the channels specified on the Provider’s website. Provide details of the question or dispute, any supporting documentation, and your contact information within 30 days of the payment or receipt of the invoice. Failure to contact Provider support before disputing a payment with a financial institution may be used as an argument against your dispute. You must continue to pay all undisputed amounts when due while the parties work diligently to promptly resolve the dispute. Once the dispute is resolved, any owed amounts will be credited to you, and you must promptly pay any amounts owed to Provider.

8. BOTH PARTIES AGREE TO LIMIT LIABILITY

Except for your breach of any obligations outlined in Section 5 of the agreement, neither party will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost revenues, profits, or goodwill, lost data or content, data breaches, lost customers, business interruption, cost of cover, or replacement services, arising from or related to the Services or your use or inability to use the Services, regardless of the theory of liability (including negligence), even if the party knew or should have known about the possibility of such damages. Furthermore, the remedies provided for in this agreement will be considered to have fulfilled their essential purpose.

You acknowledge that the exclusions, disclaimers, and limitations of liability outlined in this agreement, including Sections 6 and 8, are essential to this agreement, including the allocation of risks, and enable Provider to offer the Services to you for the specified fees.

Please note that in some jurisdictions, the exclusion of warranties or limitation of liability may not be allowed. In such cases, the limitations or exclusions stated in Sections 7 and 9 of this agreement may not apply to you. If your jurisdiction does not permit such exclusions or limitations, the liability of Provider will be limited to the greatest extent permitted by law.

9. INDEMNIFICATION

9.1. Provider Indemnification. Subject to Section 9 above, Provider will defend you against any written claim or legal proceedings brought by a third party (referred to as a “Claim”) and indemnify and hold you harmless from the resulting liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees), to the extent that such Claim alleges that the Services infringe any United States patent, registered trademark, or copyright, or that Provider misappropriated trade secrets enforceable in the United States in the development of the Services. If a Claim is made or appears likely, Provider may, at its sole discretion, (a) obtain the right for you to continue using the Services, (b) modify or replace the Services to make them non-infringing, or (c) terminate this Agreement regarding the infringing portion of the Services and refund any prepaid, unused fees for that portion of the Services from the termination date until the end of the prepaid subscription period. However, this Section 9.1 will not apply if the alleged infringement arises from: (A) your use of the Services contrary to Provider’s written instructions, (B) modifications to the Services made by someone other than Provider, (C) Your Content or Third-Party Content, (D) Free Services, Beta Services, or Third-Party Services, (E) your continued use of the Services after being notified of allegedly infringing material or informed of modifications that could have avoided the alleged infringement, in whole or in part, or (F) your illegal conduct or breach of this Agreement. THIS SECTION 9.1 DESCRIBES PROVIDER’S ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9.2. Your Indemnification. You will defend Provider against any Claim and indemnify and hold Provider harmless from resulting liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees), to the extent that such Claim alleges: (a) Your Content infringes or misappropriates the intellectual property rights of a third party, (b) your breach of Section 5 of the agreement, or (c) your violation of law, gross negligence, or willful misconduct.

9.3. Notification Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party of any Claim for which indemnity is sought, (b) allow the indemnifying party to control the defense of such Claim, and (c) provide reasonable assistance to the indemnifying party at the indemnifying party’s expense. The indemnifying party will not enter into any settlement that imposes liability or obligations on the indemnified party without the indemnified party’s prior written consent.

10. HANDLING OF PERSONAL DATA

If Provider has access to any personal data collected from you or your Authorized Users in relation to the Services, that information will be processed in accordance with the terms and provisions outlined in Provider’s Privacy Notice. You can find the Privacy Notice at the following URL: https://ethicsign.com/privacy. The Privacy Notice provides detailed information about how Provider handles and protects personal data.

11. TERM AND TERMINATION OF THIS AGREEMENT

11.1. Agreement Term. The Agreement becomes effective when you first accept it, such as by clicking on “register,” “start trial,” or a similar action to create an account for the Services, or by executing the Subscription Terms document with Provider that incorporates the Terms. The initial subscription period for your Services will be specified in the Subscription Terms. The Agreement will automatically renew for successive subscription periods, which will be the same duration as your initial subscription period, unless either party terminates it. If the Subscription Terms do not specify a subscription period, the Agreement will renew on a month-to-month basis.

11.2. Your Right to Terminate. You have the right to terminate this Agreement at any time by either (a) logging into the Services and canceling your subscription through your account settings (if available) or (b) contacting Provider support and obtaining written confirmation of your termination request. Provider will not refund any fees upon termination unless otherwise agreed upon by Provider.

11.3. Provider’s Right to Terminate. Provider may terminate this Agreement for cause without refund in the following situations: (a) if you violate the use restrictions specified in Section 5, (b) if you fail to make a payment and do not pay within thirty (30) days after receiving written notice from Provider, (c) if your billing, payment, or contact information is materially false, fraudulent, or invalid, (d) if your payment is rejected or reversed, (e) if you materially breach this Agreement and fail to remedy the breach within thirty (30) days of receiving written notice from Provider specifying the alleged breach, or (f) if you become subject to receivership, general assignment for the benefit of creditors, bankruptcy or insolvency proceeding, liquidation, dissolution, or termination of your business operations.

11.4. Surviving Provisions. Certain provisions of the Agreement will survive its termination or expiration. These provisions include this Section 11.4, as well as the terms outlined in Sections 7, 8, 9, 12, 13, 14, and 16 of the Agreement.

12. NO ACCESS TO CONTENT OR SERVICES AFTER TERMINATION

Once this Agreement is terminated, it means that your account, Your Content, Provider Content, Third-Party Content, and other Services will no longer be accessible to you. However, if you make a request within thirty (30) days after termination, Provider will grant you reasonable access to your Services for the sole purpose of downloading Your Content using the standard download functionalities provided by the Services. After this thirty-day period, Provider will have no obligation to maintain or provide access to any of Your Content, and they may choose to delete or destroy all copies of Your Content, unless there is a legal requirement for Provider to retain it. It’s important to note that if you fail to download Your Content within the specified timeframe, there is a risk of permanent deletion.

13. NO CLASS ACTION LITIGATION AND WAIVER OF JURY TRIAL

13.1. No Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIMS WILL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS, AND YOU WAIVE THE RIGHT TO BRING CLAIMS ON A COLLECTIVE OR CLASS ACTION BASIS OR BASED ON CLAIMS BROUGHT IN A REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS (“CLASS ACTION WAIVER“). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES.

13.2. Waiver of Jury Trial. BY THIS AGREEMENT, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.

14. GOVERNING LAW

The laws governing all matters arising from this Agreement and the jurisdiction for resolving legal disputes are determined by the applicable laws and courts of the Contracting Entity specified in the Agreement. The rules governing conflicts of laws shall not apply. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

15. CHANGES TO THE AGREEMENT

Provider may periodically propose changes to this Agreement by publishing an updated version on its websites. If any proposed changes to the Agreement are deemed material, Provider will notify you through your account or by other reasonable means. Except for changes required for compliance with the law, which will take effect immediately, any material proposed changes will be effective as of your next subscription period. If you do not agree with the proposed changes, you have the option to terminate this Agreement in accordance with its terms.

16. BOTH PARTIES AGREE TO THE FOLLOWING GENERAL PROVISIONS

Both parties acknowledge that Provider shall not be held liable for any failure, interruption, or delay in fulfilling its obligations under the Agreement if such events are beyond Provider’s reasonable control (“Force Majeure”). Force Majeure includes, but is not limited to, natural disasters (e.g., lightning, earthquakes, hurricanes, floods), wars, riots, government orders, terrorist activities, civil commotions, actions of third parties (including local exchange carriers, telephone carriers, wireless carriers, Internet service providers, cloud service providers), explosions, fires, epidemics, pandemics, public health emergencies, strikes, labor disputes, governmental decrees, and any other causes beyond the reasonable control of either party.

You agree to comply with all applicable federal laws, regulations, and rules, and fulfill all necessary requirements, including obtaining any required export license or governmental approval, that restrict or prohibit the export or re-export of the Services or any of Your Content outside the United States of America.

In connection with these Terms and your use of the Services, you commit to adhering to all applicable anti-corruption and anti-money laundering laws, statutes, and regulations, including the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010.

The Services provided are considered “commercial items” as defined in 48 C.F.R. 2.101 (October 1995), comprising “commercial computer software” and “commercial computer software documentation” as described in 48 C.F.R. 12.212 (Sept 1995). These Services are exclusively provided to the U.S. Government as a commercial end item, and the rights of U.S. Government End Users to access and use the Services are governed by 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 (June 1995).

Any waiver of rights under this Agreement must be in writing by the party relinquishing such rights. No consent or waiver of a breach by one party, whether expressed or implied, shall be deemed as consent to, waiver of, or excuse for any other, different, or subsequent breach by that party.

If any provision of the Agreement is found unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in effect. Both parties agree that any unenforceable provisions shall be modified to the extent necessary to fulfill the objectives of the Agreement within the limits of applicable law.

Neither party may assign this Agreement or any rights or obligations under it, except in the case of a merger, acquisition, or sale of substantially all of its assets. Provider may transfer or assign its rights under this Agreement to an affiliate. Any attempted assignment in violation of this section shall be considered void. The Agreement shall be binding upon and inure to the benefit of the successors and permitted assignees of both parties.

Provider may use your name and logo for the sole purpose of identifying you as a customer, including listing your company’s name and logo on Provider’s website. Neither party shall reference the identity of the other party in its public marketing communications without prior written consent.

Both parties agree that any electronic notices, agreements, disclosures, or other communications sent by the other party shall fulfill all legal requirements for written communication. For communication to you, it shall be sent to the email address provided on your account, and for communication to Provider, it shall be sent to the applicable notice address specified in the Contracting Entity Table.