Connect-a-Voice Terms of Service
Last updated: Jan 27, 2023
THESE TERMS OF SERVICE (“Agreement“) CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN THE CUSTOMER (“Customer“, “You“, or “Your“) AND NORTHWOODS CONSULTING PARTNERS, INC. (the “Provider“) GOVERNING YOUR ACCESS TO AND USE OF THE PLATFORM (DEFINED BELOW). THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION AND DELIVERY HEREOF BY THE PARTIES HERETO (the “Effective Date“). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT; (II) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND INTEND FOR CUSTOMER TO BE BOUND BY THIS AGREEMENT; AND (III) YOU AGREE, ON BEHALF OF CUSTOMER TO ALL OF THE TERMS, CONDITIONS, AND OTHER PROVISIONS OF THIS AGREEMENT.
Provider may, from time-to-time, modify the terms and conditions of this Agreement, or any part hereof, or to impose new conditions to the Agreement. Except as otherwise stated herein, any modification to this Agreement shall be effective upon at least ten (10) days’ notice to you. Customer’s use of the Platform or its acceptance of any Services after any such modification will be conclusively deemed acceptance of such modification(s). If any modification material to Customer is unacceptable, Provider may terminate this Agreement, subject to the terms and conditions contained herein. This Agreement may not otherwise be amended except in a writing signed by Provider and Customer.
The Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories and possessions. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with Provider and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- “Active Consumer” means a Consumer which is logged by a DSP on the Platform as receiving Care Services by the DSP in any particular geographic location within the United States.
- “Aggregated Statistics” means data and information related to Customer’s use of the Platform that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- “Care Services” means the care services provided by DSP to Consumers.
- “Consumers” means individual-patients with developmental disabilities who receive Care Services.
- “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or a DSP through the Platform.
- “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Platform provided by Provider to Customer via the Platform, either electronically or in hard copy form, from time-to-time.
- “DSP” means Customer’s employees, consultants, contractors, and agents (i) who are direct service professionals; (ii) who are who are authorized by Customer to access and use the Platform under the rights granted to Customer pursuant to this Agreement; and (iii) for whom access to the Platform have been purchased hereunder.
- “Provider IP” means the Platform, Services, the Documentation, and any and all intellectual property provided to Customer or any DSP in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Platform, but does not include Customer Data.
- “Platform” means Provider’s proprietary web-and mobile-app known as “Connect-a-Voice”, including all modules, functions and features, which, collectively, provide the Services to Customer and their DSPs. The Platform includes all updates, releases, improvements, and corrections generally available to all customers of the Platform.
- “Services” means Provider’s software-as-a-service offering which: (i) captures electronic visit verification (EVV) data; (ii) collects time; and (iii) records Care Services and billing information for use by DSPs, home health agencies, and other home care providers in the care of Consumers, and is deployed utilizing the Platform.
- “Third-Party Products” means any third-party products which Provider provides with or incorporates into the Platform and/or in its provision of the Services.
- Access and Use.
- Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Platform during the Term, solely for use by DSPs in accordance with the terms and conditions herein. Such use is limited to Customer’s and DSPs’ internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer and DSPs to access the Platform. Customer shall, and shall procure that it’s DSPs shall, provide correct, current, and complete information on the Platform. Customer agrees that all information that it and its DSPs provide to register with the Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by the Policy.
- Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer’s and DSPs’ internal business purposes in connection with its use of the Platform.
- Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any DSPs to: (i) copy, modify, or create derivative works of the Platform, Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, Services, or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform or Services, in whole or in part; (iv) remove any proprietary notices from the Platform, Services, or Documentation; (v) use the Platform, Services, or Documentation in any manner or for any purpose that: (1) infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (2) exploits, harms, or attempts to exploit or harm another in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (3) impersonates or attempts to impersonate Provider, a Provider employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing; or (4) restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determed by Provider, may harm Provider or the users of the Platform, or expose them to liability; or (vi) use any robot, spider, or other automatic device, or means to access the Platform for any purpose, including, but not limited to, monitoring or copying of the material on the Platform.
- Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
- Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any DSP’s access to any portion or all of the Platform or the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any DSP’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any DSP, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any DSP is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any Third-Party Products required to enable Customer to access the Platform; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any DSP may incur as a result of a Service Suspension.
- Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Platform and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Platform. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
- Customer Responsibilities.
- General. Customer is responsible and liable for all uses of the Platform, Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of DSPs, and any act or omission by a DSP that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all DSPs aware of this Agreement’s provisions as applicable to such DSP’s use of the Platform, and shall cause DSPs to comply with such provisions.
- Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
- Fees and Payment.
Fees. Customer shall pay for access to the Platform through Provider’s payment portal or its Third-Party Products which provide similar services for payment by way of credit card, ACH, or other instructions as directed by Provider or its Third-Party Products from time-to-time (collectively, the “Payment Instructions“). Customer shall pay all invoiced amounts due upon receipt. Customer shall make all payments in US dollars in accordance with Provider’s instructions from time-to-time. Unless otherwise set out in the Payment Instructions: (i) Provider will charge Customer a monthly fee of US$25.00 for each Active Consumer during the previous calendar month; and (ii) all fees paid to access and use the Platform are non-refundable.
- Overdue Payments. If Customer fails to make any payment within ten (10) days from the due date set out in Provider’s invoice, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Provider may suspend Customer’s and its DSPs’ access to any portion or all of the Platform until such amounts are paid in full.
- Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
- Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.
5. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6. Intellectual Property Ownership; Feedback.
- Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers’ own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
- Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
- Feedback. If Customer, its DSPs, or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Provider is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
7. Warranty Disclaimer. THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, DSP’S, CONSUMER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Customer acknowledges that Provider cannot and does not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. Customer is responsible for implementing sufficient procedures and checkpoints to satisfy its and its DSP’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Provider’s Platform or for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CUSTOMER’S OR DSP’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER OR DSP’S USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO CUSTOMER’S OR DSP’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
8. Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any third-party claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any third-party claims based on Customer’s or any DSP’s (i) negligence or willful misconduct; (ii) use of the Platform or Services in a manner not authorized by this Agreement; (iii) use of the Platform or Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Platform or Services not made by Provider, provided that Customer may not settle any third-party claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
9. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT OF GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
10. Monitoring & Enforcement. Provider reserves the right to: (a) disclose Customer’s or DSP’s identity or other information about Customer or DSP to any third party who claims that material posted by Customer or DSP violates their rights, including their intellectual property rights or their rights to privacy; (b) take appropriate legal agaction, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; and/or (c) terminate or suspend Customer’s or DSP’s access to all or part of the Platform for any or no reason, including without limitation, any violation of this Agreement. Without limiting the foregoing, Provider reserves the right to cooperate fully with any law enforcement authorities or court order requesting or directing Provider to disclose the identity or other information of anyone posting any materials on or through the Platform. CUSTOMER WAIVES AND HOLDS HARMLESS PROVIDER AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
11. Term and Termination.
- Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for one (1) year from such date (the “Term“). Thereafter, this Agreement shall automatically renew for successive one (1) year term unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.
- Termination. In addition to any other express termination right set forth in this Agreement:
- Provider may terminate this Agreement at any time, effective on written notice to Customer.
- Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or
- either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
- Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8, 9, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the parties to such address that may be designated by the party giving Notice from time-to-time in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.
- Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epedimics, shut downs, explosion, war, terrorism, invasion, insurrection, rebellion,public disorder, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of [or related to] this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Dublin and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
- Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 5 or, in the case of Customer, Section 2(c), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
- Electronic Signatures. Each party agrees that this agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this agreement or such other documents are the same as handwritten signatures for the purposes of validity enforceability and admissibility.
- Customer Support. Customer should direct any feedback, comments, request for technical or customer support, and other communications relating to the Platform to email@example.com or 614-975-9103. The Platform is operated by Northwoods Consulting Partners, Inc., located at 5200 Rings Road Dublin, OH 43017 United States of America.