Rapid Screen Web Services Agreement

Web Services Agreement:

BY CLICKING THE “I ACCEPT” BUTTON OR OTHERWISE ACCEPTING THIS AGREEMENT THROUGH AN ORDER THAT INCORPORATES THIS AGREEMENT, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “SUBSCRIBER,” “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SOFTWARE PLATFORM OR ACCESS THE SERVICES.

 

SCIVERALENS® LICENSE AND WEB SERVICES AGREEMENT

This License and Web Services Agreement (this “Agreement”) is between Scivera LLC, a Delaware limited liability company (“Scivera”) and the individual or entity that has executed this Agreement (“You”). This Agreement sets forth the terms and conditions that govern your use of any service, product or feature offered under this Agreement.

 

Article I – Definitions

1.01. The following terms and those terms defined elsewhere in this Agreement have the meanings provided and shall be equally applicable to the single and plural forms.

(a) “Content” means the audio and visual information, documents, software, products, outputs, results, reports and services contained or made available to Subscriber in the course of using the Software Platform.

(b) “Hazard Assessment” means the assessment of one or more substances for inherent characteristics that create potential hazards to humans or the environment

(c) “Intellectual Property Rights” means all intellectual property rights, worldwide, arising under statutory or common law, and whether or not perfected, including all: (i) patents and patent applications; (ii) rights associated with works of authorship including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (iii) rights relating to trade secrets and confidential information, including inventions, whether or not patentable; (iv) rights relating to trademark, trade dress, or service mark including any common law rights and any state or federal trademark or service mark applications or registrations; (v) divisions, continuations, renewals, reissues and extensions of any of the foregoing (as and to the extent applicable) now existing, or hereafter filed, issued or acquired; and (vi) any right analogous to those set forth in this definition, and any other proprietary rights relating to intangible property.

(d) “NLM” means the National Library of Medicine.

(e) “Product(s)” means two or more Substances combined to form a finished Product or an intermediary Product or component of a Product.

(f) “Software Platform” means, collectively, both the paid SciveraLENS® RapidScreen service and the SciveraLENS® GoodBOS service.

(g) “Subscriber” means You. The terms Subscriber and You are used interchangeably in this Agreement.

(h) “Substance(s)” means an individual chemical substance or mixture that is recognized as a substance by any one of several authoritative bodies by having been assigned a formal substance registration number such as a CAS RN (Chemical Abstract Service Registry Number) or the like.

(i) “Subscription Fee” means Subscriber’s payment for access to SciveraLENS® RapidScreen.

(j) “Subscription Term” means the period You have access to the Software Platform.

(k) “User(s)” means Subscriber’s employees, representatives, consultants, contractors or agents of Subscriber who are authorized to use the Software Platform.

 

Article II – License Grant

2.01. License. Upon the terms and subject to the conditions set forth in this Agreement, Scivera grants to Subscriber, and Subscriber accepts from Scivera, a non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Software Platform, solely for Subscriber’s internal business operations. Unless specifically authorized, User passwords and other information cannot be shared or used by more than one individual User. All rights not specifically granted herein are reserved by Scivera.

2.02. Updates and Upgrades. To the extent that, during the Subscription Term Scivera updates, upgrades or otherwise modifies the Software Platform, You shall continue to receive access to the Software Platform as updated, upgraded or otherwise modified, in accordance with the terms hereof.

 

Article III – Restrictions

3.01. Restrictions on Use. You shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software Platform or the Content in any way; (b) modify or make derivative works based upon the Software Platform or the Content; (c) create Internet “links” to the Software Platform or “frame” or “mirror” or “scrape” any Content on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Software Platform in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Software Platform, or (iii) copy any ideas, features, functions or graphics of the Software Platform. Further, service bureaus, contractors, consultants, resellers, and other such third parties are not authorized to access the Software Platform.   

3.02. Restrictions of Activities. You may use the Software Platform only for Your internal business purposes and shall not, nor allow Your Users to: (a) interfere with or disrupt the integrity or performance of the Software Platform or the data contained therein; or (b) “scrape” or attempt to gain unauthorized access to the Software Platform or its related systems or networks. For purposes of this Agreement, “internal business purposes” does not include the right to (1) evaluate products on behalf of third parties; (2) use the Software Platform or its Content to provide services or content for hire and/or (3) use the Software Platform to provide services outside of the Subscribers direct business entity or organization; provided that Subscriber may evaluate third party products that are inputs to the products that it manufactures.

3.03. Legal Compliance. For the avoidance of doubt, and notwithstanding any provision to the contrary, Scivera shall at all times during the Subscription Term reserve the right to withhold information or functionality from the Software Platform, require additional information from Subscriber or any of its Users and otherwise delay, postpone, limit or withhold the functionality of the Software Platform and the accompanying Services for as much time as Scivera needs to verify that such activities, information or functionality are, in the specific instance, permitted under applicable law and not violating or breaching any terms of this Agreement.

 

Article IV– Subscriber’s Obligations

4.01. User Accounts. You are responsible for identifying and authenticating all Users, for approving access by such Users to the Software Platform, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. You shall: (a) notify Scivera immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to Scivera immediately, and use reasonable efforts to stop immediately, any copying or distribution of Content that is known or suspected by Subscriber or Subscriber’s Users; and (c) not impersonate another Scivera user or provide false identity information to gain access to or use the Software Platform.

4.02. Provisions Related to NLM. Subject to a licensing agreement between Scivera and NLM, Scivera is required to provide the following notices to all Subscribers:

(a) Unless otherwise prohibited, organizations or institutions may download small amounts of NLM-produced citations for redistribution. For MEDLINE, this is about 1,000 per month or 12,000 records for each year of coverage. For other MEDLARS databases, it is approximately 25% of the records in the file except for AIDSLINE®, AIDSTRIALS, and AIDSDRUGS which may be downloaded in their entirety. Since NLM makes corrections and enhancements to and performs maintenance on these records at least annually, You should plan to replace or correct the records once a year to ensure that they are still correct and searchable as a group.

(b) NLM databases are produced by a U.S. government agency and as such the contents are not covered by copyright domestically. They may be copyrighted outside the U.S. Some NLM produced data is from copyrighted publications of the respective copyright claimants. Users of the NLM databases are solely responsible for compliance with any copyright restrictions and are referred to the publication data appearing in the bibliographic citations, as well as to the copyright notices appearing in the original publications, all of which are incorporated by reference. Users should consult legal counsel before using NLM-produced records to be certain that their plans are in compliance with appropriate laws. All records must be identified as being derived from NLM databases.

(c) The duplication, resale, or redistribution of data obtained under this Agreement must conform to fair use guidelines and U.S. and international copyright law.

 

Article V – Intellectual Property Rights Ownership

5.01. Proprietary to Scivera. Anything in this Agreement to the contrary notwithstanding, the Software Platform, Content and all Intellectual Property Rights therein are proprietary to Scivera and its third party suppliers or licensors, and Scivera and its third party suppliers and licensors, as applicable, retain ownership of all right, title and interest whatsoever in and to the Software Platform, Content and all Intellectual Property Rights therein.

5.02. Feedback and Comments. Any suggestions, feedback, recommendations or other information provided to Scivera by Subscriber or its Users relating to the Software Platform or the Content shall be the property of Scivera and Scivera shall own all right, title and interest in and to the same.

5.03. Trademarks and Logos. The “Scivera” name and all trademarks, logos and product names associated with the Software Platform (including, but not limited to, SciveraLENS®) are trademarks or trade names of Scivera or third parties, and no right or license to the same is granted to You herein.

 

Article VI – Account Information and Data

6.01. Subscriber Data. Scivera does not own any data, information or material that You or Your Users submit to the Software Platform in the course of use (“Subscriber Data”). Scivera shall own any data, information or material that Scivera incorporates into the Software Platform. You, not Scivera, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual Property Rights ownership or right to use of all Subscriber Data, and Scivera shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data. Notwithstanding the foregoing, You and each User hereby grant to Scivera such rights in the Subscriber Data as may be required for Scivera to perform the obligations described herein and to otherwise operate the Software Platform as it may be operated from time to time. Scivera may retain Subscriber Data, aggregate Subscriber Data with other data and retain information entered into the Software Platform with respect to an individual chemical or product in order to perform statistical analyses of chemicals, substances and products entered into the Software Platform by all users, provided, however, that Scivera shall not be permitted to disclose any such Subscriber Data without sufficiently anonymizing Subscriber Data and combining Subscriber Data with other data to reasonably prevent the identification of Subscriber or its products. If this Agreement is terminated (other than by reason of Subscriber’s breach), Scivera will make available to Subscriber a file of the Subscriber Data within thirty (30) days after termination if Subscriber so requests at the time of termination. Scivera reserves the right to withhold, remove and/or discard Subscriber Data without notice for any breach of this Agreement. Upon termination, Subscriber’s right to access or use Subscriber Data immediately ceases, and Scivera shall have no obligation to maintain or forward any Subscriber Data.

 

Article VII – Indemnification

7.01. You shall indemnify and hold Scivera, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of or in connection with a third party claim: (a) alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party; (b) which if true, would constitute a violation by Subscriber of its representations and warranties contained herein; (c) arising from the breach by You or Your Users of this Agreement; (d) arising from any act, error or omission by You or any of Your parent organizations, subsidiaries, affiliates, officers, directors, employees, agents or clients, arising from the performance or nonperformance of any of Your obligations under this Agreement or otherwise; (e) arising out of or related to Your use of the Software Platform, including any claim by Your customer or an end-user of any of Your products or services; or (f) arises out of or relates to use by You of the Software Platform in order to comply with applicable law, including any claim that the Software Platform or the Content contain errors or do not comply with the terms hereof.

7.02. The provisions of this Article VII provide the parties’ exclusive remedy for any infringement claims or damages and shall survive any termination of this Agreement.

 

Article VIII – Price and Payment

8.01. Payment terms. Price, payment, and renewal terms are described on the Scivera website or in your invoice or receipt. Your Subscription Term will automatically renew for the same length unless you choose to cancel prior to that renewal. You will automatically be charged (or be billed, as applicable) at the rates in effect at the time of renewal. Once paid, the Subscription Fee is nonrefundable, except as provided in this Agreement.

 

Article IX– Limited Warranties; Disclaimer of Warranty; Limitation of Liability

9.01. Scivera represents and warrants that it will provide the Software Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Software Platform will perform substantially in accordance with the specification in the Data Requirements under normal use and circumstances as the same may be updated by Scivera from time to time in its sole discretion. NLM represents that the data provided through the Software Platform was formulated with a reasonable standard of care. Except for this representation, and as otherwise specifically provided in this Agreement, NLM makes no representations or warranties, express or implied. This includes, but is not limited to, any implied warranty of merchantability or fitness for a particular purpose, with respect to the NLM databases, and NLM specifically disclaims any such warranties and representations.

9.02. OTHER THAN AS REQUIRED BY LAW OR EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, SCIVERA AND ITS LICENSORS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO SUBSCRIBER ABOUT THE AVAILABILITY, ACCURACY, RELIABILITY, TRUTH, QUALITY, SUITABILITY, COMPLETENESS OR TIMELINESS OF THE SERVICE OR THE CONTENT, OR ABOUT ANY RESULTS TO BE OBTAINED FROM USING THE SOFTWARE PLATFORM, USE OF WHICH IS AT SUBSCRIBER’S OWN RISK. SCIVERA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SOFTWARE PLATFORM WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SOFTWARE PLATFORM WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SOFTWARE PLATFORM OR THE SERVER(S) THAT MAKE THE SOFTWARE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SCIVERA AND ITS LICENSORS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE PLATFORM, THE SERVICES AND THE CONTENT, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF CONDITIONS OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SCIVERA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.

9.03. THE SOFTWARE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SCIVERA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9.04. EXCEPT FOR THE OBLIGATIONS UNDER ARTICLE VII, SUBSCRIBER’S BREACH OF ARTICLE III OR EITHER PARTY’S BREACH OF SECTION 12.01, NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, WHETHER INCURRED AS A RESULT OF NEGLIGENCE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.05. IN NO EVENT SHALL SCIVERA’S CUMULATIVE AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

Article X – Term and Termination

10.01. Term. Access to the Software Platform under this Agreement shall be provided for the Subscription Term, unless earlier suspended or terminated in accordance with the terms of this Agreement. Thereafter, this Agreement will automatically renew for any future Subscription Term unless and until either party provides written notice to the other party of its intention not to renew the Agreement or unless earlier terminated by either party in accordance with this Agreement.

10.02. Termination for Cause. Any breach of Subscriber’s payment obligations or unauthorized use of the Software Platform or Scivera’s Intellectual Property Rights will be deemed a material breach of this Agreement. Scivera, in its sole discretion, may terminate Subscriber’s password, account or limit access to the Software Platform if Subscriber breaches or otherwise fails to comply with this Agreement, and such breach has not been cured within thirty (30) days of notice of such breach. Subscriber agrees and acknowledges that Scivera has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, if Subscriber has materially breached this Agreement, including failure to pay outstanding fees, and such breach has not been cured within thirty (30) days of notice of such breach. In the event of such termination, Subscriber will not receive a refund of any portion of the Subscription Fee.

10.03. Post-termination Procedures. Immediately upon termination of this Agreement, Subscriber’s right to access the Software Platform under this Agreement terminates. Subscriber shall be responsible for maintaining copies of all Subscriber Data and Scivera shall not be required to maintain copies of Subscriber Data during or after the Subscription Term.

10.04. Survival. Article I, Article V, Article VII, Article IX, Section 10.03, Section 10.04 and Article XII shall survive any termination of this Agreement. Notwithstanding the foregoing, termination of this Agreement does not relieve either party of any right or obligation of that party which has accrued prior to termination of this Agreement, or which by the express terms of this Agreement contemplate performance after termination, and those obligations remain in effect until discharged by performance.

 

Article XI – Local Laws and Export Control

11.01. Export Laws. This Software Platform uses technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control and other U.S. agencies. Any User acknowledges and agrees that the Software Platform shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo, or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders.

11.02. Encryption. The Software Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

11.03. Compliance with Law. Scivera makes no representation that the Software Platform is appropriate or available for use in order to enable compliance with laws applicable to the operations of Subscriber, including product safety, consumer protections, environmental impact or other laws applicable to the manufacture, design, production, use, marketing or sale of consumer productions. Subscriber is solely responsible for compliance with all applicable laws. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Software Platform, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

 

Article XII – General.

12.01. Confidentiality. In the event that Scivera and Subscriber have previously entered into an Agreement regarding information confidentiality and that agreement is still effective, that existing agreement shall govern protection of Subscriber Confidential Information. In the event that no agreement exists or is still effective, the following language shall protect Scivera and Subscriber Confidential Information.

By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Scivera and Subscriber each agree to disclose only information that is required for the performance of obligations under this Agreement (“Authorized Use”). Confidential information shall be limited to the Scivera Data including terms and pricing under this Agreement, and Subscriber Data, including chemical identity (common name and CAS Registry Number), unless disclosed to third-parties by Subscriber.

12.02. Non-disclosure. Both parties agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the first date this Agreement goes into effect; however, Scivera will hold your Confidential Information that resides within the Software Platform in confidence for as long as such information resides in the Software Platform. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement.

12.03. Limited Use.  Receiving Party agrees that it will not (a) use the Confidential Information for any purpose other than the Authorized Use or (b) disclose the Confidential Information to any third party other than its Representatives to the extent necessary in connection with the Authorized Use.

12.04. Ownership of Confidential Information.  All Confidential Information will remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any rights or license to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.

12.05. Return of Confidential Information.  The Receiving Party will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request.  At the Disclosing Party’s option, the Receiving Party will provide written certification of its compliance with this Section.

12.06. Representatives.  Receiving Party will be responsible for ensuring that each of its Representatives to whom Confidential Information is disclosed agrees to hold confidential such Confidential Information and complies with the terms of this Agreement regarding its use, return and destruction as if the Representative were a party hereto.  Receiving Party shall be responsible for any breach hereof by its Representatives.

12.07. Notice of Unauthorized Use.  The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party or any of its Representatives.  The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

12.08. Non-Protected Information.  Each Party’s covenant not to use or disclose Confidential Information of the other Party shall not apply to any information disclosed to the extent that any of the following conditions apply:  (a) the information had otherwise become known to the Receiving Party other than through the disclosure by the Disclosing Party or the Disclosing Party’s Representatives or any other source known by the Receiving Party to be under an obligation of confidentiality to Disclosing Party with respect to such information; (b) the information was publicly known prior to the time of such disclosure other than through the disclosure by the Receiving Party; (c) prior to the time of such disclosure, the information became publicly known without breach of this Agreement by the Receiving Party, or (d) the information is discovered or developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

12.09. Required Disclosure.  If Receiving Party or its Representatives become legally compelled (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency with authority over Receiving Party or its Representatives) to disclose any Confidential Information, prompt notice of such fact shall be given to Disclosing Party so that appropriate action (including, without limitation, the seeking of a protective order) may be taken and Receiving Party will cooperate fully with Disclosing Party in contesting such disclosure or in obtaining a protective order.  If Receiving Party is required to make a disclosure under this paragraph, Receiving Party will furnish only that portion of the Confidential Information that is legally required.

12.10. Notice. All notices, requests, demands and other communications under this Agreement must be in writing and must be sent in a manner requiring a signed receipt such as authenticated Internet transmission, authenticated facsimile transmission, Federal Express or like courier delivered, or if mailed, then mailed by Registered or Certified Mail, Return Receipt Requested. Notice is effective upon receipt. Notices shall be sent to the following addresses:

If to Scivera: PO Box 142, Charlottesville, VA 22902-0142 USA

If to Subscriber: Contact information provided on the receipt

A party may change its address for notice by notifying the other party of such address change in accordance with the notice provisions of this Section.

12.11. Entire Agreement; Modification; Counterparts. This Agreement constitutes the entire agreement between Scivera and Subscriber with respect to the subject matter contained herein, and supersedes all prior oral or written communications between Scivera and Subscriber with respect to the subject matter hereof. Scivera, in its absolute and sole discretion, may modify this Agreement at any time by posting the modified Agreement on this page. You should visit this page periodically to identify and understand any changes. By clicking accept and accessing or using the Software Platform, you agree to be bound by the Agreement, as updated or amended from time to time. If you do not agree with this Agreement, please do not use the Software Platform.

12.12. Independent Contractor. Nothing in this Agreement may be construed to create any employment, joint venture, agency, partnership or other relationship. Neither Scivera nor Subscriber, or any of their respective employees, consultants, contractors or agents has any authority to bind the other party. Each party is responsible for its own costs and expenses in executing, implementing and performing under this Agreement, unless otherwise explicitly stated.

12.13. Freedom of Operation. Nothing in this Agreement is intended to, or may be construed to prevent Scivera from entering into similar agreements with other persons or entities to provide access to the Software Platform or other services, even if such persons or entities are or may become competitors of Subscriber.

12.14. Assignment. Subscriber may not assign this Agreement, any rights under this Agreement or delegate any obligations under this Agreement (by operation of law or otherwise) without the prior written consent of Scivera, which consent may be withheld by Scivera in its sole and absolute discretion. Any attempted assignment or delegation by Subscriber of any of its rights or obligations under this Agreement, whether by operation of law or otherwise, is void and will be of no force and effect. Both Scivera and Subscriber may assign this Agreement, any rights under this Agreement or delegate any obligations under this Agreement (by operation of law or otherwise) without each other’s written consent in conjunction with the sale of all or substantially all of their respective assets or business related to this Agreement.

12.15. Invalid Provision. If any part of this Agreement, for any reason, is declared by a court of competent jurisdiction to be invalid or unenforceable, then: (a) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable, will be unaffected; (b) the effect of the ruling will be limited to the jurisdiction of the court making the ruling; (c) the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (d) if the ruling, or the controlling principal of law or equity leading to the ruling is subsequently overruled, modified, or amended by legislative, judicial, or administrative action, then the provision(s) in question as originally set forth in this Agreement will be deemed valid and enforceable to the maximum extent permitted by the new controlling principal of law or equity.

12.16. Governing Law; Venue. This Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The Uniform Computer Information Transactions Act does not apply to this Agreement.

12.17. No Waiver. Any waiver by either party of any breach of any provision of this Agreement is not a waiver of any continuing or succeeding breach of that provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

12.18. Force Majeure. Neither party shall be liable for any failure or delay in performance directly or indirectly caused by any act or omissions beyond its reasonable control. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Software Platform if access is still available.

 

Last updated – September, 15 2017

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