Master Subscription Agreement

Advologix.com LLC Master Subscription Agreement for
AdvoLogix Matter Management ISV and OEM Versions

AdvoLogix.com ISV Master Subscription Agreement here

AdvoLogix.com OEM Master Subscription Agreement here

AdvoLogix.com ISV Master Subscription Agreement (05-10-2023)

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND ONGOING USE OF THE SERVICES PROVIDED BY ADVOLOGIX.COM LLC.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS 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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You MAY NOT access the Services if You are OUR DIRECT COMPETITOR except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on May 21, 2019. It is effective between You and Us as of the date of You accepting this Agreement by the actions stated above or returning a signed copy of this Agreement without changes.

  1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“AppExchange” means the online directory of applications that interoperate with the Services, located at  http://www.salesforce.com/appexchange or at any successor websites.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Purchased Services” means Services that You or Your Affiliates purchase under a Service Order Form.

“Service Order Form” means the agreements for purchases hereunder, including addenda thereto, that are signed by You and Us from time to time. Service Order Forms shall be deemed incorporated herein by reference.  

“Services” means Advologix Matter Management, the online, Web-based applications and platform provided by Us via http://www.salesforce.com and/or other designated websites as described in the User Guide, that are ordered by You as part of a 30-day free trial or under a Service Order Form, including associated offline components but excluding Third Party Applications.

“SFDC” means SalesForce.com, Inc. and its affiliates.

“SFDC Platform License” means a Lightning Platform Starter License or similarly sufficient or greater license purchased from SFDC or that is capable of executing the AdvoLogix Matter Management application and supporting the Services as configured under the applicable Services Order Form.  

“Shared Orgs” means a SFDC instance where there exists Purchased Services that were acquired directly from Advologix and an SFDC Platform License acquired directly from SFDC.

“Support” is Our provided technical services staff, online manuals, email communications and videos that are available to provide with assistance in troubleshooting and correcting actual or potential software malfunctions.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.

“User Guide” means the online user guide for the Services, accessible via http://help.advologix.com/ , as updated from time to time. You acknowledge that You have had the opportunity to review the User Guide during the 30-day free trial described in Section 2 (30-Day Free Trial) below.

“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

“We”, “Us” or “Our” means the Advologix.com LLC company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the entity or individual who accepts this Agreement and its Affiliates. 

“Your Data” means all documents and data (including metadata that relates to that data), in any form, that You provide to Us, or that is created, generated, placed in, stored in, accessed or retrieved by using the Purchased Services.

  1. PURCHASED SERVICES

2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Service Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2. User Subscriptions. Unless otherwise specified in the applicable Service Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added in accordance with Section 6.1, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

3.2 Services Definition. Services are defined by license type and product and are listed on the Service Order Form. This document defines the Purchased Services, the number of User subscriptions, and periodic fees associated with the use of these Purchased Services.

2.3 All Purchased Services include Support for the subscription term. Support is defined in the Advologix Matter Management Support Guide at http://help.advologix.com/.

  1. USE OF THE SERVICES

3.1 Our Responsibilities. We shall: (i) provide to You basic Support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

3.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) sell, resell, rent or lease the Services, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (e) attempt to gain unauthorized access to the Services or their related systems or networks.

3.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

3.3.1 SFDC License Restrictions. The Advologix Purchased Services run on SFDC Platform Licenses.  To the extent that the Services Order Form does not reflect a purchase of the SFDC Platform Licenses, You represent that you own the necessary SFDC Platform Licenses on which the Purchase Services are run and You acknowledge and agree that You are solely responsible for maintaining appropriate SFDC Platform Licenses from SFDC when Advologix Purchased Services are combined with an existing SFDC instance (a “Shared Org”). Advologix accepts no liability for Your license compliance regarding SFDC Platform Licenses in any way for out of license compliance issues related to SFDC Platform Licenses that may arise when using the Purchased Services in a Shared Org. YOU MUST MAINTAIN ADEQUATE DATA STORAGE AND FILE STORAGE UNDER YOUR SFDC PLATFORM LICENSES TO STORE YOUR DATA AND FILES. IF YOU EXCEED YOUR DATA OR FILE STORAGE LIMITS YOU MAY BE REQUIRED TO PURCHASE MORE DATA OR FILE STORAGE OR DECREASE YOUR DATA OR FILE USAGE BY REMOVING DATA OR FILES FROM YOUR SALESFORCE INSTANCE.

  1. THIRD-PARTY PROVIDERS

4.1.  Acquisition of Third-Party Products and Services. We may offer Third-Party Applications for sale under Service Order Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. No purchase of third-party products or services is required to use the Services.

4.2. Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.

  1. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. User Fees. You shall pay all fees specified in all Advologix Service Order Forms which are subject to this Agreement. Except as otherwise specified herein or in an Advologix Service Order Form: (i) fees are quoted and payable in United States dollars (USD) (ii) fees are based on services purchased and not actual usage except as otherwise provided in the applicable Service Order and (iii) payment obligations are non-cancelable and fees paid are non-refundable. The number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Service Order Form. User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the subsequent monthly periods remaining in the subscription term 6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order. If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Service Order Form. If the Service Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Service Order Form.  We will use reasonable efforts to ensure that Invoices are addressed in accordance with Your instructions and contain details of the Services provided and the period to which the invoices relate.  Invoiced charges are due within 30 days of receipt of an undisputed invoice. You are responsible for maintaining complete and accurate billing and contact information for Services.

5.3. Overdue Charges. If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), then at Our discretion, (a) such charges may accrue  interest at the rate of 1.0%  per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Service Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

5.4. Charges 30 or More Days Overdue. If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, suspend service entirely until such amounts are paid in full.6.5. Not used.

5.5. Taxes. Our fees do not include  taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

  1. PROPRIETARY RIGHTS

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in a Service Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest (including all intellectual property rights) in and to all of Your Data.

6.4. Suggestions. We have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

6.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

  1. CONFIDENTIALITY, DATA AND PRIVACY

7.1. Definition of Confidential Information. As used herein, “Confidential Information” means all information disclosed by a party ( “Disclosing Party”) to the other party ( “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Service Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who and who are bound by policy or agreement to treat this information as confidential.

7.3.  Personnel to comply.  We will ensure that each of our employees, contractors and agents who have access to Your Confidential Information are aware of and comply with Our confidentiality, privacy and security obligations under this Agreement.

7.4.  Return of Confidential Information.  Subject to Section 11.5, We will return to You any copies of Your Confidential Information upon expiry or termination of this Agreement or, if earlier, when We no longer require Your Confidential Information in order to provide the Services, unless We are required to keep the information for record-keeping purposes, in which case the obligations of confidence in this Agreement continue to apply to that Confidential Information. 

7.5. Protection of Your Data. Without limiting any other provision of this Agreement, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.6 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access or use Your Data except to the extent necessary provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.  If at any time We suspect that Your Data has or may become lost, destroyed or corrupted in any way for any reason whilst in Our (or our sub-contractor’s) possession or control, then We will shall immediately notify You and inform You of the remedial action We propose to take.  

7.6. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.  

  1. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the User Guide, (ii) subject to Section 5.3 (Google Services), the functionality of the Services will not be materially decreased during a subscription term, (iii) the Services will be maintained to operate in the current Salesforce platform (iv) We will use commercially reasonable efforts to not transmit any Malicious Code to You and (v) We have an effective agreement with SFDC that enables us to provide You with access to the Purchased Services in the manner contemplated by this Agreement provided that You have the required properly licensed SFDC Platform Licenses. 

8.2. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  1. MUTUAL INDEMNIFICATION

9.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against You and for reasonable attorney’s fees incurred by You in connection with any such Claim provided that You: (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim; and (c) provide to Us all reasonable assistance, at Our expense.

9.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

9.3. Exclusive Remedy. This Section 10 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

  1. LIMITATION OF LIABILITY AND INSURANCE

10.1. Limitation of Liability. EXCEPT IN RESPECT OF (A) BREACH OF SECTION 7, (B) OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, or (C) INFRINGEMENT, OR AN ALLEGED INFRINGEMENT, OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY PERSON, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE GREATER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

10.2. Exclusion of Consequential and Related Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.3. Insurance.  On and from the date of this Agreement and for at least the duration of this Agreement, We will maintain (i) Errors and Omissions Insurance covering professional services wrongful act, data privacy wrongful act and network wrongful act in the total coverage amount of $1,000,000 for each act and in the aggregate; (ii) Employee Practices Liability insurance in the coverage amounts of $1,000,000 each act and in the aggregate; and (iii) Workers’ compensation and employer’s liability coverage in the amount of $2,000,000 for each incident or disease and in the aggregate. 

  1. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement and the executed Service Order Form have expired or been terminated. 11.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Service Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Service Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 (thirty) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless agreed in writing between the parties.

11.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes insolvent or ceases to do business.

11.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Service Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.5. Return of Your Data. If you have a valid SFDC License, You have the ability to download your data at any time on a regular basis. It is your obligation to download and backup your data using the standard facilities of the SFDC platform no later than 7 days prior to the effective data of termination or expiry of a Purchased Services subscription. We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

11.6. Surviving Provisions. Section 6 (Fees and Payment for Purchased Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 12.5 (Return of Your Data), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

  1. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

12.1. General. 

You are contracting with:

Advologix.com LLC
4771 Sweetwater Blvd., Suite 101
Sugar Land, TX 77479 Texas

Company Contact:
Jonathan J. Reed
email: jreed@advologix.com
Fax: 1-888-898-2386

12.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.

12.3. Agreement to Governing Law and Jurisdiction. The laws of the State of Texas and the federal laws of the United States of America apply to this Agreement, and the parties submit to the non-exclusive jurisdiction of the Courts of Ft. Bend County, Texas.

12.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

  1. GENERAL PROVISIONS

13.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

13.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

13.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 6.2 (Invoicing and Payment)

13.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Service Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Service Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Service Order Form, the terms of such exhibit, addendum or Service Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Service Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

[OPTIONAL SIGNATURE PAGE]

AGREED AND ACCEPTED THIS ___ DAY OF ____________________, 2019.

ADVOLOGIX.COM LLC [CUSTOMER NAME]

 

BY: BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

AdvoLogix OEM Master Subscription Agreement (05-10-2023)

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER’S PURCHASE AND ONGOING USE OF THE SERVICES PROVIDED BY ADVOLOGIX.COM LLC (“ADVOLOGIX”).  SERVICES PROVIDED BY SALESFORCE.COM INC (“SFDC”) ARE GOVERNED BY THE SFDC TERMS SET FORTH AT https://tinyl.io/5T5W.

IF CUSTOMER IS TAKING A TRIAL, THEN THIS AGREEMENT ALSO GOVERNS THE TRIAL USAGE OF THE SERVICES PROVIDED BY ADVOLOGIX AND SFDC.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE OR BY EXECUTING A SERVICE ORDER AGREEMENT THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

CUSTOMER MAY NOT ACCESS THE SERVICES IF IT IS ADVOLOGIX’ DIRECT COMPETITOR EXCEPT WITH PRIOR WRITTEN CONSENT. IN ADDITION, CUSTOMER MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE, OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

This Agreement was last updated on January 24, 2022. It is effective between CUSTOMER, ADVOLOGIX and, where applicable, SFDC as of the date CUSTOMER accepts this Agreement.

  1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“AppExchange” means the online directory of applications that interoperate with the Services, located at  http://www.salesforce.com/appexchange/apps or at any successor websites.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.

“Service Order Agreement” means the agreements for purchases of Services hereunder, including addenda thereto, that are signed or electronically accepted by CUSTOMER and ADVOLOGIX from time to time. Service Order Agreements shall be deemed incorporated herein by reference.

“Shared Orgs” means a SFDC instance where there exists Purchased Services that were acquired directly from both SFDC and ADVOLOGIX.

“Purchased Services” means Services that CUSTOMER or its Affiliates purchase under a Service Order Agreement, as distinguished from those provided pursuant to a 30-day free trial.

“Services” means the online, Web-based applications and platform provided by ADVOLOGIX  via http://www.salesforce.com and/or other designated websites as described in the User Guide, that are ordered  as part of a 30-day free trial or under a Service Order Agreement, including associated offline components but excluding Third Party Applications.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.

“User Guide” means the online user guide for the Services, accessible via http://AdvoLogixpm.screenstepslive.com/s/1905, as updated from time to time. CUSTOMER acknowledges that it has had the opportunity to review the User Guide.

“Support” is ADVOLOGIX provided technical services staff, online manuals, email communications and videos that are available to provide with assistance in troubleshooting and correcting potential software malfunctions.

“Users” means individuals who are authorized by CUSTOMER to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by CUSTOMER (or by ADVOLOGIX at CUSTOMER’s request). Users may include but are not limited to CUSTOMER’s employees, consultants, contractors, and agents; or third parties with which CUSTOMER transacts business.

“ADVOLOGIX” means the AdvoLogix.com LLC company described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“CUSTOMER”  means the individual, company or other legal entity for which the signatory or authorized representative  is accepting this Agreement, and Affiliates of that individual, company or entity.  

“CUSTOMER Data” means all electronic data or information submitted by CUSTOMER to the Purchased Services.

  1. PURCHASED SERVICES

2.1. Provision of Purchased Services. ADVOLOGIX shall make the Purchased Services available to CUSTOMER pursuant to this Agreement and the relevant Service Order Agreements during a subscription term. CUSTOMER agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by ADVOLOGIX regarding future functionality or features.

2.2. User Subscriptions. Unless otherwise specified in the applicable Service Order Agreement, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

2.2 Services Definition. Services are defined by license type and product and are listed on the ADVOLOGIX Service Order Agreement. This document defines the Purchased Services, the number of User Subscriptions, and periodic fees associated with the use of these Purchased Services.

2.3 All Purchased Services are purchased on a 12-month, 1 year or annual term basis. All subscriptions automatically renew upon the 12-month anniversary of date of purchase as documented by the ADVOLOGIX Service Order Agreement. All Purchased Services include Support for the term of the Purchased Services Subscription. Support is defined in the AdvoLogix Matter Management Support Guide  at https://AdvoLogixpm.screenstepslive.com/s/1905/m/7681.

  1. USE OF THE SERVICES

3.1 ADVOLOGIX Responsibilities. ADVOLOGIX shall: (i) provide basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which ADVOLOGIX shall give at least 8 hours’ notice via the Purchased Services and shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond ADVOLOGIX’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

3.2. Customer Responsibilities. CUSTOMER shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of CUSTOMER Data and of the means by which CUSTOMER acquired CUSTOMER Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify ADVOLOGIX promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. CUSTOMER shall not (a) sell, resell, rent or lease the Services, (b) use the Services to store or transmit infringing, libelous, or otherwise harmful, illegal, unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (e) attempt to gain unauthorized access to the Services or their related systems or networks.

3.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls permitted to be made against ADVOLOGIX’ application programming interface, and, for Services that enable CUSTOMER to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Services provide real-time information to enable CUSTOMER to monitor its compliance with such limitations.

3.3.1 SFDC License Restrictions. The ADVOLOGIX Purchased Services run on SFDC Platform Licenses. These SFDC Platform Licenses are to be used for the purpose of supporting the ADVOLOGIX Purchased Services. In addition, you will be provided a full function SFDC License to administer CUSTOMER’s ADVOLOGIX Purchased Services for every 50 seats of ADVOLOGIX Purchased Services. CUSTOMER CANNOT and DOES NOT have the contractual rights under this agreement to utilize the Campaigns, Leads, Opportunities, or Cases (support cases) or other CRM objects inherent in the SFDC Platform license system without obtaining appropriate licensing for these from SALESFOCE. In addition, to create Custom SFDC Objects, CUSTOMER must have a license that provides it the contractual rights to create Custom SFDC Objects. Please contact Sales@AdvoLogix.com to obtain licenses that will allow the creation of SFDC Custom Objects. In addition, CUSTOMER is solely responsible for maintaining appropriate licensing from SFDC when ADVOLOGIX Purchased Services are combined with an existing SFDC instance (Shared Orgs). If you have an existing SFDC org and plan on utilizing ADVOLOGIX Purchased Services, it is important that CUSTOMER confirm with SFDC that it is appropriately licensed. ADVOLOGIX cannot and is not liable in any way for any out of license compliance issues that may arise in Shared Orgs using an unlicensed or under-licensed SFDC instance.

3.3.2 Salesforce Storage Restrictions. For Data Storage, each CUSTOMER of ADVOLOGIX Purchased Services is allocated either 10 (ten) GB or a per-user limit, whichever is greater. For example, an ADVOLOGIX Purchased Services CUSTOMER with 20 users receives 10 GB because 20 users multiplied by 20 MB per user is 400 MB, which is less than the 10 GB minimum. An ADVOLOGIX Purchased Services CUSTOMER with 1000 users receives more than the 10 GB minimum because 1000 users multiplied by 20 MB per user is 20 GB. For File Storage, each ADVOLOGIX Purchased Services CUSTOMER is allocated a per-user limit multiplied by the number of users in the organization plus a per organization allocation of 11 GB. For example, an ADVOLOGIX Purchased Services CUSTOMER with 600 users receives 1,211 GB of file storage, or 2 GB per user multiplied by 600 users plus 11 GB. CUSTOMER MUST MAINTAIN ADEQUATE DATA STORAGE AND FILE STORAGE TO STORE ITS DATA AND FILES. IF CUSTOMER EXCEEDS ITS DATA OR FILE STORAGE LIMITS CUSTOMER MUST PURCHASE MORE DATA OR FILE STORAGE OR DECREASE ITS DATA OR FILE STORAGE USAGE BY REMOVING DATA OR FILES FROM CUSTOMER’S SFDC INSTANCE.

  1. THIRD-PARTY PROVIDERS

4.1. SFDC Service Terms of Use

4.1.1. Use of SFDC Service.

(a) Each User subscription to the ADVOLOGIX Purchased Services shall entitle one User to use the SFDC Service via the Purchased Services, subject to these SFDC Service Terms of Use and the Master Services Agreement terms set forth at https://tinyl.io/5T5W together with any other terms required by ADVOLOGIX. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with CUSTOMER or otherwise changed job status or function and no longer require use of the Service). For clarity, CUSTOMER’s subscription to use the ADVOLOGIX Purchased Services hereunder does not include a subscription to use the full functionality of the SFDC Service. If CUSTOMER wishes to use the SFDC Service or any of its functionalities or services, or to create or use additional custom objects beyond those which appear in the ADVOLOGIX Purchased Services, CUSTOMER must have contracted with ADVOLOGIX for a version which allows the creation of the necessary number of custom objects as defined in its implementation plan. In the event CUSTOMER’s access to the ADVOLOGIX Purchased Services provides CUSTOMER with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess to the functionality described in the ADVOLOGIX Purchased Services user guide, and CUSTOMER has not separately subscribed under a written contract with SFDC for such access, then CUSTOMER agrees to not access and use such functionality, and CUSTOMER agrees that its use of such functionality, or its creation or use of additional custom objects in the ADVOLOGIX Purchased Services beyond that which appears in the ADVOLOGIX Purchased Systems in the form that it has been provided to CUSTOMER by ADVOLOGIX without specific rights to create custom objects, would be a material breach of this Agreement.

(b) Notwithstanding any access CUSTOMER may have to the SFDC Platform or the SFDC Service via the ADVOLOGIX Purchased Services, ADVOLOGIX is the sole provider of the ADVOLOGIX Purchased Services and CUSTOMER is entering into a contractual relationship solely with ADVOLOGIX. In the event that ADVOLOGIX ceases operations or otherwise ceases or fails to provide the Purchased Services, SFDC has no obligation to provide the ADVOLOGIX Purchased Services or to refund any fees paid by CUSTOMER to ADVOLOGIX.

(c) CUSTOMER (i) is responsible for all activities occurring under its User accounts; (ii) are responsible for the content of all CUSTOMER Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the SFDC Platform and the SFDC Service, and shall notify ADVOLOGIX or SFDC promptly of any such unauthorized use it becomes aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the SFDC Platform and the SFDC Service.

(d) CUSTOMER shall use the SFDC Platform and the SFDC Service solely for its internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the SFDC Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by these SFDC Service Terms of Use; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the SFDC Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the SFDC Platform or the SFDC Service or its related systems or networks.

(e) CUSTOMER shall not (i) modify, copy or create derivative works based on the SFDC Platform or the SFDC Service; (ii) frame or mirror any content forming part of the SFDC Platform or the SFDC Service, other than on its own intranets or otherwise for its own internal business purposes; (iii) reverse engineer the SFDC Platform or the SFDC Service; or (iv) access the SFDC Platform or the SFDC Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the SFDC Platform or the SFDC Service.

4.1.2. Third-Party Providers. ADVOLOGIC and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the SFDC Platform, the SFDC Service, and/or the ADVOLOGIX Purchased Services, including implementation, customization and other consulting services related to customers’ use of the SFDC Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the SFDC Platform, SFDC Service, and/or the ADVOLOGIX Purchased Services, such as by exchanging data with the SFDC Platform, the SFDC Service, and/or the ADVOLOGIX Purchased Services, or by offering additional functionality within the user interface of the SFDC Platform, the SFDC Service, and/or the ADVOLOGIX Purchased Services through use of the SFDC Platform and/or SFDC Service’s application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the ADVOLOGIX Purchased Services or any other product or service of ADVOLOGIX, whether such products or services are designated by SFDC as “certified,” “validated” or otherwise. Any exchange of data or other interaction between CUSTOMER and a third-party provider, including but not limited to the ADVOLOGIX Purchased Services, and any purchase by CUSTOMER of any product or service offered by such third-party provider, including but not limited to the ADVOLOGIX Purchased Services, is solely between CUSTOMER and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the SFDC Platform or SFDC Service) may be offered by SFDC or ADVOLOGIX to CUSTOMER, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by CUSTOMER in connection with a separate purchase by CUSTOMER of such additional functionality. CUSTOMER’s use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of these SFDC Service Terms of Use.

4.1.3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title, and interest in and to the SFDC Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to CUSTOMER hereunder other than as expressly set forth in these SFDC Service Terms of Use. The SFDC Platform and the SFDC Service is deemed SFDC confidential information, and CUSTOMER will not use it or disclose it to any third party except as permitted in these SFDC Service Terms of Use.

4.1.4. Compelled Disclosure. If either CUSTOMER, ADVOLOGIX or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

4.1.5. Suggestions. CUSTOMER agrees that SFDC shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by CUSTOMER or its Users relating to the operation of the SFDC Platform and/or the SFDC Service.

4.1.6. Termination. CUSTOMER’s use of the SFDC Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of these SFDC Service Terms of Use by CUSTOMER or any of its Users, (b) the termination or expiration of ADVOLOGIX’ agreement with SFDC pursuant to which ADVOLOGIX is providing the SFDC Platform licenses as part of the ADVOLOGIX Purchased Services to You, and/or (c) a breach by ADVOLOGIX of its obligations to SFDC with respect to the subscriptions it is providing to CUSTOMER in connection with these SFDC Service Terms of Use.

4.1.7. Subscriptions Non-Cancelable. Subscriptions for the SFDC Platform and the SFDC Service are non-cancelable during a subscription term, unless otherwise specified in CUSTOMER’s agreement with ADVOLOGIX.

4.1.8. Data Storage. The SFDC Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional charge as specified in Section 3.3.2 above. Contact ADVOLOGIX for additional information. Additional SFDC storage may be available for purchase from ADVOLOGIX.

4.1.9. No Warranty. ADVOLOGIX AND SFDC MAKE NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE SFDC PLATFORM, THE SFDC SERVICE, AND/OR THE ADVOLOGIX PURCHASED SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SFDC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ADVOLOGIX PURCHASED SERVICES. SFDC DOES NOT REPRESENT OR WARRANT THAT (A) THE ADVOLOGIX PURCHASED SERVICES WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH THE SFDC SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) THE ADVOLOGIX PURCHASED SERVICES, THE SFDC PLATFORM OR THE SFDC SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE ADVOLOGIX PURCHASED SERVICES WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN THE ADVOLOGIX PURCHASED SERVICES, THE SFDC PLATFORM, OR THE SFDC SERVICE WILL BE CORRECTED, OR (E) THE ADVOLOGIX PURCHASED SERVICES OR THE SYSTEMS USED BY ADVOLOGIX TO MAKE ITS PURCHASED SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SFDC PLATFORM AND THE SFDC SERVICE IS PROVIDED STRICTLY ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ADVOLOGIX PURCHASED SERVICES AND THE SFDC SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

4.1.10. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO CUSTOMER OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.1.11. Further Contact. SFDC may contact CUSTOMER regarding new SFDC service features and offerings.

4.1.12. Google Programs and Services. SFDC Platform or SFDC Service features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the SFDC Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such features without entitling CUSTOMER or ADVOLOGIC to any refund, credit, or other compensation.

4.1.13. Third Party Beneficiary. SFDC shall be a third-party beneficiary to the agreement between CUSTOMER and ADVOLOGIX solely as it relates to these SFDC Service Terms of Use.

4.2. Acquisition of Third-Party Products and Services. ADVOLOGIX may offer Third-Party Applications for sale under Service Order Agreements. Any other acquisition by CUSTOMER of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between CUSTOMER and any third-party provider, is solely between CUSTOMER and the applicable third-party provider. ADVOLOGIX does not warrant or support third-party products or services, whether they are designated by ADVOLOGIX as “certified” or otherwise, except as specified in a Service Order Agreement. No purchase of third-party products or services is required to use the Purchased Services.

4.3. Third-Party Applications and CUSTOMER Data. If CUSTOMER installs or enables Third-Party Applications for use with the Purchased Services, Customer acknowledges that ADVOLOGIX may allow providers of those Third-Party Applications to access CUSTOMER Data as required for the interoperation of such Third-Party Applications with the Purchased Services. ASDVOLOGIX shall not be responsible for any disclosure, modification, or deletion of CUSTOMER Data resulting from any such access by Third-Party Application providers. The Purchased Services shall allow CUSTOMER to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Purchased Services.

4.4. Third-Party Product Specific Services. CUSTOMER’s deployed solution may include solutions that depend on a service platform other than the SFDC Platform. Use of these products may involve movement of CUSTOMER Data to and from these third-party services platforms across the Internet using secure methods. Third party service platforms can include Amazon Web Services (AWS) and other stand-alone service platforms. It is CUSTOMER’s responsibility to ensure CUSTOMER Data is controlled to meet CUSTOMER’s security guidelines based on the totality of CUSTOMER’s deployed solution for its organization. ADVOLOGIX will provide any relevant security information that is publicly available for all environments on which CUSTOMER’s deployed solution operates with the ADVOLOGIX Purchased Services. 

  1. FEES AND PAYMENT 

5.1 Fees. CUSTOMER will pay all fees specified in Service Order Agreements and related invoices. Except as otherwise specified herein or in a Service Order Agreement, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 

5.2 Invoicing and Payment. CUSTOMER will provide ADVOLOGIX with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to ADVOLOGIX. If CUSTOMER provides credit card information to ADVOLOGIX, CUSTOMER authorizes ADVOLOGIX to charge such credit card for all Purchased Services listed in the Service Order Agreement for the initial subscription term and any renewal subscription term(s) as set forth in the Section 11.2 “Term of Purchased Subscriptions” below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Service Order Agreement. If the Service Order Agreement specifies that payment will be by a method other than a credit card, ADVOLOGIX will invoice CUSTOMER in advance and otherwise in accordance with the relevant Service Order Agreement. Unless otherwise stated in the Service Order Agreement, invoiced fees are due net 30 days from the invoice date. CUSTOMER is responsible for providing complete and accurate billing and contact information to ADVOLOGIX and notifying ADVOLOGIX of any changes to such information. 

5.3 Overdue Charges. If any invoiced amount is not received by ADVOLOGIX by the due date, then without limiting ADVOLOGIX’s rights or remedies, 

(a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or 

(b) ADVOLOGIX may condition future subscription renewals and Service Order Agreements on payment terms shorter than those specified in the “Invoicing and Payment” section above. 

5.4 Suspension of Service and Acceleration. If any charge owed by CUSTOMER under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts CUSTOMER has authorized ADVOLOGIX to charge to its credit card), ADVOLOGIX may, without limiting its other rights and remedies, accelerate CUSTOMER’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that  ADVOLOGIX will give notice before suspending services to You unless CUSTOMER’s payment by credit card or direct debit has been declined.

5.5 Taxes. ADVOLOGIX’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). CUSTOMER is responsible for paying all Taxes associated with its purchases hereunder. If ADVOLOGIX has the legal obligation to pay or collect Taxes for which CUSTOMER is responsible under this section, ADVOLOGIX will invoice CUSTOMER and CUSTOMER will pay that amount unless CUSTOMER provides ADVOLOGIX with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ADVOLOGIX is solely responsible for taxes assessable against it based on its income, property, and employees. 

  1. PROPRIETARY RIGHTS

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, ADVOLOGIX reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to CUSTOMER hereunder other than as expressly set forth herein.

6.2. Restrictions. CUSTOMER shall not (i) permit any third party to access the Services except as permitted herein or in a Service Order Agreement, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on CUSTOMER’s own intranets or otherwise for its own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Ownership of CUSTOMER Data. As between ADVOLOGIX and CUSTOMER, CUSTOMER exclusively owns all rights, title, and interest in and to all CUSTOMER Data.

6.4. Suggestions. ADVOLOGIX shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by CUSTOMER, including Users, relating to the operation of the Services.

6.5. Federal Government End Use Provisions. ADVOLOGIX provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with ADVOLOGIX to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

  1. CONFIDENTIALITY

7.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. CUSTOMER Confidential Information shall include CUSTOMER Data; ADVOLOGIX Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Service Order Agreements, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than CUSTOMER Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Protection of Your Data. Without limiting the above, ADVOLOGIX shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of CUSTOMER Data. ADVOLOGIX shall not (a) modify CUSTOMER Data, (b) disclose CUSTOMER Data except as compelled by law in accordance with Section 7.4 (Compelled Disclosure) or as expressly permitted in writing by CUSTOMER, or (c) access CUSTOMER Data except to provide the Services or prevent or address service or technical problems, or at CUSTOMER request in connection with customer support matters.

7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

  1. WARRANTIES AND DISCLAIMERS

8.1. Warranties. ADVOLOGIX warrants that (i) the Services shall perform materially in accordance with the User Guide, (ii) subject to Section 4.1.12 (Google Services), the functionality of the Services will not be materially decreased during a subscription term, and (iii) the Services will be maintained to operate in the current SFDC Platform. For any breach of either such warranty, CUSTOMER’s exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.

8.2. Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  1. MUTUAL INDEMNIFICATION

9.1. Indemnification by ADVOLOGIX. ADVOLOGIX shall defend CUSTOMER against any claim, demand, suit, or proceeding (“Claim”) made or brought against CUSTOMER by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify CUSTOMER for any damages finally awarded against, and for reasonable attorney’s fees incurred by, CUSTOMER in connection with any such Claim; provided, that CUSTOMER (a) promptly give ADVOLOGIX written notice of the Claim; (b) give ADVOLOGIX sole control of the defense and settlement of the Claim (provided that ADVOLOGIX may not settle any Claim unless the settlement unconditionally releases CUSTOMER of all liability); and (c) provide to ADVOLOGIX all reasonable assistance, at ADVOLOGIX’ expense.

9.2. Indemnification by CUSTOMER. CUSTOMER shall defend ADVOLOGIX against any Claim made or brought against ADVOLOGIX by a third party alleging that CUSTOMER Data, or CUSTOMER’s use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify ADVOLOGIX for any damages finally awarded against, and for reasonable attorney’s fees incurred by, ADVOLOGIX in connection with any such Claim; provided, that ADVOLOGIX (a) promptly give CUSTOMER written notice of the Claim; (b) give CUSTOMER sole control of the defense and settlement of the Claim (provided that CUSTOMER may not settle any Claim unless the settlement unconditionally release ADVOLOGIX of all liability); and (c) provide to CUSTOMER all reasonable assistance, at ADVOLOGIX’ expense.

9.3. Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

  1. LIMITATION OF LIABILITY

10.1. Limitation of Liability. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).

10.2. Exclusion of Consequential and Related Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  1. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the date CUSTOMER accepts it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If CUSTOMER elects to use the Services for a 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period.

11.2. Term of Purchased User Subscriptions. User subscriptions purchased by CUSTOMER commence on the start date specified in the applicable Service Order Agreement and continue for the subscription term specified therein. Except as otherwise specified in the applicable Service Order Agreement, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 (thirty) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless ADVOLOGIX has given CUSTOMER written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

11.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.4. Refund or Payment upon Termination. Upon any termination for cause by CUSTOMER, ADVOLOGIX shall refund CUSTOMER any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by ADVOLOGIX, CUSTOMER shall pay any unpaid fees covering the remainder of the term of all Service Order Agreements after the effective date of termination. In no event shall any termination relieve CUSTOMER of the obligation to pay any fees payable to ADVOLOGIX for the period prior to the effective date of termination.

11.5. Return of CUSTOMER Data. Upon request by CUSTOMER made within 30 days prior to the effective date of termination of a Purchased Services subscription, ADVOLOGIX will make available to CUSTOMER instructions for CUSTOMER to create and download file of CUSTOMER Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, ADVOLOGIX shall have no obligation to maintain or provide any CUSTOMER Data and shall thereafter, unless legally prohibited, delete all of CUSTOMER Data in ADVOLOGIX’ systems or otherwise in ADVOLOGIX’ possession or under ADVOLOGIX control.

11.6. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of Your Data), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

  1. WHO CUSTOMER IS CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

12.1. General. Who CUSTOMER is contracting with under this Agreement, who CUSTOMER should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depend on where CUSTOMER is domiciled.

You are contracting with:

AdvoLogix.com LLC
4771 Sweetwater Blvd., Suite 101
Sugar Land, TX 77479 Texas

Company Contact:
Jonathan J. Reed
email: jreed@AdvoLogix.com
Fax: 1-888-898-2386

12.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to CUSTOMER shall be addressed to the system administrator designated by CUSTOMER for its relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by CUSTOMER.

12.3. Agreement to Governing Law and Jurisdiction. Each party agrees to Texas or the state where CUSTOMER’s primary office is located as the applicable governing law above without regard to choice of law or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts thereof.

12.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

  1. GENERAL PROVISIONS

13.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) CUSTOMER shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition, or restriction.

13.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

13.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.6. Attorney Fees. CUSTOMER shall pay on demand all of ADVOLOGIX’ reasonable attorney fees and other costs incurred by ADVOLOGIX to collect any fees or charges due ADVOLOGIX under this Agreement following CUSTOMER’s breach of Section 5.2 (Invoicing and Payment)

13.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Service Order Agreements), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, ADVOLOGIX shall refund to CUSTOMER any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Service Order Agreements, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Service Order Agreement, the terms of such exhibit, addendum or Service Order Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in CUSTOMER’s purchase order or other order documentation (excluding Service Order Agreements) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

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