DOCPACE Subscription Agreement

Last Modified: March 14, 2024

This Subscription Agreement (this "Agreement") is a binding contract between you, the Practice named on the DOCPACE form ("Customer," "you," or "your") and DOCPACE, Inc. ("DOCPACE", "we", "our", or "us").  DOCPACE and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

THIS AGREEMENT TAKES EFFECT WHEN YOU EXECUTE THE QUOTE (AS DEFINED BELOW) (the "Effective Date").  BY EXECUTING THE QUOTE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1.     Definitions.  Capitalized Terms that are not otherwise defined in this Agreement shall have the meanings given to them in the Terms of Use.

"Authorized Users" means Customer's Providers and Patients (i) who are authorized to access and use the Subscription Services under the rights granted to Customer pursuant to this Agreement and the Quote and (ii) for whom access to the Subscription Services has been purchased hereunder.

"Company IP" means the Services, Documentation, and all intellectual property including but not limited to U.S. Pat. No. 11282041 (and any continuations or divisional applications thereof) used in connection with the foregoing.  For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from our monitoring of users' access to or use of the Services but does not include your Personal Information.

"Customer Data" means all Customer records, documents, and other information, including, but not limited to, all of Customer's Provider information, Patient information, billing information, and any Customer's Patient's Protected Health Information (as defined under HIPAA). It does not include Aggregated Statistics.

"DOCPACE Parties" means DOCPACE and our affiliates, licensors, service providers, consultants, directors, officers, employees, and agents.

"Quote" means the documentation outlining the access details to the Subscription Services as requested by Customer with DOCPACE, subject to all of terms and conditions accepted by Customer as set forth in the Quote and otherwise in this Agreement.

"Privacy Policy" means our Privacy Policy, as may be amended from time to time, located at https://www.docpace.com/privacy-policy.

"Services" means the "Services" provided by DOCPACE as such term is defined in our Terms of Use.

"Subscription Services" mean the Services that are available only through payment of a fee and pursuant to this Agreement and Quote.

"Subscription Term" means the term set forth in the applicable Quote for Subscription Services and includes any renewal or extension of the term.

"Terms of Use" means our Terms of Use and Service, as may be amended from time to time, located at https://www.docpace.com/termsofservice.

2.     Access and Use.

a.     Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, our Terms of Use, and our Privacy Policy, we hereby grant you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Subscription Services during the Subscription Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal business operations. We shall provide to Customer and/or Authorized Users the necessary network links or connections to allow Authorized Users to access the Subscription Services.

b.     Documentation License. Subject to the terms and conditions contained in this Agreement, DOCPACE hereby grants you a revocable, non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Subscription Term solely for your internal business purposes in connection with use of the Subscription Services.

c.     Reservation of Rights. DOCPACE reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.  DOCPACE reserves the right, in our sole discretion, to make any changes to the Subscription Services that it deems necessary or useful to maintain or enhance the Subscription Services or to comply with applicable law.

d.     Suspension. Notwithstanding anything to the contrary in this Agreement, DOCPACE may temporarily suspend Customer's or any Authorized User's access to any portion or all of the Subscription Services if: (i) we reasonably determine that (A) there is a threat or attack on any of the Company IP; (B) Customer's or any Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any of our other customers or vendors; (C) Customer or any Authorized User uses the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) our provision of the Subscription Services to Customer or any Authorized User is prohibited by applicable law; (ii) any of our vendors have suspended or terminated our access to or use of any third-party services or products required to enable Customer to access the Subscription Services; (iii) in accordance with Section 5 (Fees & Payment); or (iv) we believe, in our sole discretion, that you or any Authorized User has used the Subscription Services in violation of this Agreement, the Terms of Use, Privacy Policy, or applicable law (any such suspension described in subclause (i), (ii), (iii), or (iv), a "Service Suspension"). DOCPACE shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Subscription Services following any Service Suspension. DOCPACE shall use commercially reasonable efforts to resume providing access to the Subscription Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. DOCPACE will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

e.     Terms of Use & Privacy Policy. In addition to this Agreement, our Terms of Use and Privacy Policy govern your access to and use of the Subscription Services.  You acknowledge that you have reviewed and accept our Terms of Use and Privacy Policy.

3.     Customer Responsibilities.

(a)     Use Restrictions. Customer shall not use the Subscription Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized User to violate the Terms of Use, including, without limitation, the provisions of Section 13 thereof, restricting unlawful and prohibited use of the Services.

(b)     Account Use.  Customer is responsible and liable for all uses of the Subscription Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Subscription Services, and shall cause Authorized Users to comply with such provisions.

(c)     Compliance with Laws and Data Privacy.  The Parties agree to comply with all applicable laws, rules, and regulations with respect to the Subscription Services, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the federal Standard for Privacy of Individually Identifiable Health Information ("Privacy Rule") and the federal Standard for Security of Electronic Protected Health Information (“Security Rule”) under HIPAA. Further, contemporaneously herewith, the Parties have entered into a Business Associate Agreement.

4.     Support & Training.  The access rights granted hereunder entitle Customer and Authorized Users to the support services described in the Terms of Use for the duration of the Subscription Term.  Additionally, Customer can arrange for DOCPACE to provide training on using the Subscription Services.

5.     Fees & Payment.  Customer shall provide DOCPACE its billing information and preferred payment method for payment of the fees as described on the applicable Quote in US dollars ("Fees") when Customer approves and executes the Quote, authorizing DOCPACE to automatically charge Customer’s preferred method of payment beginning on the Effective Date of the Subscription Term and to automatically charge Customer’s preferred method of payment every thirty (30) days thereafter, or as otherwise set forth in the Quote, without offset or deduction, unless Customer provides written notice of termination or cancellation at least seven (7) business days prior to the expiration of then current Subscription Term as described in Section 11(a) or the Quote, respectively. Customer is solely responsible for providing DOCPACE with its most current billing information and preferred payment method. If any auto-charge is declined or otherwise unsuccessful due to no fault of DOCPACE, without limiting our other rights and remedies: (a) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days or more, we may suspend Customer's or Authorized Users' access to any portion or all of the Subscription Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on our income.

6.     Confidential Information. From time to time during the Subscription Term, one Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving Party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7.     Intellectual Property Ownership; Feedback.

(a)     Ownership. As between the Parties, Customer acknowledges that we own all right, title, and interest, including all intellectual property rights, in and to the Company IP, and we acknowledge that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data.

(b)     License. Customer hereby grants to DOCPACE a non-exclusive, royalty-free, worldwide license to access, reproduce, distribute, disclose, store, de-identify, or otherwise use Customer Data for the purposes of (i) providing the Subscription Services to Customer; (ii) analyzing and improving the Subscription Services and Services, generally; (iii) and compiling Aggregated Statistics (defined below).

(c)     Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, we shall have the right to collect and analyze data and information concerning Customer's and Authorized Users' use of the Subscription Services and to derive further data and information from such use in an aggregated and anonymized manner to compile statistics, metrics, insights, trend data about the Subscription Services ("Aggregated Statistics"). As between DOCPACE and Customer, all right, title, and interest, including all intellectual property rights, in Aggregated Statistics belong to and are retained solely by DOCPACE. You acknowledge that we may compile Aggregated Statistics based on Customer Data input into the Subscription Services. You agree that DOCPACE may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information or Authorized Users.

(d)     Feedback.  If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

8.     Warranty Disclaimer.  You understand that we cannot and do not guarantee or warrant that files that you or your Authorized Users access from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our Subscription Services for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER OR DEVICE, OR ITS EQUIPMENT, PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL, DUE TO YOUR USE OF THE Services OR ANY ITEMS OBTAINED THEREFROM.

YOUR USE OF THE SERVICES, INCLUDING ITS CONTENT, SOFTWARE, OR PRODUCTS, AND ANY ITEMS OBTAINED THEREFROM, IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE DOCPACE PARTIES DO NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, THE DOCPACE PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE DOCPACE PARTIES DO NOT warrant or guarantee seamless, perfect, or accurate integration of any services or items obtained through the Services with any third party programs or services.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.     Indemnification.  You agree to defend, indemnify, and hold harmless the DOCPACE Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your or any of your Authorized User's: (i) negligence, willful misconduct, or failure to use the Subscription Services in accordance with this Agreement, the Terms of Use, or the Privacy Policy; or (ii) use of the Subscription Services in violation of any rights of a third party or any applicable laws, rules, or regulations.  We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.

10.  Limitations of Liability.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE DOCPACE PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DOCPACE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DOCPACE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DOCPACE UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100,000, WHICHEVER IS LESS.

11.  Term and Termination.

(a)   Term. The term of this Agreement begins on the Effective Date and continues until the Subscription Term has expired, unless earlier terminated pursuant to this Agreement.  The Subscription Term shall be as specified on the Quote.  Except as otherwise specified on the Quote, the Subscription Term will automatically renew for successive periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either Party gives the other written notice at least seven (7) business days before the end of the then-current Subscription Term.

(b)   Termination. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement for any reason upon thirty (30) days' advance written notice; or (ii) DOCPACE may terminate this Agreement and your access to the Subscription Services at any time, effective immediately upon written notice to Customer, if we believe, in our sole discretion, that you or any Authorized User has used the Subscription Services in violation of this Agreement, the Terms of Use, Privacy Policy, or applicable law.

(c)   Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Subscription Services. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees and payment obligations that have accrued or become due before such expiration or termination or entitle Customer to any refund. Additionally, in either case, there shall be no refund or proration of the Fees which have been paid for the month.

(d)   Survival. This Section 11(d), Sections 5, 6, 9, 10, 13, 14, and 15 and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

12.  Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective upon posting on  https://docpace.live/. We will endeavor to notify you of modifications by email and/or pop-up. Nevertheless, you are expected and agree to check the aforementioned webpage from time to time so that you are aware of changes, as such changes are binding on you. Your or your Authorized Users' continued use of the Subscription Services after the effective date of the modifications will be deemed acceptance of the modified terms.

13.  Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

14.  Dispute Resolution; Submission to Jurisdiction.

The Parties agree that any and all causes of action, claims, or disputes at law or equity that have arisen, or may arise, between you and the DOCPACE Parties that relate in any way to or arise out of this Agreement or the Subscription Services, your or your Authorized User's use of or access to the Subscription Services, the actions of the DOCPACE Parties, or any products or services sold, offered, or purchased through the Subscription Services ("Claims") will be resolved in accordance with the provisions set forth in this section.

You agree that all Claims shall be resolved exclusively through final and binding arbitration in accordance with the rules of the American Arbitration Association.  All arbitration proceedings shall take place only in New Orleans, Louisiana.  An arbitrator can award damages that do not conflict with this Agreement.  The arbitrator's award shall be final, and judgment may be entered upon it in any court of competent jurisdiction.  Any court of competent jurisdiction may review an arbitration award.  This agreement to arbitrate shall survive termination of this Agreement.

In the event that your agreement to arbitrate above is found not to apply to you or to a particular Claim, you agree that all Claims shall be instituted exclusively in the federal courts of the United States or the courts of the State of Louisiana in each case located in Orleans Parish.  You hereby consent to the exclusive jurisdiction and venue of courts in Louisiana in for all such Claims and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  If any Claim proceeds in court, the Parties waive any right to a jury trial.

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED OR PUTATIVE CLASS, OR COLLECTIVE, REPRESENTATIVE, AND/OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

Notwithstanding anything herein to the contrary, we may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of our or our licensors' intellectual property rights.

In the event that any legal or equitable action or proceeding arises out of or concerns this Agreement, we shall be entitled to recover our court or arbitration costs and reasonable attorney's fees from you. However, if any applicable law, regulation, or rule requires the reciprocity of attorney's fees, no Party shall be entitled to recover attorney's fees, and both parties forfeit any right to recover attorneys' fees.

ANY CLAIM THAT YOU MAY HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OTHERWISE SUCH CLAIM IS PERMANENTLY BARRED.

15.  Miscellaneous.

Entire Agreement.  This Agreement, together with our Terms of Use, our Privacy Policy, the Business Associate Agreement, and any applicable Quote, all of which are incorporated by reference, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. To the extent that this Agreement and the Quote conflict, the terms of the Quote shall govern. To the extent that this Agreement and the Terms of Use or Privacy Policy conflict, this Agreement shall govern. To the extent that this Agreement and the Business Associate Agreement conflict, the Business Associate Agreement shall govern with respect to privacy matters and this Agreement shall govern with respect to all other matters.

Notices.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and be sent to our corporate headquarters address at 111 Veterans Memorial Blvd, Suite 250, Metairie, Louisiana 70005 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications by email or facsimile from us.  These electronic communications may include notices about Fees and other payments, transactional information, and other information concerning or related to the Subscription Services and this Agreement. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Force Majeure.  In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for delays, errors, failures to perform, interruptions, or disruptions in performing its obligations under this Agreement (except for any obligations to make payments) caused by any circumstances beyond such Party's reasonable control, whether or not foreseeable or identified, including but not limited to acts of God, flood, fire, earthquake, power failure, severe weather, pandemic or epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Severability. In the event that any one or more of the provisions of this Agreement shall be determined by an arbitrator, arbitration panel or court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of this Agreement shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity, or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

No Waiver. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Assignment.  This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.