Automate document creation and delivery in minutes with the ONLY solution that runs 100% within your salesforce cloud.##Create documents via click, workflow or batch:##✔Quotes##✔Invoices##✔Proposals##✔Statements##✔Account Summaries##✔Contracts##✔Reports
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Lightning components are building blocks for Salesforce apps. Use global components to build custom apps with tools like Lightning App Builder and Community Builder.Lightning Components
S-Docs Inc is the developer of S-Docs for Salesforce, the only solution that allows Salesforce users to create quotes, contracts, emails, reports and other documents directly on the Salesforce platform without using any third party external services. It's the only 100% Native document generator available for Salesforce.####Native means that S-Docs leverages the world-class force.com platform that is already paid for with existing Salesforce user licenses. Competitors make claims like "you never leave Salesforce", but this doesn't hold true for your data. Not only is S-Docs more secure, faster, more feature-rich and easier to administer, but it's also significantly more cost effective. This is the S-Docs difference, and this is why we have experienced such significant growth with companies turning to S-Docs as the smarter choice.####S-Docs is used by thousands of global subscribers from all industries with a multitude of use cases, but they all share one key theme: The need for a powerful yet easy-to-use native solution. We are proud that they have made us the #1 native document generator and put us in the top 1% of all apps on the Salesforce AppExchange. ####http://www.sdocs.com
Master Subscription Agreement<BR><BR>THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES (“S-Docs”).<BR><BR>IF YOU INSTALLED AND USE THE FREE EDITION (“S-Docs Free”) OF OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT USAGE. <BR><BR>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.<BR><BR>ME2 Systems LLC (“ME2Systems”) provides access to its Web-based application (“S-Docs”) and provides maintenance and support for said applications ("Services"). You subscribe to the Services either (1) on a free trial basis ("S-Docs Free") or (2) for a purchased subscription (“S-Docs 5”, “S-Docs 10” or “S-Docs Unlimited”) indicated on a signed Order Form ("Subscription Term" and collectively with the Free Edition, the "Term"). ME2 Systems LLC desires to provide the Services to You on the terms and conditions set forth in this Agreement by permitting You access to the proprietary ME2 Systems LLC technology used by ME2 Systems LLC to deliver the Services, provided that You accept all the terms in this Agreement.<BR><BR>THIS AGREEMENT IS BETWEEN YOU AND ME2 Systems LLC. THE SERVICES ARE HOSTED FOR ME2 Systems LLC BY SALESFORCE.COM. BY AGREEING TO THESE TERMS YOU ARE ACCEPTING THE SALESFORCE.COM MASTER SUBSCRIPTION AGREEMENT. THESE TERMS CAN BE FOUND IN FULL AT http://www.salesforce.com/company/msa.jsp. ME2 Systems LLC MAKES NO WARRANTY ABOUT THE HOSTING CAPABILITY BY SALESFORCE.COM NOR IS ME2 Systems LLC LIABLE FOR ISSUES THAT ARE A RESULT OF SALESFORCE.COM HOSTING ME2 Systems LLC’s SERVICES.<BR><BR>UNLESS OTHERWISE PROVIDED IN THE AGREEMENT, SERVICES MAY ONLY BE REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF THE END USER WITH THE WRITTEN PERMISSION OF ME2 Systems LLC. COPYING OF CODE OR CONCEPTS IN SERVICES IS EXPRESSLY FORBIDDEN.<BR><BR>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 June 20, 2012. It is effective between You and Us as of the date of You accepting this Agreement.<BR><BR><BR>1. DEFINITIONS<BR>"AppExchange" means the online directory of applications that interoperate with Salesforce.com and includes a listing for Our Services. The AppExchange is located at http://www.salesforce.com/appexchange or at any successor websites.<BR><BR>“Edition” means the specific Software Product of the Service provided by ME2 Systems LLC. The Edition refers to either the free trial Edition: “S-Docs Free”, or a Paid Edition: “S-Docs 5”, “S-Docs 10” and “S-Docs Unlimited”.<BR><BR>"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.<BR><BR>“Org" means the virtual space (instance) provided by Salesforce.com to You that includes all of your salesforce data and applications and is used in connection with Our Services. An Org may reference Your production environment or a developer or test instance (“Sandbox”).<BR><BR>"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial. <BR><BR>"S-Docs" means the Software Product that is provided as a service by ME2 Systems LLC and collectively represents all Editions of the product including “S-Docs Free”, “S-Docs 5”, “S-Docs 10” and/or “S-Docs Unlimited”.<BR><BR>"Services" or “Software Product” means the online, Web-based applications provided by ME2Systems LCC via the AppExchange and/or other designated websites, that are ordered by You as part of a free Edition (“S-Docs Free”) or Purchased Services (“S-Docs 5”, “S-Docs 10” or “S-Docs Unlimited”) under an Order Form, including associated maintenance and support for said applications.<BR><BR>"Subscription Term" is a paid subscription period indicated on a signed Order Form when You can use Services provided by ME2 Systems LLC.<BR><BR>"Term" collectively the Subscription Term and the Trial Period.<BR><BR>"Trial Period" the period in which You use the free Edition of our Services (“S-Docs Free”) that terminates and is superseded by the Subscription Term once an Order Form is signed. You acknowledge that You have had the opportunity to review the Service during the free Trial Period to determine suitability “As Is” prior to making executing a Purchase Order.<BR><BR>"User Guide" means the online user guide for the Services, accessible at http://www.mesystemsllc.com/documentation, as updated from time to time. <BR><BR>"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Each User of Our Service must also have a valid and compatible Salesforce License provisioned in order to use Our Service. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business. <BR><BR>"We," "Us," "Our" or “Licensor” means ME2 Systems LLC.<BR><BR>"You," "Your," or “Licensee” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.<BR><BR><BR>2. SERVICES<BR><BR>2.1. Right to Access Services. Subject to the terms of this Agreement, ME2Systems LCC hereby grants to You, during the Trial Period or the Subscription Term, as applicable, a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with any Order Forms and this Agreement. The Order Form specifies the Fees, the number of Users, the Edition and the Subscription Term. You may use Services solely for Your internal business purposes. You are solely responsible for providing, at Your own expense, all network access, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software, software licenses and other equipment as may be necessary to connect to, access and use the Services. S-Docs (the "Software Product" or “Service”) is licensed, not sold, for use. A license confers no title or ownership in this Software Product and should not be construed as a sale of any rights in this Software Product or source code. <BR><BR>2.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality 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) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) 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, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.<BR><BR>2.3. Users. You may access and use the Services (“S-Docs”) up to the maximum number of Users specified on the Order Form. A prerequisite to accessing S-Docs requires that, during the Term, each User is concurrently provisioned with an active Salesforce that is compatible with our Service. Not all Salesforce license types or Salesforce Editions are compatible with our Service. It is Your responsibility to ensure Your Salesforce users are provisioned correctly with a compatible Salesforce License type. Access to the S-Docs cannot be shared between Salesforce users or Salesforce Orgs. A license to S-Docs may be reassigned from an inactive Salesforce User to an Active Salesforce User during the Term without additional costs. A licensed S-Docs User may access and use the Software Product in all orgs that are linked to Your primary production org (“sandboxes”) without additional cost. If there are Salesforce users in your org who are not actively provisioned for S-Docs, those Salesforce users may be restricted from viewing content created by the S-Docs. If You wish to add additional Users during the Subscription Period, You must submit a new executed Order Form. Upon mutual execution of the terms of a new Order Form, ME2 Systems LLC shall make Services available to the additional Users on the terms and conditions set forth in this Agreement and the executed Order Form. With respect to additional Users: (i) the term will be coterminous with the preexisting Subscription Period; and (ii) You will be responsible for any additional Fees (as defined below) for the additional Users in full for the month in which the new Order Form is approved by ME2 Systems LLC. All users and additional users must be on the same Edition (defined in 2.4) of our Service. <BR><BR>2.4. Usage Limitations and Editions. Services may be subject to o limitations, such as, for example, limits on the number of templates you can create, and, for Services that enable You to integrate to other hosted systems, limits on the ability to integrate to those systems. Any such limitations are specified in the User Guide. ME2 Systems LLC offers several Editions of S-Docs (the “Software Product”) that help govern these limitations. All Editions may contain some feature limitations, usage restrictions or minimum requirements that are set forth at http://www.mesystemsllc.com/editions and these may change at Our sole discretion at any time. All Users and any subsequent additional Users in Your Salesforce Org must be on the same Edition of S-Docs. Paid Editions of the S-Docs will not be subject to any feature changes during the Subscription Term, unless You, at Your discretion, chose to install a new version (“release”) of the Software Product. By installing a new version of an Edition, You agree to be subject to the feature changes and/or new limitations of that Edition at the time of install. Upgrades between Editions are possible but will require a new Order Form. Downgrading between Editions is not possible at any time. “S-Docs Free” is offered during a Trial Period that may be withdrawn or changed by ME2 Systems LLC at any time without notification. <BR><BR>2.5. Support. Support services provided by ME2 Systems LLC in connection with the Services under this Agreement are set forth at http://www.mesystemsllc.com/support/ and are incorporated into this Agreement by this reference. ME2 Systems LLC reserves the right to modify the support services in its reasonable discretion from time to time, which modifications shall become effective upon posting to the above URL.<BR><BR>2.6. Upgrades. Services upgrades and bug-fixes (collectively, “Modifications”) from ME2 Systems LLC, shall be considered a part of the Services and subject to the terms and conditions of this Agreement and Order Forms. For provide Services, You must run Services that are with 12 months of the most recent Version of the Service that is made available on the AppExchange. ME2 Systems LLC makes no promise on future upgrade availability, suitability or backward compatibility. ME2Systems LLC shall not have any obligation to provide maintenance, support, updates, enhancements or modifications thereto. Notwithstanding, ME2 Systems LLC may make an upgraded version of the Software Product available during the Licensee’s Active License Term, the Licensee is entitled to test and use such upgrades of the Software Product at the Licensee’s discretion and Licensee risk without incurring any additional licensing costs. Licensee accepts and assumes any and all risks associated with any upgrades including but not limited to interoperability and compatibility. <BR><BR><BR>3. FEES AND PAYMENT FOR PURCHASED SERVICES<BR><BR>3.1 Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. All Fees will be billed in advance on an annual basis and are due within thirty (30) days after receipt of invoice, unless otherwise agreed to in the Order Form. There is no charge for the use of the Services during the Trial Period. You shall provide ME2 Systems LLC complete, accurate and up-to-date billing and contact information at all times.<BR><BR>3.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 4.2 (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 Order Form. If the 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 Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.<BR><BR>3.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such 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, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.2 (Invoicing and Payment). You shall reimburse ME2 Systems LLC for all expenses (including reasonable attorneys’ fees) incurred by ME2 Systems LLC to collect any amount that is not paid when due.<BR><BR>3.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to You. <BR><BR>3.5. Payment Disputes. We shall not exercise Our rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. <BR><BR>3.6. Taxes. Unless otherwise stated, Our fees do not include any 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.<BR><BR><BR>4. TERM AND TERMINATION <BR><BR>4.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period. The Trial Period may be terminated by Me2 Systems LLC at any time without the consent of or notification to the Licensee.<BR><BR>4.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable 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 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 We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.<BR><BR>4.3. 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. <BR><BR>4.4. 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 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. <BR><BR>4.5. Surviving Provisions. Section 2 (Services), 4 (Term and Termination), 6 (Proprietary Rights), 7 (Limited Liability), 8 (Warranty), 9 (Contracting Parties, Notices, Governing Law, Jurisdiction and Venue), 10 (Mutual Indemnification), 11 (Severability) and 12 (General Provisions) shall survive any termination or expiration of this Agreement.<BR><BR><BR>5. NON-ME2 SYSTEMS LLC PROVIDERS<BR><BR>5.1. Acquisition of Non-ME2 Systems LLC Products and Services. We or third parties may from time to time make available to You (e.g., through the AppExchange) third-party products or services, including but not limited to Non ME2 Systems LLC Applications and implementation, customization and other consulting services. Any acquisition by You of such non-ME2 Systems LLC products or services, and any exchange of data between You and any non-ME2 Systems LLC provider, is solely between You and the applicable ME2 Systems LLC provider. We do not warrant or support non-ME2 Systems LLC products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. Subject to Section 5.3 (Integration with Non- ME2 Systems LLC Services), no purchase of non-ME2 Systems LLC products or services is required to use the Services except a supported Salesforce.com user license, supported computing device, supported operating system, supported web browser and Internet connection.<BR><BR>5.2. Non- ME2 Systems LLC Applications and Your Data. If You install or enable Non- ME2 Systems LLC Applications for use with Services, You acknowledge that We may allow providers of those Non- ME2 Systems LLC Applications to access Your Data as required for the interoperation of such Non- ME2 Systems LLC Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non ME2 Systems LLC Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non- ME2 Systems LLC Applications for use with the Services. <BR><BR>5.3. Integration with Non- ME2 Systems LLC Services. The Services may contain features designed to interoperate with Non- ME2 Systems LLC Applications (e.g., Salesforce applications, Google applications). To use such features, You may be required to obtain access to such Non- ME2 Systems LLC Applications from their providers. If the provider of any such Non- ME2 Systems LLC Application ceases to make the Non ME2 Systems LLC Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.<BR><BR><BR>6. PROPRIETARY RIGHTS<BR><BR>6.1. Reservation of Rights in Services. 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. <BR><BR>6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (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. <BR><BR>6.3. Your Templates and Code. If You, a third party acting on Your behalf, or a User creates Templates or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such templates and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We also acquire the right, title and interest from You or Your licensors to reuse, sub-license or resell such property under this Agreement, including any intellectual property rights therein.<BR><BR><BR>7. LIMITED LIABILITY<BR>LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH ME2 SYSTEMS LLC IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR OR ASSUMPTION BY ME2SYSTEMS LLC OF THE RISK OF LICENSEE\'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE\'S USE OR LOSS OF USE OF THE SOFTWARE PRODUCT . ACCORDINGLY, LICENSEE AGREES THAT ME2SYSTEMS LLC SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHETHER FORESEEN OR UNFORESEEN OR WHETHER OR NOT ME2 SYSTEMS LLC HAD NOTICE OF SAME, ARISING OUT OF THE LICENSING OR USE OR LOSS OF USE OF THE SOFTWARE PRODUCT. The Licensee agrees that ME2 Systems LLC shall not be responsible for ANY losses in connection to the Software Product including, but not limited to, loss of data, corruption of ANY data, losses due to security breaches even when shown to be caused by the software, loss of Product Software functionality or employee productivity. <BR><BR><BR>8. WARRANTY<BR>The Licensee has been given the opportunity to install and test the Software Product and is satisfied with the Software Product "AS IS". Me2Systems LLC has made no promise nor is there any expectation that the Software Product is capable of or will be capable of performing anything over and above what has already been accepted by the Licensee. The Licensee acknowledges and assumes the risk of outages and future incompatibilities may arise between the Software Product and any dependent or independent computer applications, platforms or systems, and assumes all risk that any such dependencies could affect the Software Product in unintended, undesirable ways or render the Software Product inoperable. Technologies provided by third party vendors including, but not limited to, Salesforce, Microsoft, Adobe, and Google may introduce changes that have unintended consequences and results in the Software Product becoming unusable. Licensee assumes all such risk. ME2 Systems LLC DOES NOT WARRANT THAT SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.<BR><BR><BR>9. CONTRACTING PARTIES, NOTICES, GOVERNING LAW, JURISDICTION AND VENUE. <BR><BR>9.1. General. You are contracting with ME2 Systems LLC a New York Limited Liability Corporation. Notices should be addressed to ME2 Systems LLC, 360 W 22nd ST, 10E, New York, N.Y. 10011. The governing law is New York State and controlling United States federal law.<BR><BR>9.2. Notices. 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). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.<BR><BR>9.3. Agreement to Governing Law and Jurisdiction. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York. The New York State courts of New York County, New York (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of New York) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts. <BR><BR>9.4. 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.<BR><BR><BR>10. MUTUAL INDEMNIFICATION<BR><BR>10.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding 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 (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. <BR><BR>10.2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. <BR><BR>10.3. 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.<BR><BR><BR>11. SEVERABILITY<BR><BR>If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.<BR><BR><BR>12. GENERAL PROVISIONS<BR><BR>12.1. 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. <BR><BR>12.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.<BR><BR>By signing, You validly entered into this Agreement and warrant that You have the legal power to do so.