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SpringCM Subscription Agreement
This SpringCM Subscription Agreement (this "Agreement") sets forth the terms and conditions pursuant to which SpringCM Inc. ("SpringCM," "we," or "us"), provides services to an individual customer ("Customer" or "you"). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY AFFECT YOUR RIGHTS AND LIMIT OUR LIABILITY.
2.1.Description. SpringCM will provide or cause to be provided to Customer the online services, which may or may not include offline components, professional services and consulting services, as indicated in the applicable Customer Order or Subscription (the "Services"), in accordance with the specific instructions and descriptions set forth in such Customer Order or Subscription, which Services may include (but may not necessarily be limited to): (i) Inbound and outbound fax provisioning (ii) Document scanning and keyword indexing; (iii) Custom report development; and (iv) Integration with legacy systems or other professional services.
3. LICENSE GRANT / PERMITTED USE
3.1.License Grant. SpringCM hereby grants Customer a limited, non-exclusive, non-transferable license to use the Services indicated in the applicable Customer Order Form subject to the restrictions and limitations specified in such Customer Order Form and the terms of this Agreement, solely for Customer's legitimate internal business purposes during the Term (as defined in Section 7.1). All rights not expressly granted to you are reserved by SpringCM and its licensors.
3.2.Permitted Use. Customer may permit no more than the maximum number of users' login IDs as specified in the applicable Customer Order Form with respect to the Services. Customer shall assign one Super Administrator and one or more User Administrators to each Customer account. In addition, Customer may designate, subject to the limits set forth in the applicable Customer Order Form, permitted individuals as Full Subscribers, Limited Subscribers and Guest Users. Each individual assigned to one of these roles (i.e., Super Administrator, User Administrator, Full Subscriber, Limited Subscriber and Guest User (collectively, "Users")) shall be counted against the maximum number of users' login IDs. Customer may change the persons designated as the Super Administrator or User Administrator(s), reallocate and reassign Full Subscribers and Limited Subscribers, delete and add Guest Users as necessary from time to time, as indicated in the Customer Order Form or through the Services as set forth in Section 4.2 below. User login IDs cannot be shared or used by more than one User and any assignment by Customer of more individuals to these roles (i.e., User Administrators, Full Subscribers, Limited Subscribers and Guest Users) than the maximum number of users' login IDs described above shall be deemed to constitute Customer's provisioning of such additional number pursuant to Section 4.2 below and will be billed accordingly. You are responsible for all activity under your account and shall notify SpringCM immediately of any unauthorized use of any password or any other suspected breach of security. Customer acknowledges that SpringCM shall assume that anyone accessing the Services using a login or other ID assigned to Customer is, or is acting on behalf of, Customer.
3.3Prohibited Conduct. Except as expressly permitted by this Agreement or an executed reseller agreement or solutions partner agreement, Customer shall not, directly or indirectly, without the express, prior written consent of SpringCM: (i) use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, or transfer any of the Services; (ii) merge any Services or any portion thereof with any other program or materials or services; (iii) reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any or any other compiled software provided or made available by SpringCM hereunder; (iv) adapt, translate, localize, port, or otherwise modify any of the Services or any other compiled software provided or made available by SpringCM hereunder; (v) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in the Services or any other materials provided or made available by SpringCM hereunder; and (vi) knowingly permit any other person or entity to engage in any of the foregoing conduct. To the extent that the Parties expressly contemplate in the applicable Customer Order Form or executed reseller or solutions partner agreement that Customer may resell or redistribute the Services to clients of Customer ("Clients"), then the foregoing shall not preclude such use; provided that (i) such exception shall be only to the extent of the permitted resell or redistribution rights expressly set forth in the applicable Customer Order Form or reseller or solutions partner agreement, (ii) all such Clients of Customer agree to be bound by the terms and conditions of this Agreement, and (iii) Customer is responsible for any use of the Services and other act or omissions hereunder of such Clients of Customer.
3.4Appropriate Use. SpringCM provides the Services for your use in legitimate business pursuits and the Services should not be used to: (i) send spam via fax or email in violation of applicable laws; (ii) store, send, or provide access to obscene materials; (iii) store, send or provide access to materials that would infringe upon the copyright or trademark or other intellectual property of a third party.
4. FEES AND PAYMENT
4.1.Fees. Customer shall pay SpringCM the fees specified in all applicable Customer Order Forms (the "Fees") for the Order Terms. Unless expressly provided otherwise in the applicable Customer Order Form, SpringCM may increase the Fees to the rates then made generally available by SpringCM at the conclusion of the Order Terms, provided SpringCM will give written notice of any price increase thirty (30) days prior to the end of the applicable Order Term. With respect to any additional Customer Order Forms that increase the number of Subscriptions Customer has to a Service for which there is an existing Customer Order Form, the Fees for such new Customer Order Forms shall be at the same pricing as the initial Customer Order Form, pro-rated so as to have the same renewal date for such new Customer Order Forms as the initial Customer Order Form. SpringCM shall invoice Customer, or automatically charge the credit card specified by Customer, for such Fees in accordance with the payment schedule indicated in such Customer Order Form. Fees are due and payable within thirty (30) days after the date of the applicable invoice or the due date otherwise indicated in the applicable Customer Order Form. Customer must report any errors or discrepancies in any SpringCM invoice within thirty (30) days after the date of such invoice or such invoice will be deemed correct and payable by Customer in accordance herewith. Any payment or portion thereof due and not received by SpringCM within forty-five (45) days after the applicable due date shall bear an additional charge of one and one-half percent (1.5%) per month (or the maximum rate permissible under applicable law, whichever is less) from the date due until the date such payment is actually received by SpringCM and SpringCM reserves the right to suspend use of the Services by Customer until all Fees due are paid in full. Except as expressly provided herein, all Fees are nonrefundable and payment obligations cannot be canceled for any part of the Order Term, regardless of actual usage.
4.2.Authorization for the addition of Services.. Customer acknowledges and agrees that the Super Administrator and the User Administrators for any applicable Customer Order Forms may change the maximum number of users' login IDs associated with such Customer Order Forms, or add additional features or increase the level of current features in the Services for the same, by contacting SpringCM's customer services group or through electronic means as part of the Services. Any such increase in the maximum number of users' login IDs, or addition of services, by Customer pursuant to this Section 4.2 shall be deemed to constitute an amendment to such Customer Order Form to reflect such changes. Customer acknowledges that SpringCM shall assume that anyone requesting such a change identifying as, or making use of the login or other ID assigned to, the Super Administrator or User Administrators is, or is acting on behalf of, Customer.
4.3.Taxes. Fees do not include, and Customer shall pay, all applicable sales, use, and other taxes imposed in connection with this Agreement, or the Services.
5. PROPRIETARY RIGHTS
5.1.Ownership. The Services (including any offline components) provided to Customer by SpringCM hereunder (including, but not limited to, all computer software (whether in source code, object code, or other form), databases, indexing, search, and retrieval methods and routines, hypertext markup language ("HTML") code, active server pages ("ASP"), intranet pages, and similar materials) constitute the valuable intellectual property and proprietary material of SpringCM and its licensors and are protected by applicable intellectual property laws of the United States and other countries. Except for the rights expressly granted to Customer in this Agreement, all Services provided under this Agreement, all modifications, compilations, and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto, are and shall remain the property of SpringCM and its respective licensors.
The Services, and the other materials that are provided or disclosed by SpringCM in connection with this Agreement contain confidential and proprietary information of SpringCM and its licensors that is not in the public domain, that is of commercial value to SpringCM and others because of it not being generally known, and which is the subject of efforts reasonable under the circumstances to maintain its secrecy or confidentiality (collectively, "Confidential Information," and including, but not limited to, technical and non-technical data, marketing and promotional information, software programs and code (regardless of form or language), methods, techniques, strategies, processes, customer and supplier lists, trade secrets, distribution methods, and pricing and financial data relating to SpringCM or the Services). Customer may use Confidential Information only as necessary and appropriate to utilize the benefit of the Services, in accordance with this Agreement. Customer shall hold all such information in strict confidence and shall at all times use at least a reasonable standard of care to maintain the confidentiality thereof. Customer's obligations with respect to Confidential Information, as set forth in this Section 6, shall continue in force and effect for a period of five (5) years after termination or expiration of this Agreement or, with respect to such portions of such Confidential Information that constitute trade secrets under applicable law, for so long as such trade secret status is maintained.
7. TERM AND TERMINATION
7.1.Term. The term of this Agreement (the "Term") shall commence on the start date of the Order Term of the initial Customer Order Form and shall continue until all Order Terms have expired or have been terminated. The term for a Subscription under a given Customer Order Form (the "Order Term") shall commence on the start date specified in the applicable Customer Order Form and continue for the period specified therein, unless earlier terminated in accordance with this Section 7.
7.2.AUTOMATIC RENEWAL. UNLESS AND UNTIL TERMINATED BY EITHER PARTY PURSUANT TO SECTION 7.3, OR EITHER PARTY PROVIDES WRITTEN NOTICE OF NON-RENEWAL TO THE OTHER PARTY AT LEAST THIRTY (30) DAYS PRIOR TO THE SCHEDULED EXPIRATION OF THE THEN-CURRENT ORDER TERM, EACH ORDER TERM SHALL AUTOMATICALLY RENEW AND BE EXTENDED UPON ITS EXPIRATION (REGARDLESS OF WHETHER PREVIOUSLY RENEWED OR EXTENDED) FOR THE SAME LENGTH AS THE ORIGINAL ORDER TERM PURSUANT TO THE CUSTOMER ORDER FORM. THE TERMS APPLICABLE TO ANY SUCH RENEWAL OR EXTENSION SHALL BE THE SAME AS THOSE SET FORTH HEREIN AND IN THE APPLICABLE CUSTOMER ORDER FORM, EXCEPT THAT, UNLESS EXPRESSLY PROVIDED OTHERWISE IN THE APPLICABLE CUSTOMER ORDER FORM, THE FEES APPLICABLE TO SUCH RENEWAL OR EXTENSION SHALL BE AT THE RATES THEN MADE GENERALLY AVAILABLE BY SPRINGCM. SPRINGCM WILL PROVIDE WRITTEN NOTICE OF ANY PRICING INCREASE AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE THEN CURRENT ORDER TERM.
7.3.Termination. Either Party may terminate this Agreement or a Customer Order Form immediately and without penalty by sending written notice to the other Party, describing in reasonable detail the reason for such termination, in the event that the other Party breaches any material term or condition hereof and, if such breach is curable, fails to cure such breach within thirty (30) days after being provided written notice thereof by the other Party (except with regard to a breach by Customer with regard to its payment obligations hereunder, in which case the applicable cure period shall be only fifteen (15) days). All rights and licenses granted herein to Customer to access and use the Services shall automatically terminate and be revoked. Either Party may, at its option, terminate this Agreement or a given Customer Order Form immediately upon written notice to the other Party in the event (i) that the other Party becomes insolvent or unable to pay its debts when due; (ii) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) the other Party discontinues its business; or (iv) a receiver is appointed or there is an assignment for the benefit of such other Party's creditors.
8.1.Services. SpringCM warrants the Services will perform in a competent and workmanlike manner, in accordance with standards common and prevalent in the industry. As Customer's sole and exclusive remedy for a claimed breach of this limited warranty: (i) if Customer notifies SpringCM, in writing and in reasonable detail, of the nature and extent of such failure within thirty (30) days after the initial provisioning of the Services, SpringCM shall re-perform or cure any portion of such Services that fail to satisfy the foregoing limited warranty; or (ii) if, after being provided with notice as described in the foregoing clause (i), SpringCM determines, in its sole discretion, that it is unable to re-perform or cure the Services in a manner that complies with such warranty through the exercise of commercially reasonable efforts, SpringCM will refund to Customer the fees paid for such portion of the Services during the immediately preceding thirty (30) days.
8.2.Power and Authority. Customer represents that it is financially solvent and that it has the requisite legal and corporate power, right, and authority to enter into this Agreement, to grant the rights it purports to grant hereunder, and to perform its duties and fulfill its obligations hereunder.
8.3.Accuracy of Information. Customer represents that all information provided to SpringCM in connection with this Agreement is, and warrants that all information provided to SpringCM hereunder shall be, true, complete, and correct in all material respects, to the best of Customer's ability, knowledge, and belief. If the contact and registration information you have provided is false or fraudulent, SpringCM reserves the right to immediately terminate your access to the Services.
9.1.DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1: (I) SPRINGCM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT; (II) THE SERVICES ARE PROVIDED BY SPRINGCM ON AN "AS-IS" BASIS, WITHOUT ANY FURTHER WARRANTIES OF ANY KIND; AND (III) SPRINGCM DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES PROVIDED BY SPRINGCM OR ITS CONTRACTORS OR AGENTS IN CONNECTION WITH THIS AGREEMENT, ARE OR WILL NECESSARILY ALWAYS BE COMPLETELY ACCURATE, CURRENT, OR COMPLETE, CONTINUOUSLY AVAILABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH CUSTOMER OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM. SPRINGCM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, OTHER THAN THOSE SET FORTH IN SECTION 8.1 INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES THAT MIGHT ARISE THROUGH USAGE OF TRADE OR CUSTOM, COURSE OF DEALING, AND COURSE OF PERFORMANCE.
10. LIMITATIONS OF LIABILITY
10.1.EXCLUSIONS. NEITHER SPRINGCM, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, CO-BRANDERS, AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH PERSONS AND ENTITIES AS LISTED HERETOFORE IN THIS SENTENCE, COLLECTIVELY, THE "SPRINGCM ASSOCIATES"), SHALL BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (I) CUSTOMER'S USE OR NON-USE, OR CUSTOMER'S RELIANCE ON OR FAILURE TO RELY ON, THE SERVICES PROVIDED OR MADE AVAILABLE BY SPRINGCM OR ITS CONTRACTORS IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, THE "SPRINGCM MATERIALS"); OR (II) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN, BY CUSTOMER OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, USE OF ANY SPRINGCM MATERIALS. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL THE SPRINGCM ASSOCIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE OR DOWNTIME OF FACILITIES, EQUIPMENT, OR SERVICES, COSTS OF COVER, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SPRINGCM MATERIALS, EVEN IF SPRINGCM WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
10.2.MAXIMUM LIABILITY. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE SPRINGCM ASSOCIATES SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING PROVISIONS OF THIS SECTION 10, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR OTHER PROVISION OF THIS AGREEMENT, IF ANY OF THE SPRINGCM ASSOCIATES ARE FOUND LIABLE TO CUSTOMER OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY OF THE SPRINGCM ASSOCIATES, COLLECTIVELY, FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER TO SPRINGCM HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT MOST PREDOMINANTLY GIVING RISE TO SUCH LIABILITY.
10.3.BASIS OF THE BARGAIN. THE PROVISIONS OF SECTIONS 9, 10, AND 11 OF THIS AGREEMENT ARE ALL FUNDAMENTAL AND SPECIFIC REQUIREMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND SPRINGCM, AND SPRINGCM WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON THE OTHER TERMS SET FORTH HEREIN WITHOUT EACH SUCH PROVISION.
11.1.Infringement. SpringCM shall defend, indemnify, and hold Customer harmless from and against any claims, actions, and other proceedings ("Claims"), and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and expenses (collectively, "Losses," and including reasonable attorneys' fees and court costs), to the extent arising out of any claims by any third party that the Services (excluding any material provided or furnished by, or included at the direction of, Customer) infringe upon United States' copyright or any United States' patent issued as of the date of the applicable Customer Order Form. In the event of such a claim, SpringCM may, in its discretion, either procure a license to enable Customer to continue to use the allegedly infringing item or develop or obtain a non-infringing substitute of substantially equivalent functionality and performance. If SpringCM determines that neither of the foregoing options is commercially reasonable or practicable, then, notwithstanding anything to the contrary elsewhere in this Agreement, SpringCM may immediately terminate this Agreement and refund to Customer any prepaid fees for the then-remaining or unexpired portion of the Term. Notwithstanding the foregoing, SpringCM shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim to the extent that it is based upon: (i) a modification by Customer (or by anyone under Customer's direction or control or using logins, IDs or passwords assigned to Customer) to the Services; (ii) a modification made by SpringCM pursuant to Customer's order or specification or in reliance on materials or information provided by Customer; or (iii) the use by Customer (or by anyone under Customer's direction or control or using logins, IDs or passwords assigned to Customer) of any Services other than in accordance with this Agreement. This Section 11.1 sets forth Customer's sole and exclusive remedy, and SpringCM's entire liability, for any claim that any SpringCM Materials violate or infringe upon the rights of any third party.
11.2.Third Party Claims. Except as provided in Section 11.1 Customer shall defend, indemnify, and hold the SpringCM Associates harmless from and against all Claims, and shall pay all Losses, arising out of or related to third-party claims based upon: (i) Customer's (or that of anyone authorized by Customer or using logins, IDs or passwords assigned to Customer) use, non-use, or modification of any SpringCM Materials; or (ii) the violation of any rights of any third party in connection with Customer's (or that of anyone authorized by Customer or using logins, IDs or passwords assigned to Customer) use, non-use, or modification of any SpringCM Materials.
11.3.Defense. With regard to any Claim subject to indemnification pursuant to this Section 11, the indemnified Party shall grant the indemnifying Party the right to assume full defense and control of such Claim and shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its sole expense.
12.1.Changes to the Services. SpringCM expressly reserves the exclusive right to, without prior notice, at any time and from time to time,: (i) offer new, additional, or substitute services; (ii) modify, amend, or discontinue offering all or any particular services; and (iii) post a revised version of this Agreement on the Site. Nevertheless, during the Term SpringCM shall not, except as expressly provided elsewhere in this Agreement: (a) materially and significantly reduce or decrease the functionality and features of the Services; or (b) cease offering any of the Services without offering a substitute of comparable functionality and features. SpringCM may modify, improve or increase the features in the Services from time to time at no additional cost to Customer. SpringCM may also, from time to time, add features to the Services which may, but are not required to be added by Customer to a Subscription (a "Premium Feature"). If Customer decides to add a Premium Feature to a new or existing Subscription, the addition of the Premium Feature will be documented in a new Customer Order Form signed by Customer. Further, despite the posting at any time of a new version of this Agreement on the Site, any previously executed Customer Orders Forms shall continue to be governed by the version of this Agreement in effect as of the date of such Customer Order Form. You agree to accept as the true and accurate copy of this Agreement the version hereof maintained with respect to the date of the applicable Customer Order Form by SpringCM in the course of its normal backup and archival process.
12.2.Entire Agreement. This Agreement, together with the applicable Customer Order Form, constitutes the entire agreement and understanding between the Parties regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by an authorized representative of each of the Parties. In the event and to the extent of any conflict between this Agreement and the applicable Customer Order Form, the terms of this Agreement shall prevail and control.
12.3.Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Illinois, without regard to choice of law provisions thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods and the provisions of any state law adopting, in whole or in part, or in any modified form, the provisions of the Uniform Computer Information Transactions Act are expressly excluded herefrom.
12.4.Forum. The exclusive forum and venue for any legal or equitable claim or action brought in connection with this Agreement shall be the state and federal courts situated in Cook County in the State of Illinois. The Parties hereby irrevocably submit and consent to the personal and subject matter jurisdiction of such courts and irrevocably waive any objection or claim that venue is improper for any reason in such courts.
12.5.Arbitration. Except for any claims or actions seeking injunctive relief for a breach or alleged breach of Section 5 or Section 6, any dispute, claim, or controversy arising out of, or relating to, this Agreement (a "Dispute") shall be addressed in accordance with this Section 12.5. Each Party agrees to notify the other in writing as soon as reasonably practicable after becoming aware of the basis of a Dispute and to use commercially reasonable efforts to informally resolve or settle the Dispute after providing or receiving such a notice. Nevertheless, if the Parties fail to resolve such a Dispute within thirty (30) days after the date that such notice was received; either Party may submit the Dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Any such arbitration shall be conducted in Chicago, Illinois before an arbitrator having at least five (5) years experience in the information technology industry. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
12.6.Attorney's Fees. In any arbitration, suit, action, or proceeding relating to this Agreement, the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith. SpringCM shall also be entitled to reimbursement for any and all of its collection costs in the event of late payment or nonpayment by Customer.
12.7.Severability. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be deemed severed from this Agreement and all other provisions shall remain in full force and effect.
12.8.Survival. The provisions of this Agreement, and the rights, duties, and obligations of the Parties hereunder, which by their nature may be reasonably inferred to have been intended to survive termination, cancellation, completion, or expiration of this Agreement (including, but not limited to, the rights, duties, and obligations set forth in Sections 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, and 12 hereof) shall survive and continue as valid and enforceable rights, duties, and obligations.
12.9.Waiver. The failure by either Party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy, or option or in any way affect the validity of this Agreement. The waiver of any default by either Party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.
12.10.Assignment. All rights granted to Customer herein are personal to Customer and Customer may not assign, delegate, or otherwise transfer this Agreement or any of Customer's rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of SpringCM, which consent shall be in SpringCM's sole discretion. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
12.11.Force Majeure. Except for payment obligations hereunder, neither Party shall be liable or deemed to be in default for any delay or failure in performance hereunder to the extent resulting, directly or indirectly, from acts of God, terrorism, or civil insurrection, strikes or other organized labor interruption, telecommunications or utility interruptions or failures, fire, explosions, floods, or other natural disasters, any similar cause or any third party beyond the reasonable control of such Party, and any delay or failure of the other Party to fulfill its obligations hereunder.
This is only an abbreviated terms and conditions statement. Complete terms and conditions are located at: