$20 USD per user per month
Increase productivity and eliminate costly errors when IOLITE Checklist becomes part of all your company’s processes! Complex survey logic, GeoTagging, Attachments, and native mobile support make this app a go-to for all kinds of data gathering needs.
BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS USER AGREEMENT THROUGH AN ORDERING DOCUMENT/FORM THAT INCORPORATES THIS USER AGREEMENT (THE "AGREEMENT"), GOVERNING YOUR USE OF CERTAIN IOLITE PRODUCTS, SERVICES AND ALL LINKED PAGES, CONTENT AND OFFLINE COMPONENTS THEREOF (COLLECTIVELY, THE "SERVICES") TO BE USED IN PART WITH CERTAIN OEM SERVICES TO BE PROVIDED BYSALESFOCE.COM ("THE OEM SERVICES"). YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND THE SFDC SERVICE AGEEMENT ATTACHED HERETO. <BR>IF YOU ARE ENTERING INTO THIS AGREEMENT AND THE SFDC SERVICE AGREEMENT ATTACHED HERETO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND THE SFDC AGREEMENT ATTACHED HERETO AND, IN SUCH EVENT, "YOU", "YOUR" , "LICENSEE", OR "SUBSCRIBER" AS USED IN THIS USER AGREEMENT AND THE SFDC SERVICE AGEEMENT ATTACHED HERETO SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS USER AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES. <BR>THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK "I ACCEPT" BELOW OR ACCEPT THIS USER AGREEMENT AND THE SFDC SERVICE AGEEMENT ATTACHED HERETO THROUGH AN ORDERNING DOCUMENT/FORM ("EFFECTIVE DATE"). <BR>For reference, a Definitions section is included at the end of this Agreement. <BR>ARTICLE II - SERVICES <BR>2.1 Obligation. <BR>Subject to the terms and conditions of this Agreement, IOLITE agrees to make its on-line Services available to You solely for the intended product purpose. (the "Permissible Use") <BR>2.2 Subscription to the Services. <BR>Subject to the terms of this Agreement, IOLITE hereby grants to You a personal, limited, revocable, non-sublicensable, non-transferable, non-exclusive subscription to access and use the Services in connection with the OEM Services provided by Salesforce.com, for which You have paid the applicable subscription fee, in accordance with the Documentation and solely for Your internal business purposes. IOLITE and its licensors reserve all rights not expressly granted to You in this Agreement. <BR>2.3 Additional Licenses.<BR> If You wish to add additional licenses, You must submit a new executed order form in a form reasonably acceptable to IOLITE ("New Order Form"). Upon IOLITE\'s acceptance of the New Order Form, IOLITE shall make the Services available to You on the terms and conditions set forth in this Agreement and the accepted New Order Form. With respect to Additional Licenses: (i) the term of the access to the Services will be coterminous with the preexisting subscription term (either initial term or renewal term), and (ii) You will be responsible for any additional fees for the Additional Licenses. <BR>2.4 Restrictions. <BR>Notwithstanding certain restrictions set forth in the SFDC Service Agreement attached hereto, You may not, directly or indirectly; (i) license, sell, lease or otherwise transfer the Services or OEM Services; (ii) alter or permit a third party to alter or use any part of the Services or OEM Services; (iii) process or permit to be processed the data of any Third Party other than Your Customers; (iv) use or permit the use of the Services or OEM Services in the operation of a service bureau; (v) disassemble, decompile, reverse engineer, seek to obtain the source code or any non-public APIs, or otherwise attempt to derive source code or other trade secrets from the Services or OEM Services; (vi) interfere with or make use of the Services or OEM Services in any manner not consistent with the Documentation; ot (vii) You may not duplicate, copy, or reuse any portion of the software without express written permission from IOLITE. <BR>2.5 Passwords. <BR>You are responsible for all use of Your account and maintaining the confidentiality of all passwords and information provided by IOLITE. Sharing of passwords, account numbers or information among third parties who are not authorized Users of the Services is strictly prohibited. IOLITE reserves the right at any time to terminate or suspend Your use of the Services if IOLITE reasonably believes that such termination or suspension is necessary to preserve the security and integrity of both its Services and OEM Services and all content thereof. <BR>ARTICLE III - USE OF THE SERVICES <BR>3.1 IOLITE Responsibilities. <BR>IOLITE shall: (i) provide basic email support for the purchased Services and OEM Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the purchased Services and OEM Services available 24 hours a day, 7 days a week, with the exception of (a) planned downtime and/or planned maintenance events on the platform, or (b) any unavailability caused by circumstances beyond IOLITE\'s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving IOLITE employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the purchased Services and OEM Services only in accordance with applicable laws and government regulations. <BR>Support Services will be provided during Business Hours. To receive Support Services, You must request assistance via the IOLITE website at www.IOLITEe.force.com. Support Services will be provided to You, at no additional cost, for a commercially reasonable number of Support Incidents not to exceed 10 Support Incidents during the Initial Term or per each Extension Term. IOLITE reserves the right to charge You an additional fee for any Support Incidents in excess of the amount set forth herein. <BR>3.2 Third party Technology or Services. <BR>You acknowledge that the Services provided by IOLITE are dependent on availability of and proper performance of third party services, software, and Internet technology, including Salesforce.com ("Third Party Technology or Services"), and IOLITE is not liable for performance issues or downtime of the Services to the extent caused by such technology. You are solely responsible for providing, at Your own expense, all network access to the Services and OEM Services, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Services. <BR>3.3 Data Protection. <BR>IOLITE shall use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. IOLITE shall not intentionally (a) modify the Customer Data (except when performing Services deemed Permissible Use), (b) disclose the Customer Data except as compelled by law in or as expressly permitted in writing by the Customer, or (c) access the Customer Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. <BR>3.4 Customer Responsibilities. <BR>You shall (i) be responsible for Users\' compliance with this Agreement and the SFDC Service Agreement, (ii) be responsible for the accuracy, quality and legality of the Customer Data and of the means by which You acquired the Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and OEM Services, and notify IOLITE promptly of any such unauthorized access or use, and (iv) use the Services and OEM Services only in accordance with applicable laws and government regulations. You shall not (a) make the Services or OEM Services available to anyone other than Users, (b) sell, resell, rent or lease the Services or the OEM Services, (c) use the Services or OEM 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, copyright or other ownership rights, (d) use the Services or OEM Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or OEM Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services, OEM Services or their related systems or networks. <BR>3.5 Customer Data. <BR>You retain all right, title and interest in and to the Customer Data. You grant to IOLITE all necessary licenses and rights in and to Customer Data solely as necessary for IOLITE to provide the Services and OEM Services to You or as required by law. You will be solely responsible for providing all Customer Data required for the proper operation of the Services and OEM Services. IOLITE will not knowingly use or access any Customer Data except as necessary to provide the Services, OEM Services, or as otherwise authorized by You. <BR>3.6 Usage Limitations. <BR>Services may be subject to other limitations, such as, for example, limits on disk storage space, or on the number of calls You are permitted to make against IOLITE\'s or any Third Party Technology or The Services application programming interfaces. <BR>3.7 Remote Hosting. <BR>You acknowledge and agree that that the Services may operate on or with a hosted application platform operated by a third party (such as salesforce.com, or Amazon.com), and IOLITE shall not be responsible for the operation of such service, nor the availability (including but not limited to available API governance) or operation of the Services to the extent such availability and operation is dependent upon the availability and operation of such service. <BR>ARTICLE IV - INTELLECTUAL PROPERTY OWNERSHIP <BR>4.1 Ownership. <BR>IOLITE and its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Services. The IOLITE name, the IOLITE logo, the POWERED BY IOLITE logo and the product names associated with the Services are trademarks of IOLITE or third parties. <BR>ARTICLE V - FEES, BILLING, RENEWAL <BR>5.1 Fees. <BR>You shall pay all fees specified in all Order Forms hereunder for the Services and OEM Services provided. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and OEM Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, (iii) the number of license subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form\' (iv) IOLITE can modify the prices by providing You at least 30 days prior notice before the next renewal term of the Agreement, (v) License subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for License 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., and (vi) all amounts are quoted in U.S. Dollars and You must pay all amounts owed in U.S. Dollars. <BR>5.2 Invoicing and Payment. <BR>As Needed, IOLITE will issue an invoice to You on or before the Effective Date and at least 30 days before the subsequent anniversary of the Effective Date for renewal terms, or as otherwise quoted. All amounts described in the invoice are due within 30 days of the Customer receipt of the invoice. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If You add Additional Licenses to the Services and OEM Services (or allow use of the Services or OEM Services by more than the paid-for number of Users), IOLITE may invoice You for the additional applicable fees. If You believe the Customer bill is incorrect, You must contact IOLITE in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You must provide IOLITE with complete and accurate billing and contact information. <BR>5.3 Late Charges; Collection Fees. <BR>Any payment not received within thirty (30) days after the new subscription term will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. If You are delinquent in Your payments, IOLITE may, upon prior written notice to You, and at the sole discretion of IOLITE (i) terminate this Agreement, (ii) in whole or in part suspend or block Your access to the Services and OEM Services until payment in full has been received by IOLITE, or (iii) require other assurances to secure Your payment obligations hereunder. In the event it becomes necessary to employ the service of a collection service and/or attorney to collect any sums due from You, You agree to pay for all costs of collection, including reasonable attorney fees, through appeal. <BR>5.4 Non-Payment. <BR>In addition to any other rights granted to IOLITE herein, IOLITE reserves the right to suspend Your access to and use of the Services and OEM Services if You fail to pay any undisputed amount owed on or before its due date. If you or IOLITE initiate termination of this Agreement, You will be obligated to pay the balance due on Your account. IOLITE reserves the right to impose a reconnection fee in the event the Services and OEM Services are suspended. <BR>5.5 Taxes. <BR>IOLITE\'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on IOLITE\'s income. Taxes, as they occur will be added as a separate item to IOLITE\'s invoice. <BR>ARTICLE VI - TERM <BR>6.1 Term. This Agreement commences on the Effective Date and will continue for an initial term of 1 year ("Initial Term") from the Subscription Start Date specified in the associated IOLITE\'s Order Form, or, if different, as specified on the order form, unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically renew for successive terms of 1 year ("Extension Term") at IOLITE\'s then-current fees, provided that either party may terminate this Agreement or reduce the number of seats, effective upon the expiration of the Initial Term or the then-current Extension Term, by notifying the other party in writing at least 30 business days prior to the expiration of the Initial Term or then-current extension term, as applicable. In the case of free trials, notifications provided through the Services indicating the remaining number of days in the free trial shall constitute notice of termination. IOLITE reserves the right to terminate any trial period, at any time without notice. In the event of termination IOLITE reserves the right to continue billing for Services until software containing service has been uninstalled and verified. <BR>ARTICLE VII - SUSPENSION; TERMINATION <BR>7.1 Suspension; Termination. <BR>IOLITE may, without notice, immediately suspend or terminate Your access to and use of the Services and OEM Services if: You are using the Services or OEM Services in any manner that IOLITE, in its sole discretion, believes is or may be degrading or disrupting to the Services and OEM Services, or (b) You are in breach of this Agreement or the SFDC Service Agreement and fail to cure such a breach within the lesser of: (i) the cure period, if any, granted under the SFDC Service Agreement; or (ii) 10 days of receiving notice of the breach from IOLITE. You may terminate this Agreement if IOLITE is in material breach of this Agreement and fails to cure such breach within ten (10) days following receipt of written notice from You. Upon the termination of this Agreement for any reason: (a) any amounts owed to IOLITE by You under this Agreement before such termination will become immediately due and payable and in the event IOLITE exercises its right of termination or suspension hereunder, IOLOTE shall have no liability to You for a refund or damages; (b) each party will return to the other all property of the other party in its possession or control, and (c) IOLITE will terminate Your access to or use of the Services. The rights and duties of the parties will survive the termination or expiration of this Agreement and SFDC Service Agreement. <BR>ARTICLE VIII - WARRANTIES AND DISCLAIMERS <BR>8.1 Warranty. <BR>IOLITE warrants that it will use commercially reasonable efforts to provide the Services to You in accordance with the Permissible Use; provided that: (i) You have paid all amounts due under this Agreement and are not in default of any provision of this Agreement; and (ii) You have made no changes (nor permitted any changes to be made other than by or with the express approval of IOLITE) to the Services and OEM Services. ANY UNAUTHORIZED CHANGES TO THE APPLICATION SOFTWARE WILL VOID THE WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION , IOLITE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ITS SERVICES, OEM SERVICES OR ANY CONTENT THEREOF, AND THE SERVICES AND OEM SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS", "AS-AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY EXPRESSLY AND IMPLICITLY DISCLAIMED BY IOLITE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BY IOLITE IN ADDITION, IOLITE EXPRESSLY AND IMPLICITLY DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE SERVICES, OEM SERVICES AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IOLITE, ITS AFFILIATED COMPANIES AND ANY OF ITS SUPPLIERS OR VENDERS, NEITHER WARRANT NOR REPRESENT THAT THE SERVICES, OEM SERVICES AND ANY CONTENT OR INFORMATION THEREOF WILL ENABLE YOU TO ACHIEVE ANY PARTICULAR RESULT OR OUTCOME, LEGAL, ECONOMIC, EDUCATIONAL, OR OTHERWISE. YOU AGREE TO INDEMNIFY AND HOLD IOLITE, ITS AFFILIATED COMPANIES AND ITS VENDORS OR SUPPLIERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR: (i) USE OF, OR RELIANCE ON, THE SERVICES, OEM SERVICES. OR ANY CONTENT CONTAINED THEREIN; OR (ii) YOUR BREACH OF THIS AGREEMENT, THE SFDC SERVICE AGREEMENT, OR ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR OBLIGATIONS UNDER THIS AGREEMENT OR THE SFDC SERVICE AGREEMENT. IN NO EVENT MAY YOU OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST IOLITE OR ITS AFFILIATED COMPANIES MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. <BR>ARTICLE IX - INDEMNIFICATION <BR>9.1 Indemnification. <BR>You shall indemnify and hold harmless IOLITE, its licensors and each such party\'s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys\' fees and costs) arising out of or in connection with a claim arising from or related to IOLITE\'s access to, or possession, manipulation, processing, or use of the Customer Data or User Details as is necessary to provide the Services and OEM Services. <BR>9.2 Procedure. <BR>A party seeking indemnification under this Section will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance. <BR>ARTICLE X - INTERNET; DELAYS <BR>YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICES AND OEM SERVICES. THE SERVICES AND OEM SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. IOLITE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. <BR>ARTICLE XI - LIMITATION OF LIABILITY EXCEPT FOR A PARTY\'S INDEMNIFICATION OBLIGATIONS, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY\'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR A PARTY\'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, LOST REVENUE, LOST PROFITS, LOSS OF GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED TO THE USE OF, OR RELIANCE ON, THE SERVICES OR THE OEM SERVICES, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT OR THE SFDC SERVICE AGREEMENT, INCLUDING ANY ACTION TAKEN BY IOLITE AS PART OF AN INVESTIGATION OF A SUSPECTED VIOLATION OF THE SAME, OR AS A RESULT OF A VIOLATION OF THIS AGREEMENT OR THE SFDC AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE SUSPENSION OR TERMINATION OF YOUR ACCESS OR USE OF THE SERVICES OR OEM SERVICES), EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY\'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <BR>ARTICLE XII - CONFIDENTIALITY <BR>12.1 Confidential Information. <BR>Each party (the "Disclosing Party") may from time to time disclose to the other party (the "Receiving Party") certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party ("Confidential Information"). <BR>12.2 Protection of Confidential Information. <BR>The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party\'s duty under this Section. The Receiving Party will protect the Disclosing Party\'s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. <BR>12.3 Exceptions. <BR>The Receiving Party\'s obligations under this Section with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party\'s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party\'s request and expense, in any lawful action to contest or limit the scope of such required disclosure. <BR>12.4 Return of Confidential Information <BR>The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party\'s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section. <BR>ARTICLE XIII - ASSIGNMENT; CHANGE IN CONTROL <BR>13.1 Assignment. <BR>This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, spinoff, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void <BR>ARTICLE XIV - GENERAL <BR>14.1 Applicable Law. <BR>This Agreement shall be governed by State of Kansas law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Kansas. No text or information set forth on any other purchase order, preprinted form or document (other than an associated IOLITE\'s Order Form, if applicable) shall modify the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between You and IOLITE. The failure of IOLITE to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by IOLITE in writing. This Agreement, together with the SFDC Service Agreement and any associated IOLITE Order Form, comprises the entire agreement between You and IOLITE and Salesforce.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of an IOLITE order form. This Agreement may be amended only by a writing that has been signed by the duly authorized representative of each party. <BR>14.2 Notices. <BR>All notices, required or permitted under this Agreement must be delivered in writing by courier, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party\'s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email. Any notice to IOLITE will be delivered to IOLITE\'s mailing address. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. <BR>14.3 Mailing Address. <BR>IOLITE SOLUTIONS, LLC Attn: Brian Hattaway, Principal 10880 Benson #2340 Overland Park, KS 66210