This Service Terms & Conditions Agreement (“STCA”) is made between UAM Technologies Corp., a Florida corporation (“UAM”), and the contracting party identified on the Order Form (“Customer”), together referred to as the “Parties” and each individually as a “Party”, as of the date of last signature below (the “STCA Effective Date”). The Parties hereby agree to the terms and conditions of this STCA, including any specific services terms, product details and any applicable license and/or subscription terms regarding use of websites, software (including software applications, mobile applications, and APIs), and other services of UAM, each of which become binding on the Parties and are incorporated into this STCA upon execution of an Order Form and/or SOW. Each Order Form and/or SOW is governed by and incorporates the following documents in effect as of the effective date of the applicable Order Form or SOW, collectively referred to as the “Agreement”, that consists of:
The applicable attachment(s), addenda, appendix(ices), and Service Schedule(s) is determined by the UAM Service(s) purchased on the Order Form and/or SOW. In the event of a conflict, the order of precedence is as set out above in descending order of control.
UAM reserves the right to amend the STCA, along with its other operating guidelines, policies, and procedures at its sole discretion. Any updates to the STCA will be communicated by posting the revised version on UAM's website and Services, with an adjustment to the "Updated" date indicated. Changes to our operating guidelines, policies, and procedures will also be integrated herein by reference. It is the Customer's responsibility to regularly check the STCA to stay updated on any modifications. UAM may employ various methods to notify the Customer of these updates, including, but not limited to, sending an email notification or displaying a conspicuous announcement on UAM's website and Services. Should the Customer disagree with any such changes, they must cease using the Services following the effective date of these modifications. The most recent version of the STCA will override all prior versions. By continuing to utilize the Services after such amendments have been made public, the Customer acknowledges and accepts the revised STCA and any updated operating guidelines, policies, and procedures.
IMPORTANT: BY CLICKING "REGISTER," "START TRIAL," OR ANY EQUIVALENT OPTION TO INITIATE AN ACCOUNT, BY SIGNING ANY DOCUMENT THAT REFERENCES THESE TERMS, BY COMPLETING THE REGISTRATION PROCESS, OR BY UTILIZING THE SERVICES, THE CUSTOMER CONSENTS TO BE BOUND BY THESE TERMS. SHOULD THE CUSTOMER NOT ACCEPT THESE TERMS, THEY MUST REFRAIN FROM CLICKING TO CREATE AN ACCOUNT, FROM SIGNING ANY DOCUMENTS THAT REFERENCE THESE TERMS, FROM COMPLETING THE REGISTRATION PROCESS, OR FROM USING THE SERVICES. PLEASE ALSO NOTE THAT THESE TERMS INCLUDE A WAIVER FOR CLASS ACTION.
“Account” means a unique account established by Customer to enable its Authorized Users to access and use a UAM Service.
“Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as its agent to manage Customer’s Account, including, without limitation, to configure administration settings, assign access and use authorizations, request different or additional services, provide usage and performance reports, manage templates, execute approved campaigns and events, assist in third-party product integrations, and to receive privacy disclosures. Customer may appoint an employee or a third-party business partner or contractor to act as its Account Administrator and may change its designation at any time through its Account.
“Affiliate” of a Party means any entity that the Party directly or indirectly owns or controls more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s Affiliate as long as that interest is maintained.
“Authorized User” means one individual natural person, whether an employee, business partner, contractor, or agent of Customer or its Affiliates who is registered by Customer in Customer’s Account to use the UAM Services. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the UAM Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the UAM Services will be allowed only if the user is under confidentiality obligations with Customer at least as restrictive as those in the Agreement and is accessing or using the UAM Services solely to support Customer’s and/or Customer Affiliates’ internal business purposes. For clarification, "internal business purposes" includes the sending of electronic documents to third party recipients for purposes of supporting Customer's business activities, including the sending of electronic documents to Customer’s suppliers and customers for review and signature.
“Confidential Information” means: (a) for UAM and its Affiliates, the UAM Services, Documentation and other related technical information, security policies and processes, product roadmaps, and pricing; (b) for Customer and its Affiliates, Customer Data; (c) any other information of a Party or its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party, including its Affiliates, receiving Confidential Information (“Recipient”) (and, in the case of oral disclosures, summarized in writing and delivered to the Recipient within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient should reasonably understand it to be confidential information of the disclosing Party; and (d) the terms and conditions of the Agreement between the Parties. Confidential Information does not include any information that: (i) was or becomes generally known to the public through no fault or breach of the Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of or reference to the disclosing Party's Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
“Customer Data” means any content, electronic documents, materials, data and information that Customer or its Authorized Users enter into the UAM Services, including, but not limited to, any Customer personal data and information contained in electronic documents. Customer Data does not include any component of the UAM Services or material provided by or on behalf of UAM.
“Documentation” means UAM's then-current technical and functional documentation for the UAM Services as made generally available by UAM.
“UAM Service(s)” means the services provided by UAM under an Order Form or SOW, and may include software, source code, or other technology licensed to UAM from third parties and embedded into the services that UAM provides to Customer. Notwithstanding the foregoing, UAM Services do not include Third-Party Services (defined below).
“Electronic Document” refers to a contract, notice, disclosure, or other record or document generated using or deposited into the UAM Service for processing.
“Order End Date” means the end date for provision of a respective UAM Service specified in a corresponding Order Form or SOW.
“Order Form” means the order form provided by UAM that sets forth the pricing and the UAM Services selected by Customer.
“Order Start Date” means the start date for provision of a respective UAM Service specified in a corresponding Order Form or SOW.
“Professional Services” means any integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary UAM Services that are set forth in an Order Form or Statement of Work (“SOW”).
“Service Schedule” means the service-specific terms and conditions applicable to the UAM Service(s).“System” means the software systems and programs, the communication and network facilities, and the hardware and equipment used by UAM or its agents to make available the UAM Services via the Internet.
"Third-Party Services" means services, software, products, applications, integrations, and other features or offerings that are provided by Customer or obtained by Customer from a third party.
2.1 Right to Use. UAM will provide the UAM Services to Customer as set forth in the Order Form and/or SOW. Subject to the terms and conditions of the Agreement, UAM grants to Customer a worldwide, limited, non-exclusive, non-transferable right and license during the Term, solely for its and its Affiliates’ internal business purposes, and in accordance with the Documentation, to: (a) access and use the UAM Services; (b) implement, configure, and through its Account Administrator, permit its Authorized Users to access and use the UAM Services; and (c) access and use the Documentation. Customer will ensure that its Affiliates and all Authorized Users using the UAM Services under its Account comply with all of Customer’s obligations under the Agreement, and Customer is responsible for their acts and omissions relating to the Agreement as though they were those of Customer. A Customer Affiliate may enter into an Order Form or SOW directly with UAM under this STCA by a mutually executed Order Form or SOW that references this STCA. In such event: (i) the Customer Affiliate will be bound by this STCA and will be fully responsible for its liabilities and obligations under the applicable Order Form or SOW; and (ii) all references to “Customer” in the Agreement will be deemed references to the Customer Affiliate set forth on the Order Form or SOW for purposes of defining the rights and obligations of the Parties hereunder.
2.2 Restrictions. Customer shall not, and shall not permit its Authorized Users or others under its control to, do the following with respect to the UAM Services:
2.3 Suspension of Access. UAM may suspend any use of the UAM Services or remove or disable any Account or content that UAM reasonably and in good faith believes violates Section 2.2 above. UAM will use commercially reasonable efforts to notify Customer prior to any such suspension or disablement, unless UAM reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent imminent harm to the UAM Services or a third party. Under circumstances where notice is delayed, UAM will provide notice if and when the related restrictions in the previous sentence no longer apply.
2.4 Third-Party Services. Customer may choose to obtain Third-Party Services from third parties and/or UAM (for example, through a reseller arrangement or otherwise). Any acquisition by Customer of Third-Party Services is solely between Customer and the applicable Third-Party Service provider and UAM does not warrant, support, or assume any liability or other obligation with respect to such Third-Party Services, unless expressly provided otherwise in the Order Form or the Agreement. In the event Customer chooses to integrate or interoperate Third-Party Services with UAM Services in a manner that requires UAM or the UAM Services to exchange Customer Data with such Third-Party Service or Third-Party Service provider, Customer: (a) grants UAM permission to allow the Third-Party Service and Third-Party Service provider to access Customer Data and information about Customer’s usage of the Third-Party Services as appropriate and necessary to enable the interoperation of that Third-Party Service with the UAM Services; (b) acknowledges that any exchange of data between Customer and any Third-Party Service is solely between Customer and the Third-Party Service provider and is subject to the Third-Party Service provider’s terms and conditions governing the use and provision of such Third-Party Service (the presentation and manner of acceptance of which is controlled solely by the Third-Party Service provider); and (c) agrees that UAM is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to such data by Third-Party Services and Third-Party Service providers.
2.5 Free and Beta Services. UAM may provide certain services free of charge, including trials or promotional access ("Free Services"), and may also allow testing of new features or functionalities not yet released to the general public ("Beta Services"). Both Free and Beta Services are exclusively for evaluation purposes. UAM retains the right to discontinue Free and Beta Services at any time without prior notice and may choose not to make Beta Services available to the wider audience. IMPORTANT: FREE SERVICES AND BETA SERVICES ARE OFFERED "AS IS" WITHOUT ANY ASSURANCE OF SERVICE PERFORMANCE OR SUPPORT AVAILABILITY.
3.1 Customer Data. Customer Data processed using the UAM Services is and will remain, as between Customer and UAM, owned by Customer. Customer hereby grants UAM the right to process, transmit, store and disclose Customer Data in order to provide the UAM Services to Customer, solely in accordance with the terms of the Agreement and subject to the terms of Section 11.2 (Required Disclosure) below.
3.2 UAM Services. UAM, its Affiliates, or its licensors own all right, title, and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the UAM Services and Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto (including any machine learning algorithms output from the UAM Services) and/or provided hereunder.
3.3 Professional Services. Unless otherwise specified in the applicable SOW, all deliverables provided by or for UAM in the performance of Professional Services, excluding Customer Data and Customer Confidential Information, are owned by UAM and constitute part of the Professional Service(s) under the Agreement. Effective only as of final payment by Customer to UAM of all amounts required by an Order Form or SOW, and subject to the terms and conditions of the Agreement, UAM grants to Customer a nonexclusive, for the duration of legal protection, worldwide, royalty-free license to use deliverables created for Customer during performance of Professional Services (“Work Product”) provided to Customer under the Order Form or SOW, solely for purposes of Customer’s internal business operations only. This license includes permission to make copies of the provided Work Product for such internal use but not permission to distribute the Work Product or any copies of them.
3.4 Feedback. UAM encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to UAM Services and related resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to UAM and its Affiliates a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 13.2 (Assignability)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the UAM Services) without restriction. Customer shall ensure that: (a) Feedback does not identify Customer, its Affiliates, or Authorized Users, or include any Customer Data; and (b) Customer has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential Information.
4.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the disclosing Party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its Affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
4.2 Responsibility for Confidentiality. The Recipient is obligated to (i) vigilantly protect Confidential Information and (ii) utilize the Confidential Information exclusively for purposes outlined in this Agreement. The Recipient is permitted to divulge Confidential Information to their personnel, contingent on the condition that such personnel are bound by confidentiality commitments mirroring those in this Agreement. If instructed by UAM, the Recipient must either return or destroy all Confidential Information under their dominion within thirty (30) days. In instances where the Recipient opts to terminate their account, UAM will eliminate the Confidential Information from the account as per its current deletion policy, except when (a) legal obligations necessitate retention, or (b) data is maintained within automated backup systems. Disclosure of Confidential Information is permissible under legal compulsion. The duty to maintain confidentiality endures for the Agreement's duration plus an additional three years.
4.3 Supplementary Non-Disclosure Agreements. Should additional non-disclosure agreements be enacted between the parties, they will enhance rather than supersede this Agreement. In case of discrepancies, the terms offering the most extensive confidentiality protection to the disclosing party shall prevail.
4.4. Handling of Personal Data. In instances where UAM handles personal data obtained from the Recipient or their Authorized Users in the course of delivering the Services, such data will be processed in alignment with the conditions specified in UAM's Privacy Notice at: https://erealsign.com/privacypolicy.html
5.1 Fees. Except as expressly set forth in the applicable Order Form or SOW, Customer will pay all fees set forth in the Order Form or SOW in accordance with the following: (a) UAM Services fees are invoiced annually in advance; (b) the first invoice will coincide with the Order Start Date of an Order Form or the effective date of a SOW; (c) payment will be due within thirty (30) days from the date of the invoice; and (d) all amounts will be denominated and payable in the currency specified in the Order Form and/or SOW. Unless otherwise agreed to by the Parties and expressly noted in the Order Form and/or SOW, invoices will be sent to Customer via email. Upon execution by Customer and UAM, each Order Form and/or SOW is non-cancellable and non-refundable except as provided in the Agreement, and the Term as set forth in the Order Form for UAM Services is a continuous and non-divisible commitment for the full duration of the Term regardless of any invoice schedule. Any prepaid, unused Services will expire at the end of Customer’s subscription period unless carryover is expressly permitted by the Subscription Terms.
5.2 Excess Usage Charges. Should the Customer surpass the usage thresholds stipulated in their Order Form Subscription Terms, UAM will levy charges for the additional usage as outlined in the Order Form. In instances where the Order Form lack explicit excess usage conditions, the criteria below shall govern: (a) The price per unit for excess usage will align with the overage/usage fees detailed on the Order Form. (b) The usage is set in minimum bundles of five hundred (500) units, which may encompass documents or transactions, per licensed user each month of the Services. (c) UAM will issue invoices for any excess usage on a monthly basis, or according to another rational schedule. (d) It is the responsibility of the Customer to monitor their service utilization. UAM is under no obligation to issue warnings or notices of impending excess usage charges.
5.3 Purchase Orders. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form or SOW, and UAM hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer, and conditions assent solely based on the terms and conditions of the Agreement as offered by UAM. Upon request, UAM shall reference the purchase order number on its invoices, provided, however, that Customer acknowledges that it is Customer’s responsibility to provide the corresponding purchase order information (including a purchase order number) to UAM upon the signing of any Order Form. Customer agrees that a failure to provide UAM with the corresponding purchase order shall not relieve Customer of its obligations to provide payment to UAM pursuant to Section 5.1 (Fees) above.
5.4 Offsets; Late Charges; Attorneys’ Fees. If UAM owes any amounts to Customer that are not derived from the Agreement, such amounts will not be withheld or offset against any invoice issued under the Agreement. UAM may assess late charges equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law. Customer will be responsible for any reasonable attorneys’ fees, costs, and expenses incurred by UAM to collect any amounts that are not paid when due. If Customer fails to timely pay any amounts due under the Agreement, then without limitation of any of its other rights or remedies, UAM may, upon prior written notice to Customer, suspend performance of those UAM Services until UAM receives all past due amounts from Customer.
5.5 Escalator and Additional Fees. Customer acknowledges that price escalators shall be applied to the Fees as follows: rates for Services or Licenses described in any Service Order may be increased by Supplier, without notice or consent, by five percent (5%) upon each one-year anniversary of the Service Term’s commencement date, and such increased rates shall apply on a going forward basis for the remainder of the Service or License Term, as applicable, until further increased pursuant to this Section. Notwithstanding the foregoing, if the electrical utility rate charged to Supplier by the electrical utility supplier increases by more than five percent (5%) over a previous calendar year, Supplier shall have the right, after thirty (30) days' prior written notice to Customer, to equitably increase the Fees to reflect such increased electrical utility charge.
6.1 Tax Responsibility. All payments required by the Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Without limiting the foregoing, Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the UAM Services. Taxes shall not be deducted from the payments to UAM, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, UAM receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer claims tax exempt status for amounts due under the Agreement, it shall provide UAM with a valid tax exemption certificate (authorized by the applicable governmental authority) to avoid application of Taxes to Customer’s invoice. Each Party is responsible for and shall bear Taxes imposed on its net income. Customer hereby confirms that UAM can rely on the ship-to name and address set forth in the Order Form(s) or SOW Customer places directly with UAM as being the place of supply for Tax purposes. The Parties’ obligations under this Section 6.1 (Tax Responsibility) shall survive the termination or expiration of the Agreement.
7.1 Term. The term of an Order Form and any associated Service Schedule(s) is the period of time that begins on the Order Start Date and, unless terminated sooner as provided herein, will continue until the Order End Date, both dates as specified on the Order Form (the “Term”). In the case of a SOW for Professional Services, if no end date is specified in the SOW, then the SOW shall expire upon completion of Professional Services or early termination as permitted by the Agreement. The term of this STCA and the Agreement shall continue as long as an Order Form or SOW referencing or incorporated into this STCA remains valid and in effect. Termination or expiration of any Order Form or SOW shall leave other Order Forms or SOWs unaffected.
7.2 Termination for Breach; Termination for Insolvency. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement in its entirety by giving the defaulting Party written notice of termination, unless the material breach or default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof. Either Party may terminate the Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors. If Customer terminates the Agreement for UAM's breach, pursuant to this Section 7.2, that is incapable of cure, UAM will provide a prorated refund to Customer for any prepaid fees received by UAM under the Agreement that correspond to the unused portion of the Term.
7.3 Post-Termination Obligations. If the Agreement expires or is terminated for any reason: (a) Customer will pay to UAM any amounts that have accrued before, and remain unpaid as of, the effective date of the expiration or termination; (b) any and all liabilities of either Party to the other Party that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with respect to the UAM Services and related intellectual property will immediately terminate; (d) UAM’s obligation to provide any further UAM Services to Customer under the Agreement will immediately terminate, except any such UAM Services that are expressly to be provided following the expiration or termination of the Agreement; and (e) the Parties’ rights and obligations under Sections 6.1, 7.3, 7.4, 8.3, and 10 through 13 will survive.
7.4 Retrieval of Customer Data and Transition Services. During the Term, Customer may extract Customer Data from the UAM Services as described in the Documentation and the applicable Service Schedule. If, upon termination or expiration of the Agreement, Customer has failed to retrieve its Customer Data and/or if Customer otherwise requires further support from UAM in relation to such termination or expiration, Customer may request and UAM will provide: (a) assistance in retrieving Customer Data and completed electronic documents still remaining in the UAM Services, and/or (b) other reasonable transition assistance, the details of which will be set forth in a mutually agreed upon Statement of Work between the Parties at UAM's then-current rates for such services.
8.1 UAM Service Warranties. UAM warrants that: (a) during the applicable Term, the UAM Services, when used as authorized under the Agreement, will perform substantially in conformance with the Documentation associated with the applicable UAM Services; (b) UAM will use commercially reasonable efforts to ensure that the UAM Services do not introduce files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses into Customer's system; and (c) the operation of its business as it relates to the UAM Services will comply with all applicable laws and regulations. Customer’s sole and exclusive remedy for any breach of the warranties in 8.1(a) and (b) above by UAM is for UAM to repair or replace the affected UAM Services to make them conform, or, if UAM determines that the foregoing remedy is not commercially reasonable, then either Party may terminate the Agreement, and, in such event, UAM will provide a prorated refund to Customer for any prepaid fees received by UAM under the Agreement that correspond to nonconforming UAM Services and the unused portion of the Term.
8.2 Mutual Warranties. Each Party represents and warrants that: (a) the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of the Agreement; (b) no authorization or approval from any third party is required in connection with its execution of the Agreement; and (c) it is duly organized and validly existing under the laws of the state of its incorporation or formation and has full power and authority to enter into the Agreement and to carry out the provisions hereto.
8.3 DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THE AGREEMENT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND: (A) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER; AND (B) EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
9.1 Indemnification. The Customer shall defend, indemnify, and hold UAM, its suppliers, and licensors, as well as their respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless against all claims, actions, losses, costs, damages, awards, fees, expenses, and liabilities of any kind, including but not limited to reasonable attorneys’ fees, resulting from or related to: (i) the Customer's use or inability to use the Services; (ii) the Customer's User Content; (iii) the Customer's breach of the terms outlined in the Order Form; (iv) the Customer's infringement of any third-party rights through the use of the Services or User Content; (v) any fraud committed by the Customer, intentional misconduct, or negligence; (vi) the Customer's interactions with any other user; and (vii) the Customer's use of the Services in a manner that violates any applicable data protection/privacy laws. UAM reserves the right to take over the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, in which case the Customer must cooperate with UAM in asserting any available defenses. The Customer agrees not to settle any such matter without UAM's prior written consent. UAM will endeavor to notify the Customer of any such claim, action, or proceeding upon becoming aware of it.
9.2 Waiver. The Customer hereby releases and forever discharges UAM, its affiliates, and each of their subsidiaries and their respective employees, contractors, directors, suppliers, and representatives from, and waives all disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action of every kind (including personal injuries, death, and property damage) arising from or in any way related to: (i) the Services; (ii) any content on the Services that is inaccurate, incomplete, unreliable, illegal, or infringing, regardless of the source; (iii) the actions of any user, whether online or offline; (iv) any harm or damage resulting from User Content or the actions of another user, whether online or offline; and (v) any failures, errors, omissions, interruptions, deletions, defects, operational or transmission delays, communication line failures, thefts, destructions, or unauthorized access to user communications.
9.3 IF THE CUSTOMER IS A RESIDENT OF CALIFORNIA, THEY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
10.1 Exclusion of Damages. UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL UAM (OR THEIR RESPECTIVE AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND SUPPLIERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO FORGONE REVENUE, PROFIT, GOODWILL, LOST OR CORRUPTED DATA OR CONTENT, DATA BREACHES, LOSS OF CLIENTELE, INTERRUPTION OF BUSINESS, COSTS FOR SUBSTITUTE SERVICES, OR REPLACEMENT SERVICES ARISING FROM OR RELATED TO THE SERVICES, REGARDLESS OF THE CAUSE AND UNDER ANY LIABILITY THEORY (INCLUDING NEGLIGENCE). THIS HOLDS TRUE EVEN IF A PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POTENTIAL FOR SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED REMEDY'S ESSENTIAL PURPOSE. NOTWITHSTANDING THE PROVISIONS HEREIN TO THE CONTRARY, UAM'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100).
10.2 Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by UAM to Customer and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose.
11.1 No Class Actions. To the fullest extent allowed by law, the Customer shall file claims exclusively on an individual basis, devoid of any right for claims to be initiated on a collective or class action basis or on grounds that involve claims being presented in a purported representative capacity on behalf of others (“Class Action Waiver”). Claims cannot be joined or consolidated unless explicitly consented to in writing by all involved parties.
11.2 Waiver of Jury Trial. By entering into this Agreement, each party irrevocably relinquishes, to the maximum extent sanctioned by applicable law, any right to a trial by jury in any legal action stemming from or connected to the Agreement or the transactions it encompasses.
12.1 The Parties agree to the following country-specific provisions for governing law and venue for all claims and disputes arising out of or relating to the Agreement. The principles of conflict of laws shall not be employed. Furthermore, it is mutually agreed upon that the United Nations Convention on Contracts for the International Sale of Goods shall have no bearing on this Agreement. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the following laws based on the ship-to address of Customer reflected on the Order Form.
(a) United Kingdom, a Member State of the European Economic Area, or Switzerland. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including, without limitation, non-contractual disputes or claims) are governed by and construed in accordance with the law of the Republic of Ireland. Each Party irrevocably agrees that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement.
(b) Australia. The Agreement is governed by the laws of New South Wales, Australia, and both Customer and UAM agree to submit to the non-exclusive jurisdiction of the New South Wales courts. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. Any legal action arising under the Agreement must be initiated within two years after the cause of action arises. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Agreement.
(c) Singapore. The Agreement is governed by the laws of Singapore, and both Customer and UAM agree to submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. Any legal action arising under the Agreement must be initiated within two years after the cause of action arises.
(d) For all other locations. The Agreement is governed by the laws of the State of Florida, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Florida, for the purposes of adjudicating any dispute arising out of the Agreement. To the extent permitted by law, choice of law rules, the 1980 U.N. Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted, shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights.
12.2 To the extent allowed by law, the English version of the Agreement is binding, and other translations are for convenience only.
13.1 Relationship. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as set forth in the Agreement, nothing in the Agreement, expressed or implied is intended to give rise to any third-party beneficiary.
13.2 Assignability. Neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign its rights and obligations under the Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement will be void.
13.3 Notices. Any notice required or permitted to be given in accordance with the Agreement will be effective only if it is in writing and sent using: (a) UAM Services; (b) certified or registered mail; or (c) a nationally recognized overnight courier, to the appropriate Party at the address set forth on the Order Form, with a copy, in the case of UAM, to legal@uamtcorp.com. Each Party hereto expressly consents to service of process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this Section 13.3 (Notices). Notices are deemed given upon receipt if delivered using UAM Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
13.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Delays in fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely prevented by the Force Majeure Event. If UAM Services are not restored within thirty (30) days of the Force Majeure Event, Customer may terminate the Agreement upon providing written notice to UAM, and in such case, UAM will provide a prorated refund to Customer for any prepaid fees received by UAM under the Agreement that correspond to the unused portion of the Term.
13.5 Trade Restrictions. The UAM Services, Documentation, and the provision and any derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”).
(a) Each Party shall comply with all applicable Trade Restrictions in performance of the Agreement. For the avoidance of doubt, nothing in the Agreement is intended to induce or require either Party to act in any manner which is penalized or prohibited under any applicable laws, rules, regulations or decrees.
(b) Each Party represents that it is not a Restricted Party. “Restricted Party” means any person or entity that is: (i) located or organized in a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Crimea, Iran, North Korea, Syria) ("Sanctioned Territory"); (ii) owned or controlled by or acting on behalf of the government of a Sanctioned Territory; (iii) an entity organized in or a resident of a Sanctioned Territory; (iv) identified on any list of restricted parties targeted under U.S., EU or multilateral sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets Control’s (“OFAC” ) List of Specially Designated Nationals and Other Blocked Persons, the OFAC Sectoral Sanctions List, the U.S. State Department's Nonproliferation Sanctions and other lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List, the consolidated list of persons, groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or acting on behalf of, any of the foregoing.
(c) Customer acknowledges and agrees that it is solely responsible for complying with, and shall comply with, Trade Restrictions applicable to any of its own or its Affiliates' or Authorized Users’ content or Customer Data transmitted through the UAM Services. Customer shall not and shall not permit any Authorized User to access, use, or make the UAM Services available to or by any Restricted Party or to or from within any Sanctioned Territory.
13.6 Anti-Corruption. In connection with the UAM Services performed under the Agreement and Customer’s use of the UAM Services, the Parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations.
13.7 U.S. Government Rights. All UAM Services, including Documentation, and any software as may be provided under an applicable Service Schedule, are deemed to be “commercial computer software” and “commercial computer software documentation”. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the UAM Services are acquired by or on behalf of a civilian agency, UAM provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the UAM Services are acquired by or on behalf of any agency within the DOD, UAM provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an applicable Service Schedule, this Section 13.7 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer software or technical data.
13.8 Publicity. Except as specified on an Order Form or as otherwise expressly agreed to by the Parties in writing, neither Party shall refer to the identity of the other Party in promotional material, publications, or press releases or other forms of publicity relating to the UAM Services unless the prior written consent of the other Party has been obtained.
13.9 Waiver. The waiver by either Party of any breach of any provision of the Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with the Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of the Agreement.
13.10 Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect.
13.11 Insurance. UAM will maintain, at its sole expense, insurance in such amounts and with such types of coverage as is usual and customary with coverage limits that are appropriate for the UAM Services supplied under the Agreement. At a minimum, UAM shall maintain: (i) commercial general liability insurance (including automobile liability if applicable to the UAM Services); (ii) errors and omissions insurance (which will include cyber-liability insurance); and (iii) insurance for claims under workers compensation laws or other similar laws or regulations. Upon Customer’s prior written request UAM shall provide Customer with a certificate of insurance evidencing such insurance coverages.
13.12 Entire Agreement. The Agreement is the final, complete, and exclusive expression of the agreement between the Parties regarding the UAM Services provided under the Agreement. The Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the UAM Services under the Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Agreement may be changed only by a written agreement signed by an authorized agent of both Parties. The Agreement will prevail over terms and conditions of any Customer-issued purchase order or other ordering documents, which will have no force and effect, even if UAM accepts or does not otherwise reject the purchase order or other ordering document.