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PHONE HOTLINE: +1 631 952 2288E-MAIL: sales@vicon-security.com
GET A DEMO

MAIN SERVICE AGREEMENT

TABLE OF CONTENTS
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ANAVIO™ TERMS OF SERVICE

  1. General Information. Vicon Industries, Inc., a New York Corporation and its Affiliates (the “Company”) is willing to grant access and use of the Services (as defined below) to a Customer on the condition that the Customer accepts all of the terms and conditions set forth below in this Terms of Services (the “Terms”). Company and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
  2. Customer’s Acceptance of Terms. The Customer explicitly accepts and agrees to BE bound by these Terms by: (1) executing A SERVICE AGREEMENT that references these Terms; or (2) utilizing the Services regardless of whether or not payment is made by the Customer for such Services. If the individual agreeing to be bound by these Terms is doing so on behalf of a company or other legal entity, the individual hereby represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the Customer shall mean such entity and its affiliates. If the individual does not have such authority, or does not agree with these Terms, the individual must not accept these Terms or use the Services.
  3. No Competition. The Services may not be accessed or used for the purpose of monitoring their availability, performance, functionality, or for benchmarking or competitive purposes. The Company’s direct competitors are prohibited from accessing or using the Services without the prior written consent of the Company.
  4. Definitions.
    1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
    2. “Beta Services” means Company Services or functionality that may be made available to Customer to try at its option at no additional charge, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or similar description.
    3. “Biometric Data” has the meaning set forth in Section 10(a) of these Terms.
    4. “Content” means information obtained by the Company from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services, or pursuant to a Service Agreement.
    5. “Customer” means an individual or business entity that entered into a Services Agreement with Company, or utilized the Services regardless of whether payment is made to Company for such Services.
    6. “Customer Data” means electronic data, information, Biometric Data, images, personal identifiable information, and other personal data submitted by or for Customer to Company, its licensors or vendors to be used in association with the Services, excluding Content and Non-Company Applications.
    7. “Documentation” means the user guides, installation documents, and specifications for the Hardware or software-as-a-service (SaaS) products related to the Services that are made available from time to time by Company in electronic or tangible form, which may be modified by Company at any time without notice.
    8. “Fees” has the meaning set forth in the applicable Service Agreement.
    9. “Free Trial” has the meaning set forth in Section 7(g) of these Terms.
    10. “Hardware” means any physical piece of equipment specified in a Service Agreement that is delivered to the Customer by the Company in connection with the Customer’s use of the Licensed Services.
    11. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, writ, determination, decree, or other requirement or rule of law, of any federal, state, local, or foreign government, or political subdivision thereof, school district, any regulatory authority, or any arbitrator, court, or tribunal of competent jurisdiction.
    12. “Licensed Services” means Services that the Customer or Customer’s Affiliate licensed which are identified in Schedule 1 of an executed Service Agreement, as distinguished from those provided pursuant to a Free Trial.
    13. “Malicious Code” means code, files, scripts agents, or programs intending to do harm, including, but not limited to, viruses, worms, time bombs, back door, malware, spyware, and Trojan horses.
    14. “Non-Company Applications” means web-based, mobile, offline, or other software programs, applications or functionality that interoperates or is otherwise used in association with a Service, that is provided by Customer or provided directly to Customer by a third party. Non-Company Applications, other than those obtained or provided by Customer, will be identified in a Services Agreement, if applicable.
    15. “Service Agreement” means an Anavio™ Service Agreement specifying the Licensed Services to be provided hereunder that is entered into between Customer and Company or any of their permitted Affiliates, including any schedules, supplements, or exhibits thereto. By entering into a Service Agreement, an Affiliate agrees to be bound by these Terms as if it were an original party hereto.
    16. “Services” means Hardware, software-as-a-service (SaaS) products, and any support services made available by the Company along with any applicable Documentation, including associated Company offline or mobile software components. Services exclude Content and Non-Company Applications.
    17. “Subscription Term” has the meaning set forth in an applicable executed Anavio™ Service Agreement.
    18. “User” means, in the case of an individual accepting these Terms on his or her own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, an individual who is authorized by Customer to access and use a Service, for whom Customer has been provided a limited license and to whom Customer (or where applicable, Company at Customer’s request) has supplied a user identification and password. Users may include, but are not limited to, employees, consultants, contracts, and agents or Customer, or third parties with which the Customer transacts business.
  5. License.
    1. License Grant. Subject to payment of all applicable Fees set forth in the Service Agreement and the Terms set forth herein, Company grants Customer, during the Subscription Term, a non-exclusive, non-transferable, non-assignable, non-sublicenable, revocable, limited right to access and use the Licensed Services solely for Customer’s and its Affiliates’ internal business purposes and within the usage limits specified in the applicable Service Agreement. Company may update the Licensed Services and any features and/or functions provided thereunder from time-to-time in its sole discretion but shall not remove a primary feature or function of the Licensed Services without providing prior notice to Customer.
    2. Affiliate Usage. Customer’s Affiliates, if any, may not access or use the Licensed Services pursuant to the Terms unless expressly authorized under the applicable Service Agreement or if the Affiliate executes a separate Service Agreement under these Terms. On execution of a Service Agreement authorizing any Affiliate access or use, the Affiliate will be bound by the provisions of these Terms as if it were an original party hereto. Customer will remain responsible for the acts and omissions of its Affiliates in connection with each Affiliate’s use of the Licensed Services, unless the Affiliate of Customer and Company execute a separate agreement granting the license(s) directly to the Affiliate. Notwithstanding anything to the contrary, any use by a Customer Affiliate who would reasonably be understood to be a competitor to Company or is otherwise in the business of developing and offering products or services that are substantially similar to the Licensed Services is not permitted.
    3. Export Control. Customer acknowledges that the Services may be subject to United States and international export Laws (“Export Laws”). Customer agrees to comply at all times with the provisions of such Export Laws, including obtaining any necessary or required licenses or authorizations. Customer shall not on its own, or permit or assist any person or entity to export, re-export, transfer in-country or provide access to the Services to: (i) any person or entity listed on the U.S. Consolidated Screening List (https://www.trade.gov/consolidated-screening-list), (ii) any country where such is prohibited under Export Laws, (iii) any person known to be engaged in activities related to proliferation of nuclear, chemical or biological weapons, without first obtaining any required licenses or authorizations and prior written authorization from Company, or (iv) any country, person or entity where any authorization or license from any government or authority would be required, without prior written authorization from Company, and from the applicable government authority to the extent required by Export Laws.
  6. Intellectual Property Rights.
    1. Company Intellectual Property. Except for the limited rights granted in these Terms, all right, title, and interest in and to the Services and intellectual property rights therein, including all improvements and modifications thereto, are hereby reserved and owned by Company, its Affiliates or licensors. All Services provided or made available hereunder are licensed, not sold. Even if the terms “purchase” and “sale” are used, Customer does not receive ownership rights in the Services and has only those use rights set forth in this Agreement. Company retains all rights to its intellectual property not explicitly granted herein.
    2. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, texting, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Customer agrees that Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in and to such Feedback, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
    3. Customer Data. As between Company and Customer, Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant Company any rights in Customer Data beyond those expressly provided herein. Customer grants Company and its Affiliates, vendors, and licensors a non-exclusive, worldwide license to collect, access, transmit, store, reproduce, display, process, and use the Customer Data for the purpose of providing, maintaining, improving and enhancing the Services.
  7. Company Responsibilities.
    1. Provision of Services. Company will (i) make the Licensed Services and Content available to the Customer pursuant to these Terms and the applicable Service Agreement; (ii) provide applicable Company standard support for the Licensed Services to Customer or upgraded support, if purchased; (iii) use commercially reasonable efforts to make the Licensed Services available twenty-four (24) hours a day, seven (7) days a week, except for planned downtime (of which Company shall give advance notice), and any unavailability caused by circumstances beyond the Company’s reasonable control, including, for example, acts of God, act of government, flood, fire, earthquake, civil unrest, pandemic, epidemic, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-Company Applications, or denial of service attack (each a “Force Majeure Event”); and (iv) provide the Services in accordance with these Terms and an applicable Service Agreement.
    2. Service Levels. Company shall exert commercially reasonable efforts to ensure that the Services are accessible for 99.97% or greater of the duration of any given calendar month. Unless indicated otherwise in the following exclusions, an “Outage” shall refer to any period during which the Services are inaccessible due to factors under the Company’s control. This availability standard shall not apply to any aspect of the Beta Services.
    3. Service Credits. In the event that the Company fails to achieve the availability percentage stated above, the Customer shall be entitled to receive a credit (“Service Credit”) which shall be calculated by adding a certain number of days to the end of the Subscription Term specified in the Service Agreement. The Service Credits shall be determined based on the actual availability of the Services in a particular calendar month as set out below. The Service Credits are non-transferrable.

      Service Availability

      Service Credits

      Less than 99.97%

      5 days

      Less than 99.9%

      7 days

      Less than 99.00%

      10 days

      Less than 90.00%

      15 days
    4. Exclusions. The calculation of downtime shall exclude any duration which the Services are inaccessible due to any of the following: planned maintenance windows where advanced notice of the unplanned availability has been provided at least one (1) business day prior to the Outage, except in cases of emergencies; Force Majeure Events; Customer or User action or inaction; events arising from Customer’s systems or any of the Customer’s websites; Internet Service Provider or internet outages that are beyond the Company’s control.
    5. Protection of Customer Data. The Company agrees to take commercially reasonable measures to protect the confidentiality, integrity, and availability of Customer Data. These measures shall include, but not be limited to: (i) implementing appropriate access controls to ensure that only authorized Company personnel have access to Customer Data during transmission and storage; (ii) the use of encryption technology to secure Customer Data during transmission; and (iii) monitoring of Company systems and networks for security breaches and promptly responding to any suspected or actual security incidents.
    6. Company Personnel. The Company will be responsible for the conduct and performance of its personnel (including its employees and contractors) and their compliance with the Company’s obligations under these Terms, except as otherwise specified herein.
    7. Free Trial. The Company at its sole discretion may provide the Customer with a free trial of the Services free of charge (the “Free Trial”) which shall be subject to the Terms and shall last until the earlier of: (i) the end of the Free Trial period specified by Company; (ii) the start date of any Licensed Service ordered by the Customer for such Service(s); or (iii) termination of the Free Trial by the Company in its sole discretion. Additional terms and conditions of the Free Trial may be provided by the Company, and any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.
    8. Free Trial Data. Any and all data that the Customer enters into the Services during the Free Trial may be permanently lost unless Customer licenses the same Services through a SERVICE agreement as those covered by the Free Trial or exports the data before the end of the Free Trial. Customer cannot transfer data entered or made during the Free Trial to a service level that would be a downgrade from the Services covered by the applicable Free Trial.
  8. Subscription Term; Use of Services and Content.
    1. Subscription Term. Unless otherwise provided in the applicable Service Agreement, these Terms shall be effective as of the effective date set forth in the Service Agreement and shall remain in effect for the Subscription Term as defined in the Service Agreement. Additional Licensed Services may be added by Customer during a Subscription Term only if agreed upon in writing by the Company at pricing agreed upon by Company. Customer agrees that its license provided under the Terms is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Company regarding future functionality or features.
    2. Usage Limits. Services and Content are subject to any usage limits specified in a Services Agreement. If a Customer exceeds the usage limit, the Company may work with the Customer to reduce the Customer’s usage to reestablish compliance. If, notwithstanding the Company’s efforts, the Customer is unable or unwilling to abide by the usage limit, the Customer will execute a Services Agreement for additional quantities of the applicable Services or Content promptly upon the Company’s request and/or pay any invoice for excess usage in according the Service Agreement.
    3. Access and Use Restrictions. Customer shall not directly or indirectly: (i) access and use the Services unless permitted by applicable Law; (ii) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its authorized Affiliates, unless expressly stated otherwise in a Service Agreement; (iii) assign, sell, resell, license, sublicense, distribute, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer in any Service or Content to any third party except as otherwise set forth herein, or include any Service or Content in a service bureau or outsourcing offering; (iv) use a Service or Non-Company Application in any manner to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party intellectual property, privacy, or publicity rights; (v) use a Service or Non-Company Application to store or transmit Malicious Code; (vi) interfere with or disrupt the integrity or performance of any Service or Content or its related systems or networks; (vii) permit direct or indirect access to or use of the Services or Content in a way that circumvents a usage limit, or use any Services to access, copy, reproduce, or use any of the Company’s intellectual property except as permitted in a Service Agreement; (viii) modify, copy, translate, or create derivative works of a Service or any part, feature, or user interface thereof; (ix) copy Content, except as permitted in a Service Agreement; (x) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purpose as permitted in a Service Agreement; (xi) attempt to gain unauthorized access to the Services or Content or its related systems or networks, or perform unauthorized penetrating testing on the Services; (xii) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Services; (xiii) to the maximum extent permitted by applicable Law, modify, disassemble, reverse engineer, disassemble, deconstruct, or decompile any Service or Content or access such Service or content to: (1) build a competitive product or service; (2) build a product or service using similar ideas, features, functions, or graphics of the Service; (3) copy any ideas, features, functions, or graphics of the Service; or (4) determine whether the Services are within the scope of any patent; or (xiv) use, distribute, or make any Service, Content, or its functionality available to Users or any third party who is in one of the following countries, including without limitation any governmental authority, agency or similar jurisdiction of any such country’s government and/or a person or entity with its primary domicile or principal place of business in any of the following countries, except as expressly authorized on the applicable Schedule: Afghanistan, Armenia, Azerbaijan, Belarus, Burma, Cambodia, Central African Republic, China, Congo (DRC), Cuba, Cyprus, Eritrea, Georgia, Haiti, Hong Kong, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Lebanon, Libya, Mongolia, Moldova, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Venezuela, Vietnam, Yemen or Zimbabwe. Fees for the Services are based on use of the Services in a manner consistent with the Documentation. If Customer uses the Services in a manner that is outside or in violation of the Documentation, then Customer will cooperate with Company to address any applicable burden on the Services or pay an additional mutually agreed upon fee.
    4. Customer Representations and Warranties. Customer represents and warranties that it shall: (i) ensure that the access and use of the Services by Customer is permitted by applicable Law; (ii) it possess the necessary rights and authority to grant Company the rights set forth in the Terms with respect to Customer Data; (iii) be responsible for Users’ compliance with these Terms and any Service Agreement; (iv) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired the Customer Data, Customer’s use of the Customer Data with the Services, and the interoperation of any Non-Company Application with which Customer uses the Services or Content; (v) use best efforts to prevent unauthorized access to or use of the Services and Content, and notify the Company promptly of any such unauthorized access or use; (vi) use Services and Content only in accordance with these Terms; and (vii) obtain all consents and releases that are required by Law from individuals or otherwise in order for Company to provide the Services, and for Customer to access and use the Services, set forth in the Terms. Any use of the Services in breach of the foregoing by Customer or Users that, in Company’s sole discretion and judgement, threatens the security, integrity, or availability of the Services may result in an immediate suspension of the Services.
  9. Hardware Warranty and Returns.
    1. General. The Company warrants to the Customer, commencing from the date of shipment to the location designated by the Customer and continuing for the Subscription Term, the Hardware shall be substantially free from defects in materials and workmanship (the “Hardware Warranty”).
    2. Remedies. The Customer’s sole and exclusive recourse, and the sole and exclusive liability of the Company and its suppliers and licensors for any violation of the Hardware Warranty shall be, at the Company’s sole discretion, replacement of the non-conforming Hardware. The Company may replace the Hardware or its components with either new or refurbished products. In the event that the Hardware or its components are no longer available, the Company may replace the Hardware with a similar product with similar functionality. The terms of the Hardware Warranty shall apply to any replaced Hardware unit for the Subscription Term.
    3. Returns. To request a return under the Hardware Warranty, the Customer must notify the Company within an applicable warranty period. If the Company approves the return request, the Customer will be issued a Return Materials Authorization (“RMA”). The RMA will contain information regarding the return process, including the materials to be returned and shipping directions. The Customer shall bear the cost of shipping and insurance for the return shipment unless otherwise agreed upon in writing by the Company. The Company will not be responsible for any loss or damage to the Hardware during shipping. The Company reserves the right to reject and returned Hardware that is not accompanied by a valid RMA or that does not meet the terms of the Hardware Warranty or any additional return policies that the Company may establish from time to time.
  10. Biometric Data and Privacy.
    1. Purpose. The Company may, either directly or indirectly through its vendors, collect, store, and use Biometric Data, images, personal identifiable information, and other personal data provided by the Customer for the purpose of access control, security, safety, employee and visitor identification, operational needs, and preventing fraud or other misappropriation or theft in association with Customer's property or facility, as well as maintain and enhance the Service. “Biometric Data” comprises: 1) biometric identifiers including data captured by a retina or iris scan, fingerprint scan, voiceprint, or scan of hand or facial geometry; and 2) other biometric information, regardless of how it is captured, converted, stored, or shared, that is based on an individual’s biometric characteristics used to identify an individual.
    2. Biometric Data Privacy. The Customer expressly acknowledges and agrees that information processed in connection with these Terms includes Biometric Data, images, personal identifiable information, or other personal data which may include or constitute biometric information, as defined by applicable Law. Customer will process Biometric Data in compliance with applicable state and federal data protection Laws and any applicable privacy policies. The Customer shall be solely responsible for obtaining or causing to be obtained the consent and release required under applicable Law (the “Consent”) from each individual as necessary to allow for the performance of the Services, and Customer shall provide to the Company, upon the Company’s request, evidence of such Consent. Notwithstanding any other provision in this Agreement, no Parties hereto shall (i) use or disclose Biometric Data except in accordance with these Terms, any applicable privacy policies or data protection Laws, and such use or disclosure will be solely as needed for the permitted uses and for no other purpose; (ii) retain personal information longer than needed for the permitted uses or as required by applicable Law. Customer acknowledges and understands that the regulatory landscape surrounding the collection of Biometric Data and personal identifiable information is constantly changing, and Customer shall comply with any such changes in the Law to the extent they apply to the Customer’s obligations herein.
    3. Retention and Deletion of Biometric Data. The Company will retain Biometric Data for as long as necessary to fulfill the purposes for which it was collected or as required by applicable Laws. The Company will delete or permanently de-identify Biometric Data in the Company's possession or control when it is no longer needed for such purpose or as required by applicable Laws.
    4. Data Security. The Company is committed to protecting the security of Biometric Data. The Company and its vendors implements reasonable and appropriate technical, administrative, and physical safeguards to protect the Biometric Data from unauthorized access, disclosure, or use. However, Customer acknowledges that no method of transmission over the Internet or electronically is completely secure, and the Company cannot guarantee the absolute security of any Biometric Data.
    5. Transparency. The Customer shall provide clear and conspicuous notice to individuals regarding the collection, use, and storage of their Biometric Data as required by applicable Laws, including the specified purpose for which the data is being collected and the length of time it will be retained.
    6. Prohibition on Sale or Disclosure. The Company or Customer shall not sell, lease, or trade an individual’s Biometric Data, nor shall it disclose the Biometric Data to any third party without obtaining the individual’s consent.
  11. Indemnification. Customer shall indemnify, defend, hold harmless, and reimburse the Company, and its Affiliates, subsidiaries, officers, agents, and employees (“Company Indemnitees”) from and against any and all claims, losses, damages, liabilities, costs, expenses, penalties, or obligations (including attorneys’ fees and the cost of notifying individuals of a breach or violation of applicable Law by Customer, Users, or its subcontractors or agents)(“Claim”), which the Company may incur due to: (a) a breach of the Terms or Service Agreement by Customer; or (b) a violation of applicable Law by Customer, Users, or its subcontractors or agents. Customer shall pay any settlement of and any damages finally awarded against any Company Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Company (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Company’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.
  12. Limitations of Liability.
    1. Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THE TERMS, COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO ANY HARDWARE OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THE TERMS, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, COMPANY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. COMPANY DOES NOT WARRANT THAT THE HARDWARE OR SERVICES WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF THE HARDWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
    2. No Indirect Damages. Subject to the exceptions below, under no circumstances and under no legal theory, whether in tort, contract, or otherwise, shall either party be liable to the other or to any other person for any indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.
    3. Direct Damages. Subject to the exceptions below, the aggregate, cumulative liability of each Party under this Agreement shall be limited to the amount paid or payable by Customer to Company during the twelve (12) months preceding the incident or claim; provided, however, Company’s shall have no liability relating directly to any Free Trial. The foregoing shall not limit Customer’s payment obligations. The existence of more than one claim will not enlarge this limit.
    4. Exceptions. None of the exclusions or limits on liability above will apply to limit a Party’s liability arising from: (i) misappropriation of any Company intellectual property or any use or disclosure of any Service beyond the rights granted, including without limitation violation of any of the use restrictions in this Agreement; (ii) Customer’s obligation to pay the undisputed Fees owed to Company; (iii) the gross negligence or willful misconduct of that party; or (iv) Customer's obligation indemnify Company pursuant to Section 11.
  13. U.S. Government Rights. This section is applicable only if Customer is a U.S. government agency or a contractor to a U.S. government agency. The Services contain commercial computer software and documentation which are proprietary data belonging solely to Company and its licensors. Pursuant to DFARS 227.7202 or FAR 12.212, as applicable, the U.S. Government’s right to access, use and disclose the Services and any related documentation acquired under these Terms and the Service Agreement is subject to the restrictions thereof. The provisions of these Terms and the Service Agreement are fully applicable to the Government’s use and disclosure of the Services and any related documentation and shall supersede any conflicting terms or conditions.
  14. Miscellaneous.
    1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the other Party’s primary point of contact for this Agreement set forth in the Service Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    2. Independent Contractors. Nothing in these Terms or the Service Agreement shall be construed to imply a joint venture, partnership or principal-agent relationship between Company and Customer, and neither Party will have the right, power or authority to obligate or bind the other Party in any manner whatsoever.
    3. Amendment; Waiver. Subject to Section 14(d) of these Terms, no modification of or amendment to the Service Agreement, nor any waiver of any rights thereunder, shall be effective unless in writing signed by the Parties hereto. The failure by either Party to enforce any rights under these Terms or the Service Agreement shall not be construed as a waiver of any rights of such Party.
    4. Entire Agreement; Modification of Terms. These Terms and the Service Agreement supersede all prior agreements and representations between the Parties regarding the subject matter set forth herein. Company may make changes to these Terms from time to time. If Company makes a material change to any of the Terms, Company will notify Customer: (i) as set forth in Section 14(a) of these Terms; or (ii) through a banner or other prominent notice within the Services.
    5. Severability. If any provision of these Terms or the Service Agreement is adjudicated as being invalid or unenforceable, the respective Terms or Service Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the Parties. To the extent permitted by applicable Law, the Parties waive any provision of Law that would render any clause of these Terms or the Service Agreement prohibited or unenforceable in any respect.
    6. Force Majeure. In no event shall Company be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to a Force Majeure Event as defined in these Terms.
    7. Governing Law; Submission to Jurisdiction. These Terms and the Services Agreement are governed by and construed in accordance with the internal Laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the Laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms or the Service Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    8. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of Law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms and the Service Agreement are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Company may assign these Terms or the Service Agreement to any party without the consent of Customer.
    9. Construction. Headings contained in these Terms are for convenience of reference only and do not form part thereof. A word importing the singular includes the plural and vice versa.