Terms of Service

Last Updated: April 10, 2024

These terms of service (the “Terms of Service") of Record System, Inc, a Delaware corporation (“Provider”), shall be deemed incorporated into and made a part of each Sales Order and shall not be modified, supplemented, or superseded by any terms or conditions in any Sales Order except as expressly agreed to in a written agreement by and between Provider and Customer (defined below). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Sales Order.

Table of Contents

• Definitions
• Services
• Use Restrictions, Service Usage and Data Storage
• Customer Obligations
• Service Levels and Credits
• Data Backup
• Security
• Data Protection and HIPAA Compliance
• Related Agreements
• Publicity
• Fees and Payment
• Limitation of Liability
• Data Security
• Confidentiality
• Intellectual Property Rights
• Dispute Resolution and Governing Law
• Contact Information
• Representations and Warranties
• Force Majeure

• 1. Definitions.

  • All capitalized terms used but not defined in these Terms of Service or the Sales Order shall have the meanings given to such terms in the following document: The Definitions Exhibit. All terms defined in the Definitions Exhibit are incorporated herein by this reference.

• 2. Services.

  • 2.1 Access and Use. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the Access Credentials within a reasonable time following the Effective Date. If total number of Cases exceeds the then-applicable Case Tier Limit, Provider will charge Customer the applicable Excess User Fees, Case Overage Fees as outlined in Sections 9.3 below. Provider reserves the right to not allow Customer to exceed any applicable Case Tier Limit.
  • 2.2 Documentation License. Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
  • 2.3 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:
    • (a) Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and
    • (b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any:
      • (i) information, instructions, or materials provided by any of them to the Services or Provider;
      • (ii) results obtained from any use of the Services or Provider Materials; and
      • (iii) conclusions, decisions, or actions based on such use.
  • 2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.
  • 2.5 Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's Services to its customers; (ii) the competitive strength of or market for Provider's Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.
  • 2.6 Subcontractors. Provider may from time to time in its discretion engage third parties to perform the Services (each, a "Subcontractor").
  • 2.7 Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if:
    • (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or
    • (b) Provider believes, in its sole discretion, that:
      • (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications;
      • (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or
      • (iii) this Agreement expires or is terminated. This Section 2.7 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under this Agreement.

• 3. Use Restrictions, Service Usage and Data Storage.

  • 3.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
    • (a) copy, modify, or create derivative works or improvements of the Services or Provider Materials;
    • (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
    • (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
    • (d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
    • (e) input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
    • (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider's provision of services to any third party, in whole or in part;
    • (g) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
    • (h) access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer, or that violates any applicable Law;
    • (i) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product for any other purpose that is to the Provider's detriment or commercial disadvantage; or
    • (j) otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section 3.1.
• 3.2 Service Usage and Data Storage. The Sales Order sets forth Fees for designated levels of Authorized Users, usage, and data storage (each a “Service Allocation”), beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date. If Customer exceeds its Service Allocation for any relevant period, Customer shall also pay to Provider the applicable excess fees set forth on the Sales Order or these Terms of Service (the “Fees”). Customer acknowledges that exceeding its then-current Service Allocation may result in service degradation for Customer and other Provider customers and agrees that:
  • (a) Provider has no obligation to permit Customer to exceed its then-current Service Allocation; and
  • (b) Customer is not entitled to any Service Level Credits for periods during which Customer exceeds its then-current Service Allocation, regardless of whether the Services fail to meet the Availability Requirement during such period.

• 4. Customer Obligations.

  • 4.1 Customer Systems and Cooperation. Customer shall at all times during the Term:
    • (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used;
    • (b) provide Provider Personnel with such access to Customer's premises and Customer Systems as is necessary for Provider to perform the Services in accordance with the Availability Requirement and Specifications;
    • (c) obtain all necessary approvals from Customer’s clients relating to such Customer clients receiving communications sent through or facilitated by the Provider Systems, including automated messages; and
    • (d) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.
  • 4.2 Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure").
  • 4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by 3.1, Customer shall cause its Authorized Users to immediately:
    • (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and
    • (b) notify Provider of any such actual or threatened activity.
  • 4.4 Non-Solicitation. During the Term and for two years after, Customer shall not, and shall not assist any other Person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor any Person then or within the prior twelve months employed or otherwise engaged by Provider. In the event of a violation of this Section 4.4, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or contractor during the prior twelve months.
  • 4.5 SMS Notifications and User Consent. By registering on the Provider's app and providing your mobile phone number, you hereby expressly consent to receive SMS text messages from Provider. These messages may include, but are not limited to, updates about your case status, appointment reminders, and other relevant notifications.
    • Opt-In Procedure: Users opt-in to receive SMS notifications by providing their mobile phone number during the registration process on the Provider's. During registration, you will receive an opt-in message confirming your consent to receive such notifications.
    • Opt-Out Procedure: You have the right to opt-out of receiving SMS notifications at any time. To do so, reply "STOP" to any text message you receive from us. Upon receiving your "STOP" message, you will be unsubscribed and will not receive any further SMS notifications unless you opt-in again.
    • Data Rates: Standard messaging and data rates may apply for any messages sent to or from you. You are responsible for any charges incurred with your mobile service provider as a result of receiving SMS notifications from Provider.
    • Privacy: Your privacy is of utmost importance to us. All personal information collected and used to facilitate the SMS notifications is processed and stored in accordance with our existing Privacy Policy.
    • User Acknowledgment: By opting in, you acknowledge that you have read, understood, and agree to the terms outlined in this section.

• 5. Service Levels and Credits.

  • 5.1 Service Levels. Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to make the Services Available for at least ninety-five percent (95%) of the Business Hours as measured over the course of each calendar year during the Term (each such calendar year, a "Service Period"), excluding unavailability as a result of any of the Exceptions described below in this Section 5.1 (the "Availability Requirement"). "Service Level Failure" means a material failure of the Services to meet the Availability Requirement. "Available" means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are "Exceptions" to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that are due, in whole or in part, to any:
    • (a) act or omission of Customer or any Authorized User, or use of the Services by Customer or any Authorized User that does not strictly comply with this Agreement and the Specifications;
    • (b) Customer Failure;
    • (c) Customer's or its Authorized User's Internet connectivity;
    • (d) Force Majeure Event;
    • (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement;
    • (f) Scheduled Downtime; or
    • (g) disabling, suspension, or termination of the Services pursuant to section 7.
  • 5.2 Service Level Failures and Remedies. In the event of a Service Level Failure, Provider shall issue a credit to Customer equal to the (A) quotient of (i) the amount of time of the Service Level Failure divided by (ii) the total Business Hours in the Service Period multiplied by (B) the Fees for the Service Period in which the Service Level Failure occurred (each a "Service Credit"), subject to the following:
    • (a) Provider has no obligation to issue any Service Credit unless: (i) Customer reports the Service Failure to Provider immediately on becoming aware of it; and (ii) requests such Service Credit in writing within twenty-four (24) hours of the Service Level Failure; and
    • (b) in no event will a Service Level Credit for any Service Period exceed five percent (5%) of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.
    
    Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This 5.2 sets forth Provider's sole obligation and liability and Customer's sole remedy for any Service Level Failure.
  • 5.3 Scheduled Downtime. Provider will use commercially reasonable efforts to:
    • (a) schedule downtime for routine maintenance of the Services, and
    • (b) give Customer at least twenty-four (24) hours prior notice of all scheduled outages of the Services ("Scheduled Downtime").
  • 5.4 Service Support. The Services include Provider's standard customer support services ("Support Services") which will be available to Customer from 9 a.m. to 5 p.m. on Business Days. Provider may amend its Support Services from time to time in its sole discretion. Customer may purchase enhanced support services separately at Provider's then-current rates.

• 6. Data Backup.

  • The Provider Systems are programmed to perform routine data backups pursuant to Provider’s internal backup policies. In the event of any loss, destruction, damage, or corruption of Customer Data caused by the Provider Systems or Services, Provider will, as its sole obligation and liability and as Customer's sole remedy, use commercially reasonable efforts to restore the Customer Data from Provider's then most current backup of such Customer Data.

• 7. Security.

  • 7.1 Data Privacy and Information Security. Provider will employ security measures in accordance with Provider’s data privacy and security policy, as amended from time to time, a current copy of which is set forth at https://www.getrecord.com/privacy-policy/.
  • 7.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for:
    • (a) all Customer Data, including its content and use;
    • (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services;
    • (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems");
    • (d) the security and use of Customer's and its Authorized Users' Access Credentials; and
    • (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
  • 7.3 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to:
    • (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and
    • (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

• 8. Data Protection and HIPAA Compliance.

  • At Provider, we prioritize the privacy and security of our users' data. We have implemented robust security measures to protect user data from unauthorized access, disclosure, alteration, and destruction. We are also compliant with the Health Insurance Portability and Accountability Act (HIPAA), which means we adhere to stringent standards to safeguard sensitive patient health information. For more details about our data protection practices, please refer to our Privacy Policy.

• 9. Related Agreements

  • These Terms of Service hereby incorporate the terms of the following related Provider agreements and policies:
    • Privacy Policy available at https://www.getrecord.com/privacy-policy/.
    • End User License Agreement available at https://www.getrecord.com/eula/.
    • AI Disclosure available at https://www.getrecord.com/ai-disclosure/.

• 10. Publicity

  • Provider shall have the right to use Customer's name, logo, and related trademarks ("Customer Trademarks") for promotional purposes. This includes the display of Customer Trademarks on Provider's website, in marketing materials, and verbally in communications with prospective customers. Provider's use of Customer Trademarks will be in a manner representative of the Customer's engagement with Provider's products or services. This right is granted in a non-exclusive, royalty-free manner and is intended to showcase Customer as representative of Provider's clientele.
  • Customer otherwise agrees to reasonably cooperate with Record System, Inc. to serve as a reference account upon request.

• 11. Fees and Payment.

  • 11.1 Services and Fees. The specific Services that Customer is subscribing to are as described in an order form or online order (in either case, an "Order Form") that is agreed to by Customer. Each Order Form is subject to and governed by this Agreement. Fees for the Services ("Fees") are as specified in the Order Form.
  • 11.2 Payment Terms. Customer will pay Provider the Fees in accordance with the Order Form. Provider charges a one-time fee of $99 for each End User that logs into a case on the app for the first time. This fee covers unlimited usage of the Services until the case is resolved.
  • 11.3 Billable to Client. The Fees for the Services can be billed to the client as a hard cost, recoverable at settlement.
  • 11.4 Fee Changes. Provider reserves the right to change the Fees or applicable charges and to institute new Fees at the end of the initial term specified in the Order Form or any renewal term (the "Term") upon 30 days' prior notice to Customer (which may be sent by email).
  • 11.5 Billing Inquiries. If Customer believes that Provider has billed Customer incorrectly, Customer must contact Provider no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Provider's customer support department.
  • 11.6 Late Payment. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
  • 11.7 Taxes. Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Provider's net income.

• 12. Limitation of Liability

  • Provider's liability arising out of or related to this Agreement will not exceed (i) the fees paid by Customer to Provider for the Services under this Agreement in the one (1) month prior to the act that gave rise to the liability in the case of Customers that pay monthly, or (ii) the fees paid by Customer to Provider for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability in the case of Customers that pay annually, in each case, whether or not Provider has been advised of the possibility of such damages.
  • Neither party will be liable to the other for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement.
  • The liabilities limited by this section apply (i) to liability for negligence; (ii) regardless of the cause of action; (iii) even if Provider is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (iv) even if Customer's remedies fail of their essential purpose.

• 13. Data Security

  • Provider will maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of Customer Data.
  • If required by applicable data protection laws, Provider will enter into a data processing agreement with Customer.

• 14. Confidentiality.

  • 14.1 Confidential Information. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to ion 14.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential." Without limiting the foregoing, all Provider Materials are the Confidential Information of Provider and the financial terms and existence of this Agreement are the Confidential Information of Provider.
  • 14.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:
    • (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement;
    • (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement;
    • (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
    • (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
  • 14.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during the Term of this Agreement and for a period of three years thereafter:
    • (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
    • (b) except as may be permitted by and subject to its compliance with ion 14.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; and (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this n 14.3;
    • (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
    • (d) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this 14.
    • (e) Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 11 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
  • 14.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall:
    • (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 14.3; and
    • (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this 14.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

• 15. Intellectual Property Rights.

  • 15.1 Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
  • 15.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 15.2.
  • 15.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider's, its Subcontractors', and the Provider Personnel's rights and perform Provider's, its Subcontractors', and the Provider Personnel's obligations hereunder.

• 16. Dispute Resolution and Governing Law.

  • All matters relating to the Service and these Terms of Service, including any dispute or claim arising from or related to these terms (including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nevada.

• 17. Contact Information.

  • If you have any questions or concerns about these Terms of Service or our Service, please feel free to reach out to us. You can contact us at:

    Record System, Inc.
    817 S Main St,
    Las Vegas, NV 89101

    For legal notices: [email protected]

    For feedback, comments, requests for technical support, and other communications relating to the Service: [email protected]

• 18. Representations and Warranties.

  • 18.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
    • (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
    • (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
    • (c) when Customer has executed and delivered the Sales Order, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
  • 18.2 Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.
  • 18.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider as follows:
    • (a) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law; and
    • (b) the execution of the Sales Order by its representative whose signature is set forth at the end of the Sales Order has been duly authorized by all necessary corporate or organizational action of such party.
  • 18.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 18.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

• 19. Force Majeure

  • Neither party will be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) for causes beyond the party's reasonable control and not caused by that party's fault or negligence, to the extent such causes are beyond the party's reasonable control and the party gives prompt notice thereof. Such causes may include, but are not limited to, acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, or unusually severe weather. In the event of such a cause, the time for performance will be extended for a period equal to the period of delay or inability to perform due to such occurrence.