By signing an Order Form that references this Services Agreement (collectively, “Agreement”) Guest Intake (“Guest Intake”) and you (“Company”) agree as follows:
The following capitalized terms have the meanings set forth below:
1.01.”Application(s)” means the specific edition of Guest Intake’s online guest intake form software, API’s, health forms and other software applications and add-on identified in an Order Form developed, operated, and maintained by Guest Intake, its corresponding Documentation, and online or offline components, if any, to which Company is being granted access under this Agreement as part of the Subscription Services.
1.02.”Guest Intake” means a product of Book4Time Inc., a Province of Ontario Canada corporation, with an office at 306 Town Centre Blvd, Suite 200, Markham, Ontario L3R0Y5 Canada, or its successors and assigns.
1.03.”Guest Intake Material(s)” means information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics and interactive features generated, provided or otherwise made accessible on or through the Applications, Subscription Services and/or Professional Services.
1.04. “Guest Intake Properties” means Applications, Subscription Services and Professional Services.
1.05.”Guest Intake Technology” means all of Guest Intake’s and its licensors’ proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, the Documentation, training materials, templates, and other tangible or intangible technical material or information, used by Guest Intake to provide the Subscription Services.
1.06.”Commercial Offering(s)” means Company’s products and/or services, including those of its suppliers, which are made available to Purchasers through the Subscription Services. Commercial Offerings are inclusive of any online or offline marketing and sales efforts or transactions with Purchasers.
1.07.”Company” means the legal entity identified in the Order Form that incorporates by reference the terms and conditions of this Agreement.
1.08.”Company Data” means any data, information or material provided or submitted to the Subscription Services by Company or Purchasers in the course of using the Subscription Services. Company Data includes its Purchaser’s appointments, personal data and booking information of Company (“Company Appointment Data”).
1.09.”Company Material(s)” means any Company-provided audio files, logo images, digital photographs and other graphic files, text, branding guidelines, style guides, and other data, documentation or materials.
1.10.”Deliverable(s)” means any work product or other deliverables to be developed and/or provided to Company in connection with the performance of Professional Services.
1.11.”Documentation” means the online user instructions and help files made available by Guest Intake as part of the user interface for the Subscription Services, as updated from time to time.
1.12.”Effective Date” means the date of latest execution of an Order Form that incorporates by reference the terms and conditions of this Agreement.
1.13.”Order Form(s)” means a form evidencing the initial subscription for the Subscription Services and any subsequent order forms submitted online or in written form, specifying Subscription Services or Professional Services purchased, the applicable fees, and other terms as agreed to between the parties.
1.14.”Participating Property” means each of Company’s individual business locations expressly identified in the applicable Order Form to which the Subscription Services, or Professional Services will be made available during the Subscription Term.
1.15.”Payment Information” means credit card holder names, billing addresses, credit card numbers and expiration dates as entered by Company and Purchasers.
1.16.”Professional Service(s)” means training, marketing, support or other professional services that Guest Intake may perform pursuant to a mutually agreed-upon SOW issued pursuant to this Agreement or purchased pursuant to an Order Form, as applicable.
1.18.”Purchaser(s)” means individuals or companies who interact with the public-facing user interface, forms and features of the Subscription Services for purposes of conducting business with Company. Purchasers are not Users.
1.19.”Purchaser Services” means publicly accessible services offered by Guest Intake that Purchasers may utilize or purchase.
1.20.”Security Policy” means the policy describing the reasonable and appropriate security controls Guest Intake takes to protect the Services, Company Data against foreseeable hazards, which is located at and incorporated herein by reference.
1.21.”Subscription Instance” means a unique account ID issued by Guest Intake to Company, or each Participating Property, as identified on the Order Form.
1.22.”Subscription Services” means the provisioning, hosting, maintenance and support of the Applications by Guest Intake and its third party providers by and through the Guest Intake Technology.
1.23.”Subscription Term” means the minimum annual period during which Company purchases the Subscription Services, as set forth in the applicable Order Form.
1.24.”User(s)” means Company’s employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Services on behalf of Company for Company’s internal business and have been supplied user identifications and passwords by Company (or by Guest Intake at Company’s request). Users are not Purchasers.
2.Provision of Subscription Services
Guest Intake will make the Subscription Services available to Company pursuant to this Agreement and the relevant Order Form during each Subscription Term ordered. Company shall register for an account on the Subscription Services (a “Company Account”) and Company shall provide accurate and complete information and keep Company Account information updated. Company is solely responsible for the activity that occurs on the Company Account, and for keeping the Company Account password secure. Company shall be responsible for the acts or omissions of any person, including without limitation Users, who access the Guest Intake Properties using passwords or access procedures provided to or created by Company. Guest Intake will host the Applications for which Company purchases a subscription (except for off-line components for such Applications) as part of the Subscription Services. Company’s use of the Subscription Services includes the right to access all functionality available for the Application as of the date of Order Form. Subsequent enhancements to the Applications made generally-available to all subscribing customers for the same offering will be made available to Company at no additional charge and are subject to the terms of this Agreement. However, any new Applications, modules or enhancements that are not offered generally by Guest Intake as part of the purchased Subscription Services may require the payment of additional fees, and Guest Intake will determine at its sole discretion whether access to any of the foregoing requires an additional fee. In connection with the foregoing and subject to this Agreement, Guest Intake grants Company a limited, revocable, non-exclusive, non-assignable and non-transferable license to access, use, display and run the Subscription Services through a generally available web browser, mobile device or Guest Intake authorized application (but not through scraping, spidering, crawling or any other technology or software used to access data without the express written consent of Guest Intake) for use in connection with Company’s business in accordance with the terms and conditions set forth in this Agreement.
3. Professional Services
Guest Intake may provide Company with Professional Services as mutually agreed upon and as identified in an Order Form or SOW mutually executed by Guest Intake and Company. Each SOW will include, at a minimum: (i) a description of the Professional Services and any Deliverables; (ii) the schedule for the provision of such Professional Services; and (iii) fees and payment terms for such Professional Services, if not elsewhere specified. All SOWs are part of and subject to this Agreement. If either Company or Guest Intake request a change in any of the specifications, requirements, Deliverables, or scope of the Professional Services described in a SOW, mutually agreed-to changes in Professional Services or Deliverables will be binding against the parties only upon execution of a written change order signed by both parties (“Change Order”). Executed Change Orders are part of, and subject to, this Agreement. Company acknowledges that Guest Intake’s ability to timely deliver Professional Services is dependent in part upon Company’s ongoing cooperation and assistance. Accordingly, Company will supply to Guest Intake, on a timely basis, all information, material and assistance reasonably necessary for Guest Intake to perform the Professional Services, including, without limitation, the Company Data and such additional information, material and assistance identified in the applicable Order Form or SOW. Guest Intake’s period of performance under this Agreement shall be appropriately and equitably extended to account for any delays resulting from Company’s failure to fully comply with the foregoing.
4. Acceptable Use
Company may only use the Subscription Services in accordance with the Documentation and this Agreement for purposes of operating its business and not for further resale or distribution. Unless otherwise set forth in an Order Form, Company understands and agrees each Participating Property must obtain at least one Subscription Instance for the Subscription Services. Subscription Instances may not be shared among two or more Participating Properties. If any unauthorized person or entity attempts to visit or enter the Guest Intake Properties, they shall be deemed to be accessing a computer without authorization and trespassing on the Guest Intake Properties and shall be liable for damages resulting therefrom. Company’s violation of the provisions of any license granted by Guest Intake under this Agreement shall constitute, among other offenses, trespass, breach of contract, and access of a computer without authorization with the intent to cause damage. Company will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Guest Intake Properties available to any third party other than Users and Purchasers; (ii) use Guest Intake Properties to collect, transmit or process (a) infringing, offensive, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (b) send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines on or through Guest Intake Properties that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (c) confidential health information governed under the Health Insurance Portability and Accountability Act of 1996 (HIPAA); (d) unencrypted identifiable financial information (such as Social Security numbers, credit card numbers, bank account numbers, or bank routing information); (e) password information for any third-party users (iii) interfere with or disrupt the integrity or performance of the Guest Intake Properties; or (iv) attempt to gain unauthorized access to the Guest Intake Properties; (v) access Guest Intake Properties for the purpose of building a similar or competitive offering; (vi) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile Guest Intake Properties or any part thereof or otherwise attempt to discover any source code or modify the Guest Intake Properties. Company is responsible for all Users’ compliance with this Agreement, for charges incurred by Users under Company Account, and for ensuring that Users maintain the confidentiality of their passwords and user names. Certain editions of the Applications offer integration capabilities via an application programming interface, or API. Guest Intake may (but have no obligation to), in its sole discretion, remove or modify any content, data or information submitted by Company which Guest Intake deems to violate this section. Company agrees that it (and that Company’s provision of its Commercial Offerings) shall comply with any and all applicable laws, rules and regulations relating to the collection, use, storage, processing and disclosure of personally identifiable information (including any Company Data containing personally identifiable information or any other personally identifiable information of any Users or Purchasers), as that term is defined in any applicable jurisdiction (collectively, “Privacy Laws”). Guest Intake shall not be responsible for and shall incur no liability arising out of Company’s compliance with any Privacy Laws. If Company does not agree to any provision of this Section 4, Company may not use the Guest Intake Properties or any other services offered by Guest Intake.
5. Purchaser Terms
During the Subscription Term, Company may conduct business with Purchasers relating to the Commercial Offerings, including without limitation, entering into correspondence with, advertising, selling, or offering promotions to Purchasers regarding such Commercial Offerings. Company warrants to Guest Intake that Company has the legal right to engage in the foregoing activities with respect to the Commercial Offerings. In furtherance of the foregoing and on the condition that Purchaser complies with all terms and conditions of this Agreement and subject to this Agreement, Guest Intake grants such Purchaser a limited, revocable, nonexclusive, nonassignable right and license to access, use, display and run the Purchaser Services through a generally available web browser, mobile device, or Guest Intake authorized application to completed intake forms, make appointments, make purchases, and for any other use that Guest Intake currently makes available or may make available through the Purchaser Services. Company is solely responsible for the terms, conditions, warranties or representations associated with conducting business with Purchasers relative to the Commercial Offerings. Company acknowledges and agrees that Company is solely responsible for establishing and enforcing the terms and conditions under which each Purchaser accesses and uses the Subscription Services for purposes of transacting business with Company, provided such will contain terms and conditions that substantially and without contradiction: (i) inform Purchasers that Guest Intake operates all or portions of Company’s web site pursuant to contractual agreements with Company, the provider of the services and/or products sold on the website; (ii) state that Guest Intake and Company are not affiliates of one another and have no relationship with one another other than through these agreements; (iii) inform the Purchaser that Company may be collecting non-public personally-identifiable information about such Purchaser in connection with the Purchaser’s use of Company’s website and obtains the Purchasers’ consent as required by applicable law to Company’s and Guest Intake’s use of such non-public and personally-identifiable information for the foregoing purposes; (iv) expressly notifies the Purchaser that the Commercial Offerings offered by Company are in no way sponsored, endorsed or administered by, or associated with, Guest Intake; (v) disclaim on behalf of Guest Intake all implied and express warranties related to the Applications and Subscription Service, Company’s website, and the Commercial Offerings, and (vi) limit the liability of Guest Intake such that Guest Intake will not, to the maximum extent allowable by law, be liable to any Purchaser for any direct, indirect, consequential, exemplary, special or punitive damages, regardless of the nature of the claim asserted against Guest Intake and whether Guest Intake was informed of the possibility of such damages. In complying with the foregoing requirements, Company may refer to Guest Intake specifically or generically by use of terms such as “supplier,” “vendor,”,”service provider” or other similar term. In addition, Company will not make any warranties, representations or commitments to Purchasers in such terms of service which would (a) imply an endorsement by Guest Intake of any Commercial Offering; (b) purport to bind Guest Intake to any legal obligations owed by Company to the Purchaser; or (c) entitle any Purchaser to enforce the terms of this Agreement against Guest Intake. Guest Intake and Company will reasonably collaborate and mutually agree to include adequate disclaimers or notices on the Subscription Services to give effect to the foregoing provision. No Purchaser is a third party beneficiary of this Agreement.
6. Company Data
7. Data Safeguards
Except for account-specific configurable security settings in the Applications, Company acknowledges and agrees that the nature of the Applications and the hosting environment utilized to provide the Subscription Services prevent Guest Intake from implementing or maintaining customer-specific security policies or procedures for the protection of Company Data. However, at all times during a Subscription Term, Guest Intake will implement and maintain, and require that its third party providers implement and maintain, appropriate administrative, physical, and technical safeguards for the protection, security, confidentiality and integrity of Company Data, set forth in further detail in Guest Intake’s Security Policy (“Data Safeguards”). Guest Intake reserves the right to change the configuration of Guest Intake’s host computer system and change or eliminate equipment or software at any time in Guest Intake’s sole discretion. Guest Intake will promptly notify Company in the event of any known and verified breach of the Data Safeguards involving Company Data or Company’s Confidential Information. Company will promptly notify Guest Intake in the event of any known or suspected unauthorized use of a User password or Company account or any other breach of the Data Safeguards. Guest Intake and Company will provide each other reasonable cooperation and information in connection with any such incident. Company shall not issue any public communications, including without limitation any communication via social media, regarding an unauthorized disclosure of Company Data without Guest Intake’s consent, provided the foregoing will not limit or restrict Company from communicating with legal authorities, auditors, insurance providers, or legal advisors.
8. Third Party Services
9. Intellectual Property Rights
9.1. License to Use Company Data and Company Materials. Subject to the terms and conditions of this Agreement, including Guest Intake’s confidentiality obligations, Company hereby grants Guest Intake a limited, non-exclusive, sublicensable, royalty-free, worldwide license to use the Company Materials and Company Data and perform all acts with respect to the foregoing during a Subscription Term, solely as may be necessary for Guest Intake to exercise the rights or perform the obligations set forth in this Agreement. Company further grants to Guest Intake a limited, non-exclusive, sublicensable, royalty-free, worldwide license to copy and distribute Company Materials and Company Data directly or indirectly through Guest Intake’s authorized partners, resellers, content aggregators, distributors, and/or marketing service providers, unless Company has implemented features in the Application to opt-out of such distribution, in which case the foregoing license is null and void.
9.2.Ownership of Company Data and Company Materials. Company and its licensors retain all right, title and interest, including all related intellectual property rights, in and to Company Data and Company Materials. This Agreement does not convey to Guest Intake any rights of ownership in or related to the Company Data or Company Materials. As between Guest Intake and Company, Company, and not Guest Intake, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of all Company Materials and Company Data submitted to the Application.
9.3.Company Trademark License. During the Subscription Term, Company grants to Guest Intake a royalty-free, worldwide, non-exclusive, sub licensable license to use and display as part of or in connection with the Subscription Services or other third party services those Company or third party trademarks or service marks that are contained in the Company Materials (“Company Marks”). Guest Intake has no rights to modify the Company Marks in any way without obtaining the prior consent of Company. If Guest Intake is performing Professional Services which entail Guest Intake’s use of Company Marks (for example, assisting Company with branding the user interface for the Application), then Guest Intake’s use of the Company Marks will be subject to Company’s prior review and approval, and Company will provide all necessary branding and trademark guidelines to Guest Intake as part of the engagement. If Company uploads Company Marks to the Subscription Services as permitted by the Documentation, then Company is solely responsible for ascertaining whether the use of Company Marks complies with Company’s branding and trademark guidelines.
9.4. Ownership of Company Marks. Guest Intake acknowledges that Company is the sole and exclusive owner of the Company Marks and all goodwill associated with the Company Marks and that Guest Intake’s use of the Company Marks pursuant to this Agreement will not create any right, title or interest in such Company Marks in Guest Intake. Guest Intake agrees that its use of the Company Marks and all goodwill associated with such use will inure to the benefit of and be on behalf of Company. Company will have the sole right and discretion to bring, prosecute and settle infringement, unfair competition and similar proceedings based on the Company Marks.
9.5. Ownership of Guest Intake Properties. Guest Intake and its licensors retain all right, title and interest, including all related intellectual property rights, in and to the Guest Intake Technology, the Guest Intake Materials, and the Guest Intake Properties. This Agreement is not a sale and does not convey to Company any rights of ownership in or related to the Guest Intake Technology, Guest Intake Materials or Guest Intake Properties. The Guest Intake name, the Guest Intake logo, and the product or service names associated with the Guest Intake Properties (“Guest Intake Marks”) are trademarks of Guest Intake or affiliated third parties, and no right or license is granted to use the Guest Intake Marks to Company, any User, or any other third-party without the prior, express written consent of Guest Intake. Company acknowledges that Guest Intake is the sole and exclusive owner of the Guest Intake Marks and all goodwill associated with the Guest Intake Marks vests in Guest Intake. Guest Intake will have the sole right and discretion to bring, prosecute and settle infringement, unfair competition and similar proceedings based on the Guest Intake Marks.
9.6. Feedback. Guest Intake will have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Guest Intake Technology, Guest Intake Materials, and/or Guest Intake Properties any suggestions, enhancement requests, recommendations or other feedback provided by Company and Users relating to the Guest Intake Technology, Guest Intake Materials or the Guest Intake Properties (“Feedback”). Company acknowledges and agrees that any Guest Intake Technology, Guest Intake Materials or Guest Intake Properties incorporating such Feedback is the sole and exclusive property of Guest Intake and all such Feedback is free from any confidentiality restrictions that might otherwise be imposed upon Guest Intake pursuant to Section 10 below.
9.7. Ownership of Deliverables. As between Guest Intake and Company, Company exclusively owns all right, title and interest in and to any Deliverables prepared in connection with Professional Services that constitute Company Data or Company Materials, or a derivative work of the foregoing (“Company Deliverables”), and Guest Intake hereby assigns and transfers to Company any right, title or interest that Guest Intake may acquire in or to any Company Deliverables upon receipt of payment in full from Company for the relevant Professional Services under which the Company Deliverables were prepared. Except for Company Deliverables, Guest Intake owns all rights, title and interest in and to all other Deliverables, including specifically any modification, enhancement or other derivative work of the Guest Intake Technology, Guest Intake Materials or Guest Intake Properties, and related intellectual property rights in such Deliverables. Subject to terms and conditions of this Agreement, and during the Subscription Term, Guest Intake hereby grants Company a limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely in connection with Company’s authorized use of the Application as part of the Subscription Service. Notwithstanding any other provision of this Agreement: (i) nothing herein may be construed to assign or transfer any intellectual property rights in the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise (“Tools”) used by Guest Intake to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Company, on the same terms as the Deliverables; and (ii) neither the term “Deliverables” or “Company Deliverable” includes the Tools.
9.8. Comparative Data. Company understands and agrees that portions of the Subscription Services may entail comparative analysis and/or reporting of Company or the Company Offerings vis-à-vis aggregated data about similar businesses or offerings (“Comparative Data”). To the extent that Company’s subscription to the Application includes features and functions that utilize or display Comparative Data, Guest Intake hereby grants Company a limited, non-exclusive, worldwide, royalty-free right and license to use such Comparative Data during the Subscription Term solely by Users for Company’s internal business use and not for further distribution. As a condition to receiving the foregoing license, Company grants Guest Intake a limited, non-exclusive, worldwide, perpetual, royalty-free right and license to use Company Data in unidentified form to aggregate it with Comparative Data, provided at no time will Comparative Data incorporate any Company Materials and/or identify Company, its Users, or Purchasers. Guest Intake retains all intellectual property rights in such aggregated Comparative Data.
9.9. Product Research Information. Company grants Guest Intake a limited, non-exclusive, worldwide, perpetual, royalty-free right and license to use information regarding Company’s use of the Subscription Services in a generalized and unidentified form for product research, product development, marketing, and business analysis (“Product Research Information”). Product Research Information may consist of, by way of example but not limitation: (i) aggregated total transactions, bookings, or revenue attained by all Guest Intake customers’ use of the Subscription Services, (ii) Application usage analysis, such as industry-specific use cases, most- or least-used features or functions, preferred integrations with third party systems or applications, average API calls, (iii) Application or other performance information. At no time will the foregoing incorporate any Company Materials and/or identify Company, its Users, or Purchasers. Guest Intake retains all intellectual property rights in such Product Research Information.
9.10. Take Down Notice and Procedure. Guest Intake will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material, including any Company Material, displayed by use of the Applications, or residing on Guest Intake’s websites or servers and will respond appropriately. If appropriate, and regardless of the merits of the alleged infringement, Guest Intake’s response may include removing or disabling access to any Company Material claimed to be the subject of infringing activity. If Guest Intake removes or disables access in response to such a notice, Guest Intake will notify Company or the owner of such material, as applicable, so that Company or the relevant owner can make a counter notification. Guest Intake will, following appropriate investigation, terminate or disable access to the Applications by repeat infringers.
10.1. Definition. “Confidential Information” means all non-public, confidential information of a party (“Disclosing Party”) disclosed to the other party under this Agreement (“Receiving Party”), whether orally or in writing, that is designated as confidential at the time of disclosure, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement. Confidential Information of Guest Intake may include pricing and discounts for the Subscription Services and Professional Services, the Guest Intake Technology, Application or Service roadmap information, Product Research Information, Comparative Data, Guest Intake’s supplier information, marketing plans, and Guest Intake company financial information.
10.2. Treatment of Confidential Information. Except with the Disclosing Party’s permission, the Receiving Party may not disclose the Confidential Information to any third party other than its contractors or authorized representatives who are subject to binding obligations of confidence substantially similar to those set forth in this Agreement.
10.3. Permitted Disclosure. The obligation of confidentiality does not apply to any Confidential Information that: (i) is or is hereafter made publicly available by the Disclosing Party, (ii) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (iii) is already known to the Receiving Party at the time of disclosure by the Disclosing Party without a breach of any obligation owed to the Disclosing Party; (iv) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party; or (v) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information (except for patentable subject matter, which is excluded from this exception); (vi) the Receiving Party is required to disclose by any applicable law, by any rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process; provided that the Receiving Party provides the Disclosing Party with prompt written notice of the requirement to disclose, reasonable assistance in the opposing or limiting of such disclosure and limits such disclosure to that strictly required by such court, government agency or legal process.
10.4. Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. The foregoing notwithstanding, Company irrevocably waives any right to enjoin or restrain the operation of the Applications or Subscription Services as a whole, or Guest Intake’s or its customers’ use of any content or other material used or displayed through the Subscription Services, other than Company’s Confidential Information.
11. Charges and Payment of Fees
11.1. Fees. Company will pay all fees set forth in each Order Form and each SOW. Unless an Order Form provides otherwise, fees for a Subscription Term are invoiced and payable monthly. Upon execution of an Order Form or SOW, all payment obligations are non-cancelable and all amounts paid are non-refundable except as otherwise expressly set forth in this Agreement. Unless otherwise set forth in the Order Form, all fees are payable in United States Dollars. Guest Intake’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Company is responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes imposed upon Guest Intake based on Guest Intake’s income. Company agrees to provide Guest Intake with complete and accurate billing and contact information. This information includes Company’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact.
11.2. Payment Errors. If Company believes any payment processed by Guest Intake in accordance with Section
11.3 is incorrect, Company must contact Guest Intake in writing within ten (10) days of the date of the applicable statement date containing the amount in question setting forth in specific detail the specifics of the amount(s) in dispute, or such payment will be deemed final.
11.3. Payment Methods. Guest Intake is pleased to accept payment for use of certain Guest Intake Properties by supported credit cards under the terms and conditions in this Section. Company hereby authorizes Guest Intake to bill Company’s credit card on file with Guest Intake on the Effective Date for the fees payable for the initial billing period and on each monthly anniversary of the Effective Date for the fees then payable. In addition, if Company utilizes one of Guest Intake’s Preferred Acquirers to process Purchaser payments for the Commercial Offerings, then Company hereby consents to have the Preferred Acquirer draw payments owed to Guest Intake under this Agreement as a direct debit from Company’s bank account rather than via credit card payment. For purposes of this Section, a “Preferred Acquirer” means a third party that processes credit and or debit card payments for the Commercial Offerings for Company. Payments made by means of a credit card or direct debit shall be due and payable immediately on the pertinent payment period set forth in the Order Form, and shall not require the issuance of a corresponding invoice. The availability of Services that are purchased by credit card or direct debit payments shall be subject to confirmation of payment receipt in full at the sole discretion of Guest Intake. By using a credit card to pay for the use of Guest Intake Properties, Company confirms that the card being used is Company’s. All credit card holders are subject to validation checks and authorization by the card issuer and Guest Intake is not obliged to inform Company of the reason for any refusal. Guest Intake bears no responsibility for Company card issuer or bank charging Company as a result of Guest Intake’s processing of Company payments in accordance with Company’s instructions. If Company’s order contains multiple services, Company may see multiple charges on Company’s credit or debit card statement. By execution of this Agreement, Company specifically and expressly affirms the applicable authorizations to effect such direct debits and/or charges.
11.4. Late Payment. Delinquent payments are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If Company or Guest Intake initiate termination of this Agreement, Company will be obligated to pay the balance due on Company’s account computed in accordance with the terms of this Agreement. Guest Intake reserves the right to impose a reconnection fee of 100% of the previous month’s Subscription Services fees if Company is suspended due to non-payment and thereafter requests access to the Subscription Services.
12. Term and Termination
12.1. Agreement Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with the provisions herein, will continue in full force and effect for so long as Order Forms are in effect between Company and Guest Intake.
12.2. Subscription Term; Renewal. Each Subscription Term commences on the date of execution of the applicable Order Form and continues for the period set forth in such Order Form. The Subscription Term shall automatically renew in successive and consecutive periods of the same length as originally purchased, unless Company provides written notice of non-renewal at least thirty (30) days prior to the upcoming Subscription Term renewal date. Guest Intake reserves the right to increase pricing for the Subscription Services applicable during a renewed Subscription Term, provided such (i) shall be noted in Guest Intake’s quote or other communication issued at least thirty (30) days prior to the upcoming Subscription Term renewal date, and (ii) shall not exceed Guest Intake’s then-current standard pricing for the such Subscription Services. If Company has purchased an annual Subscription Term and elects to terminate the receipt of Subscription Services during a Subscription Term for its convenience, Company must issue no less than sixty (60) days’ prior written notice of such termination, the effective date of termination shall be the last day of the second calendar month following receipt of notification. By way of example, if Company issues notice of termination on May 18th, termination shall not be effective, until July 31st. If Company has purchased a month-to-month Subscription Term and elects to terminate the receipt of Subscription Services during a Subscription Term for its convenience, Company must issue thirty (30) days’ prior written notice of such termination, the effective date of termination shall be the thirty (30) days following receipt of notification.
12.3. Termination for Cause. This Agreement may be terminated by either party for cause as follows: (i) upon thirty (30) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such thirty (30) day period, (ii) effective immediately and without notice if the other party is declared bankrupt or insolvent, ceases to do business without a successor, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder.
12.4. Termination by Guest Intake. Guest Intake may terminate this Agreement in the event that Company makes any disparaging statements or representations, either directly or indirectly, via social media and/or on publicly accessible Internet sites, about Guest Intake or its goods or services or any of its or their directors, officers, employees, agents. For purposes of the preceding sentence, a disparaging statement or representation is any which would cause or tend to cause the recipient of such communication to question the business condition, integrity, competence, good character or product quality of the person or entity to whom the communication relates.
12.5. Account Suspension. Guest Intake may immediately suspend Company’s, Users’ and Purchasers’ access to the Subscription Services in the event that (i) either Company, a User or Purchaser is engaged in, or Guest Intake in good faith suspects is engaged in, any unauthorized conduct (including any violation of the terms of this Agreement, any applicable law or third party right), or (ii) Company’s account is delinquent for more than sixty (60) days from the original payment due date. Guest Intake will notify Company prior to or contemporaneously to such suspension. Guest Intake will use diligent efforts to limit any suspension only to the affected portions of the Subscription Service, and to promptly restore the Subscription Services upon satisfactory cure or resolution of the issues triggering such suspension.
12.6. Effect of Termination. If Guest Intake and Company have issued a single Order Form pursuant to this Agreement, termination of the Order Form will automatically terminate this Agreement. If Guest Intake and Company (including Participating Properties) have issued multiple Order Forms pursuant to this Agreement, termination of one Order Form with a Participating Property will not terminate any other Order Form with a different Participating Property or this Agreement. However, upon termination of this Agreement pursuant to Section 12.3, all subscriptions granted under all Order Forms issued under this Agreement will terminate immediately. Upon termination of this Agreement or an Order Form, all rights and licenses granted by one party to the other under this Agreement will terminate, except with respect to Company Data in Guest Intake’s possession, which Guest Intake will make available to Company solely through existing reporting functionality in the Guest Intake application a file within thirty (30) business days of termination if so requested by Company in writing at the time of termination. Guest Intake reserves the right to withhold any Company Data in the event Company fails to pay any amount owed to Guest Intake when due, for so long as such payment is unpaid. Company agrees and acknowledges that sixty (60) days after the effective date of termination Guest Intake has no obligation to retain the Company Data and may, unless legally prohibited, delete such Company Data in its systems or otherwise in its possession or under its control. In the event of termination of a project set forth in an applicable SOW, Company agrees to pay Guest Intake all Professional Services fees due, and unreimbursed out-of-pocket expenses incurred by Guest Intake up to the date of termination or expiration of such SOW.
12.7. Survival. Sections: Section 1 (“Definitions”), Section 9 (“Intellectual Property Rights”, but excluding Section 9.1 and 9.3), Section 10 (“Confidential Information”), Section 12.6 (“Effect of Termination”), this Section 12.7 (“Survival”), Section 14.2 (“Warranty Disclaimer”), Section 15.1 (“Indemnification By Company”), Section 16 (“Limitation of Liability”), and Section 17 (“General Terms”) and any unpaid accrued payment obligations will survive notwithstanding the expiration or termination of this Agreement.
13. Interoperability Requirements
Company shall maintain the functional operation of all of Company’s mobile devises, websites, workstations, networks and Internet connections necessary to ensure proper operation of the Subscription Services, including without limitation installation and operation of any associated operating system and web browser according to applicable manufacturer specifications and recommendations. The communications and network interoperability for the Subscription Services require a high-speed Internet connection, modern web browser, modern smartphone and modern computer as published by Guest Intake.
14. Warranties; Disclaimers
14.1. Mutual Warranties. Each party represents and warrants that (i) it has the legal power and authority to enter into this Agreement and to perform its respective obligations hereunder; (ii) the obligations undertaken by such party have been authorized by all necessary action, corporate and otherwise; and (iii) the persons whose signatures appear on the execution page of each Order Form or SOW have been duly authorized to enter into this Agreement and the relevant Order Form or SOW on behalf of the party they represent. Guest Intake represents and warrants that it will provide the Subscription Services and Professional Services in a professional and workmanlike manner consistent with general industry standards reasonably applicable to the provision thereof and that during each Subscription Term the Applications and Subscription Services will perform substantially in accordance with the Documentation under normal use and circumstances.
14.2. Warranty Disclaimers. EXCEPT AS EXPRESSLY WARRANTED IN SECTION 13.1, GUEST INTAKE MAKES NO OTHER WARRANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE GUEST INTAKE PROPERTIES, GUEST INTAKE MATERIALS OR ANY GUEST INTAKE TECHNOLOGY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GUEST INTAKE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE GUEST INTAKE PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE GUEST INTAKE PROPERTIES WILL MEET COMPANY’S OR PURCHASERS’ REQUIREMENTS OR EXPECTATIONS, OR (C) THE GUEST INTAKE PROPERTIES OR THE GUEST INTAKE TECHNOLOGY THAT MAKE THE SUBSCRIPTION SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1 ABOVE, THE GUEST INTAKE PROPERTIES, GUEST INTAKE MATERIALS AND ALL GUEST INTAKE TECHNOLOGY IS PROVIDED TO COMPANY STRICTLY ON AN “AS IS” BASIS. ALL IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY GUEST INTAKE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15.1. By Company. Company will defend Guest Intake, its officers, directors, employees, and agents, data aggregators and publishers and pay all costs, damages, settlement amounts and expenses (including attorneys’ fees and costs) awarded by a court of competent jurisdiction that arises out of or in connection with any third party claim: (i) alleging that the Company Data, Company Materials, Company Marks, or Company Deliverables infringes the intellectual property rights, or rights of privacy or publicity, of a third party or violate applicable law; or (ii) which results from any dispute between Company and Purchaser, or Company and its suppliers or other third parties, or Company’s breach of Section 5 above, including in connection with the Commercial Offerings, without regard for the basis of such claim. The foregoing indemnification obligations apply provided that Guest Intake or data aggregator or publisher: (a) gives written notice of the claim promptly to Company; (b) gives Company sole control of the defense and settlement of the claim (provided that Company may not settle or defend any claim unless Company unconditionally releases Guest Intake of all liability and such settlement does not adversely affect Guest Intake’s business or Subscription Services); (c) provides to Company all available information and assistance; and (d) has not compromised or settled such claim. The indemnity set forth in this Section constitutes Company’s sole and exclusive obligation, and Guest Intake’s sole and exclusive remedy in connection with any third party claims arising in connection with this Agreement.
15.2. By Guest Intake. Guest Intake will defend Company, its officers, directors, employees, and agents and pay all costs, damages, settlement amounts and expenses (including attorneys’ fees and costs) awarded by a court of competent jurisdiction that arises out of or in connection with any third party claim alleging that the Applications or Subscription Services directly infringe a U.S. patent of a third party. The foregoing indemnification obligation applies provided that Company: (a) promptly gives written notice of the claim to Guest Intake; (b) gives Guest Intake sole control of the defense and settlement of the claim (provided that Guest Intake may not settle or defend any claim unless it unconditionally releases Company of all liability); (c) provides to Guest Intake all available information and assistance; and (d) has not compromised or settled such claim. Without limiting Guest Intake’s defense obligations, if Guest Intake determines that use of the Applications or Subscription Services may give rise to an infringement claim, Guest Intake will have the right, but not the obligation, at its sole option, to (1) procure the right for Company to use the Applications or Subscription Services, (2) modify the Applications or Subscription Services so that they are no longer infringing, or (3) terminate this Agreement, upon written notice to Company, and reimburse Company for pro-rata pre-paid Subscription Services fees for the remainder of the Subscription Term, measured from the date of unavailability of the Application or Subscription Services to Company as a result of the alleged infringement. The indemnity set forth in this Section constitutes Guest Intake’s sole and exclusive obligation, and Company’s sole and exclusive remedy in connection with any third party claims arising in connection with this Agreement.
16. Limitation of Liability
16.1. Limitation on Direct Damages. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, PROVIDED THAT THE FOREGOING LIMITATION WILL NOT RELIEVE COMPANY FROM PAYING ANY AMOUNTS OWED TO GUEST INTAKE, EVEN IF COMPANY OWES MORE THAN THE AMOUNT OF THE LIMITATION.
16.2. Exclusion of Indirect Damages. IN NO EVENT WILL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.3. Limited Liability for Payment Information. GUEST INTAKE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY THE TRANSMISSION OF PAYMENT INFORMATION PRIOR TO ITS ENCRYPTION AND RECEIPT BY GUEST INTAKE’S SERVERS. GUEST INTAKE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RESULTING DIRECTLY OR INDIRECTLY FROM COMPANY’S, USERS’ OR PURCHASERS’ HANDLING OF PAYMENT INFORMATION. GUEST INTAKE STRONGLY RECOMMENDS THAT COMPANY FOLLOWS THE REQUIREMENTS OF THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARD (AS DESCRIBED AT WWW.PCISECURITYSTANDARDS.ORG , AS MAY BE UPDATED FROM TIME TO TIME) WHEN HANDLING PAYMENT INFORMATION.
17.1.Export Control. Company agrees, in connection with Company’s use of the Application and the Subscription Services, to comply with all applicable export and re-export laws and regulations. Guest Intake makes no representation that the Application or Subscription Services is appropriate, will comply with applicable laws, or is available for use in locations other than the United States of America.
17.2.Staffing. Guest Intake is responsible for all staffing decisions with respect to its personnel and the provision of any services under this Agreement, and retains the right to remove or replace any of its personnel assigned to perform any services under this Agreement. Guest Intake may subcontract the performance of either the Subscription Services or Professional Services in its sole discretion, provided that Guest Intake will remain liable for the performance of such subcontractors to the same extent Guest Intake is liable for the same under this Agreement.
17.3. Notice. Guest Intake may provide any and all notices, statements, and other communications to Company through either e-mail, posting on the Application (or other electronic transmission) or by mail or express delivery service. Company agrees to accept emails from Guest Intake at the e-mail addresses specified by Users for login purposes. In addition, Company agrees that Guest Intake may rely and act on all information and instructions provided to Guest Intake by Users from the above-specified e-mail addresses. Such notice will be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email or by electronic posting on the Subscription Services or other electronic transmission). Company may give notice to Guest Intake (such notice will be deemed given when received by Guest Intake) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Guest Intake at the following addresses: Guest Intake, 306 Town Centre Blvd, Suite 200, Markham, Ontario L3R0Y6 Canada, or by electronic mail sent to firstname.lastname@example.org. in either case, addressed to the attention of: Chief Executive. Company agrees to provide accurate, current and complete information as necessary for Guest Intake to communicate with Company from time to time regarding the Subscription Services, accept payment, or other account-related purposes. Therefore, Company agrees to keep all account information current and inform Guest Intake of any changes in Company’s legal business name, address, email address and phone number.
17.4. Assignment; Change in Control. This Agreement may be assigned without consent by either party to (i) a parent, affiliate, or subsidiary, (ii) an acquirer of all or substantially all assets, or (iii) a successor by merger or other corporate combination. Any actual or proposed change in control of Company that results or would result in a direct competitor of Guest Intake or any of its affiliates directly or indirectly owning or controlling fifty percent (50%) or more of Company will entitle Guest Intake to terminate this Agreement immediately upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
17.5. Arbitration; Class Action Waiver. COMPANY AGREES THAT ALL DISPUTES BETWEEN COMPANY AND GUEST INTAKE (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO COMPANY’S RELATIONSHIP WITH GUEST INTAKE, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND COMPANY AND GUEST INTAKE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT COMPANY HAS IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE GUEST INTAKE’S INTELLECTUAL PROPERTY RIGHTS, GUEST INTAKE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT COMPANY AND GUEST INTAKE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Company may bring claims only on Company’s own behalf. Neither Company nor Guest Intake will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. COMPANY IS GIVING UP COMPANY’S RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM COMPANY MAY HAVE AGAINST GUEST INTAKE INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. Company also agrees not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Guest Intake is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Company or Guest Intake can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Guest Intake Properties or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section 16.5 will be null and void. This Section 16.5 will survive the termination of this Agreement.
17.6. Governing Law. This Agreement is governed by the Province Of Ontario law and controlling Canadian law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement is subject to the exclusive jurisdiction of the province of Ontario courts located in Toronto, Ontario and Company agrees not to assert any defense that an action brought in such jurisdiction is in an inconvenient forum.
17.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
17.8. Independent Contractor Relationship. Each of the parties are independent contractors and have no power or authority to bind the other party or to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. No joint venture, partnership, employment, or agency relationship exists between Company and Guest Intake as a result of this Agreement or use of the Application or receipt of the Subscription Services or Professional Services.
17.9. Waiver. The failure of one party to enforce any right or provision in this Agreement does not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver of any breach of this Agreement, and no course of dealing between the parties, may be construed as a waiver of any subsequent breach of this Agreement
17.10. Entire Agreement. This Agreement, together with each applicable Order Form or SOW, as applicable, comprises the entire agreement between Company and Guest Intake and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No text or information set forth on any other purchase order, preprinted form or document (other than a mutually agreed-upon Order Form or SOW, if applicable) will add to or vary the terms and conditions of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of an Order Form or SOW, the terms of the Order Form or SOW prevail.
17.11. Reference. Company acknowledges and agrees that Guest Intake may publicly disclose the fact that Company is a Guest Intake Company, as well as the edition of the Applications that Company is using. Any other public communications concerning the parties’ relationship created by virtue of this Agreement will require the mutual review and approval of the parties.
17.12. Interpretation. The parties participated in the drafting of this Agreement and, in the event that any dispute arises in the interpretation or construction of this agreement, no presumption will arise that either one party or the other drafted this Agreement. The language in all parts of this Agreement will in all cases be construed and interpreted solely and exclusively in the English language. Any translation of the text hereof is solely for Company’s convenience or reference and is not legally enforceable.
17.13. Force Majeure. Neither party is responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to (i) acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or (ii) failures of telecommunications or electrical power supplies, network intrusions or denial of service attacks, other computer, Internet service provider or hosting facility failures or delays involving hardware, software or systems not within Guest Intake’s or its service providers’ possession or reasonable control or that are not reasonably preventable by Guest Intake or its service providers (a “Force Majeure Condition”); provided however, economic inability to satisfy a payment obligation is not a Force Majeure Condition. A party whose performance is affected by a Force Majeure Condition is excused from such performance to the extent required by the Force Majeure Condition so long as such party takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.
17.14. Counterparts; Electronic Signatures. Each Order Form or SOW constituting this Agreement may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. An electronic (scanned) copy of the executed Order Form or SOW constitutes an original copy. The parties agree that each Order Form or SOW may be signed electronically, and that the electronic execution of this Agreement will bind the executing party to the terms hereof. Neither party may challenge the validity of this Agreement or any Order Form or SOW as a result of the use of electronic signatures.
17.15. Modification. We may revise this Agreement from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.