TERMS OF SERVICE

Last Updated: January 5, 2024

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PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

DEFINITIONS

This is a contract between you (the Customer) and us (Order Sharp, LLC). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot provide these services unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

We periodically update these terms and we will let you know when we do through the Notification app in the Order Sharp portal used to access your Order Sharp subscription.

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“Agreement” means these Customer Terms of Service and all materials referred or linked to in here. If you are keeping track, the Customer Terms of Service used to be called the Terms of Use.

“Billable Users” means those types of Users (defined below) for which we charge you fees as set forth at https://ordersharp.com/pricing.

“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

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“Customer Data” means all information that you submit or collect via the Subscription Service.

“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

“Order Sharp Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.

“Order Form” or “Order” means the Order Sharp-approved form by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.

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“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Subscription Service” means our web-based inbound marketing and sales applications, tools and platform that you have subscribed to by an Order Form, and developed, operated, and maintained by us, accessible via https://ordersharp.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.

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“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.

“Third-Party Sites” means third-party websites linked from within the Subscription Service, including Communications Services.

“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“We”, “us” or “our” means Order Sharp, LLC.

“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable billing statement, Order Form or Statement of Work as the customer.

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THE SUBSCRIPTION SERVICE

Access
During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.

Limits

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Modifications
We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.

Additional Features
You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.

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CUSTOMER SUPPORT

Support
Support is included in your Subscription Fee. Email support for the Subscription Service is available 9AM to 9PM Eastern Time (GMT-5), Monday through Friday, excluding US national holidays. We accept support questions 24 Hours per Day x 7 Days per Week at support@ordersharp.com. We attempt to respond to support questions within one business day; in practice, our responses are generally faster. We do not promise or guarantee any specific response time.

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Availability
We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

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CONSULTING SERVICES

You may purchase Consulting Services through an Order Form or Statement of Work. Fees for these Consulting Services are in addition to your Subscription Fee. Unless otherwise agreed, all Consulting Services are performed remotely. For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of receipt of the invoice. Hours purchased as part of a consulting package expire as set forth in the Order Form, but in any case no later than one hundred and eighty (180) days from purchase. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

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FEES AND PAYMENTS

Subscription Fees
The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Maximum users, (ii) change products or base packages, or.. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under “Fee Adjustments During a Billing Period”. In order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs. We will monitor or audit remotely the number of Users in the Subscription Service. This information is also available to you on your Billing Page in your Order Sharp portal.

 

Fee Adjustments in Next Billing Period
If you exceed your Maximum Contacts in a Billing Period, then your Subscription Fee will be adjusted at the beginning of the next Billing Period up to the current base package and tier price which corresponds with the maximum number of Contacts from the prior Billing Period. This process will continue for each Billing Period during the Subscription Term. Our pricing and limits will be as set forth at https://ordersharp.com/pricing. We determine the number of Contacts in the Subscription Service. At your request, we will provide you with the detail we used to reach our conclusion.

 

Fee Adjustments During a Billing Period
The Subscription Fee will increase during the course of a Billing Period if you exceed your Email Send Limit in a Billing Period. The Subscription Fee will be adjusted up to the tier price which corresponds with your maximum monthly email sends from the current Billing Period. The Subscription Fee will also increase during a Billing Period if you add Billable Users, change products or subscribe to additional features for use during the Billing Period.

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Payment by credit card
If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term and all subsequent Billing Periods, including upgrades. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

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Payment against invoice
If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

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Payment Information
You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Order Sharp portal. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

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Sales Tax
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

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SUBSCRIPTION TERM AND RENEWAL

Initial Subscription Term
The initial subscription term shall begin on the effective date of your Subscription and expire at the end of the period selected during the subscription process (“Initial Subscription Term”).

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Renewal Subscription Term
Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year (“Renewal Subscription Term”). Written notice of non-renewal must be sent no more than ninety (90) days but no less than thirty (30) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available at https://ordersharp.com/pricing. In addition, on renewal, the current product usage limits at https://ordersharp.com/pricing will apply to your subscription, unless otherwise agreed to by you and Order Sharp. Should you decide not to renew, you may send the notice of non-renewal by email to support@ordersharp.com.

End of Subscription Term

The Subscription Term will end on the expiration date and cannot be canceled before its expiration.

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ORDER SHARP’S PROPRIETARY RIGHTS
This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws. The Subscription Service and Consulting Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Subscription Service and Consulting Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Order Sharp Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Order Sharp, the Order Sharp logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission.

We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment to you.

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CUSTOMER’S PROPRIETARY RIGHTS
As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

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CONFIDENTIALITY
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

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CUSTOMER RESPONSIBILITIES
To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed.

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PUBLICITY
You grant us the right to add your name and company logo to our customer list and website.

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CUSTOMER DATA

Limits on Order Sharp
We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at https://ordersharp.com/privacy-policy/.

 

Aggregate Data
We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

 

Safeguards
We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States.

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No Sensitive Information
YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

PERSONAL DATA REGULATIONS – The relationship between the customer as the Data Controller and Order Sharp LLC as the Data Processor
Additional Information on our data policies (GDRP) can be found at https://ordersharp.com/privacy-policy/

The subscription that the customer has with Order Sharp LLC is a platform for automating intake processes for the customer and as a natural part of this, Order Sharp LLC processes various personal data on the customer’s behalf.

This concerns data about the customer’s customers, i.e. data relating to the persons who are the recipients of the consignments.

This section concerns the relationship between the Data Controller (customer) and the Data Processor (Order Sharp LLC), in connection with the personal data regulations.

Processed personal data.

The Data Processor, as part of the subscription, has access, on behalf of the Data Controller, to process:

Name and address of the persons receiving the consignments.

Information about the individual type of item sent and the value/price of the item.

The purpose and scope of the personal data processing.

It is emphasized that the Data Processor may only process personal data to the extent necessary for the operation of the Data Controller’s Order Sharp subscription with the Data Processor, and/or if the Data Processor is required by law to process the data otherwise.

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The Data Processor’s Obligations

The Data Processor may only process the personal data in question in accordance with the instructions of the Data Controller.

 

The Data Processor is required to comply with the currently-applicable personal data legislation and shall notify the Data Controller immediately if an instruction from the Data Controller is, in the Data Processor’s opinion, contrary to the General Data Protection Regulation.

The Data Processor shall use appropriate technical and organizational security measures to ensure that personal data is not destroyed, lost, degraded or disclosed to unauthorized bodies, misused or otherwise processed in breach of personal data legislation, whereby the Data Processor shall implement the measures necessary pursuant to article 32 of the General Data Protection Regulation.

The Data Processor is obliged to inform the Data Controller without undue delay of any data breach. In this regard, the Data Processor shall inform the Data Controller of:

• The nature of the data breach.
• If possible, the type and number of affected data subjects, as well as the type of personal data concerned and the number of records of personal data concerned.
• The measures that the Data Processor has taken or proposes should be taken to deal with the data breach, including, where appropriate, measures to limit its potential adverse effects.
• The probable consequences of the data breach.
• The Data Processor shall, at the Data Controller’s request, provide the Data Controller with sufficient information to ensure that the Data Processor has taken the necessary technical and organizational security measures.

The Data Processor shall provide all the information necessary to demonstrate that the Data Processor complies with the General Data Protection Regulation’s article 28, whereby the Data Processor shall allow and contribute to audits, including inspections carried out by the Data Controller or another auditor authorized by the Data Controller. It is emphasized that inspections/audits in every respect take place at the Data Controller’s expense.

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The Data Processor shall secure/ensure that the persons who are authorized by the Data Processor to process personal data have committed themselves to confidentiality or are bound by an appropriate statutory professional secrecy obligation.

If a data subject asks the Data Processor (usually such requests will be made to the Data Controller) for access to and insight into that person’s personal data, the Data Processor shall immediately forward the request to the Data Controller.

The Data Processor shall assist the Data Controller with appropriate technical tools to enable the Data Controller to fulfill the Data Controller’s obligations to respond to requests for the exercise of the rights of the data subjects as specified in chapter III of the General Data Protection Regulation.

Specifically about the transfer of information to sub-data processors or third parties

 

As a natural part of the Order Sharp solution, the Data Processor is entitled to disclose personal data to the Data Controller’s other data processors, and the Data Processor is also entitled to exchange personal data with the customs authorities.

 

In all other cases the Data Processor may only disclose or transfer personal data to third parties or sub-processors with the prior agreement with the Data Controller. However, the Data Processor may disclose or transfer personal data without the Data Controller’s instructions, if permitted by law.

 

If the Data Processor hands over personal data to another data processor (sub-processor), the Data Processor is obliged to conclude a sub-processor agreement with the sub-processor, whereby the Data Processor’s sub-processor is subject to at least the same conditions as stated in this section.

The Data Processor shall notify the Data Controller if the Data Processor has plans to extend the circle of sub-processors and/or to replace existing sub-processors with others.

The Data Processor must not transfer personal data to third countries that the EU Commission has not assessed as safe third countries.

If the information is transferred to foreign sub-processors, it must be stated in the data processing agreement, cf. 9.5.3 that sub-processors shall comply with the EU’s General Data Protection Regulation and any other current personal data law in force. Sub-processors in EU countries with specific regulatory requirements regarding data processing must also comply with these requirements.

Duration of data processing

The processing of personal data pursuant to this agreement continues until such time as the Order Sharp subscription concluded between the parties ceases.

However, in the event of the termination of a subscription, the Data Processor is bound by this agreement for as long as the Data Processor has access to personal data originating from the Data Controller.

In the event of termination of a Order Sharp subscription, the Data Processor is required to delete any backups and other copies of the personal data.

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USE AND LIMITATIONS OF USE
Acceptable Use

You will comply with our Acceptable Use Policy at https://ordersharp.com/acceptable-use (“AUP”).

Prohibited and Unauthorized Use

You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at https://ordersharp/com/help.

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THIRD-PARTY SITES AND PRODUCTS

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

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INDEMNIFICATION

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers

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LIMITATIONS OF LIABILITY

Disclaimer of Warranties

WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, ORDER SHARP CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

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No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

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Limitation of Liability

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

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Third Party Products

WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

YOU UNDERSTAND THAT ANY THIRD-PARTY EMBEDDED PRODUCTS AND INTEGRATIONS, INCLUDING BUT NOT LIMITED TO THE MAKE.COM, ETSY, LOOP RETURNS AND OTHER LIKE APPLICATIONS, SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

TERMINATION, SUSPENSION AND EXPIRATION

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Termination for Cause

Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

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Suspension for Prohibited Acts

We may suspend any User’s access to the Subscription Service for use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.

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Suspension for Non-Payment

We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

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Effect of Termination or Expiration

Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Order Sharp Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

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Retrieval of Customer Data

As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to the Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

 

General Amendment; No Waiver

We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service. If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://ordersharp.com/terms-of-service and we will let you know through the Navigation app in the Order Sharp portal used to access your Order Sharp subscription. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.

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If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

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Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

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Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

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Relationship of the Parties

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

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Compliance with Laws

We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

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Notices
We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

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Entire Agreement

This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy and AUP, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

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Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

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No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Contract for Services

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

Authority

 

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival

 

The following sections shall survive the expiration or termination of this Agreement: ‘Fees and Payments’, ‘Order Sharp’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.

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Precedence

In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.