The Order Form, these terms and conditions, and any addenda attached hereto or referenced herein (each of which are hereby incorporated by this reference) (collectively, this “Agreement”), describe the relationship between Case Status, Inc. (“Case Status”) and the Customer identified in the Order Form (“Customer”). The Agreement will become effective as of the date when the Order Form is executed by authorized representatives of both parties (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Order Form.
“Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” means information concerning the business of the other party and/or its Affiliates, whether or not reduced to writing, including without limitation information pertaining to developments, techniques, data, know-how, methodology, formulations, benchmarks, research, processes, technology, designs, materials, ideas, plans, trade secrets, customers, proprietary information, accounting data, and other information relating to the business of the other party.
“Customer Data” means data, information and/or records collected, stored, submitted, or inputted by Customer or a User into or recorded through the Subscription.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, Trojan horses, malware or spyware.
“Order Form” means the document executed by Case Status and Customer, on which Customer orders any Subscription from Case Status. Each Order Form shall reference the Effective Date of the Agreement and forms a part of the Agreement. No Order Form shall be binding on Case Status until accepted in writing by an authorized officer of Case Status.
“Output” shall mean all documents, information, records and other output of the Subscription.
“Subscription” means the Case Status hosted software components, products, and services set forth in an Order Form.
“Third Party Provider” means the service provider, platform, or technology provider that is required for Customer to have in order to utilize the Subscription.
“Users” means employees, partners, clients, organizations or individual subcontractors of Customer for which Customer has authorized to access and use the Subscription.
“User ID” means a unique user identification assigned to an authorized individual User as set forth in Section 4.
“User Materials” means any help files or written instruction manuals regarding the use of the Subscription provided to Customer by Case Status.
2.1 Provision of Subscription. Case Status will use commercially reasonable efforts to: (a) make the Subscription available to Customer and its Users during the Term in accordance with the terms of this Agreement; and (b) provide standard support for the Subscription to Customer at no additional charge consistent with the terms of the Service Level Agreement, in each case, subject to downtime for scheduled maintenance, emergency maintenance, and any outages caused by circumstances outside the reasonable control of Case Status. Customer acknowledges that provision of the Subscription and certain obligations of Case Status hereunder may be dependent upon Customer providing access to certain data, systems, information, or assistance to Case Status from time to time. Customer agrees to provide such data, system access, information, or assistance to Case Status upon Case Status’s request.
2.2 License; Restrictions. Subject to the terms and conditions of the Agreement, and to each User’s compliance with the terms of service required to access the Subscription, Case Status grants to Customer a limited, revocable, non- exclusive license to access and use the Subscription during the Term, pursuant to the End User Agreement and solely for Customer’s use. The Subscription is proprietary to Case Status, subject to Case Status’s suppliers’ and licensors’ rights to Third-Party Products, Case Status reserves all right, title and interest in and to the Subscription, including all related software and intellectual property rights. No rights are granted to Customer hereunder other than the limited license and access rights expressly set forth herein. As between Customer and Case Status, Customer is solely responsible for (a) its Users and for all activities that occur; (b) the accuracy and quality of Customer Data; and (c) complying with all applicable federal, state and local laws, rules and regulations in using the Subscription. Customer shall prevent unauthorized access to, or use of, the Subscription, and notify Case Status immediately of any such unauthorized access or use. Customer shall not, and shall not permit any User or third party to: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription available to any third party; (ii) translate, adapt, modify, copy, update, revise, enhance, or otherwise alter or create derivative works of the Subscription; (iii) reverse engineer, disassemble or decompile (or attempt to reverse engineer, disassemble or decompile) the Subscription; (iv) access the Subscription in order to build a competitive product or service, or copy any ideas, features, functions or graphics thereof; (v) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Subscription; (vii) attempt to gain unauthorized access to the Subscription or its related systems or networks; (viii) use the Subscription for unlawful purposes or for any purpose not expressly permitted by the Agreement; or (ix) make the Subscription available to any third party other than Users. If Case Status has reasonable grounds to believe that Customer is in violation of this Section 2.2, Case Status may suspend or terminate Customer’s and/or its Users’ access to the Subscription immediately.
2.3 Usage Limits. Subscriptions are subject to usage limits specified in the applicable Order Form. If Customer exceeds a contractual usage limit, Case Status will invoice Customer for any excess usage and Customer will pay such invoices in accordance with this Agreement.
2.4 Customer Data. Case Status recognizes and agrees that, except as otherwise stated in this Agreement, it has no claim of ownership to Customer Data, and that title and all ownership rights in and to such Customer Data shall at all times remain with Customer. Case Status may derive or create benchmarking, transactional, or performance information, and other forms of statistics or analytics on an aggregated basis that may not reasonably be used on its own to distinguish or trace the identity of a User (“Analytics”).
2.5 Third Party Provider. In the event that Customer is provided or uses any Third Party Providers to access the Subscription, Customer will only use the Subscription as permitted by this Agreement and the terms set forth in the Third Party Provider agreement. Customer acknowledges and agrees that the availability of the Subscription is dependent on
the Third Party Provider from whom Customer received the appropriate license. Customer acknowledges that this Agreement is between Customer and Case Status and not with the Third Party Provider.
2.6 Changes. Case Status reserves the right, in its sole discretion, to make any changes to the Subscription, that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of Case Status’s Subscription to its other customers, or (b) comply with applicable law.
2.7 Suspension or Termination of Subscription. Case Status may, directly or indirectly, and by use of any lawful means, suspend, terminate or otherwise deny Customer, any User’s or any other person’s access to or use of all or any part of the Subscription, without incurring any resulting obligation or liability, if: (a) Case Status receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Case Status to do so; or (b) Case Status believes, in its sole discretion, that (i) Customer or any User has failed to comply with, any material term of this Agreement, or accessed or used the Subscription beyond the scope of the rights granted or for a purpose not authorized under this Agreement, (ii) Customer or any User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Subscription, or (iii) this Agreement expires or is terminated. This Section 2.7 does not limit any of Case Status’s other rights or remedies, whether at law, in equity or otherwise available under this Agreement.
programming routines intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data or personal information; (iii) be materially false, misleading or inaccurate; or (iv) violate any Federal, state or local laws or regulations. Case Status may take action should Customer or any of its Users violate this Section 3, including but not limited to immediate suspension of access to the Subscription and/or termination of the Agreement.
4. Payment Terms. Unless otherwise specifically stated in an Order Form, Case Status shall invoice, and Customer shall pay in accordance with this Section 4.
4.1 Fees. Customer shall pay all net amounts due to Case Status under this Agreement, including any applicable Order Form, for access and use of the Subscription (collectively, the "Fees"). Except as otherwise specified herein or in an Order Form: (i) Fees are based on the Subscription purchased and not actual usage; (ii) payment obligations cannot be changed unless agreed to by Case Status in writing; (iii) Fees paid are non-refundable; (iv) the number of licenses for Users cannot be decreased during the relevant Term; and (v) any additional Users added will be at the then current price and coterminous.
4.2 Invoicing and Payment. Unless otherwise stated in the Order Form, Customer agrees to pay all Fees by ACH transfer or other method approved by Case Status ("Payment Method"). If a ACH transfer is provided, Customer gives Case Status all authorizations required to charge such Payment Method for all Fees listed in the Order Form for the initial term and any renewal terms as set forth in the Order form. All Fees shall be paid in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the payment method is other than ACH transfer, Case Status will invoice for all Fees due, in accordance with the Order Form, and payment is due upon receipt, unless otherwise specified within the applicable Order Form.
4.3 Interest on Overdue Fees. If any invoiced Fees are not received by the due date, without limiting any rights or remedies available at law, those Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month. In addition, Customer will be responsible for all costs incurred by Case Status in efforts to recovery any Fees under this Section 4.
4.4 Taxes. The Fees invoiced by Case Status do not include any taxes; including but not limited to, sales, use, property, value-added, or other federal, state or local taxes based on the Subscription provided herein ("Taxes"). Customer is responsible for paying all applicable Taxes associated with the purchases hereunder. If Case Status has the legal obligation to pay or collect Taxes for which Customer
is responsible under this section, the Taxes will be invoiced in accordance with Section 4.2 and Customer will pay that amount, unless a tax exemption certificate authorized by the appropriate taxing authority is provided. Notwithstanding the above, Customer will not be responsible for taxes based on Case Status’ net or gross income.
5. User IDs. Each User will have a unique User ID for his or her access to the Subscription. Customer will ensure that its Users will use only their respective assigned User IDs. Customer will promptly notify Case Status if the security or integrity of a User ID or password has been compromised.
6. Responsibility for Users. Customer will remain responsible for all obligations under this Agreement arising in connection with any use of the Subscription by any User.
7. Customer Review and Responsibility. Customer will be solely responsible for any services that it provides to others involving the use of the Subscription and Customer Data. Case Status makes no representations concerning the completeness, accuracy, or utility of any Customer Data in the Subscription or any Output or concerning the qualifications or competence of any User that may place Customer Data in the Subscription. Customer shall be solely responsible for ensuring accuracy, completeness and compliance of any Output provided to any third party, and all liabilities and responsibilities in connection with such Output, and Case Status shall not be responsible for the accuracy, completeness, or compliance thereof. Case Status shall not be liable for the accuracy, completeness or authenticity of Customer Data furnished by Customer or any other third party, and shall have no obligation or responsibility to audit, check or verify the Customer Data.
8. Suggestions and Feedback. In consideration of access to the Subscription, Customer hereby irrevocably and exclusively assigns, conveys, transfers and sets over absolutely to Case Status, all rights, title and interests in and to (whether or not now existing) in and to all ideas, suggestions, enhancements, recommendations or other feedback (collectively, “Feedback”) provided by Customer and/or its Users, including without limitation any and all intellectual and proprietary rights therein. Without limiting the foregoing, Case Status shall have all rights to use, reproduce, modify, edit, adapt, publish, sell, translate, create derivative works from, distribute, transmit, display, perform, and license and/or sell Feedback, contribute or otherwise provide to or through the Subscription (in whole or part) and/or incorporate such Feedback, in whole or in part, in other works in any form, media or technology now known or later developed for any purpose without compensation to Customer or any third party.
9. Customer Equipment, Hardware and Software Requirements. Customer will cooperate and consult with Case Status in the set-up and activation of the Subscription for Customer. Customer agrees that it shall provide and maintain, at its sole cost and expense, all hardware, software, Internet access and other materials necessary to permit Customer’s and its Users’ access to and use of the Subscription.
10.1 General Obligations. The parties acknowledge and agree that they may receive or be exposed to Confidential Information of the other party during the Term. Without limiting anything herein, the parties acknowledge and agree that the Subscription is Confidential Information of Case Status and Customer Data is Confidential Information of Customer. Each party acknowledges that the Confidential Information of the other is confidential and proprietary and agrees not to disclose such Confidential Information to anyone other than employees of the receiving party who have a need to know such information and are bound by confidentiality obligations at least as restrictive as those contained herein. In addition, the receiving party agrees that it will not, without the prior written consent of the disclosing party, use the Confidential Information for any purpose other than to fulfill its obligations under the Agreement. Each party shall protect the Confidential Information of the other at least to the same extent it protects its own similar information, but in no event using less than reasonable care. The parties’ obligations of confidentiality shall not apply to information which: (i) is obtained from a third party that did not make a disclosure in violation of a nondisclosure obligation; (ii) is in or enters the public domain not as a result of action by the receiving party; (iii) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; (iv) was in the receiving party’s lawful possession prior to the disclosure by the disclosing party without nondisclosure obligations; or (v) is required to be disclosed by law or court order; provided, however, that in the event of any such required disclosure, the receiving party shall provide the disclosing party with prompt written notice thereof and shall cooperate with the disclosing party in any attempt to quash, limit or otherwise prevent or limit disclosure. For avoidance of doubt, Case Status shall have the right to use Customer Data provided in connection with the Agreement as necessary to provide the Subscription and as otherwise permitted by this Agreement and shall exclusively own all insights or new data created or derived by Case Status therefrom.
10.2 Injunctive Relief. Notwithstanding anything to the contrary herein, if the receiving party breaches or threatens to breach this Section 10.2 the disclosing party shall have the right, in addition to any other remedies available to
it, to seek injunctive relief to enjoin such acts without the requirement of posting of bond.
10.3 Use of Customer Name. Customer agrees to allow Case Status the right to develop client testimonials that may include but will not be limited to logo usage, illustrative case studies to market Case Status services.
11.1 Customer. Customer shall defend, indemnify and hold Case Status and its Affiliates, and their officers, employees and representatives, harmless from and against any and all awards, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred in connection with allegations, claims, demands, suits or proceedings made or brought against Case Status arising out of or related to (i) Customer's use of the Subscription in a manner inconsistent with the Agreement, and/or (ii) the gross negligence or willful misconduct of Customer or its Users.
11.2 Case Status. Case Status shall hold Customer harmless from and against any claim, action, suit or proceeding brought by a third party against Customer alleging that the use of the Subscription by Customer as contemplated hereunder infringes a U.S. patent issued as of the Effective Date, registered copyright, registered trademark or trade secret rights of a third party (each, an “Infringement Claim”). Case Status shall pay any damages awarded to a third party in any final judgment entered by a court of competent jurisdiction with respect to any such Infringement Claim or agreed to by Case Status in any settlements arising out of such Infringement Claim; provided, that (a) Customer promptly gives written notice of the Infringement Claim to Case Status; (b) Customer gives Case Status sole control of the defense and settlement of the Infringement Claim; (c) Customer provides to Case Status all reasonable assistance; and (d) the alleged infringement does not arise as a result of: (i) the combination, operation, or use of the Subscription, or Outputs with third party software, services or other products or materials not furnished by Case Status; (ii) the modification by Customer or any third party of the Subscription, or; (iii) Customer’s improper or misuse of the Subscription (including without limitation, in violation of applicable laws, rules or regulations or this Agreement); (iv) Case Status’s compliance with Customer’s instructions; (v) Case Status’s use of trademarks, Customer Data or other materials supplied by Customer, (vi) any breach or alleged breach by Customer of this Agreement, (vi) the conduct of any business in connection with use of the Subscription; or (vii) any content owned by a third party and provided by Case Status through the Subscription. THIS SECTION STATES CUSTOMER’S SOLE REMEDY AND CASE STATUS’S SOLE LIABILITY WITH RESPECT TO CLAIMS RELATED
TO INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
12. Warranties; Disclaimer
12.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its state of incorporation or organization and is duly qualified to do business in the applicable jurisdiction in which it conducts its business; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
12.2 Additional Case Status Warranties. Case Status further represents and warrants that it will use commercially reasonable measures to ensure that the Subscription, and content will not, to Case Status's knowledge, introduce Malicious Code into Customer systems. To receive any warranty remedies, Customer must report any deficiencies to Case Status within thirty (30) days from the date of delivery of the applicable Subscription.
12.3 Internet Delays. The Subscription may be subject to limitations, delays, unavailability and other problems inherent in the use of the internet, Third Party Providers, mobile applications, electronic communications, mobile devices and telecommunications infrastructure. Case Status is not responsible for any such limitations, delays, unavailability, or other problems or any damage resulting therefrom.
12.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OF THIS SECTION 12, THE SUBSCRIPTION AND ALL OTHER MATERIALS AND INFORMATION PROVIDED BY CASE STATUS OR ANY OF ITS LICENSORS OR SUPPLIERS ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CASE STATUS AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR THAT THE SUBSCRIPTION WILL MEET CUSTOMER’S REQUIREMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER CASE STATUS NOR ANY OF ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE PROVISION OR OPERATION OF THE SUBSCRIPTION WILL BE UNINTERRUPTED OR ERROR- FREE. USE OF INFORMATION PROVIDED THROUGH THE SUBSCRIPTION IS SOLELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALL CASE STATUS BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER, ANY USER, OR ANY THIRD PARTY ACCESSING THE SUBSCRIPTION BY OR THROUGH CUSTOMER IN RELIANCE ON ANY INFORMATION ACCESSED BY OR THROUGH THE SUBSCRIPTION.
The parties acknowledge and agree that no prior or contemporaneous representations, inducements, promises or agreements, oral or otherwise, between the parties will be of any force or effect. Each party represents and warrants that, in entering into and performing its obligations under the Agreement, it has not, does not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of the other party with respect to the subject matter hereof, nor on any course of dealing or custom and usage in the trade, except as such promise, inducement, or representation is expressly set forth herein. Customer agrees that its use of the Subscription, Outputs and any additional software or services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Case Status with respect to functionality or features.
13. Limitations on Liability.
13.1 Limitation of Remedies. Customer’s primary remedy, and Case Status’s sole obligation, with respect to any defect, deficiency or failure in the Subscription or Case Status’s performance under this Agreement shall be for Case Status to correct such defect, deficiency or failure promptly following receipt of notice of such defect, deficiency or failure. If Case Status is unable to correct the deficiency, the parties will work together in good faith to determine an equitable portion of the fees paid to Case Status, to be refunded to Customer, for the deficient portion of the Subscription. Subject to Section 11.2, the remedies provided in this Section 13.1 shall be Customer’s sole and exclusive remedies and Case Status’s sole obligation with respect to any failure in Case Status’s performance of this Agreement
13.2 Waiver of Consequential Damages; Maximum Liability. IN NO EVENT SHALL CASE STATUS OR ANY OF ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. IN NO EVENT SHALL CASE STATUS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM AND/OR SERIES OF CLAIMS, WHETHER RELATED OR UNRELATED, UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID BY CUSTOMER TO CASE STATUS DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. Auditing Rights and Required Records. Case Status shall have the right at all times to review and audit the number of Users for any Subscription and to invoice Customer as applicable under the Order Form.
15. Force Majeure. Case Status shall be excused from performance of its obligations under the Agreement if such a failure to perform results from compliance with any act of God, fire, strike, embargo, terrorist attack, war, insurrection or riot, computer, telecommunications, service provider or hosting facility failures or delays involving hardware, software or power systems not within Case Status’s possession or reasonable control, denial of service attacks, incompatibility of Customer’s equipment, hardware or software with the Subscription, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties, or other causes beyond the reasonable control of Case Status. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
16. Governing Law; Jurisdiction; Venue; Severability of Provisions. This Agreement is governed by the laws of the South Carolina, USA and controlling United States Federal Law without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to this Agreement shall be brought exclusively in the federal or state courts located in Charleston County, South Carolina and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of this Agreement apply to the maximum extent permitted by law.
17. Term and Termination
17.1 Term of Agreement. The term of this Agreement shall start upon the Effective Date and shall last until either: (i) all Order Forms have expired or been terminated, or (ii) this Agreement is terminated in accordance with this Agreement ("Term"). Unless otherwise specified in the Order Form or written notice from Customer no less than ninety (90) days form the expiration of the Term, the Subscription shall automatically renew for the same length as the initial Term specified in the Order Form (“Renewal Term”). The Renewal Term Fees may increase by no more than 10% compounding annually, by providing written notice to Customer at least sixty (60) calendar days prior to the commencement of such Renewal Term. For clarity any reference to Term in this Agreement shall be considered the Renewal Term if the Agreement has been renewed.
17.2 Termination for Cause. Either party has the right to terminate this Agreement or any Order form in whole or in part, pursuant to this Section 17.2 for the other party's material breach of the Agreement if the breaching party does not cure the applicable material breach within thirty (30) days after receipt of a termination notice (or such longer period, not to exceed sixty (60) days, if such default is not curable within such thirty (30) day period, and the breaching party is diligently and in good faith pursuing a cure of such default).
17.3 Effect of Termination. Upon expiration or termination of the Agreement: (i) Case Status shall immediately terminate Customer’s and Users’ access to the Subscription; (ii) Customer and Users shall cease all access to the Subscription and remove from all its devices and destroy all copies of App then in its possession; (iii) each party shall return or destroy all Confidential Information of the other party; and (iv) all Fees for the remainder of the then current Term or the Renewal Term shall immediately become due and paid to Case Status within thirty (30) days. Case Status has no obligation to retain any Customer Data following termination and may delete› or destroy the same. The following provisions shall survive any termination or expiration of the Agreement: the Additional Terms and Conditions set forth on the Order Form (the “Additional Terms”) and Sections 1, 4, 10, 11, 12, 13, 16, 17, 18, and 20 of this Agreement.
18. Non-Solicitation. It is recognized that Case Status has significant investment in its personnel and Subcontractors and employees. As such, to the fullest extent permitted under applicable Law, during the Subscription Term and for a period of twelve (12) months thereafter, Customer will not, without the prior express written consent of Case Status in each instance, directly or indirectly, solicit for employment or encourage any employee or Subcontractor of Case Status or its affiliates that Customer became acquainted with during the Subscription Term to terminate employment with, or cease providing services to, Case Status or its Affiliates. The foregoing shall not prohibit any offer of employment as a result of Customer’s general solicitation of employment to the public.
19. Competitors. Customer shall not access the Subscription if Customer is a competitor of Case Status, nor permit any Person to access the Subscription if such Person is a competitor of Case Status, except with Case Status’s prior written consent which may be withheld in Case Status’s sole and absolute discretion. In addition, Customer shall not access the Subscription for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
20. Miscellaneous. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party agrees to comply with all U.S. laws, ordinances, orders, directions, rules, and regulations applicable to such party in connection with the Agreement. All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the second business day after sending by confirmed facsimile. Notices to each party shall be sent to the addresses set forth below in the Order Form. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect. The invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect. Any failure of a party to exercise or enforce any of its rights under the Agreement will not act as a waiver of such rights. Neither party may assign or transfer any of its rights hereunder without the prior written consent of the other party; provided, that either party may assign or transfer its rights under the Agreement in the event of a change of control, merger, sale of all or substantially all of such party’s assets, reorganization, or operation of law without the prior written consent of the other party. These terms and conditions, together with the Additional Terms and any other addenda constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument.
SERVICE LEVEL AGREEMENT
Case Status standard support will be provided to Customer in accordance with this exhibit. Customer may submit cases via the Case Status support portal twenty-four (24) hours a day. Customers will be asked to provide their company name and contact information, and each case will be assigned a unique case number. The Case Status Support team will use commercially reasonable efforts to promptly respond to each case within the applicable response time described in the table below, depending on the priority level set on the case. Actual resolution time will depend on the nature of the case and the type of resolution required. A resolution may consist of a fix, workaround or other Subscription determined in the reasonable judgment of Case Status.
Customer shall designate named technical contacts that are authorized to contact Case Status Technical Support (each, an “Authorized Support Contact”). Standard Subscriptions allow for three (3) named Authorized Support Contacts. Errors in the Software Subscription shall be reported by an Authorized Support Contact to Case Status via web chat or email. In reporting an error, the Authorized Support Contact shall provide all information that could reasonably be useful in resolving the error. Once a report is submitted a confirmation response will be sent to the Customer.
Case Status must be able to reproduce errors in order to resolve them. Customer agrees to reasonably cooperate with Case Status in efforts to reproduce errors, including participation in the conduct of diagnostic or troubleshooting activities as reasonably requested and appropriate. Customer may also be asked to provide access to their Case Status account and/or desktop system for troubleshooting purposes.
ESCALATION / PRIORITY LEVELS
Reproducible errors that cannot promptly be resolved will be escalated to higher support tiers for further investigation and analysis. Issues will be generally categorized and handled according to an assigned priority level as follows:
1 The service is unavailable, resulting in critical impact on the operation. No workaround is available. - Response time*: 2 business hours
2 The service will operate, but its operation is severely restricted. No workaround is available - Response time*: 4 business hours
3 The service will operate with limitations that are not critical to the overall operation. - Response time*: Within 2-5 business days
4 A problem that does not restrict the operation of the Software Subscription. - Response time*: Within 2-5 business days
*Case Status agrees to use commercially reasonable efforts to resolve all reported problems as quickly as possible. Response Times listed in the table above are not to be considered resolution times. Actual resolution time will depend on the nature of the case and the type of resolution required. A resolution may consist of a fix, workaround or other Subscription determined in the reasonable judgment of Case Status.
Maintenance and Support Subscription do not include any of the following:
Assistance with installation or configuration of hardware, including computers, hard drives, networks, or any other on-site installation or configuration;
Assistance with non-Case Status products, services or technologies, including implementation, administration or use of third-party enabling technologies such as databases, computer networks, or communications systems;