Terms and conditions

Ittendant Cloud Services Terms of Service

These Ittendant Enterprise Cloud Platform Terms of Service (together, the “Agreement”) are entered into by AlltecPro, LLC and the entity or person agreeing to these terms (“Customer”) and govern Customer’s access to and use of the Services.

This Agreement is effective when Customer clicks to accept or otherwise agrees to it (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

  1. Provision of the Services.

1.1 Services Use. During the Term, AlltecPro, LLC will provide the Services in accordance with this Agreement, including the SLAs, and Customer may use the Services, and integrate the ICP (Ittendant Cloud Portal) Services into any Customer Application that has material value independent of the Services, in accordance with this Agreement. 1.2 Admin Console. If applicable, Customer will have access to the Admin Console, through which Customer may manage its use of the Services.

1.3 Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account (including any keys for AlltecPro, LLC APIs) and for any use of its Account. AlltecPro, LLC has no obligation to provide multiple accounts to Customer.

1.4 Updates.

(a) To the Services. AlltecPro, LLC may make commercially reasonable updates to the Services from time to time.

(b) To this Agreement (ICP Services). For ICP Services, AlltecPro, LLC may make updates to this Agreement and pricing from time to time. Unless otherwise noted by AlltecPro, LLC, material updates to this Agreement will become effective 30 days after they are posted. Notwithstanding the preceding sentence, to the extent any updates apply to new functionality or are required to comply with applicable law, they will be effective immediately. If Customer does not agree to the updated Agreement, Customer may stop using the ICP Services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer’s continued use of the ICP Services after a material update will constitute Customer’s consent to such update. AlltecPro, LLC will post any update to this Agreement. This subsection 1.4(b) does not apply to updates to the URL Terms, which are governed by subsection 1.4(c) below.

(c) To the URL Terms (All Services). AlltecPro, LLC may make commercially reasonable updates to the URL Terms from time to time by posting any such update at the relevant URL Term. Unless otherwise noted by AlltecPro, LLC, material updates to the URL Terms will become effective 30 days after they are posted. Notwithstanding the preceding sentence, to the extent the updates apply to new functionality or the Cloud Data Processing Addendum, or are required by applicable law, they will be effective immediately.

(d) To the Cloud Data Processing Addendum. Without limiting the generality of Section 1.4(c), AlltecPro, LLC may only update the Cloud Data Processing Addendum where such update is required to comply with applicable law, is expressly permitted by the Cloud Data Processing Addendum, or such update:

(i) is commercially reasonable;

(ii) does not result in a material reduction of the security of the Services;

(iii) does not expand the scope of or remove any restrictions on AlltecPro, LLC’s processing of “Customer Personal Data,” as described in the “Compliance with Customer’s Instructions” Section of the Cloud Data Processing Addendum; and

(iv) does not otherwise have a material adverse impact on Customer’s rights under the Cloud Data Processing Addendum.

(e) Discontinuation of Services. AlltecPro, LLC will notify Customer at least 12 months before discontinuing any Service (or associated material functionality) unless AlltecPro, LLC replaces such discontinued Service or functionality with a materially similar Service or functionality. Further, AlltecPro, LLC will notify Customer at least 12 months before significantly modifying a Customer-facing AlltecPro, LLC API in a backwards-incompatible manner. Nothing in this Section 1.4(e) (Discontinuation of Services) limits AlltecPro, LLC’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. This Section 1.4(e) (Discontinuation of Services) does not apply to pre-general availability Services, offerings, or functionality.

1.5 Software. If AlltecPro, LLC makes Software available to Customer, including third-party software, Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.

  1. Payment Terms.

2.1 Billing. AlltecPro, LLC will issue an electronic bill or invoice to Customer for all Fees, including, if applicable, Fees based on Customer’s use of the Services during the applicable Fee Accrual Period and any relevant Fees for IPC. If AlltecPro, LLC reasonably determines based on evidence available to AlltecPro, LLC that Customer is at risk of non-payment or that Customer’s Account is potentially fraudulent, then AlltecPro, LLC may invoice Customer more frequently. Customer will pay all Fees in the currency stated in the bill or invoice. If Customer pays by credit card, debit card, or other non-invoiced form of payment, Customer will pay all Fees immediately at the end of the Fee Accrual Period or when otherwise charged by AlltecPro, LLC. If Customer pays by invoice, Customer will pay AlltecPro, LLC all invoiced amounts by the Payment Due Date. Unless required by law, Customer’s obligation to pay all Fees is non-cancellable. For ICP Services AlltecPro, LLC’s measurement tools will be used to determine Customer’s usage of the Services. AlltecPro, LLC has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by AlltecPro, LLC.

2.2 Taxes.

(a) Customer is responsible for any Taxes, and will pay AlltecPro, LLC for the Services without any reduction for Taxes. If AlltecPro, LLC is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to AlltecPro, LLC, unless Customer provides AlltecPro, LLC with a timely and valid tax exemption certificate in respect of those Taxes.

(b) Customer will provide AlltecPro, LLC with any applicable tax identification information that AlltecPro, LLC may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse AlltecPro, LLC for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

2.3 Payment Disputes & Refunds. Any payment disputes must be submitted in good faith before the Payment Due Date. If AlltecPro, LLC, having reviewed the dispute in good faith, determines that certain billing inaccuracies are attributable to AlltecPro, LLC, AlltecPro, LLC will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, AlltecPro, LLC will apply the credit memo amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds given by AlltecPro, LLC for billing inaccuracies under this Section will only be in the form of credit for the Services. Nothing in this Agreement obligates AlltecPro, LLC to extend credit to any party.

2.4 Delinquent Payments; Suspension. Late payments (which, for clarity, do not include amounts subject to a good faith payment dispute submitted before the Payment Due Date), may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by AlltecPro, LLC in collecting such delinquent amounts. Further, in the event of any late payment for the Services, AlltecPro, LLC may Suspend the Services.

2.5 No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for AlltecPro, LLC to provide a purchase order number on AlltecPro, LLC’s invoice (or otherwise).

  1. Customer Obligations.

3.1 Compliance. Customer will (a) ensure that Customer and its End Users’ use of the Services complies with this Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify AlltecPro, LLC of any unauthorized use of, or access to, the Services, Account, or Customer’s password of which Customer becomes aware. AlltecPro, LLC reserves the right to investigate any potential violation of the ACCEPTABLE USE POLICY by Customer, which may include reviewing Customer Applications, Customer Data, or Projects.

3.2 Privacy. Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) AlltecPro, LLC’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under this Agreement.

3.3 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the ACCEPTABLE USE POLICY; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Customer Application, Account, or Project (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining without AlltecPro, LLC’s prior written approval; (v) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.

3.4 Documentation. AlltecPro, LLC may provide Documentation for Customer’s use of the Services.

3.5 Copyright. AlltecPro, LLC responds to notices of alleged copyright infringement and terminates the Accounts of repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act.

3.6 Third-Party Content Enforcement. If Customer’s primary use of the Services is to host third-party content or facilitate the sale of goods or services between third parties on its platform, Customer will take the following steps to enforce compliance with the ACCEPTABLE USE POLICY: (a) publish policies defining what content is prohibited on its platform (e.g., illegal content); (b) maintain a publicly accessible method (e.g., webform or email alias) to receive notices of violation of that policy (in addition to a monitored communications channel for AlltecPro, LLC); and (c) promptly review and address any such notices, and remove content where appropriate.

  1. Suspension.

4.1 ACCEPTABLE USE POLICY Violations. If AlltecPro, LLC becomes aware that Customer’s or any End User’s use of the Services violates the ACCEPTABLE USE POLICY, AlltecPro, LLC will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of AlltecPro, LLC’s request, then AlltecPro, LLC may Suspend all or part of Customer’s use of the Services until the violation is corrected.

4.2 Other Suspension. Notwithstanding Section 4.1 (ACCEPTABLE USE POLICY Violations), AlltecPro, LLC may immediately Suspend all or part of Customer’s use of the Services if (a) AlltecPro, LLC reasonably believes Suspension is needed to protect the Services, AlltecPro, LLC’s infrastructure supporting the Services, or any other customer of the Services (or their end users); (b) there is suspected unauthorized third-party access to the Services; (c) AlltecPro, LLC reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions) or the Service Specific Terms. AlltecPro, LLC will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, AlltecPro, LLC will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.

4.3 Generative AI Safety and Abuse. AlltecPro, LLC uses automated safety tools to detect abuse of Generative AI Services. Notwithstanding the “Handling of Prompts and Generated Output” section in the Service Specific Terms, if these tools detect potential abuse or violations of AlltecPro, LLC’s Acceptable Use Policy, AlltecPro, LLC may log Customer prompts solely for the purpose of reviewing and determining whether a violation has occurred.

  1. Intellectual Property Rights; Protection of Customer Data; Feedback.

5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data and Customer Applications, and AlltecPro, LLC retains all Intellectual Property Rights in the Services and Software.

5.2 Protection of Customer Data. AlltecPro, LLC will only access, use, and otherwise process Customer Data in accordance with the Cloud Data Processing Addendum and will not access, use, or process Customer Data for any other purpose. AlltecPro, LLC has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the Cloud Data Processing Addendum.

5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to AlltecPro, LLC (“Feedback”). If Customer provides Feedback, then AlltecPro, LLC and its Affiliates may use that Feedback without restriction and without obligation to Customer.

  1. Technical Support Services.

6.1 By Customer. Customer is responsible for technical support of its Customer Applications and Projects.

6.2 By AlltecPro, LLC. Subject to payment of applicable support Fees, AlltecPro, LLC will provide TECHNICAL SUPPORT SERVICES to Customer during the Term in accordance with the TECHNICAL SUPPORT SERVICES Guidelines. Certain TECHNICAL SUPPORT SERVICES levels include a minimum recurring Fee as described in the purchase agreement. If Customer downgrades its TECHNICAL SUPPORT SERVICES level during any calendar month, AlltecPro, LLC may continue to provide TECHNICAL SUPPORT SERVICES at the same level and for the same TECHNICAL SUPPORT SERVICES Fees as applied before the downgrade for the remainder of that month.

  1. Confidential Information.

7.1 Obligations. The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates’ employees, agents, subcontractors, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

7.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

  1. Term and Termination.

8.1 Agreement Term. The term of this Agreement (the “Term”) will begin on the Effective Date and continue until this Agreement is terminated as stated in this Section 8 (Term and Termination).

8.2 Termination for Breach.

(a) Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.

(b) Termination of this Agreement. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (i) the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

8.3 Termination for Inactivity. AlltecPro, LLC reserves the right to terminate the provision of ICP Services to a Project upon 30 days’ advance notice if, for a period of 60 days (a) Customer has not accessed the Admin Console or the Project has had no network activity and (b) such Project has not incurred any Fees for such Services.

8.4 Termination for Convenience. Customer may stop using the Services at any time. Subject to any financial commitments in an Order Form or addendum to this Agreement, Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. For purposes of IICP Services and TECHNICAL SUPPORT SERVICES only, AlltecPro, LLC may terminate this Agreement or any applicable Order Form for its convenience at any time with 30 days’ prior written notice to Customer. For the avoidance of doubt, any termination of this Agreement by AlltecPro, LLC for its convenience pursuant to the prior sentence will not impact any active Ittendant Services Order Forms, and this Agreement will continue to govern such Ittendant Services Order Forms until their expiration or termination pursuant to this Agreement.

8.5 Termination Due to Applicable Law; Violation of Laws. AlltecPro, LLC may terminate this Agreement immediately on written notice if AlltecPro, LLC reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused AlltecPro, LLC to violate any Anti-Bribery Laws or Export Control Laws.

8.6 Effect of Termination. Subject to the last sentence of Section 8.4 (Termination for Convenience), if this Agreement terminates, then all Order Forms also terminate. If this Agreement or an Order Form is terminated, then (a) all rights and access to the Services (or in the case of termination of an Order Form, the applicable Services) will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement or the Order Form, and (b) all Fees owed by Customer to AlltecPro, LLC under this Agreement or Order Form, as applicable, are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.

  1. Publicity.Neither party may use the other party’s Brand Features or issue, publish, or present a press release, blog post, speech, social media post, or investor relations call or announcement discussing Customer’s use of the Services or this Agreement without the written consent of the other party, except as expressly permitted in this Agreement. Subject to the preceding sentence, Customer may state publicly that it is a AlltecPro, LLC Cloud customer and display Brand Features in accordance with the Branding Guidelines. AlltecPro, LLC may use Customer’s name and Brand Features in online or offline promotional materials of the Services. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
  2. Representations and Warranties.Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
  3. Disclaimer.Except as expressly provided for in this Agreement, AlltecPro, LLC does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, no infringement, or error-free or uninterrupted use of the Services or Software; and (b) any representations about content or information accessible through the Services.
  4. Limitation of Liability.

12.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 12.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to this Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

12.2 Limitation on Amount of Liability. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement in connection with the ICP Services , as applicable, is limited to the Fees Customer paid for such Services during the 12 month period before the event giving rise to Liability, except AlltecPro, LLC’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $5,000.

12.3 Unlimited Liabilities. Nothing in this Agreement excludes or limits either party’s Liability for:

(a) its fraud or fraudulent misrepresentation;

(b) its obligations under Section 13 (Indemnification);

(c) its infringement of the other party’s Intellectual Property Rights;

(d) its payment obligations under this Agreement; or

(e) matters for which liability cannot be excluded or limited under applicable law.

  1. Indemnification.

13.1 AlltecPro, LLC Indemnification Obligations. AlltecPro, LLC will defend Customer and its Affiliates using the Services under Customer’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any AlltecPro, LLC Brand Feature, in each case used in accordance with this Agreement, infringes the third party’s Intellectual Property Rights.

13.2 Customer Indemnification Obligations. Customer will defend AlltecPro, LLC and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Application, Project, Customer Data, or Customer Brand Features; or (b) Customer’s or an End User’s use of the Services in breach of the ACCEPTABLE USE POLICY or Section 3.3 (Restrictions).

13.3 Exclusions. Sections 13.1 (AlltecPro, LLC Indemnification Obligations) and 13.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of this Agreement, (b) a combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party under this Agreement, unless the combination is required by this Agreement, or (c) in the case of AlltecPro, LLC or any of its Affiliates as the indemnifying party, any Services provided to Customer free of charge.

13.4 Conditions. Sections 13.1 (AlltecPro, LLC Indemnification Obligations) and 13.2 (Customer Indemnification Obligations) are conditioned on the following:

(a) Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 13.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 13.1 (AlltecPro, LLC Indemnification Obligations) or 13.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

13.5 Remedies.

(a) If AlltecPro, LLC reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then AlltecPro, LLC may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing alternative that has materially equivalent functionality.

(b) If AlltecPro, LLC does not believe the remedies in Section 13.5(a) are commercially reasonable, then AlltecPro, LLC may Suspend or terminate Customer’s use of the impacted Services.

13.6 Sole Rights and Obligations. Without affecting either party’s termination rights and to the extent permitted by applicable law, this Section 13 (Indemnification) states the parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 13 (Indemnification).

  1. Resold Customers.This Section 14 (Resold Customers) applies only if Customer orders Ittendant Services from a Reseller under a Reseller Agreement (such Services, “Resold Services”). For the avoidance of doubt, this Agreement does not apply to Ittendant Enterprise Cloud Platform Services ordered from a Reseller.

14.1 Applicable Terms. For the purposes of Resold Services:

(a) Section 2 (Payment Terms) of this Agreement will not apply;

(b) Reseller Fees will apply and be payable directly to Reseller, and all prices for Resold Services will be solely determined between Reseller and Customer;

(c) AlltecPro, LLC will provide to Customer the Resold Services described in the Reseller Order to the extent that there is a valid and binding order for such Services between AlltecPro, LLC and Reseller;

(d) Customer will receive any applicable SLA credits or monetary refunds described in this Agreement from Reseller only;

(e) In the event of termination of this Agreement, AlltecPro, LLC will send Reseller (and not Customer) the final invoice (if applicable) for payment obligations related to Resold Services. Customer will notify (i) Reseller of any termination of this Agreement and (ii) AlltecPro, LLC of any termination of the Reseller Agreement;

(f) Any renewal(s) of the Resold Services and/or any Reseller Order will be as agreed between Customer and Reseller;

(g) If Reseller fails to pay an undisputed invoice for Resold Services to AlltecPro, LLC due to Customer’s failure to pay Reseller, AlltecPro, LLC may Suspend Customer’s access to the Services;

(h) “Order Term,” as it is used in this Agreement, means the period of time starting on the Services Start Date or the renewal date (as applicable) for the Resold Services and continuing until the expiration or termination of the applicable Reseller Order; and

(i) “Services Start Date,” as it is used in this Agreement, means either the start date described in the Reseller Order or, if none is specified in the Reseller Order, the date AlltecPro, LLC makes the Resold Services available to Customer; and

(j) Certain Services require linking to the Reseller’s billing account in order to be billed by the Reseller. Customer acknowledges and agrees that, until any such Services used by Customer are linked to the Reseller’s billing account, such Services will (i) not constitute Resold Services (and therefore not be subject to this Section 14 (Resold Customers)), and (ii) be regarded as Services ordered directly from AlltecPro, LLC and accordingly, despite the terms of the Reseller Agreement (including the fees agreed between Customer and Reseller), Customer will be required to pay Fees to AlltecPro, LLC for such Services, in accordance with the terms of this Agreement. For inquiries about which Services must be linked, Customer should contact Reseller.

14.2 Liability Cap. For the purposes of Section 12.2 (Limitation on Amount of Liability), where the event giving rise to Liability is a breach of this Agreement or otherwise arises in connection with the Resold Services, “Fees” as it is used in that Section means “Reseller Fees”. If Customer or AlltecPro, LLC brings a claim under the Agreement, then for the purposes of establishing the Liability cap under Section 12.2 (Limitation on Amount of Liability), then upon AlltecPro, LLC’s request, Customer will (a) promptly disclose to AlltecPro, LLC the amount of any Reseller Fees paid or payable under the Reseller Agreement; (b) consent to Reseller disclosing such amount to AlltecPro, LLC, notwithstanding Reseller’s confidentiality obligations under the Reseller Agreement; and (c) procure any consents necessary to enable Customer’s or Reseller’s disclosure under this Section 14.2 (Liability Cap).

14.3 Sharing Confidential Information. AlltecPro, LLC may share Customer Confidential Information with Reseller as a Delegate subject to Section 7.1 (Obligations).

14.4 Reseller-Customer Relationship. At Customer’s discretion, Reseller may access Customer’s Account. As between AlltecPro, LLC and Customer, Customer is solely responsible for (a) any access by Reseller to Customer’s Account and (b) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Resold Services. AlltecPro, LLC will not have any Liability arising out of a Reseller’s (x) suspension or termination of Customer’s access to the Services; (y) access to and visibility of Customer’s Account and Customer’s Account’s billing-related metadata; or (z) offering or provisioning of Reseller or third party products or services.

14.5 Reseller Technical Support. Customer acknowledges and agrees that Reseller may disclose Customer and End User personal data to AlltecPro, LLC as reasonably required for Reseller to handle any support issues that Customer escalates to or via Reseller.

  1. Miscellaneous.

15.1 Notices. Under this Agreement, notices to Customer must be sent to the Notification Email Address and notices to AlltecPro, LLC must be sent to [email protected]. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

15.2 Emails. The parties may use emails to satisfy written approval and consent requirements under this Agreement.

15.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void. If Customer assigns this Agreement to an Affiliate in another jurisdiction such that there is a change in the AlltecPro, LLC contracting entity. This Agreement is automatically assigned to the new AlltecPro, LLC contracting entity.

15.4 Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.

15.5 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

15.6 Subcontracting. AlltecPro, LLC may subcontract obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.

15.7 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

15.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

15.9 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

15.10 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.11 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

15.12 U.S. Governing Law.

(a) For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then this Agreement will be silent regarding governing law and venue.

(b) For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN MORRIS COUNTY, NEW JERSEY.

(c) For All Other Entities. If Customer is any entity not identified in Section 15.12(a) (U.S. Governing Law for U.S. City, County, and State Government Entities) or (b) (U.S. Governing Law for Federal Government Entities), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY NEW JERSEY LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MORRIS COUNTY, NJ, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

15.13 Amendments. Except as stated in Sections 1.4(b) (Updates: To this Agreement (ICP Services and TECHNICAL SUPPORT SERVICES only)); 1.4(c) (Updates: To the URL Terms (All Services)) or (c) (Updates: To the Cloud Data Processing Addendum), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

15.14 Survival. The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback), Section 7 (Confidential Information), Section 8.6 (Effect of Termination), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14.1(e) (termination of Reseller Agreement), Section 14.2 (Liability Cap), Section 14.3 (Sharing Confidential Information), Section 14.4 (Reseller-Customer Relationship), and Section 15 (Miscellaneous).

15.15 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into this Agreement. After the Effective Date, AlltecPro, LLC may provide an updated URL in place of any URL in this Agreement.

15.16 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Cloud Data Processing Addendum, the remainder of this Agreement (excluding the URL Terms), and the URL Terms (excluding the Cloud Data Processing Addendum).

15.17 Headers. Headings and captions used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.

15.18 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation. Unless otherwise specified, all references to “$” in this Agreement refer to United States dollars.