BaselineEdge is an easy-to-use, powerful suite of web-based solutions for educators, including features that help improve student achievement, enhance staff effectiveness, manage and measure strategic plans, and streamline operational performance.
TERMS OF SERVICE
IMPORTANT - These Terms of Service (the "Terms"), together with any applicable Purchase Order(s) (defined below), constitute the entire agreement (the "Agreement") between the entity or governmental body listed in the Purchase Order(s) as the "You" ("you") and Longleaf Solutions, LLC ("us" or "we") with respect to the services and software listed herein. It is essential that you read the terms of this Agreement carefully before clicking on the "I AGREE" or "I DISAGREE" button below. By clicking on the "I agree" button, you acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by its terms.
If you do not agree to the terms and conditions of this Agreement, promptly click the "I DO NOT AGREE" button at the bottom of this Agreement. If you do not agree with the terms and conditions of this Agreement and mistakenly click the "I AGREE" button, promptly notify us at firstname.lastname@example.org immediately. For your convenience and records, we suggest that you print and retain or save a copy of this agreement.
1. Definitions. All capitalized terms not otherwise defined in these Terms are defined in the Purchase Order.
1.1 Online Services. The term "Online Services" means the products and services identified as such in a Purchase Order.
1.2 Software. The term "Software" means the software we use to provide the Online Services.
1.3 Authorized Users. The term "Authorized Users" means you employees and agents whom you authorize to access and use the Online Services and Software pursuant to the terms of this Agreement via unique usernames and passwords.
1.4 Customer Data. The term "Customer Data" means information you create or otherwise own, licensed by you from Third Parties or otherwise provided to us on your behalf and, in each case, that is uploaded to or processed or accessed by the Online Services or Software.
1.5 Data. The term "Data" means any and all information we create or that is provided by Third Parties to us and that we provide to you via the Online Services and the Software, excluding Customer Data.
1.6 Longleaf Information. The term "Longleaf Information" means information we create or otherwise own or licensed by us from Third Parties and related to the Online Services, including, without limitation, the Software, the Data, any processing, storage and transmission information that may be necessary for us to perform its obligations under this Agreement (including, without limitation, information collected under Section 2.7), but excluding Customer Data.
1.7 Effective Date. The term "Effective Date" means the date on which your subscription for the Online Services begins, as set forth in the initial Purchase Order for the Online Services.
1.8 Output. The term "Output" means the output created by the Online Services or Software, namely charts, graphs, tables and reports generated by the Online Services or Software at your direction
1.9 Purchase Order. The term "Purchase Order" means the document(s) (which may be provided and agreed to by you on paper or electronically) identifying, among other things, the Online Services to be provided to you under these Terms and the charges for such services. During the term of this Agreement, you may order additional services in connection with the Online Services by executing (including electronically) additional Purchase Orders, all of which will, unless otherwise stated therein, be subject to this Agreement.
1.10 System Requirements. The term "System Requirements" means the minimum browser and system requirements and available at www.baselineedge.com/systemrequirements and incorporated in these Terms by this reference. We may change this web address upon notice to you.
1.11 Third Party. The term "Third Party" means any entity other than us or you.
2.1 Provision of Services. Subject to the terms and conditions of this Agreement, we agree to provide you the Online Services set forth on the Purchase Order(s).
2.2 Grant of License. Subject to the terms and conditions of this Agreement, including, without limitation, the restrictions set forth in Section 2.3, we grant you, during the term of this Agreement, a limited, nontransferable, nonexclusive license (i) to use the Data solely for your own internal business and research purposes as set forth in this Agreement; (ii) for the Authorized Users to access over the Internet and use the Online Services and the Software solely to support your normal course of business; (iii) to publish the Output and your analysis of the Data included therein in research reports or other publications published or issued in your usual and ordinary course of business to your clients or constituents (whether in paper or electronic form) (each, an "Authorized Publication"); and (iv) to disseminate such Authorized Publications, provided that (a) "Longleaf Solutions, LLC," is credited as the source of the results published therein, and (b) such Authorized Publications are not distributed or sold or subscribed to for consideration or compensation.
2.3 Restrictions on Use. You and your Authorized Users will not, directly or indirectly, (i) license, sell, redistribute, lease or otherwise transfer or assign the Online Services, Software, Data or any component thereof, except for analysis of the Output and Data in the Authorized Publications as permitted in Section 2.2; (ii) alter or permit a Third Party to alter any part of the Software or Data; (iii) use or permit the use of the Online Services, Software or Data for any unlawful purpose; (iv) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Online Services, Software or Data; (v) use the Online Services or the Software on equipment that does not possess the System Requirements; (vi) use the Online Services or Software in a way that could harm it or impair anyone else’s use of it (including, without limitation, by transmitting by or uploading to the Online Service or Software any viruses, worms, Trojan horses or other malicious code); or (vii) use the Online Service or Software to try to gain unauthorized access to any service, data, account or network by any means. You will ensure that your employees and the Authorized Users adhere to the terms of this Agreement, including without limitation the terms of Sections 2.3 and 5.2 hereof, and will be liable for any employee’s or Authorized User’s breach of this Agreement.
2.4 Configuration of Services and Data; Service Suspension.
2.4.1 We do not make any guarantee as to the integrity or accuracy of the Data after it has been uploaded to the Online Services or Software or otherwise provided to us, and we do not make any guarantee or warranty as to the quality of transmission of data over telephone, digital subscriber lines or any other method of Internet delivery, including, without limitation, server downtimes or other network related problems except as described in Section 4.1.
2.4.2 As part of the Online Services, we may offer data and information for which we have obtained redistribution rights. If for any reason we do not possess these redistribution rights, we will immediately discontinue the distribution of the Data, reports or information that was predicated on our possession of such rights.
2.4.3 We reserve the right, in our sole discretion and without liability, to change or modify the features and functionalities of the Online Services or the Software, so long as such modifications do not have a material adverse effect on the Online Services.
2.4.4 We may suspend the Online Services in whole or in part and without notice: (i) if we believe your use of the Online Services or Software represents a direct or indirect threat to the function or integrity of the Online Services or Software, our or our service providers’ networks, or anyone else’s use of the Online Services; (ii) if reasonably necessary to prevent unauthorized access to customer data (including, without limitation, the Customer Data); or (iii) to the extent necessary to comply with legal requirements. If we suspend the Online Services without notice, we will provide the reason for such suspension, upon your request. Any suspension of services for the foregoing reasons will apply to the minimum necessary portion of the online portion of the Online Services and only be in effect for as long as reasonably necessary to address the issues giving rise to the suspension. We may also, upon such notice as is reasonably practicable under the circumstances, perform scheduled or emergency maintenance (including temporary suspension of the Online Service as necessary) to maintain or modify the Online Services or Software.
2.5 Customer Data.
2.5.1 License; Rights. With respect to any Customer Data you provide to us, you (i) grant us the right to use, copy, modify, manipulate and create derivative works of such Customer Data as necessary in order for us to provide and perform the Online Services; (ii) agree to secure rights in your Customer Data necessary for us to provide you the Online Services without violating the rights of any Third Party, or otherwise obligating us to you or any Third Party. Except as otherwise required by applicable law, we do not and will not accept any obligations in any separate license or other agreement that may apply to your Customer Data or use of the Online Services.
2.5.2 Procedure upon Termination. Upon expiration or termination of this Agreement, you must tell us whether to (i) disable your account and delete the Customer Data; or (ii) provide you with limited access to your account for a period of ninety (90) days after the date of such expiration or termination (the "Retention Period") for the sole purpose of permitting you to retrieve your Customer Data, in which case you will reimburse us if there are any applicable costs; provided, however, that the provisions of subsection (ii) shall not apply unless you have paid all amounts due to us through the effective date of termination no later than ten (10) days after such date. If you do not indicate (i) or (ii), we will retain your Customer Data in accordance with subsection (ii). Following the expiration of the Retention Period, we will disable your account and delete your Customer Data. You agree that, other than as described in this Section 2.5.2 and notwithstanding any other term in this Agreement, we have no obligation to continue to hold or return your Customer Data. You also agree that we have no liability whatsoever for deletion of your Customer Data pursuant to these terms.
2.5.3 Privacy. We will implement reasonable and appropriate technical and organizational measures to help secure your Customer Data against accidental or unlawful loss, access, or disclosure. You agree that these measures are (i) our only responsibility with respect to the security and handling of Customer Data, except as otherwise required by applicable law; and (ii) in lieu of, and not in addition to, the confidentiality terms of Section 5. You agree that we may transmit or disclose the Customer Data to Third Parties in accordance with your or your Authorized Users’ directions (whether via the Online Services or otherwise).
2.5.4 Personal Data. With respect to any personal data you upload or we collect (at your direction) through the Online Service (collectively, "Personal Data"), you (i) agree that we or our Third Party service providers or affiliate(s) may process such Personal Data consistent with applicable law and regulation, only for the purpose of the provision of the Online Services under this Agreement or for purposes connected with the subject matter of the disclosure or business relationship between the parties; (ii) acknowledge that such processing may include the transfer of such Personal Data to our affiliates or Third Party service providers worldwide or its storage in a local or foreign database; and (iii) agree that you will, to the extent required by applicable law, obtain all necessary consents to such processing from the data subjects concerned, including, without limitation, any parental consent so required, if you are an educational institution.
2.6 Access Credentials. You are responsible for all use of your account and maintaining the confidentiality of all usernames, passwords and related information (collectively, "Access Credentials") assigned to or connected with your subscription. You covenant that you will not permit the sharing of Access Credentials by your employees, agents, independent contractors, officers, managers, directors or other affiliated entities, provided, however, that if an Authorized User leaves your employ or transfers to an unrelated position in your employ, you may designate a replacement Authorized User. You acknowledge that we use technical means to monitor your and your employees’ and agents’ use of the Online Services via the Access Credentials to ensure compliance with this Agreement, and you further consent to such monitoring. When selecting usernames, you will select, for each username, a unique username that is not obscene, defamatory, harassing, offensive or malicious. We reserve the right to inspect all usernames and reassign usernames that we feel in our sole discretion to be obscene, defamatory, harassing or malicious. When selecting passwords, you will select unique, non-obvious passwords.
2.7 System Metrics. You agree and acknowledge that, through your and your Authorized Users’ use of the Online Services and Software, we may automatically collect usage and volume statistical information regarding such usage (collectively, the "System Metrics"). We use the System Metrics internally to help us diagnose technical problems, administer the Site and Services, and improve our offerings and marketing. The System Metrics do not include any personal information or data related to the user of the Online Services or Software. Notwithstanding any term to the contrary set forth herein, you agree and consents to our collection and use of the System Metrics as set forth herein, and you further agree that the System Metrics are our sole and exclusive property.
3. Fee and Payment Terms
3.1 Fees. You agree to pay us (i) all charges for your use of the Online Services ("Subscription Fees"), and (ii) all charges associated with other service changes you initiate during the term of this Agreement. All such fees and charges will be as set forth on the Purchase Orders; provided, however, that, except as otherwise set forth on a Purchase Order, the Subscription Fees set forth on the Purchase Orders reflect the fees for the then-current term, and the Subscription Fees and any other fees or charges for any subsequent renewal terms will be calculated pursuant to our then-prevailing rates for the applicable services. All fees will be charged in and all payments will be remitted in United States Dollars ($US/USD).
3.2 Payment Schedule. You will be invoiced the Subscription Fees for the Initial Term (described in Section 7) as set forth on the Purchase Order. After the Initial Term, we will invoice you separately for any fees incurred as a result of (i) any additional service or transaction charges and/or (ii) renewals of this Agreement in accordance with Section 7. Payment will be due as per the date of the invoice.
3.3 Late Charges; Other Remedies. Any invoiced charges not received within thirty (30) days of the invoice date will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. In addition to the foregoing and without prejudice to our other rights and remedies under this Agreement, at law or equity, if you are delinquent in its payments, we may, upon thirty (30) days prior written notice to you and your failure to cure, and at our sole discretion do any one or more of the following: (i) terminate this Agreement pursuant to Section 8, (ii) in whole or in part suspend providing the Online Services to you until payment in full has been made, or (iii) require other assurances to secure your payment obligations hereunder. You further agree to pay all reasonable and actual attorneys’ fees we incur in connection with the collection of any past due amount owed to us under this Agreement
3.4 Taxes. All fees we charge for the Online Services are exclusive of taxes, VAT and similar fees now in force or enacted in the future imposed on the transaction, all of which you will be responsible for, except for taxes based on our net income.
4.1 In General. We warrant that we will use commercially reasonable efforts to provide the Online Services and Data to you; provided:
4.1.1 You and all Authorized Users have used equipment, settings and software that meet the System Requirement and have not otherwise used any equipment or software that adversely affects the Online Services;
4.1.2 You have paid all amounts due under this Agreement and are not in default of any provision of this Agreement; and
4.1.3 You and all Authorized Users have not made any changes (nor permitted any changes to be made other than by or with the express approval of Provider) to the Online Services or Software. ANY UNAUTHORIZED CHANGES TO THE ONLINE SERVICES OR SOFTWARE WILL VOID THE WARRANTY SET FORTH IN THIS SECTION 4.1.
4.2 No Other Warranties. THE WARRANTY SET FORTH IN SECTION 4.1 IS THE SOLE AND EXCLUSIVE WARRANTY FOR ANY FAILURE BY US TO PROVIDE THE ONLINE SERVICES OR DATA. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS, IMPLIED, OR STATUTORY WARRANTIES WITH RESPECT TO THE ONLINE SERVICES, SOFTWARE OR DATA, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WE DO NOT WARRANT THAT THE DATA OR ONLINE SERVICES WILL BE PROVIDED UNINTERRUPTED OR WITHOUT ERROR.
4.3 Sole Remedy. YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY CONTAINED IN SECTION 4.1 WILL BE REDELIVERY OF THE DATA OR REPERFORMANCE OF THE ONLINE SERVICES, AS APPLICABLE.
5. Confidential Information
5.1 Acknowledgment. Each party acknowledges that it will have access to certain "confidential information" of the other party, as defined in O.C.G.A. § 13-8-51(3), (collectively, "Confidential Information"). Our Confidential Information shall expressly include the Longleaf Information. Each party as a "Receiving Party" acknowledges that the Confidential Information of the other party as "Disclosing Party" contains trade secrets, confidential information and/or other valuable proprietary information owned by the Disclosing Party.
5.2 Obligations of Parties. Each party as Receiving Party acknowledges that as a result of its activities under this Agreement, it may have access to Confidential Information of the other party as Disclosing Party. In recognition of each Disclosing Party’s need to protect its legitimate business interests, each Receiving Party hereby covenants and agrees that it will treat and regard each item constituting Confidential Information of the Disclosing Party as strictly confidential and wholly owned by the Disclosing Party and will not, without the prior written consent of the Disclosing Party, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate to any Third Party or permit any of its employees (including, without limitation, Authorized Users) or agents to do any of the above with respect to all or any part of the Disclosing Party’s Confidential Information, except as required by judicial or governmental action or as otherwise permitted hereunder. Information excluded from the obligations set forth in this Section 5.2 includes (i) the Output and the Data contained therein, but only to the extent such are used in your internal operations or Authorized Publications during the term of this Agreement, as set forth in Section 2; and (ii) the Customer Data, which is governed by Section 2.5. In the event of a violation or threat of violation by a Receiving Party, directly or indirectly, of the terms of this section, the Disclosing Party will have the right, in addition to all other remedies available to it at law, in equity or under this Agreement, to affirmative or negative injunctive relief from a court of competent jurisdiction, without proof of the economic value of any interest sought to be protected and without any requirement that the Disclosing Party post bond or any other security. Each party as Receiving Party acknowledges that a violation of this Section 5.2 would cause irreparable harm to the other party as Disclosing Party and that all other remedies are inadequate.
5.3 Agreement. The parties expressly agree that the terms of this Agreement will be maintained in confidence and that neither party will disclose the terms of this Agreement to any Third Party without the prior written approval of the other party. Notwithstanding anything to the contrary contained herein, each party will have the right to disclose that you are our customer.
5.4 Application of Other Laws. If you are a governmental entity, the terms of Sections 5.2 and 5.3 are subject to the requirements of applicable trade secret, public records and similar laws. We regard the Software as our trade secret and require that you treat it such with respect to any public records requests with respect to the Software, in accordance with applicable law.
6. Proprietary Rights
Exclusive of Customer Data, we (or our Third Party licensor(s)) will retain all right, title, and interest (including copyright and other intellectual property or informational rights) in and to the Online Services and the Longleaf Information and all legally protectable elements or derivative works thereof. We may place copyright and/or other proprietary notices, including hypertext links, within the Online Services. You and your Authorized Users will not alter or remove such notices without our written permission. Notwithstanding anything to the contrary in this Agreement, we will not be prohibited or enjoined at any time by you or any Authorized User from utilizing any skills, knowledge or information of a general nature acquired during the course of providing the Online Services, including, without limitation, knowledge or information publicly known or available or that could reasonably be acquired in similar work performed for another customer of ours.
The initial term (the "Initial Term") of this Agreement will commence on the Effective Date and, unless terminated earlier as set forth herein, continue for the period specified in the initial Purchase Order. The term of this Agreement may be renewed by for additional successive periods equal to the term specified in the Purchase Order (each, a "Renewal Term"), as follows: (i) at least thirty (30) days prior to the end of the then-current term, we may provide you with an invoice setting forth the proposed subsequent renewal term. Your payment of such invoice or continued use of the Online Services or Software during the Renewal Term will constitute you acceptance of the Renewal Term. If you do not pay such invoice as set forth herein, then we may, in addition to any other remedy we may have and in our sole discretion and at any time after the due date of such invoice, terminate this Agreement effective as of the end of the expiring term.
8.1 By Us. In addition to any other termination rights described in this Agreement, we may terminate this Agreement immediately (or, in our sole discretion, suspend the provision of the Online Services to you) upon written notice to you if you (i) breach this Agreement and fail to cure such breach within thirty (30) days of written notice describing such breach, except in the case of failure to pay fees due hereunder, which such breach must be cured within ten (10) business days after we give you notice of such delinquency; or (ii) breach, or an employee or Authorized User, breaches Sections 2.3 or 5.
8.2 By You. You may terminate this Agreement immediately upon written notice to us: (i) if we breach this Agreement and fail to cure such breach within thirty (30) days of written notice describing such breach; or (ii) we become the subject of any involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors and such proceeding is not dismissed within sixty (60) days of its filing.
8.3 Termination of Service Agreement. You acknowledge that our ability to provide the Online Services is subject to various licenses or other agreements (each a "Service Agreement") between us and our Third Party suppliers. In the event of the expiration or termination of any applicable Service Agreement, we will use commercially reasonable efforts to obtain alternative suppliers in order to avoid suspension or disruption in the Online Services. If we are unable, for any reason, to obtain such an alternative or replacement Service Agreement, we may terminate this Agreement and the Online Services upon written notice to you without any liability to you. We agree to give you at least sixty (60) days prior written notice to you (or, if it is not possible to give 60 days notice, as much notice as possible under the circumstances) of the termination or expiration of a Service Agreement governing our ability to deliver the Online Services to you, or any other condition arising under such Service Agreement that is likely to adversely affect your use of the Online Services or our ability to provide the Online Services. If we terminate this Agreement pursuant to this Section 8.3, and you have prepaid for the Online Services under this Agreement, then we will, after applying such prepayment to all fees and charges due under the Agreement, return the unused portion of such prepayment to you within forty-five (45) days after the date of termination.
8.4 Procedure upon Termination. Upon the effective date of termination of this Agreement:, and in addition to any other post-termination obligations in these Terms, we will cease providing the Data and Online Services to you and your Authorized Users, you and your Authorized Users will cease using the Data and the Online Services, and all your payment obligations through the effective date of termination will immediately become due. In addition to the foregoing, promptly upon termination of this Agreement as a whole, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information, subject to the terms of Section 2.5 with respect to the Customer Data and except as required (and only to the extent necessary) to comply with any applicable legal, archival or accounting record keeping requirement; provided, however, that all such retained Confidential Information shall remain subject to the provisions of Section 5 of these Terms.
9. Limitations of Liability
9.1 In General. This section 9 AND section 4 (WARRANTY) set forth OUR entire liability and Your exclusive remedies. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, In no event will we be LIABLE for any amount in excess of amounts paid under this Agreement DURING THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR OUR THIRD-PARTY VENDORS BE LIABLE FOR ANY TYPE OF INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, COST OF REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF INFORMATION, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT WE HAVE SET OUR PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
9.2 Force Majeure. NEITHER PARTY WILL BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT IF SUCH DELAY OR FAILURE RESULTS FROM ANY CAUSE BEYOND THE REASONABLE CONTROL OF THE AFFECTED PARTY, INCLUDING, WITHOUT LIMITATION, FIRE, EXPLOSION, LABOR DISPUTE, EARTHQUAKE, TERRORISM, CASUALTY OR ACCIDENT, LACK OR FAILURE OF TRANSPORTATION FACILITIES AND/OR SERVICES, LACK OR FAILURE OF TELECOMMUNICATIONS FACILITIES AND/OR SERVICES INCLUDING INTERNET SERVICES, EPIDEMIC, FLOOD, DROUGHT, OR BY REASON OR WAR, REVOLUTION, CIVIL COMMOTION, BLOCKADE OR EMBARGO, ACT OF GOD, ANY INABILITY TO OBTAIN OR RETAIN ANY REQUISITE LICENSE, PERMIT OR AUTHORIZATION, OR BY REASON OF ANY LAW, PROCLAMATION, REGULATION, ORDINANCE, DEMAND OR REQUIREMENT OF ANY GOVERNMENT OR BY REASON OF ANY OTHER SUCH CAUSE WHATSOEVER, WHETHER SIMILAR OR DISSIMILAR TO THOSE ENUMERATED.
You will not assign any of your rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so will be deemed void and a material breach of this Agreement. We may, without your consent, assign any or all of our rights and/or delegate any or all of our obligations to a third party.
Any notice or communication required or permitted in this Agreement will be in writing and will be deemed to have been duly given (i) on the day of delivery if hand-delivered or if sent by a nationally recognized express courier service; (ii) four (4) days after mailing if mailed by first class mail, registered or certified, postage prepaid, and addressed as specified; or (iii) when transmitted if sent by facsimile, provided that a confirmation of transmission is produced by the sending machine and a copy of such facsimile is sent by other means specified in this Section 11. All notices will be sent to us at 1380 Peachtree Industrial Blvd. Suite 200, Suwanee, GA 30024, to you at the address or facsimile number set forth on its initial Purchase Order, or at such other address or facsimile number as either party will have specified in a notice given in accordance with this Section 11.
13. General Provisions
13.1 Independent Contractors. The parties and their respective employees are and will be independent contractors and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
13.2 Governing Law. This Agreement and all obligations of the parties hereunder will be interpreted, construed, and enforced in accordance with the laws of the State of Georgia, without reference to any conflict of laws rules; provided however, that if you are a state or local government entity in the United States, this agreement is governed by the laws of that state.
13.3 Jurisdiction; Venue. Each of the parties, for themselves and their successors and assigns, agrees to submit to exclusive personal jurisdiction and the sole and exclusive venue in the federal, state or superior courts having jurisdiction over Gwinnett County, Georgia, in any action or proceeding arising out of this Agreement, or any act or omission of any person or entity relating to this Agreement, and, in furtherance of such agreement, each party, for itself and its successors and assigns, hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction and venue over it, its successors and/or assigns in any such action or proceeding may be obtained within or without the jurisdiction of any such court having jurisdiction over Gwinnett County, Georgia, and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the other, or its successors and/or assigns by certified mail to or by personal service at the last known address of the party in question, whether such address be within or without jurisdiction of any such court. Each party hereby waives any objections or defenses to jurisdiction or venue in any such proceeding before such court. If you are a U.S. state or local government entity, this Section 13.3 does not apply, and jurisdiction and venue will be determined by applicable law.
13.4 Waiver. No waiver of any provision hereof or of any right or remedy hereunder will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Neither any delay in exercising, nor any course of dealing with respect to, nor any partial exercise of any right or remedy hereunder will constitute a waiver of any other right or remedy, or of any future exercise thereof.
13.5 Severability. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of the Agreement will remain enforceable.
13.6 Entire Agreement. This Agreement, together with all Purchase Orders executed by you and related to the Online Services, all of which are incorporated by reference herein, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous proposals, communications and understandings, oral or written.
13.7 Amendment. This Agreement may not be modified, altered or amended except by a written instrument duly executed by both parties.
13.8 Headings. The headings used herein are for purposes of convenience only and should not be used in construing the provisions hereof.
13.9 Limitation on Actions. No action arising out of this Agreement, regardless of the form thereof, may be brought by either party more than two (2) years after the cause of action has arisen, or the date of last payment made by you, whichever is later.
13.10 Recovery of Legal Fees and Costs. Should either party resort to litigation to enforce this Agreement, the party prevailing in such litigation will be entitled, in addition to such other relief as may be granted, to recover its reasonable attorneys’ fees and costs in such litigation from the non-prevailing party.
13.11 Governmental Users. This Section 13.11 applies to all use of the Software by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Software provided to you hereunder are "commercial items" as that term is defined at 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 CFR 12.212 and other applicable acquisition regulations and are provided to you only as a commercial item. Consistent with 48 CFR 12.212, 48 CFR 227.7102, and 48 CFR 227.7202, all U.S. Government End Users, if any, acquire the Software and its associated documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Software may not be acquired by the U.S. Government pursuant to a contract incorporating clauses prescribed by 48 CFR 27.4, 48 CFR 227.71 or 48 CFR 227.72. Contractor/manufacturer is Longleaf Solutions, LLC, 1380 Peachtree Industrial Blvd. Suite 200, Suwanee, GA 30024.
BY CLICKING "I AGREE" BELOW, THE INDIVIDUAL EXECUTING THIS AGREEMENT REPRESENTS THAT HE/SHE IS AN "AUTHORIZED USER" AS SET FORTH IN THE APPLICABLE PURCHASE ORDER AND, AS SUCH, HAS THE AUTHORITY TO BIND YOU TO THESE TERMS. IF YOU AGREE TO BIND THE ENTITY FOR WHOM YOU ARE AGREEING TO THE ABOVE TERMS, PLEASE ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS BELOW AND CLICK "I AGREE." IF YOU DO NOT AGREE, PLEASE CLICK "I DO NOT AGREE" AND NOTIFY PROVIDER IMMEDIATELY AT email@example.com. CLICKING "I AGREE" WILL BE DEEMED TO BE YOUR AND YOUR SECURE ELECTRONIC SIGNATURE UNDER THE GEORGIA ELECTRONIC RECORDS AND SIGNATURE ACT AND ANY OTHER APPLICABLE FEDERAL, STATE OR LOCAL LAW, RULE, REGULATION OR ORDINANCE.