1.1 “Active Status” means the state when the Subscription Service is deployed or otherwise accessible by Customer and its Users at a Site for productive benefit of the Customer or that Site.
1.2 “Affiliate” means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity.
1.3 “Applicable Law” means all federal, state, and local laws, statutes, regulations, rules, ordinances, and other binding legal requirements that apply to a party’s performance under this Agreement, including, where applicable, building codes, housing laws, consumer protection laws, and industry-specific regulations.
1.4 “Breach” means any unauthorized disclosure, access to, or misuse of Protected Data.
1.5 “Claim” means a third-party legal action, suit or proceeding.
1.6 “Client Software” means a software component installed on a Customer’s or Site’s device or premises required for use of the Subscription Service. Client Software is part of the Subscription Service.
1.7 “Confidential Information” means any material, data, or information, in any form or media, that is proprietary or confidential to a party and is marked as confidential, or not marked but by its nature or treatment by its owner should reasonably be understood or considered to be confidential.
1.8 “Customer Data” means proprietary information and data that a Customer, a Site, or a User inputs into the Subscription Service or Client Software or that is provided to Eolas by or on behalf of a Customer, a Site or a User, whether directly or through a third-party, to enable Eolas to provide the Subscription Service. For clarity, Public Data is not Customer Data, and any Customer‑contributed corrections, updates, or annotations to Public Data (including readily observable property facts) are deemed Public Data.
1.9 “Deliverable” means work product that Eolas provides or creates with Professional Services and is specified as a “deliverable” in an Order Document, including without limitation software programming, application program interfaces, information, documents, reports, technical and non-technical data, specifications and other material, including derivative works. Deliverables do not include third-party products provided with Professional Services.
1.10 “Disclosing Party” means, with respect to certain Confidential Information, the party disclosing Confidential Information to the other party under this Agreement.
1.11 “Documentation” means Eolas’s user manuals, videos, webcasts and other training materials.
1.12 “Feedback” means any suggestions, enhancement requests, recommendations, or other feedback regarding the Services or Documentation.
1.13 “Fees” means the setup and subscription fees and other related expenses as specified in the Order Document(s).
1.14 “Hardware” means any hardware that may be provided by Eolas for use in connection with the Services.
1.15 “Intellectual Property” means all inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses, and any other intangible proprietary or property rights, whether registered or otherwise protected under statute or common law.
1.16 “License” means the non-exclusive, non-transferable right to use the licensed products, services or materials for the Customer’s own internal business operations, according to the Documentation, and subject to this Agreement’s restrictions.
1.17 “Order Document” means an order form, quote, change request, statement of work, or other form of confirmation, including Schedule A and Schedule B, provided by Eolas to Customer or Site that specifies the Subscription Services, number of Users if applicable, fees, Subscription Term, Professional Services and Deliverables, if any, and other information relating to Customer’s or Site’s order.
1.18 “Permitted Third Parties” means Customer’s Affiliates and third parties acting on Customer’s or such Affiliates’ behalf, including brokers, carriers, third-party administrators, advisors, contractors, and service providers, that are authorized by Customer to access or use the Services, Client Software, Deliverables, or Documentation solely for Customer’s internal business purposes and in accordance with this Agreement, including any applicable role-based permissions or use restrictions. Permitted Third Parties expressly exclude direct competitors of Eolas.
1.19 “Professional Services” means professional consulting services, installation, integration and configuration services, and other time and materials services.
1.20 “Prohibited Uses” means (a) any export, re-export, transfer, re-transfer, sale, supply, access to, or use of the Client Software, Subscription Service, or Professional Services to or in a country other than the country to which the Client Software was originally shipped or in which the Services were originally provided, or to, by, or for a different end user or end use, in each case where such activity may require a license or other authorization under U.S. or other applicable export control laws; or (b) any direct or indirect export, re-export, transfer, re-transfer, sale, supply, access to, or use of the Client Software, Subscription Service, or Professional Services to, in, by, or for any country, person, or end use that is sanctioned, embargoed, or otherwise prohibited under U.S. or other applicable export control or sanctions laws..
1.21 “Protected Data” means the Customer Confidential Information and Personal Information within the Customer Data.
1.22 “Public Data” means any data or data sets concerning property attributes that (a) originate from, are made publicly available by, or are otherwise derived from, a governmental authority (whether obtained directly or indirectly through intermediaries), or (b) consist of facts about a property that are publicly available from open sources or readily observable from public rights‑of‑way or common areas. For clarity, (i) Public Data is not Customer Data, and any Customer‑contributed corrections, updates, or annotations to Public Data (including readily observable property facts) are deemed Public Data and (ii) Public Data any confidential or non‑public data of Customer that is not otherwise publicly available or readily observable.
1.23 “Receiving Party” means, with respect to certain Confidential Information, the party receiving such Confidential Information from the other party under this Agreement.
1.24 “Sensors” means sensors or monitoring devices that may be installed in common areas of managed properties and, in some cases, within individual units (e.g., water leak detectors, temperature monitors).
1.25 “Service” means the services identified in the Order Document(s), as Eolas may modify the services from time to time in Eolas’s discretion, including any associated Client Software provided by Eolas to Customer, together with any modifications, revisions, upgrades, language versions and enhancements of the foregoing, as well as any support services, if any.
1.26 “Service Warranty” means the standard that the Professional Services will be performed in a good and workmanlike manner and in accordance with generally accepted industry standards.
1.27 “Site" means (a) any real estate property owned by Customer or managed by Customer or any affiliate of Customer that is specified by Customer to Eolas either in an Order Document or otherwise in writing, including via email, as a recipient of the Services under this Agreement, and (b) the legal entity that owns or manages such property (e.g., if managed by a third-party management company on behalf of Customer or an Affiliate, such third-party management company). References in this Agreement to a “Site” acting, performing, complying, breaching, or otherwise having obligations shall be deemed to refer to the applicable legal entity described in clause (b, and references to a “Site” as a location or recipient of Services shall be deemed to refer to the property described in clause (a).
1.28 “Subscription” means a non-exclusive, non-transferable right for Customer and each Site to use the Subscription Service for their own business operations and to extend use to Users affiliated with Customer or each Site.
1.29 “Subscription Service” means a Service, and associated Documentation (if any), made available to Customer by Eolas by Subscription as specified in an Order Document.
1.30 “Subscription Term” means a period specified in an Order Document beginning on the date specified in Subscription Service terms applicable to the particular Service ordered, and each subsequent Subscription Term automatically renewed under the Agreement, during which Eolas will provide the Subscription Service.
1.31 “Support Policies” means Eolas’s current support policies and procedures for Subscription Service as revised from time-to-time.
1.32 “User” means a person authorized to utilize the Subscription Service concurrently with others as an employee, customer or affiliate of Customer or a Site.
2.1 Orders. Customer may place a binding order, subject to Eolas's acceptance, by sending Eolas a signed Order Document, for Subscription Service and, if applicable, for Professional Services.
2.2 Site Additions; Execution of Orders. Customer can, at any time, add Sites to Customer’s Subscription by executing new or additional Order Documents in accordance with Section 2.1 above. Customer may also add Sites by informing the Eolas Help Team via email, phone or chat of the Sites to be added and immediately thereafter such Sites shall be governed by the terms and conditions of the Agreement and the applicable Order Documents. Customer may also remove Sites from coverage under the Agreement by notifying Eolas in writing, subject to any applicable Subscription Term commitments.
3.1 Subscription. Eolas will provide Subscription Service to Customer, Sites or Permitted Third Parties according to the Order Document during the Subscription Term. Customer, Sites and each Permitted Third Party shall use the Subscription Services in accordance with the Documentation. Customer acknowledges that, Subscriptions may not include the rights to new features or functionality added to a Service after the beginning of the Subscription Term unless otherwise specified in the applicable Order Document. Eolas may enhance, modify, or update the Subscription Service from time to time in its discretion; provided, however, that Eolas will not materially decrease the core functionality of the Subscription Service during the applicable Subscription Term.
3.2 License. If the Subscription Service requires Client Software or an Order Document specifies Deliverables, Eolas grants to Customer and each Site, subject to Customer’s, each Site’s, and their respective Users’ compliance with this Agreement, a revocable limited License to the Client Software and such Deliverables, for the Subscription Term.
3.3 Restrictions. Customer, Sites and Permitted Third Parties will not, and will not permit others to: (a) rent, lease, sublicense or otherwise use or exploit the Services, Client Software, Documentation or Deliverables for hosting as an application service provider; (b) transfer, export or use the Services, Client Software, Documentation or Deliverables outside of the fifty (50) states of the United States and the District of Columbia; (c) use the Services, Client Software, Documentation or Deliverables except as specified in the Order Document; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software component of the Services, Client Software, Documentation or Deliverables, except to the extent permitted by Applicable Law after Customer has disclosed its intended activities in writing to Eolas; (e) remove, obscure or otherwise alter any copyright, trademark or other intellectual property or proprietary rights notices on, contained in, or affixed to the Services, Client Software, Documentation or Deliverables; (f) infringe or misappropriate Eolas’s or its licensors’ Intellectual Property; (g) copy, reproduce, modify, create derivative works of, frame, or mirror the Services, Client Software, Deliverables, or Documentation, except as expressly permitted under this Agreement; (i) access the Services for the purpose of building, developing, training, or improving a product or service that is competitive with the Services, or copying any features, functions, user interface, or graphics of the Services; (h) use the Services to transmit spam or other unsolicited messages, or to store or transmit infringing, libelous, unlawful, tortious material, or material in violation of third-party privacy or publicity rights; or (i) introduce viruses, worms, Trojan horses, or other harmful code into the Services, or interfere with or disrupt the integrity or performance of the Services or the data contained therein. To the extent that Customer permits any third-party to access or use Client Software or Deliverables in accordance with (b) in the foregoing, Client acknowledges and agrees that Customer (i) shall ensure that such Users comply with the terms of this Agreement and (ii) is liable for all acts and omissions of such Users.
3.4 License Termination. Eolas may terminate a License by written notice immediately if Customer or any Site breaches the provisions of Sections 3.2 or 3.3. Upon termination, Customer must immediately terminate use of all Services, Client Software, Documentation and Deliverables, and, upon Eolas’s request provide written certification of the same.
3.5 Support. Provided that Customer complies with its obligations under the Support Policies, Eolas will provide online and telephone support service for the Subscription Service during the Subscription Term in accordance with the Support Policies.
3.6 Responsibility for Results. Customer is solely responsible for results obtained from the use of the Subscription Service and for conclusions drawn from such use.
3.7 No Emergency Services. Eolas provides TECHNOLOGY to assist with risk management AND/OR incident detection. Eolas does not provide direct emergency response services or contact emergency authorities on behalf of Customer. EOLAS makes no representation or warranty that its TECHNOLOGY OR SERVICES will contact, reach, or successfully communicate with any emergency service provider or public safety authority. Customer acknowledges and agrees that it is solely responsible for contacting appropriate emergency services in the event of an actual or suspected emergency. EOLAS does not guarantee that emergency services will be available, responsive, or capable of resolving any incident, even if notified. Any pilot or optional feature that attempts to contact authorities remains non‑guaranteed, provided at Customer’s direction, and subject to these disclaimers.
3.8 Non-Eolas Offerings. Customer acknowledges that the Service may incorporate or rely on data, information, content, or services provided by third parties or otherwise not provided by Eolas, including but not limited to property attribute data, weather, crime, insurance, and other external data sources. Eolas does not warrant or guarantee the accuracy, completeness, or timeliness of any such data, information, content, or services not provided by Eolas, and shall have no liability for any errors, omissions, or delays in such data or services, or for any actions taken or not taken by Customer in reliance on them.
3.9 Third Party Access. Customer may allow Permitted Third Parties to access and use the Services, Client Software, Deliverables, and Documentation solely for Customer’s internal business purposes and solely in accordance with this Agreement, including any applicable use restrictions and role-based permissions configured by Customer. Customer shall ensure that all Permitted Third Parties comply with this Agreement and any applicable use guidelines provided by Eolas, and Customer shall remain fully responsible for all acts and omissions of Permitted Third Parties as if they were Customer’s own acts or omissions, including any that would constitute a breach of this Agreement or misuse of the Services. Permitted Third Parties shall not: (a) be granted access to the Services if they are direct competitors of Eolas; (b) access the Services to build, train, or improve a product or service that competes with the Services; or (c) share, reuse, sublicense, or otherwise transfer login credentials or access rights. Eolas may monitor access by Permitted Third Parties and may suspend or revoke such access in its reasonable discretion to protect the security or integrity of the Services, data, or user environment.
4.1 Professional Services. Customer may order Professional Services as needed to implement or configure the Subscription Service subject to an Order Document that describes the Professional Services. This Agreement governs all Professional Services Order Documents until Professional Services are terminated or completed. Professional Services may be provided by Eolas or its subcontractor.
4.2 Professional Services Warranty
4.2.1 Services. Eolas warrants that Professional Services will conform to the Service Warranty. If Customer reasonably believes that Eolas has failed to comply with the Service Warranty, Customer must provide a written Service Warranty claim to Eolas within 30 days after the date Eolas performs Professional Services. If the Professional Services fail to comply with the Service Warranty, Eolas, at its option, will re-perform Professional Services that do not comply with the Service Warranty at no additional charge, or if not practical and solely at Eolas’s option, refund the part of the Professional Services Fee, if paid, for the Professional Services that do not comply with the Service Warranty.
4.2.2 Disclaimer. The Service Warranty does not cover problems, errors or other issues caused by (i) abuse, misuse, alteration, neglect, accident, unauthorized use, or acts or omissions of any party other than Eolas; (ii) Customer’s or a Site’s hardware, software, networks, or systems not provided by Eolas; or (iii) Customer or a Site not using Subscription Service, the Client Software or Deliverables, according to the Documentation and published specifications. THIS SECTION 4.2 DESCRIBES EOLAS’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR A CLAIM RELATING TO THE PROFESSIONAL SERVICES. EOLAS, ITS AFFILIATES AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR PROFESSIONAL SERVICES, THEIR USE, SUFFICIENCY, OR ACCURACY, INCLUDING (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR, NON-INFRINGEMENT; OR (b) THAT PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
5.1 Overview. Customer is entering into this Agreement for the benefit of itself and for use by the Sites and their Users. Unless otherwise expressly stated herein, Customer shall be responsible for the Site(s)’ compliance with the terms of this Agreement, and any terms herein governing use and access of the Services by Customer shall also apply to each Site’s access and use. Notwithstanding the foregoing, to the extent set forth in the applicable Order Document, each Site shall be responsible for the payment of fees applicable to such Site as contemplated in the Order Document and Section 8.
5.2 Customer Obligations. Customer shall: (a) be responsible for Users' compliance with the Agreement and Eolas’s Terms of Service and all activity with the Services through User accounts and for the manner in which it, its Users, and its customers’ and end users use the Subscription Service, including the policies and procedures Customer establishes to protect the security of its data, computer network and other facilities, its online content, and its choice of equipment and software; (b) use the Subscription Service according to the Documentation; (c) be responsible for the accuracy, quality, legality, integrity, ownership, protection, adequate storage and manner of acquiring Customer Data; (d) comply with all Applicable Laws and regulations in accessing and using the Subscription Service and providing Customer Data to the Subscription Service, including those related to data privacy, telecommunications, transmission of technical or personally identifiable information, and spam; (e) notify Eolas immediately of any unauthorized access or use or any other known or suspected breach of security relating to Customer’s use of the Services and use best efforts to immediately stop any violation of law or the Agreement or unauthorized access to the Subscription Service that is known or suspected by Customer; (f) be responsible for custody and use of Subscription Service login credentials; and (g) comply with Eolas’s Terms of Service.
5.3 Suspension of Subscription without Notice. Eolas may suspend the Subscription Service without notice if it believes that any use of the Subscription Service violates Section 3.3 or this Section 5
6.1 License. Customer grants Eolas, its licensors and subcontractors a non-exclusive license to use, copy, store, transmit and display Customer Data (i) as necessary to provide and maintain the Subscription Service, including improving, modifying, monitoring and upgrading the Subscription Service; (ii) as required by law; and (iii) to make disclosures to Eolas's licensors as required for royalty reporting. Eolas must anonymize the Customer Data when used for purposes other than to provide the Subscription Service directly to the Customer and Sites. Customer represents and warrants that Customer Data provided to Eolas will not violate any third-party's rights or any law, and that Customer has the right to grant the foregoing rights to Eolas and to make the Customer Data available to Eolas, including on behalf of Sites. Additionally, Customer acknowledges and agrees that the Subscription Services may enable Eolas to pull or otherwise receive Customer Data from third parties, and Customer hereby authorizes Eolas to collect, retain and use such Customer Data as contemplated herein.
6.2 Storage and Security. Eolas is responsible for storage and backup of Customer Data for the data retention period offered to, and specified by, the Customer using the settings within the Services, unless Customer specifies and subscribes to an alternative storage and backup plan detailed in Addendum A. Customer is solely responsible for (i) archival of critical Customer Data, (ii) determining applicable data retention requirements and (iii) for retaining, archiving, and storing any Customer Data beyond the retention period described above. Eolas is not responsible or liable for (i) Customer’s failure to store Customer Data, (ii) deletion, correction, destruction, damage to or loss of Customer Data due to actions of Users, or (iii) the security or handling of Customer Data by Users. During the Term, Customer may export Customer Data, using the tools made available by Eolas or via a one-time export upon written request. Customer acknowledges and agrees that any such export shall be for lawful purposes only, and that Eolas shall have no responsibility or liability for any use, disclosure, or processing of Customer Data by Customer or any third party following such export. Eolas will have no obligation to retain Customer Data after the applicable retention period and may permanently delete such data in accordance with its standard data deletion schedules. For the avoidance of doubt, and notwithstanding the foregoing, Eolas may aggregate, deidentify, or anonymize Customer Data, such that it no longer meets the definition of Customer Data or otherwise no longer constitutes personally identifiable information (to the extent applicable), and may use such aggregated, deidentified, or anonymized data (including associated metadata) for its own business purposes, including product development, analytics, benchmarking, and research and development; provided that, Eolas will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data.
6.3 Compliance with Applicable Privacy Laws. Customer and Eolas shall comply with their respective obligations under Applicable Laws relating to privacy and data protection in connection with their performance under this Agreement, including laws governing the collection, use, disclosure, transfer, storage, and protection of personal data.
6.4 Data Security
6.4.1 Eolas Security Overview. Eolas shall provide the Services in accordance with the terms and conditions regarding data security set forth herein. Eolas shall also reasonably cooperate with Customer to comply with any requests or instructions issued by any governmental or regulatory authority in respect of any Protected Data.
6.4.2 Security Measures. Eolas will establish and maintain appropriate electronic, physical and organizational security procedures, measures and controls designed to guard against the destruction, loss, unauthorized access or disclosure, usage or alteration of Protected Data in the possession of Eolas, that are no less rigorous than those maintained by Eolas for its own information of a similar nature. Eolas shall use commercially reasonable efforts designed to ensure that Protected Data will be accessible by only the individuals involved in the provision, development, production and support of the Services (which, for the avoidance of doubt, may include service providers and subprocessors engaged by Eolas for purposes of performing the Services), and any inadvertent disclosure or discovered potential risk of unauthorized access will be communicated promptly to Customer to the extent permitted by law. Protected Data will not be used for any purpose outside of the scope of this Agreement.
6.4.3 Security Breaches. Upon discovery, Eolas agrees to promptly notify Customer of Breach. Unless Eolas has used secure communication channels, such notification shall not contain any Protected Data. Notwithstanding the foregoing, Eolas may delay notification of a Breach if a law enforcement agency determines that such notification will impede a criminal investigation; such notification will then occur promptly after the law enforcement agency determines that it will not compromise the investigation. Neither party may delay or interfere with any required notification of clients, consumers, regulatory agencies, or law enforcement of such a discovered or suspected incident, except as explicitly requested by involved law enforcement agencies. Notification shall include the nature of the information lost or disclosed, how the loss or disclosure happened, the identity of all customers or consumers potentially affected, the status of any internal or regulatory or law enforcement investigation, and any actions taken or required by either party to stop or limit any significant harm or inconvenience to the Customer or any affected customers or consumers. Each party shall remain responsible for notification of its own customers, regulators, and law enforcement agencies of any such discovered or suspected Breaches required by laws applicable to such party and this Agreement.
6.5 Sensors; Customer Notices and Consents; Data Capture. Certain Services may include, or interface with, Sensors. Customer is solely and exclusively responsible for ensuring that all required notices, consents, disclosures, or other authorizations have been provided to, and validly obtained from, all tenants (including minors via their legal guardians), residents, occupants, visitors, personnel, and other individuals present at each Site and any other related managed property, as necessary to permit the placement and operation of Sensors and the collection, monitoring, transmission, storage, and processing of any data (including any personally identifiable information) captured by such Sensors. Without limiting the foregoing, Customer is solely responsible for and shall ensure: (a) compliance with all Applicable Laws governing audio and/or video capture, recording, monitoring, or disclosure (including any one‑party or two‑party consent requirements, eavesdropping and wiretapping restrictions, and housing, surveillance, or consumer protection rules); (b) conspicuous and legally sufficient notices and signage are provided and that all required consents for Sensor placement and operation are obtained, including in tenant‑occupied or resident‑accessed areas; and (c) Sensors are not deployed in locations where recording is prohibited by law or where a reasonable expectation of privacy exists. Customer further represents, warrants, and covenants that it has validly obtained, or will validly obtain, all rights, consents, and legal authority necessary to permit Eolas to perform the Subscription Services without violating any rights of individuals or any Applicable Laws. Eolas shall have no liability arising from Customer’s failure to satisfy the foregoing obligations and, in addition to Eolas’s other rights and remedies, may in its reasonable discretion and without liability disable, suspend, or limit Sensor‑related features upon notice to Customer if Eolas determines that Customer has not satisfied such obligations. Customer shall indemnify, defend, and hold harmless Eolas from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s failure to comply with this Section 6.5. Without limiting the foregoing, Customer’s obligations in this Section 6.5 are in addition to, and not in lieu of, Customer’s indemnity obligations under Section 14.2.
6.6 AI Features. Certain features of the Subscription Service may include the use of artificial intelligence (AI), including language or speech generation tools that generate scripted content (e.g., audio prompts or alert messages) in response to inputs. Customer acknowledges and agrees that when such features are used by Customer, Customer Data submitted for content generation may be transmitted to third-party AI service providers for the purpose of generating such content. Such transmission occurs at the direction of Customer, and Eolas does not further process such generated content except to perform its obligations and exercise its rights under this Agreement. Customer acknowledges and agrees that it remains solely responsible for reviewing, validating, and determining the appropriate use of any AI outputs and for all decisions or actions taken in reliance on such outputs. Customer represents and warrants that it will not submit, and will not permit its Users to submit, personal identifiable information or other data subject to heightened legal protection to third-party AI services through the Subscription Service.
6.7 Hardware. Certain subscriptions may include Hardware provided by Eolas for use in connection with the Services, which may be subject to additional setup fees, as further set forth in the applicable Order Document(s). Customer acknowledges and agrees that: (a) the Hardware is provided solely for use at the applicable Site(s) and solely in connection with the Services; (b) the Hardware may not be modified, reverse-engineered, tampered with, or used with any software or system other than Eolas’s Services; and (c) the Hardware requires an active and reliable internet connection to access Eolas’s platform and to verify the existence of a valid subscription for the applicable Site and Hardware. Customer further acknowledges that the Hardware may cease to function properly if: (i) it is unable to connect to the Internet and access the Eolas’s platform for license verification, or (ii) the Subscription Term for the applicable Site or for such Hardware expires or is terminated. Upon expiration or termination of the applicable Subscription Term, or upon request by Eolas following deactivation of the Hardware, Customer will promptly return such Hardware to Eolas in accordance with Eolas’s then-current return instructions, unless otherwise agreed in writing. Except where expressly set forth in an Order Document, Eolas is not responsible for the procurement, installation, configuration, or maintenance of any third‑party hardware (including cameras or sensors) and disclaims all liability arising from third‑party hardware or its deployment.
6.8 Public Data
6.8.1 License; Retention. Subject to the terms herein, during the Subscription Term Eolas grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use Public Data solely in connection with Customer’s permitted use of the Services. Customer acknowledges and agrees that Public Data is not Customer Data. Eolas retains all right, title, and interest in and to Public Data (including any corrections, updates, annotations, or other modifications to Public Data contributed or facilitated by Customer, its Users or any other third parties). Upon termination or expiration of the Agreement, Eolas may retain and use Public Data (including such corrections, updates, annotations, or other modifications) for any lawful business purpose. Notwithstanding the foregoing, upon written request delivered at or prior to termination of Services at a Site, Customer may require Eolas, at no additional charge, to refrain from retaining and to delete Customer‑contributed corrections, updates, annotations, or other modifications that constitute Public Data solely by virtue of being readily observable or publicly available from open sources and that do not originate from, or derive from, a governmental authority; provided that this opt‑out shall not apply to any Public Data that (a) originates from, or is derived from, a governmental authority (whether obtained directly or indirectly), or (b) is independently obtained or derived by Eolas. Eolas shall have no obligation to track or delete Public Data that has been aggregated or anonymized in a manner that it cannot reasonably be segregated without disproportionate burden. Except as expressly permitted in this Section or in a successor agreement, Customer’s license to Public Data pertaining to a Site terminates upon termination of the Services with respect to a Site, and Customer shall not retain or use Public Data thereafter.
6.8.2 Successor Transition. At Customer’s direction given before termination of Services at a Site, Eolas will use commercially reasonable efforts to furnish to Customer or its designated successor owner or manager of a Site an export of (a) Customer Data associated with such Site and (b) such Public Data associated with such Site as is reasonably necessary for continuity of the Services at such Site; provided that Customer’s and successor’s posttermination rights to use Public Data shall be limited to the scope of any thencurrent subscription or any successor agreement directly with Eolas. Eolas may condition delivery on reasonable verification of successor authority and may exclude any data the disclosure of which would violate Applicable Law, thirdparty rights, or Eolas’s confidentiality obligations.
7.1 Training Services. Initial training and ongoing scheduled training via a web meeting service is available for no charge. Additional Training Services, including in-person training, are available for Customer or Site purchase. All course materials are the property of Eolas.
8.1 Currency. Customer or Site, as applicable, will pay Fees in U.S. dollars.
8.2 Subscription Fee and Payment. Fees for Subscription Service are due for the Subscription Term according to each Order Document, due and payable within thirty (30) days from invoice date unless otherwise specified in an Order Document. Subscription Fees are non-refundable, and the payment obligation is not cancelable. Invoicing for Subscription Fees will commence once a Site transitions to an Active Status. Acceptable payment methods include check, ACH and credit card. If credit card payment is selected or if use of third-party procurement platform is required, processing fees will be added to the Subscription Fee equal to the processing fees charged to Eolas by a credit card processor or third-party procurement platform. Eolas and its third-party service provider providing payment processing services may store your payment information. If the payment method Customer or an applicable Site supplies Eolas reaches its expiration date and Customer does not edit or update the applicable information, Eolas is authorized to continue billing that payment method and Customer or the applicable Site remains responsible for any uncollected amounts.
8.2.1 Other Fees. Setup Fee includes standard configuration, initial and ongoing training via online service, and customization. Other customizations available for an additional fee.
8.3 Professional Services Fees. Eolas will invoice Professional Service fees as Professional Services are performed unless otherwise specified in an Order Document. Invoices are due and payable thirty (30) days from invoice date. Customer or respective Site, as applicable, will pay all Professional Service fees and expenses incurred through the termination date of any Professional Services engagement.
8.4 Training Services Fees. Customer or Site(s) must execute an Order Document for additional Training Services (as described in Section 7).
8.5 Overdue Payments; Disputed Invoices. At Eolas’s discretion, a late fee may be assessed by Eolas at the highest rate allowed by law, up to 1.5% per month, on any overdue payment, unless Customer or the applicable Site provides written notice to Eolas of its good faith dispute before the invoice payment date and Eolas resolves the dispute in writing. Eolas is entitled to recover all reasonable costs and expenses for collection of overdue payments, including legal fees, from Customer or the applicable Site until all invoices including late fees, have been paid in full. Customer or the applicable Site must notify Eolas in writing of any disputed invoice before the invoice payment date or its right to dispute the invoice will be deemed waived. Eolas reserves the right to suspend the Subscription Service if Customer or an applicable Site is more than sixty (30) days delinquent in payment of all fees owed pursuant to this Agreement. Fees and expenses due to Eolas under this Agreement may not be withheld or offset against other amounts for any reason.
8.6 Additional Credit Requirements. Eolas may review Customer's or Site’s, as applicable, financial condition, payment and credit history and notify Customer or Site of any additional payment or credit requirements.
8.7 Taxes. Customer or Site(s), as applicable, will pay all sales, use and other taxes imposed upon the purchase, sale, license or use of the Subscription Service, except taxes on Eolas's net income. Fees payable by Customer or Site will not be reduced by any tax withholding, and Customer or Site will pay invoice fees grossed up for withholding, or Customer will provide a tax exemption certificate or tax payment receipt prior to Eolas's delivery of the Subscription Service. If Eolas has the legal obligation to pay or collect Taxes for which the Customer or a Site is responsible, Eolas will invoice Customer or the Site, as applicable, for such amounts.
9.1 Subscription Term. Subscription Service is available for a thirty (30) day Subscription Term, unless a longer Subscription Term is specified in the Order Document. The Subscription Term will renew automatically for subsequent terms equal to the original Subscription Term for the current Subscription Service, if applicable, at the then current rates unless either party provides written notice of termination at least thirty (30) days prior to the end of the current Subscription Term.
9.2 Suspension or Termination. Either party may terminate the Agreement if the other party fails to perform or comply with any of its material obligations, including timely payment, and such breach, to the extent capable of being cured, is not cured within thirty (30) days of receipt of written notice of such failure by the other party. Eolas also may suspend or terminate Subscription Service and/or the Agreement upon written notice if Eolas has a good faith belief that: (i) Customer or a Site is using Subscription Service for illegal purposes, (ii) the integrity or security of Subscription Service is threatened, (iii) such action is necessary to protect against fraud or harm to Eolas, or (iv) Eolas is required by law to do so.
9.3 Effect of Termination. Upon termination of the Agreement or Subscription Service, (i) the Subscription will immediately cease, (ii) Customer and Sites will cease using the Subscription Service and, at Eolas's direction, return or destroy any Eolas materials, Client Software, Eolas Confidential Information and Documentation in its possession or control, including all copies and duplicates in any form, (iii) Customer will certify in writing that all materials required to be delivered or destroyed have been so delivered or destroyed, and (iv) Customer or Site will immediately pay Eolas all fees due for the remainder of the Subscription Term and any other fees accrued as of the termination date. Termination of the Agreement or Subscription Service is without prejudice to any rights of either party against the other, including injunctive relief, and termination will not relieve either party of any of its obligations to the other existing at the time of termination, including the obligation to pay all charges that accrued prior to termination.
9.4 Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 6 (Customer Data; Technologies), 10 (Disclaimer), 11 (Intellectual Property Ownership), 12 (Confidentiality), 13 (Limitation of Liability), 14 (Indemnification), 17 (Injunctive Relief), 18.4 (Governing Law; Venue), 18.5 (Compliance with Laws; Export), 18.7 (Notice), and any other provisions which by their nature are intended to survive termination or expiration of this Agreement, including all payment obligations accrued prior to termination.
10.1 General Disclaimer. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THE APPLICABLE SPECIFIC SUBSCRIPTION SERVICE TERMS, SUBSCRIPTION SERVICE, CLIENT SOFTWARE, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY SET FORTH HEREIN, EOLAS, AND ITS AFFILIATES, HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR SUBSCRIPTION SERVICE, CLIENT SOFTWARE, AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES RELATING TO TITLE, QUIET ENJOYMENT, SECURITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, USE, SUFFICIENCY, OR ACCURACY, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE OPERATION OR USE OF THE SUBSCRIPTION SERVICE, CLIENT SOFTWARE OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT CUSTOMER'S, ANY THIRD PARTY’S OR A SITE’S SYSTEMS, NETWORK OR EQUIPMENT WILL BE COMPATIBLE OR OPERATE WITH THE SUBSCRIPTION SERVICE, CLIENT SOFTWARE OR DELIVERABLES. THE SUBSCRIPTION SERVICE, CLIENT SOFTWARE AND DELIVERABLES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EOLAS AND ITS AFFILIATES IS NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY FOR, ANY DELAYS, FAILURES, DATA LOSS OR CORRUPTION, SECURITY BREACHES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR FROM CUSTOMER’S SYSTEMS OR THIRD-PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EOLAS, ITS AFFILIATES, OR THEIR REPRESENTATIVES WILL CREATE ANY WARRANTY.
10.2 Critical Uses. Customer acknowledges and agrees that the Subscription Service is not designed, intended, authorized or warranted to be suitable for use for or hosting of life-supporting uses or applications or other critical uses or applications where the failure or potential failure of the Subscription Service may cause injury, harm, death, or other grave problems, including delays in getting medical care or other emergency services (e.g., calls to 911). Customer acknowledges and agrees that use of the Subscription Service to support such uses or applications is solely at the Customer’s risk and that Eolas will have no liability arising out of any such use. Notwithstanding the foregoing, any optional feature by which the Subscription Service or Eolas attempts to contact authorities (such as law enforcement, fire, or emergency medical personnel) may be made available Eolas as part of the Subscription Service, which may be enabled at Customer’s request and direction. In such a case, such functionality remains non‑guaranteed, is not a substitute for directly contacting emergency services, and remains subject to these disclaimers.
10.3 Sole Liability/Exclusive Remedy. Eolas's sole liability and Customer’s exclusive remedy for any claim for Subscription Service, Client Software, or Deliverables, warranty or otherwise, is to terminate in writing the Subscription Service that gave rise to the claim and receive a refund of the Subscription fee for that Subscription Service for the remainder of the Subscription Term.
11.1 Intellectual Property Ownership. Eolas, its Affiliates or licensors own and retain all right, title and interest to and in all Intellectual Property in all Services, Subscription Service, Professional Services, Documentation, Client Software, Deliverables, developments, research data, designs, layout, processes, formulae, mask works, documents, drawings, specifications, and other Eolas information, proprietary materials, software, products and all derivative works. To the extent that any right, title or interest in or to any of Eolas’s or it’s licensors’ Intellectual Property does not automatically vest in Eolas, or its Affiliates by operation of law, Customer hereby irrevocably transfers, assigns and conveys all right, title, and interest in such Intellectual Property to Eolas, or its Affiliates or licensors, as applicable. At Eolas’s request and expense Customer will promptly take any action and execute any documents necessary to vest full title in Eolas, its Affiliates or its licensor, in accordance with the foregoing assignment. Eolas reserves the right to enforce its rights and remedies to protect its Intellectual Property. Customer retains all right, title, and interest in and to all Intellectual Property in any pre-existing or other Customer materials, including but not limited to reports, statistics, Confidential Information, and Customer Data.
11.2 Feedback. Customer may, but is not required to, provide Feedback. Customer grants Eolas a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license (with the right to sublicense) to use, disclose, reproduce, license, distribute and otherwise exploit any Feedback on a non-confidential basis and without restriction or any obligation to Customer.
12.1 Confidential Information. Whether or not disclosed orally or marked as confidential, Confidential Information includes, without limitation: pricing set out in Order Documents, Subscription Services, Client Software, and Deliverables; either party’s non-public data or personally identifiable information regarding employees or customers residing on the party’s computer systems; Intellectual Property; Customer’s or a Site’s business information relating to its finances, products, services, marketing plans, vendors, suppliers, business partners, systems and technology; and Eolas’s proposals, specifications, manuals, product roadmaps, financial data, pricing, and results of benchmark tests. Confidential Information does not include information that is (i) publicly available without breach of the Agreement; (ii) reasonably shown to Disclosing Party’s satisfaction to have been known by Receiving Party prior to disclosure or independently developed by Receiving Party subsequent to disclosure without breach of these terms; or (iii) obtained by Receiving Party from a third-party without confidentiality obligation. Applications are not deemed to be placed in the public domain by Eolas. Receiving Party will promptly notify Disclosing Party if it is compelled by a court to disclose Confidential Information and will take any reasonable action requested to maintain the confidentiality of the Confidential Information.
12.2 Non-disclosure. Receiving Party will use disclosing party's Confidential Information solely to exercise and perform its rights and obligations under the Agreement. Receiving Party will take all reasonable steps to safeguard Disclosing Party's Confidential Information, including no less than the steps taken to protect its own Confidential Information. Receiving Party must not disclose Disclosing Party's Confidential Information except (i) to its employees, Affiliates and contractors bound by written confidentiality obligations or (ii) as required to comply with Applicable Law, regulation, legal process, or the rules of any securities exchange to which the Receiving Party is subject; provided that, to the extent legally permitted, the Receiving Party will give Disclosing Party prompt written notice of such required disclosure and reasonably cooperate, at Disclosing Party’s expense, in any lawful efforts to seek a protective order or otherwise limit the scope of such disclosure. Receiving Party must promptly notify Disclosing Party in writing of unauthorized use or disclosure of Confidential Information. Receiving Party, at its expense, must take commercially reasonable action to prevent further unauthorized use or disclosure.
13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, OR ITS AFFILIATES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR (i) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, (ii) ANY LOSS OF BUSINESS, INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, PROFITS, OR REVENUE, OR (iii) DAMAGES ARISING FROM THE FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, IN EACH CASE WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 EXCEPT FOR A CLAIM FOR INFRINGEMENT UNDER SECTION 14 OR INJUNCTIVE RELIEF UNDER SECTION 17, DEATH OR BODILY INJURY CLAIMS, WILLFUL MISCONDUCT, FRAUD, OR CUSTOMER’S FAILURE TO COMPLY WITH THE LICENSE OR PAYMENT TERMS, NEITHER PARTY, ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY DIRECT DAMAGES THAT EXCEED THE AMOUNT CUSTOMER PAID IN THE PRECEDING 12 MONTHS FOR THE SUBSCRIPTION SERVICE THAT GAVE RISE TO THE CLAIM.
13.3 THE LIMITATIONS IN THIS SECTION 13 WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT, MISREPRESENTATION, NEGLIGENCE, THE USE OR PERFORMANCE OF THE SUBSCRIPTION SERVICE, THE CLIENT SOFTWARE, THE DELIVERABLES, PROFESSIONAL SERVICES, OR TRAINING SERVICES OR OTHERWISE. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM BROUGHT BY THE OTHER PARTY MORE THAN 12 MONTHS AFTER THE OTHER PARTY BECAME AWARE OF THE ISSUE GIVING RISE TO THE CLAIM. NEITHER PARTY’S FAILURE TO EXERCISE A RIGHT OR REMEDY IS A WAIVER.
14.1 By Eolas.
14.1.1 Eolas will defend, at its expense, any Claim against Customer to the extent that the Subscription Service as provided by Eolas to Customer directly infringes a U.S. patent or copyright. Eolas will indemnify Customer for any judgment finally awarded against Customer or settlement agreed by Eolas for such Claim to the extent of the Subscription Service’s infringement, provided (i) Customer notifies Eolas promptly in writing of the Claim, (ii) Eolas has sole control over the defense or settlement, and (iii) Customer reasonably cooperates with Eolas, including providing all documents and information in Customer’s possession relevant to the Claim and making personnel available to testify or consult with Eolas. Notwithstanding the foregoing, Eolas’s indemnification obligation shall not exceed the limits of available insurance.
14.1.2 If the Subscription Service becomes, or in Eolas’s opinion is likely to become, subject to a Claim, Eolas may, at its option and expense, (i) acquire the right for Customer to continue using the Subscription Service, (ii) replace or modify the Subscription Service or create a workaround so that the Subscription Service is functionally equivalent and non-infringing, or (iii) terminate the Subscription Service and give Customer or applicable Sites a pro-rata refund of any prepaid Subscription fees for the remainder of the then current Subscription Term. THIS SECTION 14 SETS OUT EOLAS’S SOLE OBLIGATIONS AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION CLAIMS.
14.1.3 Eolas is not obligated or liable for a Claim to the extent arising out of or relating to (i) use of the Subscription Service not according to the Agreement and Documentation, (ii) modification of the Subscription Service made by Eolas for non-standard features or functionality for Customer or a Site or according to Customer’s or a Site’s directions, (iii) any products, equipment, software, services, or data not supplied by Eolas or use of the Subscription Service combined with any other products, equipment, software, or data not supplied by Eolas if infringement would not occur without the combination, (iv) Customer’s designs, instructions, plans or specifications, or (v) use of any version of the Subscription Service other than the most current release made available by Eolas, if the Claim would have been avoided by use of such release.
14.2 By Customer. Customer will defend and indemnify Eolas and Affiliates against any third-party claim based on (i) Customer’s, its customers’ or other Users’ use of the Subscription Service, Client Software or Deliverables in violation of law or in a manner that infringes or misappropriates third-party intellectual property rights (other than to the extent such claim arises solely from the Subscription Service, Client Software or Deliverables as provided by Eolas and as used in conformance with this Agreement); (ii) Customer’s, Sites, or their Affiliates’ or contractors’ failure to comply with the confidentiality terms or any License terms of the Agreement, (iii) any claim relating to Customer Data, including Personal Data, provided, input, transmitted, or made available by or on behalf of Customer, its Affiliates, contractors, Users, or Sites, except to the extent such claim arises from Eolas’s failure to comply with its express data security or privacy obligations under this Agreement, (iv) any claim that the processing, storage, or use of Customer Data (including Personal Data) in connection with the Subscription Service violates, misappropriates, or otherwise infringes the rights of any Person or violates Applicable Law; or (v) Customer’s or a Site’s gross negligence, willful misconduct, or violation of Eolas’s Terms of Use, provided that: (1) Eolas notifies Customer promptly of the claim once Eolas has actual knowledge of same; (2) Customer has sole control of the defense and all related settlement negotiations; and (3) Eolas provides Customer, at Customer’s or Site’s expense, with the assistance, information, and authority reasonably necessary to perform the above.
14.3 Assumption of Defense. If the indemnifying party fails to defend or settle a claim according to this Section 14 in a timely manner, the indemnified party may assume defense of the claim at the indemnifying party’s expense, and the indemnifying party will reasonably cooperate. Neither party may make an admission of fault on behalf of the other party without written consent.
15.1 While this Agreement is in effect, Eolas shall, at its sole cost and expense, maintain the insurance coverage described in this Section 15 and comply with all general insurance requirements. Eolas shall provide Customer with at least thirty (30) days’ prior written notice of any cancellation or non-renewal of such policies.
Eolas shall maintain: (a) commercial general liability insurance with limits of not less than $2,000,000 per occurrence for liability, personal and advertising injury, $4,000,000 for products-completed operations, and a policy aggregate of not less than $5,000,000; (b) professional liability (errors and omissions) insurance with limits of not less than $2,000,000 per claim, including expenses, and a policy aggregate of $2,000,000; (c) cyber liability insurance with limits of not less than $2,000,000 per claim for network security and privacy liability, not less than $1,000,000 for security event costs and special expenses (including customer notifications and public relations), not less than $1,000,000 for cyber extortion, and a policy aggregate of not less than $5,000,000; (d) employer’s liability insurance in an amount of $1,000,000 per occurrence and not less than applicable statutory minimums; and (e) workers’ compensation insurance in an amount of $2,000,000 per occurrence or as required by law.
16.1 Dispute Resolution. The parties will attempt in good faith to resolve any controversy or claim promptly through business discussions, and will, upon written request, escalate a dispute to executive management for resolution. If the parties fail to resolve the dispute within thirty (30) days of written request, or any longer period agreed to in writing, the parties may pursue the remedies to which they are entitled. This Section will not restrict either party’s right to seek injunctive relief.
17.1 Injunctive Relief. Either party’s failure to comply with the confidentiality terms or Customer’s or a Site’s failure to comply with the License would result in irreparable harm to the other party that may be intangible but real and is incapable of complete remedy by award of damages. In addition to other relief granted, (a) either party has the right to an injunction or other court order and may proceed directly to court to specifically enforce the other party’s compliance with the License or confidentiality terms, (b) no finding of irreparable harm or other condition to injunctive relief is required, and (c) an order may be entered to compel the breaching party to act or refrain from acting or threatening action.
18.1 Agreement. The Agreement and Order Documents are the entire agreement governing Customer’s purchase of Subscription Service and supersede any other proposal, understanding, agreement, negotiations and representations, oral or written. Each Order Document is a separate contract incorporating the Agreement. Any terms in an Order Document that are inconsistent with the Agreement will control for that Order Document only, provided that Sections 1, 9 through 16, and 17 may not be changed by an Order Document and can only be modified by a written amendment signed by both parties. Any inconsistent or additional terms of Customer’s or a Site’s purchase order are excluded regardless of Eolas accepting the purchase order for payment purposes. If there is a conflict between these Subscription Service terms and any attached terms for a specific Subscription Service, the attached terms will control with respect to that Subscription Service only. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Order Document (including any expressly referenced and incorporated therein), this Agreement, the Terms of Service, and the Privacy Policy. If any term of this Agreement is held to be illegal, invalid, or unenforceable, the remaining terms will remain in full force and effect. If applicable, by executing this Agreement, Eolas and Customer shall be deemed to have executed the applicable Order Documents for each of the Sites listed in Schedule B to this Agreement (each of which shall therefore be deemed Sites in accordance with the definition thereof), and the Services for the Sites shall be governed by the terms and conditions contained in the applicable Order Documents. Additional forms may be set forth in and incorporated into the Order Documents, but forms such are only binding to the extent expressly referenced in an executed Order Document or written amendment.
18.2 Assignment. Customer may not assign the Agreement or any of its obligations, rights or remedies, in whole or in part, without Eolas’s written approval, except Customer may by written notice assign the Agreement in its entirety to a corporate entity resulting from Customer’s merger, consolidation, or the sale of substantially all of Customer’s assets, if the entity (i) is located within the fifty (50) states of the United States and the District of Columbia, (ii) is not Eolas’s competitor, (iii) legally assumes the Agreement and Customer’s obligations thereunder, and (iv) has credit approved by Eolas in advance.
18.3 Force Majeure. Either party’s performance failure due to a cause beyond its reasonable control and without its fault or negligence is not a breach of the Agreement, except failure to perform its payment obligations.
18.4 Governing Law; Venue. The laws of the State of Florida govern the Agreement, excluding conflict of law principles. Each party hereby irrevocably waives the right to jury trial for any legal action, suit or proceeding in law or equity arising out of this Agreement or the transactions contemplated hereby. Exclusive venue for any action arising out of or in connection with this agreement shall be in Orlando, FL. The parties each hereby consent to the jurisdiction and venue in Orlando, FL and waive any objections to such jurisdiction and venue.
18.5 Compliance with Laws; Export. Customer must comply with U.S., foreign, and international laws and regulations, including without limitation those related to data privacy, telecommunications, transmission of technical or personally identifiable information, and spam; the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, other anti-corruption laws; U.S. Export Administration and Treasury Department's Office of Foreign Assets Control regulations; and other anti-boycott and import regulations. Customer agrees not to engage in any Prohibited Uses. Customer is responsible for screening for Prohibited Uses and obtaining any required licenses, governmental approval, or other authorizations and shall indemnify Eolas for any violation by Customer or a Site of any applicable export controls, telecommunications, and economic sanctions laws and regulations. Eolas may terminate the Agreement and Licenses immediately if Eolas determines, in its sole discretion, that Customer has breached, intends to breach, or insists upon breaching any of the provisions in this Section 18.5.
18.6 No Agency. Each party is an independent contractor and may not commit the other party in any way without written authorization. The Agreement does not create an employment, joint venture, partner, or agency relationship.
18.7 Notice. Notice or approval must be in writing signed by a party’s authorized representative, sent to the address provided on the Signature Form or otherwise specified in writing by a party for notice. Notice must be sent by email to help@eolas.co, or mail or overnight courier, with return receipt, and is effective 1 business day after being sent by overnight courier or 3 business days after being sent by mail.
18.8 Delay in Performance. If Eolas’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or Sites or their agents, subcontractors, consultants or employees, Eolas shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer or Site, in each case, to the extent arising directly or indirectly from such prevention or delay, and Eolas’s obligation to perform will be extended by the same number of days as Customer’s or Site’s contingent action is delayed.
18.9 Publicity. Customer agrees that it will participate with Eolas in reasonable marketing programs to support Eolas’s communication of the benefits of the Subscription Service, including product brochures and other marketing materials to indicate that it is a Eolas customer. Such marketing programs will be mutually agreed upon, but will include, at a minimum, a press release announcing that Customer has purchased the Subscription Service. Customer also agrees to participate in a case study describing the use of the Subscription Service within its organization and to participate in or host a reasonable number of reference calls or reference visits from Eolas prospects. All material to be published featuring Customer (except for a mention of Customer in a general press release or client list) including Customer’s trademarks, service marks, logos or branding, is subject to the prior approval of Customer, such approval not to be unreasonably withheld or delayed.
18.10 No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
.svg)