The Parties agree Alliance 2020’s provision of consumer reports and/or investigative consumer reports (collectively, “Screening Reports”), as those terms are defined by the Fair Credit Reporting Act, as amended (“FCRA”), and applicable state laws, is subject to the employer certification requirements and other requirements contained in Exhibit A to this Agreement (the “Background Screening Requirements”), the terms of which are incorporated by this reference as if fully set forth herein.
1.1. “Affiliate” means any entity Controlled by, Controlling, or under common Control with a Party to this Agreement.
1.2. “Agreement” means, collectively, this Alliance 2020 Master Services Agreement, together with any exhibits, attachments, schedules, addenda, and appendices or documents attached hereto or incorporated herein, including any Order Forms, Statements of Work or amendments referencing this Agreement.
1.3. “Company Data” means any and all information, including all forms, attachments, media and files, provided, entered or uploaded to the Software Service by any User, including Company’s (or its Affiliates’) employees, agents, contractors, or third party employment candidates authorized to access the Software Services.
1.4. “Control” means either the direct or indirect control of more than 50% of the shares or other equity interests of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election or appointment of the corresponding managing authority).
1.5. “Deliverable” means the custom developed documents, designs, and other materials authored or prepared by Alliance 2020 for and provided to Company as part of a Professional Services engagement pursuant to a Statement of Work. The term “Deliverable” does not include the Software Service (including all modifications and/or enhancements to the Software Service), the Documentation, Alliance 2020’s proprietary education and training content, if any, or any pre-existing materials related to Alliance 2020’s Professional Services processes and methodology, whether or not incorporated in a Deliverable.
1.6. “Documentation” means tutorials and/or user manuals, if any, and/or technical requirements documents, if any, that are generally provided by Alliance 2020 to customers in connection with the Software Service.
1.7. “Order Form” means a mutually executed “Order Form and Pricing Schedule” that sets forth the Services to be provided under this Agreement.
1.8. “Professional Services” means implementation, configuration, or other professional services related to the Software Service that are ordered by Company pursuant to an Order Form and set forth in an applicable Statement of Work, as further described in Section 8.
1.9. “Services” means, collectively, the Software Service, Professional Services and Support Services and any other related services ordered by Company pursuant to an Order Form and/or any applicable Statement of Work.
1.10. “Software Service” means Alliance 2020’s internet-delivered software applications that are ordered by Company and reflected on an Order Form.
1.11. “Support Services” means support and maintenance services for the Software Service provided in accordance with Section 2.1.1.
1.12. “Term” means the Initial Term and any Renewal Terms (as those terms are defined in Section 3 of this Agreement).
1.13. “Users” means individuals who are authorized by Company to access the Software Service and who have been supplied user identifications and passwords by Company (or by Alliance 2020 at Company’s request). Users may include but are not limited to Company’s employees, consultants, contractors, agents, and candidates applying for employment whom Company has authorized to access the Software Service, provided in all cases that the use is solely for the benefit of Company.
2. PROVISION AND USE OF THE SOFTWARE SERVICE
2.1. Alliance 2020’s Rights and Responsibilities.
2.1.1. Provision of Software Service; Support and Availability. Subject to the terms and conditions of this Agreement, Alliance 2020 shall host and maintain the Software Service and make it available to Company throughout the Term. Alliance 2020 will provide customer support, data back-up, and disaster recovery services for the Software Service in accordance with this Agreement and Alliance 2020’s then-current policies and practices, which policies may be acquired from Alliance 2020 upon written request. Alliance 2020 reserves the right to make changes at any time to its policies, procedures and practices regarding Support Services and to make changes to its hosting and technical infrastructure, provided that such changes do not materially degrade the overall level of support provided to Alliance 2020 customers. Notwithstanding the foregoing, Alliance 2020 shall use commercially reasonable efforts to make the Software Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Alliance 2020 shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (ii) any unavailability caused by Force Majeure Events (as defined in Section 21 below).
2.1.2. Protection of Company Data. Alliance 2020 shall maintain reasonable administrative, physical, and technical safeguards for the Software Service designed to protect the security, confidentiality and integrity of Company Data. Alliance 2020 shall not knowingly (i) modify Company Data, except as instructed by Company, (ii) disclose Company Data, except as compelled by law or as necessary to provide the Services hereunder, including disclosing it to (a) Users in connection with Company’s use of the Software Service and in accordance with the license granted in Section 2.2.4 and (b) Alliance 2020’s service providers who act on Alliance 2020’s behalf in providing the Software Service, provided that Alliance 2020 will remain responsible for compliance with this Agreement by any such service providers acting on its behalf, or (iii) access Company Data, except as reasonably necessary to prevent or address service or technical problems, to respond to Company’s request in connection with customer support matters, for statistical reporting purposes, or as reasonably necessary to protect Alliance 2020, Company, Users or the data subject. Alliance 2020 may aggregate, use, distribute, and publish anonymous statistical data regarding use and functioning of the Software Service by its customers. Such aggregated statistical data will be the sole property of Alliance 2020.
2.2. Company’s Rights and Responsibilities.
2.2.1. License to Software Service. During the Term, Alliance 2020 grants to Company a limited, non-transferable, non-exclusive right to access and use the Software Service and Documentation for Company’s internal use in accordance with this Agreement. Alliance 2020 will host and retain physical control over the Software Service and make any computer programs and code available for access, use and operation by Company only through a web-browser. No provision under this Agreement shall obligate Alliance 2020 to deliver or otherwise make available any copies of computer programs or code from the Software Service to Company, whether in object code or source code form. Company may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within the Software Service or Documentation.
2.2.2. Usage Limits. The license granted in Section 2.2.1 is subject to the “employee count” and other limitations set forth in an applicable Order Form. The Software Service may not be used by or for the benefit of Company employee populations (e.g., the employee populations to which the Software Service applies or benefits) in excess of the maximum employee count. For purposes of this Section 2.2.2, an employee is any distinct individual included in the payroll system of Company. Company agrees to submit to a reasonable audit of its compliance with any such usage limits upon reasonable notice by Alliance 2020, not more than once per calendar year.
2.2.3. Responsibility for Users. Company shall: (i) be responsible for its Users’ compliance with the terms of this Agreement, and for all use of the Software Service that occurs under its Users’ accounts (and accordingly, to safeguard login credentials for the Software Service), (ii) be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Company Data and provide Alliance 2020 with all information and data that Alliance 2020 requires in order to perform the Services, (iii) promptly notify Alliance 2020 of any unauthorized access or use, and (iv) use the Software Service only in accordance with applicable laws and government regulations.
2.2.5. Screening Reports. If ordering Screening Reports from Alliance 2020, Company shall comply with the requirements set forth in Exhibit A hereto (the Background Screening Requirements).
2.2.6. Restrictions. Company shall not, and shall ensure that its Users do not: (i) use the Software Service for any purpose other than Company’s internal business purposes; (ii) allow any third party other than Users to access the Software Service, (iii) sell, resell, rent or lease the Software Service (or access to it) to any third party, (iv) use the Software Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, or otherwise use the Software Service in violation of applicable laws, (v) store or submit to the Software Service any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (collectively, “Malicious Code”), (vi) interfere with or disrupt the integrity or performance of the Software Service or third party data contained therein, (vii) attempt to gain unauthorized access to the Software Service or their related systems or networks or (viii) make derivative works of, disassemble, or attempt to reverse compile or reverse engineer any part of the Software Service or Documentation, or access the Software Service or Documentation in order to build a similar or competitive product or service (or contract with a third party to do so).
2.2.7. Safeguards. Company shall maintain records as required by law and maintain reasonable and appropriate physical, technical and administrative measures designed to protect against unauthorized access to and/or misuse of the Software Service and Confidential Information (as defined in Section 12), including, without limitation, adhering to the minimum requirements contained in Exhibit B to this Agreement (the “Access Security Requirements”).
2.2.8 Audits. Company agrees to cooperate with any reasonable audit or investigation by Alliance 2020 and/or a vendor of Alliance 2020 to assure compliance with the terms of this Agreement. Company understands that any failure to cooperate with reasonable requests regarding an audit or investigation constitutes grounds for immediate suspension of the Services and termination of this Agreement.
3. TERM AND TERMINATION.
This Agreement shall begin on the Effective Date noted in the Order Form, and, unless earlier terminated as provided herein, shall continue for a period of 12 months (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one-year periods (each a “Renewal Term”) unless one Party provides the other Party with written notice of its intent to not renew the Agreement at least ninety (90) days prior to the expiration of the then-current Term. Anything in this Agreement to the contrary notwithstanding, including but not limited to this Section 3, if the term of any Statement of Work or any Services in an Order Form extend beyond the Term of this Agreement, then this Agreement shall automatically continue in full force and effect beyond the stated Term for so long as any Statement of Work or Order Forms remain in force.
3.1. Termination. Either Party may terminate this Agreement immediately for cause upon providing written notice if (a) the other Party materially breaches this Agreement and fails to cure its breach within thirty (30) days after receiving written notice of the breach, or (b) the other Party terminates or suspends its business as a result of bankruptcy, insolvency or any similar event.
3.2. Surviving Provisions. Section 3.2 (Surviving Provisions), 3.3 (Effect of Termination), Section 3.4 (Return of Company Data), Sections 4 (Fees) and Section 5 (Invoicing and Payment) (but only with respect to amounts accrued but unpaid as of termination), Section 7 (Intellectual Property Ownership), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Confidentiality), and Sections 13-25 shall survive any termination or expiration of this Agreement.
3.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) Notwithstanding any provision of any surviving section, Company will have no further right to use the Software Service except to the extent set forth in Section 3.4 (Return of Company Data) below; (b) Company will not be entitled to any refund of fees paid, except that if Company terminates the Agreement for Alliance 2020’s uncured breach pursuant to Section 3.1 (Termination), Company will be entitled to a pro rata refund of prepaid, unused platform license fees for the Software Service specified in an Order Form; and (c) Company will promptly pay to Alliance 2020 all amounts that are accrued but unpaid under this Agreement as of the effective date of termination.
3.4. Return of Company Data. Upon written request by Company made within thirty (30) days after the effective date of termination of this Agreement, provided Company is not in default, Alliance 2020 will make available to Company for download a file of requested Company Data in comma separated value (.csv) format along with Screening Reports and attachments uploaded by Company’s Users in their native formats. After such thirty (30) day period, Alliance 2020 shall have no further obligation to provide Company with access to any Company Data, Deliverables and/or Screening Reports. Any such download will be subject to Alliance 2020’s then current Professional Services rate.
4. FEES. Company shall pay the fees set forth in any Order Form and any applicable Statement of Work, as well as any amounts otherwise agreed to by the Parties in writing. These fees may include set-up fees, annual platform license fees, transaction-based fees, and other amounts as set forth in an Order Form or Statement of Work.
5. INVOICING AND PAYMENT. Alliance 2020 will invoice Company for all Services as indicated in the Order Form and any applicable Statement of Work. Payment is due thirty (30) days after an invoice is received. If Company is approved by Alliance 2020 to pay invoices with a credit card, Company shall provide Alliance 2020 with valid and updated credit card information. Company hereby authorizes Alliance 2020 to charge such credit card for Services listed on the Order Form for the Initial Term and any Renewal Term(s).
5.1. Overdue Charges. If any charges are not received from Company by the due date, then at Alliance 2020’s sole discretion, (i) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (ii) Alliance 2020 may condition future payment terms shorter than those specified in this Section 5.
5.2. Suspension of Services and Acceleration. If any amount owing by Company under this Agreement is thirty (30) or more days overdue, Alliance 2020 may, without limiting other rights and remedies available to it, accelerate Company’s unpaid fee obligations so that all such obligations become immediately due and payable, and/or suspend Services until such amounts are paid in full. Alliance 2020 will give Company at least seven (7) business days prior notice that Company’s account is overdue, in accordance with Section 20 (Notices), before suspending Services to Company.
5.3. Taxes. Unless otherwise stated, Alliance 2020’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Company is responsible for paying all Taxes associated with its purchases hereunder. If Alliance 2020 has the legal obligation to pay or collect Taxes for which Company is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Company, unless Company provides Alliance 2020 with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Alliance 2020 is solely responsible for taxes assessable against it based on Alliance 2020’s income, property and employees.
6. SECURITY/LOAD TESTING AND USE OF ROBOTS. Company may not, without the prior written consent of Alliance 2020, (i) conduct security, integrity, penetration, vulnerability or similar testing on the Services, (ii) use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as robots) in conjunction with the Services, or (iii) attempt to access the data of another Alliance 2020 customer (whether or not for test purposes).
7. INTELLECTUAL PROPERTY OWNERSHIP. As between the parties, Company shall retain all right, title and interest to all Company Data (except for the rights expressly granted to Alliance 2020 in this Agreement). Alliance 2020 shall retain all right, title and interest in and to (i) the Software Service and all technology and software used to provide it, the Documentation and all modifications and/or enhancements to the Software Service, regardless of the source of inspiration for any such enhancement or modification and regardless of whether Company has provided input regarding such modifications and/or enhancements, (ii) proprietary education or training content, (iii) proprietary materials related to Alliance 2020’s Professional Services processes and methodology, (iv) all Deliverables, provided that no Company Confidential Information is shared or revealed by or included within the portion of any Deliverable later used by Alliance 2020, and (v) all intellectual property rights in the foregoing. Notwithstanding any other term of this Agreement, Alliance 2020 may access and use, and shall retain all right, title and interest in transactional and anonymized data based upon Company Data, so long as such data does not reveal the identity or traits of any particular individual person or of Company. Alliance 2020 reserves to itself all rights that are not expressly granted pursuant to this Agreement.
8. PROFESSIONAL SERVICES. Company shall have a non-exclusive, non-transferable, license during the Term to use the Deliverables resulting from Alliance 2020’s Professional Services solely for Company’s internal business purposes in connection with using the Software Service. Each Statement of Work during the Term is governed by the terms of this Agreement and in the event of any conflict or discrepancy between a Statement of Work and the terms of the Agreement, the Agreement shall govern except as to scope of work, fees, currency, expenses, and payment terms for the Professional Services, for which the Statement of Work will govern.
9. WARRANTIES AND DISCLAIMERS
9.1. Limited Warranty and Exclusive Remedy. Alliance 2020 represents and warrants as follows: (i) during the Term, the Software Service will perform substantially in accordance with the Documentation, if any, and (ii) Professional Services, if any, shall be provided in a professional manner consistent with industry standards. FOR ANY BREACH OF THE ABOVE WARRANTIES, COMPANY’S EXCLUSIVE REMEDY AND Alliance 2020’S ENTIRE LIABILITY SHALL BE: (i) FOR Alliance 2020 TO CORRECT THE ERRORS OR NON-COMFORITIES IN THE SOFTWARE SERVICE OR OTHER SERVICES THAT CAUSED BREACH OF THE WARRANTY, OR (WITH RESPECT TO PROFESSIONAL SERVICES) TO REPERFORM THE DEFICIENT PROFESSIONAL SERVICES; OR, (ii) IF Alliance 2020 CANNOT CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE TIMEFRAME, FOR COMPANY TO TERMINATE ITS ORDER FOR THE SOFTWARE SERVICE OR OTHER APPLICABLE SERVICES, AND RECEIVE A REFUND OF ANY PREPAID, UNUSED AMOUNTS PAYABLE FOR THE NON-CONFORMING OR DEFICIENT SERVICES.
9.2. GENERAL DISCLAIMER. Alliance 2020 DOES NOT GUARANTEE OR WARRANT THAT THE SOFTWARE SERVICE WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT Alliance 2020 WILL CORRECT ALL ERRORS IN THE SOFTWARE SERVICE OR OTHER SERVICES PROVIDED HEREUNDER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10. INDEMNIFICATION. Company shall defend, indemnify and hold harmless Alliance 2020 and its corporate affiliates, and its and their directors, officers, agents and representatives, against any claim, demand, suit or proceeding (collectively, a “Claim”) brought by a third party alleging (i) that the Company Data, or Company’s use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of or has otherwise harmed a third party or violates applicable law, (ii) Company wrongfully used or obtained any Screening Report, including but not limited to Company having used any Screening Report for any purpose other than the stated permissible purpose, (iii) Company failed to comply with its obligations under the FCRA or other applicable federal, state or local laws, including but not limited to Company having failed to comply with its obligations set forth in Exhibit A-1 (“Notice to Users of Consumer Reports: Obligations of Users Under the FCRA”) and/or (iv) Company acted with gross negligence or willful misconduct, and shall indemnify Alliance 2020 for any damages (including reasonable attorney’s fees and costs) finally awarded against Alliance 2020 as a result of, or for any amounts paid by Alliance 2020 under a settlement of, a Claim; provided that Alliance 2020 (a) promptly gives Company written notice of the Claim; (b) gives Company sole control of the defense and settlement of the Claim (provided that Company may not settle any Claim unless the settlement unconditionally releases Alliance 2020 of all liability); and (c) provides to Company all reasonable assistance, at Company’s expense.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Alliance 2020 WILL NOT BE LIABLE TO COMPANY FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED BENEFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF Alliance 2020 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE AGGREGATE LIABLITY OF Alliance 2020 UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FEES ACTUALLY PAID BY COMPANY TO Alliance 2020 DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH THE CLAIM OF LIABILITY IS BASED.
11. CONFIDENTIALITY. Each Party agrees: (i) that it will use (and will ensure that its employees, Affiliates, agents, contractors and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other Party’s Confidential Information to any person or entity, unless authorized by the other Party; and (ii) it will not use Confidential Information of the other Party for any purpose other than as authorized by this Agreement or by the other Party. As to Alliance 2020, the term “Confidential Information” includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, the features and functions of the Services that are not available to the general public via the public Internet (including screen shots of the same), future product plans, and any Documentation or specification provided to Company, the commercial terms (including pricing) of this Agreement and any Statement of Work (but not the mere existence of this Agreement), performance and security test results (whether conducted by Alliance 2020 or Company), and any other proprietary, financial or business information supplied to Company by Alliance 2020. As to Company, the term “Confidential Information” includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person. Notwithstanding the foregoing, “Confidential Information” shall not include (i) information which is or becomes publicly known through no act of omission of the receiving Party, or (ii) information gained by the receiving Party independent of the disclosing Party. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent permissible, each Party shall, in advance of any such disclosure promptly notify the other Party in order to enable the other Party reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement. The Parties acknowledge that use or disclosure of any Confidential Information of the other Party in a manner inconsistent with this Agreement may give rise to irreparable injury to the disclosing Party or to third parties who have entrusted information to the disclosing Party, and such disclosure may be inadequately compensable in damages. Accordingly, in addition to any other legal remedies that may be available at law or in equity, the disclosing Party shall be entitled to seek equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. For avoidance of doubt, the Software Service is designed to facilitate sharing of Company Data by Company and its Users for permitted purposes. Accordingly, Company Data is not “Confidential Information” for purposes of this Section 12. Alliance 2020’s obligations with respect to Company Data are as set forth in Section 2.1.2 (Protection of Company Data).
12. GOVERNING LAW AND VENUE. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact any one of the Parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in the United States District Court — Western District of Washington. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to any of the transactions contemplated by this Agreement.
13. ASSIGNMENT. Neither Party shall assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Alliance 2020 may assign this Agreement in its entirety without prior written consent pursuant to any corporate reorganization or merger of its business, or pursuant to any sale of all or substantially all of its assets. Alliance 2020 may delegate duties under this Agreement to third parties, provided that Alliance 2020 is responsible for such parties’ performance and compliance with the provisions of this Agreement.
14. WAIVER. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15. AMENDMENT. This Agreement may only be modified by a writing executed by both Parties.
16. PREVAILING PARTY FEES. In any controversy, claim or dispute arising out of or relating to this Agreement or the method or manner of performance thereof or the breach thereof, the prevailing Party shall be entitled and awarded in addition to any other relief, its reasonable attorney’s fees, expert witness fees and costs.
17. SEVERABILITY. If any term or provision of this Agreement or any application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such terms or provisions to person or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law.
INDEPENDENT CONTRACTOR/USE OF SUBCONTRACTORS. Nothing contained in this Agreement shall be deemed or construed by the Parties hereto or by any third person to create the relationship of principal and agent or partnership or of any association between any of the Parties hereto other than independent contracting parties. Alliance 2020 may, in the ordinary course of business, use subcontractors to perform the Services where it is customary to do so.
18. NOTICES. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and sent by telephone facsimile transmission, certified or registered mail with return receipt requested, or express courier or delivery service and addressed to Company at the address then on record at Alliance 2020, or to such other address as Company may from time to time specify by notice to Alliance 2020 in writing. Company may deliver notices to Alliance 2020 at 19800 North Creek Parkway, Suite 200, Bothell, WA 98011 Attn: General Counsel, or to such other address as Alliance 2020 may from time to time specify by notice to Company in writing or by means of an alert on Company’s dashboard.
19. FORCE MAJEURE. Neither Party is responsible for any failure to perform under this Agreement when such failure arises from or relates to any acts of God, public enemies, acts of terrorism, inability to obtain materials (including necessary data) or reasonable substitutes for materials (including necessary data), inability to obtain power, internet service provider failures or delays, civil war, insurrection, riot or demonstration, fire, flood, explosion, earthquake, accident, strike labor difficulties, work interruption or any other cause beyond its reasonable control.
20. AUTHORITY OF SIGNATORY. Each Party represents that the person signing this Agreement is duly authorized to legally bind Company or Alliance 2020 (as the case may be) to the Agreement.
21. NO CONSTRUCTION AGAINST DRAFTER. The Parties affirm and agree they have had an opportunity to consult with their respective counsel and with such other experts or advisors as they have deemed necessary in connection with this Agreement. This Agreement shall be construed without any presumption or rule requiring this Agreement to be construed against the Party causing this Agreement, or any part of it to be drafted.
21. AGREEMENT IN ENTIRETY. This Agreement (including Order Forms, exhibits, amendments and any addenda or Statement of Work(s) hereto which are incorporated herein by reference) sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either Party relating thereto. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement. However, required federal and state certifications, affidavits, etc., if any, needed for compliance with applicable law, will be construed to be part of this Agreement. In the event there is any conflict between this Agreement and any other agreements between Company and Alliance 2020, the relevant terms and conditions of this Agreement shall control.
22. MEDIA RELEASES. Except for any announcement intended solely for internal distribution by Company or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Company, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Company or its employees or agents relating to this Agreement or its subject matter, including the name, trade name, trade mark, or symbol of Alliance 2020 or any affiliate of Alliance 2020, shall be coordinated with and approved in writing by Alliance 2020 prior to the release thereof. Company shall permit Alliance 2020 to use Company’s name and logo for marketing purposes.
23. ELECTRONIC SIGNATURES. This Agreement and any amendments hereto may be executed via electronic signature pursuant to 15 U.S.C. Ch. 96 (and other relevant e-signature legislation). Any electronic signature will appear in the signature block at the end of this Agreement.
24. COUNTERPARTS. This Agreement may be executed in two or more counterparts (each of which need not be executed by each of the Parties), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
25. THIRD PARTY SOURCES. Company understands that some information provided by Alliance 2020 is provided to Alliance 2020 by third party sources and that some or all of these third party sources may prohibit Alliance 2020 from providing information from such sources to Company. Should a third party source advise Alliance 2020 that it may not provide information from such source to a Alliance 2020 customer, Alliance 2020 will endeavor to provide such information from another source if practicable and efficient or Alliance 2020 can advise Company as soon as possible that it will be unable to provide such information and fulfill that portion of Company’s request. Company understands that if this occurs, Alliance 2020 is acting within its rights under this Agreement and that Alliance 2020 is not subject to any liability or damages for such action.