Terms of Service

IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS, AS DETAILED IN SECTION 20 BELOW. PLEASE READ CAREFULLY.

THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN SUBSCRIPTION TO AND USE OF UASI’S SERVICES. IF YOU REGISTER FOR A FREE VERSION OF UASI’S SERVICES, THE APPLICABLE PROVISIONS OF THESE TERMS WILL ALSO GOVERN THAT FREE VERSION. BY ACCESSING OR USING UASI’S WEBSITES AND SERVICES, YOU ACCEPT OR AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE UASI’S SERVICES.

EFFECTIVE DATE: May 30, 2023

1.                  Agreement.

These Terms of Service (these “Terms”) are made by and between the party on whose behalf they are accepted (“Subscriber”) and UASI and are effective as of the date they are accepted by Subscriber. “UASI” means United Audit Systems, Inc., an Ohio corporation located at 1924 Dana Avenue, Cincinnati, OH 45207. The complete subscription agreement including these Terms (the “Agreement”) is made for the purpose of granting Subscriber a limited subscription to use UASI’s hosted software, support, or other services (the “Services”).

2.                  Free Services.

2.1        UASI may offer a free or trial versions of the Services (“Free Services”) from time to time. If Subscriber registers at UASI’s websites for Free Services, UASI will make such Free Services available to Subscriber free of charge until the earlier of (a) the start date of any paid subscription for a paid version of such Free Services, if applicable, or (b) termination of the Free Services by UASI at its sole discretion. Additional terms and conditions may appear on the registration website for a Free Service and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2        ALL FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. FREE SERVICES MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). UASI DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER SECTION 13) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER DATA. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO A FREE SERVICE, AND ANY CUSTOMIZATIONS MADE TO A FREE SERVICE BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE FREE SERVICE IS SUSPENDED, TERMINATED, OR DISCONTINUED. UASI’S INDEMNITY OBLIGATIONS UNDER SECTION 16 DO NOT APPLY TO FREE SERVICES.

3.                  UASI’s Obligations.

3.1        Services.

UASI will make the Services available to Subscriber according to one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.

3.2        Compliance with Laws.

UASI will comply with all laws and governmental regulations applicable to its provision of Services hereunder.

3.3        Personnel and Performance.

UASI will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement. UASI enters into the Agreement on behalf of itself and its Affiliates. An “Affiliate” of a party is any entity (a) that the party Controls; (b) that the party is Controlled by; or (c) with which the party is under common Control, where “Control” means direct or indirect control of fifty percent (50%) or more of an entity’s voting interests (including by ownership).

3.4        Documentation.

UASI will make online documentation available (the “Documentation”) that describe: (a) UASI software, including, without limitation, any data or information available on or through such software, made accessible as part of the Services (“UASI Software”) and (b) usage guides for the Services.

3.5        Security Measures.

UASI will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the “Security Measures”) consistent with industry standard practices and any applicable federal, state, or other laws, regulations, or other legal requirements governing the relationship between UASI and Subscriber and the services provided under the Agreement, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated under this law. UASI will store, process, transmit and disclose electronic data and configurations submitted to the Services by or on behalf of Subscriber (“Subscriber Data”) only according to the Agreement and the Documentation, which may include any individually identifiable information or other information that relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with an individual or household which is being processed on behalf of Subscriber, including, without limitation, Personal Health Information as defined in HIPAA. The Services, independent of Subscriber Data, will not knowingly transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses (“Malicious Code”).

4.                  Acceptable Use Policy. The Services shall not be used by Subscriber:

4.1        For the transmission of material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

4.2        For the transmission of material that promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

4.3        In any manner that infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

4.4        In any manner that violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or these Terms.

4.5        In any manner intended to deceive or act in any way reasonably likely to deceive any person.

4.6        To promote any illegal activity, or advocate, promote, or assist any unlawful act.

4.7        To cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

4.8        To impersonate any person, or misrepresent Subscriber’s identity or affiliation with any person or organization.

5.                  Subscriber’s Obligations.

5.1        Subscriber Data.

As between UASI and Subscriber, Subscriber is solely responsible for Subscriber Data and, to the extent within its control, Subscriber will ensure that Subscriber Data complies with applicable laws and regulations, including HIPAA. Subscriber will obtain any consent or authorization that may be required by HIPAA, or applicable state law, prior to furnishing any Subscriber Data to UASI. Subscriber, not UASI, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use all Subscriber Data.

5.2        Personnel and Performance.

Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.

5.3        Non-UASI Services.

Subscriber may choose to use services not provided by UASI (“Non-UASI Services”) with the Services and in doing so grants UASI permission to interoperate with the Non-UASI Services as directed by Subscriber or the Non-UASI Services. Unless specified in a Service Order: (a) UASI does not warrant or support Non-UASI Services, (b) as between UASI and Subscriber, Subscriber assumes all responsibility for the Non-UASI Services and any disclosure, modification or deletion of Subscriber Data by the Non-UASI Services and (c) UASI shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation, due to any unavailability of the Non-UASI Services or any change in the ability of UASI to interoperate with the Non-UASI Services.

5.4        Third Party Reports.

As an intermediary, UASI may receive notices from third parties (“Reporters”) regarding Subscriber Data or Subscriber’s use of the Services (“Reports”). UASI will forward all Reports directly to an email address provided by Subscriber designated to receive Reports (the “Abuse Contact”). Upon receipt of a Report, Subscriber will (i) acknowledge receipt of such report to UASI within two (2) business days of receipt and (ii) address the Report promptly with the Reporter, including informing the Reporter that Subscriber (and not UASI) is the appropriate party to address the matter. UASI may provide the Abuse Contact to a Reporter inquiring about Subscriber Data or Subscriber’s use of the Services.

5.5        Responsibilities.

Subscriber (a) shall comply with the UASI Acceptable Use Policy in Section 4 of this Agreement (the “AUP”); (b) shall use the Services in accordance with the Agreement; (c) shall use the Services in accordance with the applicable Documentation; (d) shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services; (e) shall promptly notify UASI of any unauthorized access or use of the Services; (f) shall respond to Reports in accordance with Section 5.4 and take reasonably appropriate action to resolve the reported matter; (g) shall not use the Services to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and governmental regulations; (h) shall not make the Services available to, or use the Services for the benefit of, anyone other than Subscriber’s own personnel or end users; (i) shall not use the Services to store, transmit or display Malicious Code; (j) shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein; (k) shall not attempt to gain unauthorized access to any of UASI’s datacenters, systems or networks; (l) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of UASI’s intellectual property except as permitted under the Agreement; (m) shall not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality to its end users; (n) subject to Section 10.2, shall not copy, modify or create a derivative work of the Services or any part, feature, function, or user interface thereof; (o) shall not access the Services or use the Documentation to develop a competitive product or service; (p) subject to Section 10.2 except as permitted by applicable laws or governmental regulations, shall not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services; (q) shall not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services; (r) shall obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems and internet access; (s) obtain and maintain any required consents necessary to permit the processing of Subscriber Data by UASI under the Agreement; and (t) obtain and maintain any consents necessary to permit the processing by UASI of the personal information of Subscriber’s personnel that serve as Subscriber’s designated contact for purposes of the Services and the Agreement.

5.6        Service Notices.

If UASI becomes aware that Subscriber may violate Subscriber’s obligations under this Section 5, UASI will notify the Abuse Contact by email (the “Service Notice”) and request Subscriber to take reasonably appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing applicable Subscriber Data. If Subscriber fails to comply with a Service Notice within the time period set forth in the Service Notice, UASI may block Subscriber’s access to the Services until the requested action is taken. If Subscriber fails to take the required action within ten (10) days or fails to comply with Subscriber’s obligations under this Section 5 on two or more occasions during any rolling twelve (12) month period, UASI may terminate the Agreement immediately for cause. UASI also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act of 1998. All limitations of access, suspensions, and terminations for cause shall be made in UASI’s sole discretion and UASI shall not be liable to Subscriber or any third party for any termination or suspension of Subscriber’s account or access to the Services.

6.                  Term and Termination.

6.1        Term.

These Terms are effective during the term of any Service Order that incorporates the Agreement. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless either party gives the other at least thirty (30) days’ notice of nonrenewal at the end of the applicable term.

6.2        Termination for Cause.

In addition to UASI’s right to terminate the entire Agreement under Section 5.6:

6.2.1        Subscriber or UASI may terminate the entire Agreement for cause (a) upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business or (iii) ceases its operations; and/or

6.2.2        UASI may terminate this Agreement for cause upon five (5) days written notice to Subscriber in the event that Subscriber exceeds or attempts to exceed the Included Usage.

6.3        Survival.

Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 5.5, 8.1, 8.5,  9, 9.1, 10.1, 13, 14, and 16  and Sections 18 through 26.

7.                  Beta Services.

From time to time, UASI may offer services identified as beta, pilot, developer preview, non-production, evaluation or by a description of similar import (“Beta Services”). Subscriber may accept or decline Beta Services. If accepted by Subscriber, Beta Services: (a) are provided only for evaluation purposes; (b) may not be relied on by Subscriber for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available or is discontinued. UASI may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. UASI DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER DATA. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.

8.                  Fees and Payment.

8.1        Fees.

Subscriber will pay all fees specified in Service Orders and provide accurate and updated billing contact information. Except as set forth in a Service Order, all fees payable under the Agreement shall be made in U.S. Dollars. All fees set forth in Service Orders are (a) non-cancelable, non-refundable; and (b) cannot be decreased during the specified term. Fees paid for minimum commitments are not refundable. Subscriber’s payments of fees are neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement or any Service Order.

8.2        Invoicing Terms.

If the Service Order specifies that payment will occur by a method other than a credit card, Subscriber will provide a purchase order number in the applicable amount (or reasonable alternative proof of Subscriber’s ability to pay the fees specified in a Service Order), and promptly notify UASI of any changes necessary for payment of an invoice. UASI will invoice Subscriber either monthly or according to the billing frequency stated in the Service Order. Invoices to be paid by credit card are due on the invoice date, all other invoices are due net thirty (30) days from the invoice date. If any invoiced amount is not received by UASI by the due date, then without limiting UASI’s rights or remedies: (a) those 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 and (b) UASI may condition future subscription renewals and Service Orders on shorter payment terms. If Subscriber is paying for Services by credit card, Subscriber will provide UASI’s authorized payment processer with valid credit card information and promptly notify UASI’s authorized payment processor of any changes necessary to charge the credit card. The provision of credit card information to UASI’s authorized payment processer authorizes UASI, through its authorized payment processer, to charge the credit card for all Services specified in a Service Order, and any renewal subscription. Subscriber acknowledges that UASI will not have access to Subscriber’s credit card information.

8.3        Suspension of Service and Acceleration.

If any amount owing by Subscriber is thirty (30) or more days overdue (or fifteen (15) or more days overdue in the case of invoices to be paid by credit card), UASI may, without limiting any rights and remedies, accelerate Subscriber’s unpaid fee obligations to become immediately due and payable, and block the provision of Services to Subscriber until the overdue amounts are paid in full. UASI will give Subscriber at least 10 days’ prior notice that its account is overdue, in accordance with Section 19, before blocking Services to Subscriber.

8.4        Payment Disputes.

UASI will not exercise any rights to block Services, accelerate payments, impose late charges or change payment terms under Section 8.2 and Section 8.3 with respect to an overdue amount for so long as Subscriber is disputing the overdue amount in good faith. The parties shall cooperate diligently to resolve the dispute.

8.5        Refund or Payment upon Termination.

If Subscriber terminates the Agreement in accordance with Section 6.2, UASI will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by UASI in accordance with Section 6.2, Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination. If Subscriber terminates without cause prior to the end of the then current term, Subscriber shall be immediately liable for the balance of the fees for the remainder of the term.

8.6        Taxes.

Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its Service Orders. If UASI is obligated by law to pay or collect Taxes for which Subscriber is responsible, UASI will invoice Subscriber and Subscriber will pay that amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide UASI any information UASI reasonably requests to determine whether UASI is obligated to collect Taxes. UASI is solely responsible for taxes assessable against its income, property, and employees.

9.                  Confidentiality.

9.1        Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has business, technical or financial information relating to Disclosing Party’s business which it has disclosed or may disclose in connection with this Agreement that is either marked as confidential or proprietary or that, given the nature of the information or the circumstances of the disclosure, reasonably ought to be considered to be confidential (“Confidential Information”). UASI’s Confidential Information includes non-public information regarding features, functionality, and performance of the Services, as well as all non-public user-visible aspects of the Services. Subscriber’s Confidential Information includes information provided by Subscriber to UASI to enable the provision of the Services as well as all Subscriber Data. All pricing and related metrics related to this Agreement is each UASI’s Confidential Information.

9.2        Non-Use. Receiving Party agrees that it will take reasonable measures to protect the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own confidential information of similar character, but never less than a standard of reasonable care. Receiving Party agrees: (i) not to use any Confidential Information of Disclosing Party for any purpose except to perform its obligations or to exercise its rights under this Agreement and (ii) not to disclose any Confidential Information of Receiving Party to third parties or to such party's employees, officers, agents, contractors or other representatives (“Personnel”), except to those Personnel of Receiving Party who are required to have such Confidential Information in order to perform work in connection with this Agreement and are subject to confidentiality obligations as least as protective as those of this Agreement.

9.3        Exceptions. Disclosing Party agrees that these confidentiality and restricted use obligations will not apply to any information that Receiving Party can document: (a) is or becomes generally available to the public through no action or inaction of the Receiving Party; (b) was in its possession or known by it prior to receipt from Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of or reference to any Confidential Information of Disclosing Party.  Nothing in this Section 9 precludes either party from disclosing the other party’s Confidential Information as required by law or a legal process, provided that such party (a) gives the other party prior written notice sufficient to permit the other party to contest the disclosure or seek a protective order (or other confidential treatment) and (b) reasonably cooperates with the other party (at the other party’s expense) in limiting the disclosure. In addition, a party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to any or all of the following: (a) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers (solely in connection with the due diligence review of such party and provided that the recipients of the disclosures are subject to confidentiality obligations as least as protective as those of this Agreement), (b) the party’s outside accounting firm, or (c) the party’s outside legal counsel.

9.4        Return of Confidential Information. Promptly following the earlier of (i) the expiration or termination of this Agreement, or (ii) the request of Disclosing Party, Receiving Party will return to Disclosing Party, or, at Disclosing Party’s option, destroy all Confidential Information of the Disclosing Party that are in written, electronic or other tangible form, including, without limitation, all copies, extracts and derivatives of such Confidential Information. In addition, upon the request of Disclosing Party, Receiving Party will certify to Disclosing Party in writing Receiving Party’s and its Personnel’s compliance with its obligations pursuant to this Section 9. Although Recipient shall return and/or destroy Confidential Information as described above, the parties acknowledge and agree that, due to the nature of computer information storage systems and email communications, even if a file is “deleted”, a shadow or backup copy may remain within Recipient’s computer systems or its backup systems.

9.5        Equitable Remedies. The parties acknowledge that disclosure or use of the other party’s Confidential Information in violation of the Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy and difficult to ascertain. Each party agrees that the Disclosing Party will have the right to seek injunctive or other equitable relief for any violation of the confidentiality provisions of the Agreement by the Receiving Party (without the necessity of posting bond or showing monetary damages), in addition to any other rights and remedies that the Disclosing Party may have.

9.6        Redundancy.  Notwithstanding anything to the contrary in this Agreement, UASI will have no obligation to erase any Confidential Information which has been included in UASI redundant copies of data but will continue to delete such copies in accordance with its standard record retention policy. If return or destruction is not feasible, UASI shall inform Subscriber of the reason it is not feasible and shall continue to extend the protections of this Section to such Confidential Information and limit further use and disclosure of such Confidential Information to those purposes that make the return or destruction of such Confidential Information infeasible. To the extent that UASI is required by law to maintain copies of Confidential Information, Subscriber Data, or records related to disclosure or handling of Confidential Information, UASI shall be under no obligation to destroy such information. Furthermore, UASI shall retain such information as UASI reasonably determines necessary to demonstrate to Subscriber or any regulatory authority UASI's compliance with this Agreement or any applicable law or regulation. Any Confidential Information not returned or destroyed as permitted by this Section shall continue to be subject to the protections of this Section 9 for so long as it is retained, and the party retaining such Confidential Information shall limit use and disclosure of such Confidential Information to the purposes for which such party did not return or destroy such Confidential Information. At such time as a party’s basis for retaining such information ceases to exist, such party shall return or destroy such information as set forth above.

10.              Licenses and Proprietary Rights.

10.1    Subscriber Data.

As between Subscriber and UASI, Subscriber owns all Subscriber Data and, except as specifically provided in this Agreement or otherwise agreed to in writing between the parties, UASI has no right to access or use such Subscriber Data. During the Term, Subscriber grants to UASI a non-exclusive, non-transferable, non-assignable (except as permitted herein), royalty-free license to access and use Subscriber Data in order to provide the Services to Subscriber and as necessary to monitor and improve the Services provided to Subscriber. UASI will not: (a) modify Subscriber Data, (b) disclose Subscriber Data except as compelled by law (subject to the requirements of this Agreement) or as expressly permitted in writing by Subscriber, or (c) access Subscriber Data except to provide the Services to Subscriber, prevent or address service or technical problems, or at Subscriber’s request in connection with Subscriber support matters. For the avoidance of doubt, UASI may use, reproduce, report, and otherwise disclose Subscriber Data that is anonymized, de-identified, aggregated, or is otherwise not reasonably associated or linked to Subscriber or any other identifiable individual person or entity (“Anonymized Data”) for any reasonable business purpose that does not violate federal or state law, including but not limited to product improvement, report development, and other purposes consistent with UASI’s Privacy Policy. This right to use Anonymized Data shall override any prior written agreement between UASI and Subscriber and will survive termination of this Agreement.

10.2    UASI Software.

Except solely with respect to open source software UASI makes available (“Open Source Software”), including language specific codes that enable easy communication with UASI Software (the “API Clients”), UASI grants Subscriber a limited non-exclusive, non-transferable, non-sublicensable license to use the UASI Software solely in connection with the subscribed Services in accordance with the Agreement. Open Source Software, including API Clients, and Subscriber’s use of such Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in such Open Source Software (each an “Open Source License”) and UASI grants Subscriber a license to use the Open Source Software to the full extent permitted by the applicable Open Source License.

10.3    Feedback.

Subscriber grants to UASI worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Subscriber.

10.4    Deliverables.

Excluding UASI Products, to the extent that UASI performs professional and/or support services as set forth in the Service Order, UASI hereby grants Subscriber, during the Term, a worldwide, non-exclusive, non-transferable, royalty-free license to use for its internal business purposes anything developed by UASI for Subscriber and delivered by UASI to Subscriber in connection with such professional and/or support services (“Deliverables”). Subject to Subscriber’s ownership of its proprietary and Confidential Information disclosed to UASI under Section 9, UASI shall retain all ownership rights to the Deliverables. Deliverables that are custom code written by UASI to facilitate Subscriber’s use of the Services that include any Subscriber Confidential Information shall remain subject to the confidentiality obligations under Section 9 and Subscriber shall retain all ownership rights to its Confidential Information. ALL SUCH CUSTOM CODE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. UASI DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH CUSTOM CODE.

10.5    Proprietary Rights.

The Services, UASI Software and the Documentation are the proprietary information of UASI. Subject to the limited rights expressly granted in the Agreement, UASI and UASI’s licensors reserve all right, title, and interest in and to the Services, UASI Software and the Documentation, including all related intellectual property rights, as well as all derivative works made by any person or entity in or to the foregoing. No rights are granted to Subscriber except as expressly set forth in the Agreement. No rights are granted to UASI except as expressly set forth in the Agreement.

11.              Government Rights.

The Services may include access to UASI Software. In such case, such UASI Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Subscriber is an agency of, or contractor to, the US Government, it receives only those rights with respect to such software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If Subscriber is a government agency that has a need for rights not granted under the Agreement, it must negotiate with UASII to determine if there are acceptable terms for granting those rights, and mutually acceptable written terms specifically granting those rights must be included in any applicable agreement.

12.              Export Compliance.

The Services, UASI Software and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of the Services, UASI Software and Documentation must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not enable use of the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

13.              Limitation of Liability.

IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY (TOGETHER WITH ALL OF ITS AFFILIATES) ARISING OUT OF OR RELATED TO THE AGREEMENT (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 8.

14.              Exclusion of Consequential and Related Damages.

IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES OR A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

15.              Warranties.

15.1    Services Warranty.

In addition to its obligations under Section 3, UASI warrants that during the term of each Service Order that: (a) the Services will perform materially in accordance with the applicable Documentation and (b) UASI will not materially decrease the overall functionality of the Services. Without limiting UASI’s obligations pursuant to Section 3, Subscriber’s exclusive remedies for a breach of a warranty in this Section 15.1  shall be to exercise the express rights described in Sections 6.2  and 8.5.

15.2    Support and Professional Services Warranty.

Support and professional services specified in applicable Service Orders will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber’s exclusive remedies for breach of the warranty in this Section 15.2 shall be re-performance of the support and professional Services by UASI; or (c) to exercise the express rights described in Sections 6.2 and 8.5.

15.3    Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 15.3, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS. UASI DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UASI HEREBY DISCLAIMS ANY WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF EXECUTING UPON ANY ADVICE OBTAINED THROUGH SERVICES AND MAKING INVESTMENTS THROUGH THE SERVICES.

16.              Indemnification.

16.1    Indemnification by UASI.

UASI will indemnify and defend Subscriber against any and all third party claims, demands, suits or proceedings (each a “Claim Against Subscriber”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, or alleging the Services (exclusive of Open Source Software) or use of the Services (exclusive of Open Source Software) by Subscriber in accordance with the Agreement infringe or misappropriate the third party’s intellectual property rights, provided Subscriber (a) promptly gives UASI written notice of the Claim Against Subscriber; (b) gives UASI sole control of the defense and settlement of the Claim Against Subscriber (except that UASI may not settle any Claim Against Subscriber unless it unconditionally releases Subscriber of all liability related to the Claim Against Subscriber); and (c) gives UASI all reasonable assistance in connection with the defense or settlement of such Claim Against Subscriber, at UASI’s expense. If UASI receives information about an infringement or misappropriation claim related to the Services, UASI may in its discretion and at no cost to Subscriber (x) modify the Service so that it no longer infringes or misappropriates, without breaching UASI’s obligations under Section 3; (y) obtain a license for Subscriber’s continued use of that Service in accordance with the Agreement; or (z) terminate Subscriber’s subscription for the affected portion of the Service upon 30 days’ written notice and refund Subscriber any prepaid fees covering the remainder of the term for the terminated portion of the Services. The above defense and indemnification obligations do not apply to the extent a Claim Against Subscriber arises from (i) Subscriber Data, (ii) Subscriber’s use of Free Services, (iii) Subscriber’s use of Beta Services, (iv) a Non-UASI Service, (v) Subscriber’s breach of the Agreement, (vi) any modification or alternation to the Services not made by UASI, (vii) any combination or use of the Services with products or services not expressly approved by UASI or (viii) Subscriber’s continued use of the allegedly infringing portion of the Services after receiving notice from UASI regarding the same.

16.2    Indemnification by Subscriber.

Subscriber will indemnify and defend UASI against any and all third party claims, demands, suits or proceedings (each a “Claim Against UASI”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, (i) Subscriber Data, or (ii) Subscriber’s use of the Services in breach of the Agreement, provided UASI (a) promptly gives Subscriber written notice of the Claim Against UASI; (b) gives Subscriber sole control of the defense and settlement of the Claim Against UASI (except that Subscriber may not settle any Claim Against UASI unless it unconditionally releases UASI of all liability related to the Claim Against UASI); and (c) give Subscriber all reasonable assistance in connection with the defense or settlement of such Claim Against UASI, at Subscriber’s expense. The above defense and indemnification obligations do not apply to the extent a Claim Against UASI arises from the Services or UASI’s breach of the Agreement. Except with respect to a dispute between Subscriber and UASI, Subscriber will reimburse UASI for all costs and reasonable attorneys’ fees for responding to third party or governmental requests for information arising out of or in connection with Subscriber Data or Subscriber’s use of the Services.

16.3    Additional Indemnities.

For purposes of this Section 16, (a) a Claim Against UASI shall include a claim against UASI, UASI’s Affiliates, and UASI’s or its Affiliates’ officers, directors, and employees and (b) a Claim Against Subscriber shall include a claim against Subscriber, Subscriber’s Affiliates, and Subscriber’s or its Affiliates’ officers, directors, and employees.

16.4    Exclusive Remedy.

This Section 16 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 16.

17.              Privacy Policy.

UASI will process personal information in accordance with its privacy policy available at https://uasisolutions.com/raf-vue-terms-and-privacy/ (the “Privacy Policy”).

18.              Assignment.

18.1    Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) provided, however, either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may, but is not required to, terminate the Agreement upon written notice. In the event of such a termination by UASI, UASI will refund to Subscriber any prepaid but unused fees covering the remainder of the term of all Service Orders after the effective date of such termination.

18.2    The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

19.              Notices.

Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; or (c) the day of sending by email (except that email shall not be sufficient for notices of termination or an indemnifiable claim (“Legal Notice”)). Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other Services related notices to Subscriber shall be addressed to the relevant Services system administrator or other person designated by Subscriber in writing or in the Services’ user interface dashboard. Legal Notices to UASI should be addressed to Josh.Tracy@uasisolutions.com or 1924 Dana Avenue, Cincinnati, OH 45207.

20.              Governing Law; Dispute Resolution; Arbitration; Class Action Waiver.

20.1    Subscriber’s use of the Services and this Agreement shall be governed in accordance with the laws of the State of Ohio, without regard to conflict of law provisions (except for those that would permit the adoption and application of Ohio law).

20.2    Any dispute, claim or controversy among the parties arising out of or relating to these this Agreement or the Services (“Dispute”) shall be finally resolved by and through binding arbitration in accordance with the Federal Arbitration Act to the exclusion of any other Federal, state or municipal law of arbitration. Both the foregoing agreement of the parties to arbitrate any and all Disputes, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration, shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction.

20.3    For any Dispute, the place of arbitration shall be in Hamilton County, Ohio.

20.4    The cost of the arbitration proceeding, including, without limitation, each party's attorneys' fees and costs, shall be borne by the unsuccessful party or, at the discretion of the arbitrators, may be prorated between the parties in such proportion as the arbitrators determine to be equitable and shall be awarded as part of the award.

20.5    RESTRICTIONS ON ARBITRATION: ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. ANY DISPUTES SUBSCRIBER MAY HAVE AGAINST UASI, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS, SUBSCRIBER HEREBY AGREES TO BIFURCATE AND ARBITRATE AGAINST THEM INDIVIDUALLY IN HAMILTON COUNTY, OHIO. SUBSCRIBER IS WAIVING ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. THE PARTIES AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN THE PARTIES AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS. FURTHER, SUBSCRIBER WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.

20.6    THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.

20.7    WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION 20 BE STRICKEN FROM THIS AGREEMENT OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 20 (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THIS AGREEMENT AND INAPPLICABLE, AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.

21.              Publicity.

Subscriber consents to UASI’s use of Subscriber’s name and logo and general description of Subscriber’s relationship with UASI in press releases and other marketing materials and appearances. Subscriber further permits UASI to use it as a reference account for marketing purposes and agrees, from time to time, to support UASI by participating in reference phone call(s) and other marketing events including with press, analysts, and UASI’s existing or potential investors or customers upon reasonable request by UASI.

22.              Force Majeure.

Except for payment obligations under the Agreement, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil unrest, labor conditions, governmental action, disruption of telecommunications, failure or delay of internet services providers or internet disturbance, disruption of power or other essential services.

23.              Equitable Relief.

The parties agree that a material breach of the Agreement adversely affecting UASI’s intellectual property rights in UASI Software may cause irreparable injury to UASI and/or its licensors for which monetary damages would not be an adequate remedy and UASI shall be entitled to equitable relief (without a requirement to post a bond or prove actual or monetary damages) in addition to any rights or remedies it may have.

24.              Relationship of the Parties.

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

25.              Third-Party Beneficiaries.

There are no third-party beneficiaries under the Agreement, AUP, or the Documentation.

26.              Entire Agreement.

The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the applicable Service Order, (ii) these Terms, (ii) the Privacy Policy, and (iv) the Documentation. UASI and Subscriber each represent that it has validly entered into or accepted the Agreement and has the legal power to do so. UASI may modify these Terms from time to time. Any and all changes to these Terms will be posted at https://uasisolutions.com/raf-vue-terms-and-privacy/ and the Terms will indicate the date they were last updated. Material changes will become effective thirty (30) days after posting and an adversely affected Subscriber may terminate the Agreement without penalty upon notice to UASI within ten (10) days of the effective date of the revised Terms with the material changes applicable to Subscriber. Subscriber is deemed to accept and agree to be bound by any changes to the Agreement when Subscriber uses the Services after the effective date of those changes. Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written subscription agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement. Any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding Service Orders) is void. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All reference in the Agreement to “including” means “including but not limited to”.