Greenshades End User
Subscription Agreement
These Master Terms and
Conditions (these “Terms”) constitute a legal
agreement between Green Shades Software, LLC, a Delaware limited
liability company (“Greenshades”), and you
(“Customer”). Customer agrees to these terms by
its receipt of services or a product from Greenshades whether by
agreeing to a quotation or an order or by paying an invoice
(collectively, an “Order”) whether such Order was
made directly with Greenshades or through a Greenshades Business
Partner. Greenshades is willing to make available and license the
Greenshades Products to Customer only as set forth in this
Agreement. Except as set forth in each Order, any different or
additional terms or conditions of any related purchase order,
confirmation, or similar form that conflict with the terms of this
Agreement shall have no force or effect.
1.
Definitions.
As
used in this Agreement:
1.1
“Access
Credentials”
mean login information, user names, passwords, challenge
questions/answers, security protocols, and policies through which
Users access and use the Greenshades Products.
1.2
“Active
Users”
means a User whose unique record is hosted on a Greenshades system
within the Lookback Period.
1.3
“Agreement”
means each Order executed by the parties and the terms of this End
User Subscription Agreement.
1.4
“Applicable
Law”
means applicable local, state, and federal laws, statutes, orders
(including executive orders), rules, provisions, regulations,
ordinances, treaties, directives, and other guidelines and
requirements which have legal effect.
1.5
“Customer
Inputs” means
information, data, text, and content, including but not limited to
payroll, benefits, human resource, tax and similar information, which
are input, posted, provided, and/or uploaded to the Greenshades
Products by Customer and/or its Users.
1.6
“Documentation”
means user guides, manuals, and other documentation, whether in print
or electronic form, that are made available to Customer and that
describe the features, functions, and use of the Greenshades
Products.
1.7
“Effective
Date”
means the earliest to occur of the date that Customer agrees to an
Order, or the date on which Greenshades allows the Customer to access
and use any portion of the Greenshades Products.
1.8
“Employment
& Earnings Data”
means employment information (including employees' place of
employment and employment status) and income information (including
total salary/hourly wages, year-to-date earnings and previous year
income) of Customer's current or former employees.
1.9
“FCRA"
Fair Credit Reporting Act, 15 U.S.C.§1681 et seq.
1.10
“Greenshades
Analytics”
means any information, data, statistics, metadata, inferences,
interrelationships, and/or associations generated by the Greenshades
Products, including without limitation as derived from aggregated
anonymized inputs to, and usage of, the Greenshades Products across
all Greenshades customers.
1.11
“Greenshades
Business Partner”
means a third party who has signed a Business Partner Agreement with
Greenshades or who Greenshades has otherwise agreed may resell or
and/or bill Customer for certain Greenshades Products.
1.12
“Greenshades
Cloud Services” means
the Greenshades software as a service offerings made generally
commercially available by Greenshades for which Customer has
subscribed pursuant to an Order, and all Updates thereto.
1.13
“Greenshades
Forms Products”
means the Greenshades product offerings that consist of the
preparation and delivery of electronic or paper tax/accounting forms
for which Customer has subscribed pursuant to an Order, and all
Updates thereto.
1.14
“Greenshades
Products”
mean, collectively, the Greenshades Cloud Services, the Greenshades
Software, and the Greenshades Forms Products.
1.15
“Greenshades
Software”
means each Greenshades software offering delivered for Customer’s
on-premise use and for which Customer has obtained a subscription
license pursuant to an Order, and all Updates thereto. Any
software that is delivered for on-premise use by Greenshades in
support of the Greenshades Cloud Services shall be considered part of
the Greenshades Software.
1.16
“Greenshades
Technology”
means the computer software, computer code, scripts, neural networks,
artificial intelligence, application programming interfaces,
methodologies, processes, templates, work flows, diagrams, tools,
algorithms, formulas, user interfaces, know-how, trade secrets,
techniques, designs, inventions, third party services and technology,
and other tangible and intangible technical material, information,
and works of authorship underlying, associated with, or otherwise
used to make available the Greenshades Products, including, without
limitation, all upgrades, enhancements, modifications, additions, and
improvements thereto and all derivative works thereof, and related
Intellectual Property Rights.
1.17
“Intellectual
Property Rights”
mean any and all now known or hereafter existing (a) rights
associated with works of authorship, including copyrights, mask work
rights, and moral rights; (b) trademark or service mark rights; (c)
trade secret rights; (d) patents, patent rights, and industrial
property rights; (e) layout design rights, design rights, and other
proprietary rights of every kind and nature; and (f) registrations,
applications, renewals, extensions, or reissues of the foregoing, in
each case, in any jurisdiction throughout the world.
1.18
“Lookback
Period”
means the period for which Customer usage is measured, for purposes
of billing and licensing, and is 60 days prior to date of
measurement.
1.19
“Professional
Services”
means services related to the setup of the Greenshades Products
and/or any other professional services described in an Order or
Statement of Work.
1.20
“Services”
means, collectively, the Professional Services and Support Services.
1.21
“Support
Services”
mean technical support, software maintenance and help desk services
provided by Greenshades, as described in Section 5.2 of this
Agreement
1.22
“Universal
Employee Count”
means the number of Active Users.
1.23
“Updates”
mean
all upgrades, enhancements, improvements, maintenance releases,
additions, and modifications of the Greenshades Products made
generally commercially available as part of the Greenshades Products
during the Term of this Agreement. Updates may also include new
features and/or functionality for which Greenshades reserves the
right to charge an additional fee if Customer elects to acquire or
activate such new features and/or functionality.
1.24
“Users”
mean
the employees and/or contractors of Customer for which Customer
enables access and use of the Greenshades Products.
Restrictions on number and types of Users, as well as the access and
use rights for different types of Users, may be set forth in the
associated Order and/or Documentation.
1.25
“Verification
Services Providers”
means the registered third-party provides through which Greenshades
provides the Employment and Income Verification Services.
1.26
“Verifiers”
means commercial, private, non-profit, and governmental entities and
their agents who are authorized by Customer to receive Employment &
Earnings Data from Greenshades, and who are entitled to receive such
data pursuant to the FCRA.
2.
LICENSE
AND ACCESS
2.1
License
to Greenshades Products.
Subject to Customer’s compliance with the terms and conditions
in this Agreement and the Documentation, including the payment of all
fees due under this Agreement, Greenshades: (a) shall make the
Greenshades Products available to Customer pursuant to the terms of
this Agreement during the Term (as
defined below)
and (b) grants to Customer during the Term a non-exclusive,
non-transferable, revocable, non-sublicensable right to access and
use the Greenshades Products for its own business purposes only.
Greenshades
has the right to modify and enhance the Greenshades Products on a
regular basis. The foregoing license only entitles Customer to the
use of the most recent version of the Greenshades Product that
Greenshades has released for use. The Order may include
additional restrictions and limits on Customer’s use of
Greenshades Products, such as restrictions on the number of Users or
number of employees that may be processed through the Greenshades
Products. The number of Users specified in the Order will be
reviewed monthly per the definition of Universal Employee Count, and
if the Universal Employee Count exceeds the licensed number of Users,
an overage Order will be generated.
2.2
Access
to Greenshades Cloud Services.
Customer acknowledges and agrees that Customer’s and its Users’
access and use of the Greenshades Cloud Services is dependent upon
access to telecommunications and internet services. Customer
will be solely responsible for acquiring and maintaining all
telecommunications and internet services and other hardware and
software required to access and use the Greenshades Cloud Services,
including, without limitation, all costs, fees, expenses, and taxes
of any kind related to the foregoing. Greenshades will not be
responsible for any loss or corruption of data, lost communications,
or any other loss or damage of any kind arising from any such
telecommunications or internet services or any such hardware or
software.
2.3
Availability
of Greenshades Cloud Services. Greenshades
will use commercially reasonable efforts to maintain the availability
of the Greenshades Cloud Services on a full-time (365 days per year,
24 hours per day) basis. Customer acknowledges that Greenshades
cannot guarantee complete availability of an online service, and that
the Greenshades Cloud Services may be unavailable for, among other
reasons, scheduled maintenance (for which prior notice will be
provided to Customer) and force majeure events, as described in
Section 14.7 below.
2.4
Integrations
and Third-Party Software.
Certain Greenshades Products include integrations to government
services and to software or services provided by third-party vendors
that integrate with the Greenshades Products. Customer is
solely responsible for obtaining accounts and agreements as required
by governments and such third-party vendors for use of their products
and services. Without limiting the foregoing, Greenshades makes
no representations or warranties with respect to the information
security policies and practices of such third-party vendors and of
governments. In addition, certain third-party software may be
incorporated by Greenshades into Greenshades Products. Unless
otherwise agreed by Greenshades or the applicable third-party
software vendor, Customer will use such third-party software that is
incorporated into Greenshades Products only in connection with the
Greenshades Products.
3.
users
3.1
Users.
Customer
will promptly notify Greenshades of any suspected or alleged
violation of this Agreement by any User and will cooperate with
Greenshades with respect to: (a) investigation by Greenshades of any
suspected or alleged violation of this Agreement, and (b) enforcement
of this Agreement. Greenshades may suspend or terminate any User’s
access to and/or use of the Greenshades Products upon notice to
Customer in the event Greenshades reasonably determines that such
User has violated any terms of this Agreement. Customer will at
all times be responsible for all actions and omissions of its Users
and those taken under a User’s account, regardless of whether
such action was taken by a User or by another party, and regardless
of whether or not such action was authorized by a User.
3.2
Responsibility
for Third-Party Users.
The rights set forth in Section 2.1 may
be exercised by Customer’s third party contractors and service
providers that perform services for or on behalf of Customer;
provided, that (a) Customer requires such third parties to execute a
written agreement with Customer that is at least as protective of the
Greenshades Products as this Agreement, that does not grant any
greater rights than those granted to Customer in Section 2.1, and
that includes all restrictions set forth in Section 5, and (b) all
actions and omissions of each such third party made in connection
with this Agreement shall be deemed to be those of Customer, such
that Customer shall be responsible for any breach of this Agreement
by any such third party.
4.
INTELLECTUAL
PROPERTY AND USE RESTRICTIONS
4.1
Ownership.
The
Greenshades Products, the Services, the Greenshades Technology, the
Greenshades Analytics, and the Documentation, as well as all
worldwide Intellectual Property Rights in each of the foregoing, are
the exclusive property of Greenshades. Except for the rights
and licenses expressly granted herein, all rights in and to all of
the foregoing are reserved by Greenshades. This Agreement is not a
sale and does not convey to Customer any rights of ownership or other
Intellectual Property Right in, to, or under any Greenshades
Products, the Documentation, the Greenshades Analytics, or any
Greenshades Technology. Nothing in this Agreement will be deemed to
grant to Customer any right to receive a copy of the software
platform underlying the Greenshades Cloud Services, or any other
Greenshades Technology, in either object or source code form.
Greenshades shall own all Intellectual Property Rights related to any
feedback, comments, or suggestions Customer or its Users provide to
Greenshades with respect to any Greenshades Products or Services, and
Customer hereby assigns all such Intellectual Property Rights to
Greenshades.
4.2
Use
Restrictions. Customer
shall comply with all Applicable Laws in its use of the Greenshades
Products. Customer shall, and shall ensure that its Users will,
use the Greenshades Products solely for Customer’s internal
business purposes as contemplated by this Agreement and shall not:
(a) license, sublicense, sell, resell, rent, lease, transfer,
assign, copy, reproduce, distribute, time share, or otherwise
commercially exploit or make the Greenshades Products available to
any third party, other than as expressly permitted by this Agreement;
(b) interfere with or disrupt the integrity or performance of the
Greenshades Cloud Services, the Greenshades Technology, or the data
contained therein or disrupt any servers or networks connected to the
Greenshades Cloud Services, or disobey any requirements, procedures,
policies or regulations of networks connected to the Greenshades
Cloud Services; (c) attempt to gain unauthorized access to the
Greenshades Cloud Services or the Greenshades Technology or any
related systems or networks; (d) remove, alter, or obscure any
proprietary notices associated with the Greenshades Products; (e)
attempt to probe, scan, or test (including without limitation stress
testing or penetration testing) the vulnerability of any system or
network associated with the Greenshades Cloud Services or breach any
security or authentication measures; (f) reverse engineer, or create
any derivative works of, the Greenshades Products; (g) access, view,
or modify the source code of the Greenshades Products; or (h) utilize
the Greenshades Products in order to (i) send or store infringing,
obscene, threatening, libelous, or otherwise unlawful, unsafe,
malicious, abusive, or tortious material, including material harmful
to children or violative of third party privacy rights; or (ii) send
or store material containing software viruses, worms, Trojan horses
or other harmful computer code, files, scripts, agents or programs or
plant malware on Greenshades’ computer systems, those systems
of Greenshades’ third party service providers or vendors, or
otherwise use the Greenshades Products to attempt to upload and/or
distribute malware.
5.
SERVICES
5.1
Professional
Services.
Greenshades shall use commercially reasonable efforts to provide
Professional Services to Customer as set forth in any Order or
Statement of Work.
5.2
Support
Services.
Subject to the payment of applicable support fees, Greenshades shall
use commercially reasonable efforts to provide the Support Services
to Customer, as follows:
(a)
Greenshades
shall, from time-to-time update the Greenshades Products to improve
functionality or add features. During the Term, Customer must use the
Software as updated or modified. Greenshades, at its sole discretion,
will determine the type, frequency, and notification parameters for
updates or upgrades of the Software. The terms of this Agreement will
govern any Software updates provided by Greenshades that replace
and/or supplement the original Greenshades Product.
(b)
Customer
agrees to notify Greenshades when Customer is planning to make or
making a change to its systems or software which may impact a
Greenshades Product, including as applicable updates to Customer’s
accounting system. Greenshades will review changes and advise
Customer of potential adverse impacts to use of the Greenshades
Products. In the event that there are adverse impacts, Greenshades
will make reasonable attempts to support Customer changes.
Greenshades does not warrant Greenshades Products when Customer
changes are inconsistent with published system requirements.
(c)
Customer
agrees to provide Greenshades with reasonable notice (“Bug
Report”)
of any actual or potential failure of the Greenshades Product to
perform substantially in accordance with its Documentation (“Bug”).
Greenshades shall evaluate any such Bug and take commercially
reasonable steps to resolve the Bug (either by way of a code
correction or reasonable workaround) in an expeditious manner based
on the severity of the Bug.
(d)
During
the Term, Greenshades will make support available by telephone to
Users at substantially all times from 9:00 a.m. until 6:00 p.m.
Eastern Time each Business Day. During peak days, Greenshades may, by
notice to Customer, extend these telephone support hours.
6.
EMPLOYMENT
AND INCOME VERIFICATION SERVICES
6.1
Overview
of Employment and Income Verification Services.
(a)
Customer
desires to receive employment and income verification services from
Greenshades, which includes the management of employment and income
verification requests (“Employment
and Income Verification Services”),
in addition to the Services already provided under this Agreement.
(b)
Greenshades
provides the Employment and Income Verification Services through
Verification Service Providers. Notwithstanding anything to the
contrary in this Agreement, Customer authorizes Greenshades and its
Verification Service Providers to disclose, on Customer's behalf
Employment & Earnings Data, to Verifiers, who wish to obtain or
verify any of Customer's current or former employees’
Employment & Earnings Data. Employment & Earnings Data will
be disclosed to Verifiers who certify they are entitled to receive
such data (as described in Section 6.1(c)) pursuant to the FCRA.
(c)
In
accordance with FCRA, Employment & Earnings Data may be provided
to Verifiers where (i) the employee has applied for a benefit (such
as credit, other employment or social services assistance); (ii) the
employee has obtained a benefit and the Verifier is seeking to
determine whether the employee is qualified to continue to receive
the benefit; (iii) the Verifier is otherwise entitled under FCRA to
obtain the Employment & Earnings Data.
(d)
Customer
understands that Verifiers are charged for commercial verifications
processed through the Verification Service Providers.
6.2
Data
Quality.
Verification Service Providers will primarily rely the Employment &
Earnings Data provided by the Customer, either through the Customer’s
data uploaded to Greenshades database or the data available through
the integrations established by the Customer between Greenshades and
HR/Payroll system(s) that the Customer used at the time when
Greenshades Verification Services are utilized by the Verifiers.
Customer agrees to work with Greenshades and the Verification Service
Providers during or after the implementation to investigate any
claims that such data is inaccurate or incomplete
6.3
Notice
to Furnishers of Information &
Obligations of Furnishers of Information (“Notice to
Furnishers”).
Customer certifies that it has read the Notice to Furnishers provided
to Customer at the following URL:
https://www.consumer.ftc.gov/articles/pdf-0092-notice-to-furnishers.pdf.
Customer understands its obligations as a data furnisher set forth in
such notice and under FCRA, which include duties regarding data
accuracy and investigation of disputes and certifies it will comply
with all such obligations. Customer further understands that if it
does not comply with such obligations, Greenshades may terminate the
Employment and Income Verification Services upon 90 days prior
written notice to Customer.
6.4
Archival.
Notwithstanding anything to the contrary in this Agreement, Customer
agrees that, after the termination of Employment and Income
Verification Services, Greenshades and its Verification Service
Providers may maintain archival copies of the Employment &
Earnings Data as needed to show the discharge and fulfillment of
obligations to Customer’s employees and former employees and
the confidentiality provisions in this Agreement will continue to
apply during the time that Greenshades and its Verification Service
Providers maintain any such archival copies.
7.
Customer
Responsibilities
7.1
Customer
Information and Cooperation.
(a)
Customer
shall provide to Greenshades the documentation, information and
assistance necessary to enable Greenshades to provide to Customer
access to and use of the Greenshades Products and Services in
accordance with the terms of this Agreement. Customer shall provide
Greenshades with prompt and reasonable access to information,
documentation, software, and systems (collectively, “Systems”),
as well as appropriate Customer personnel, as reasonably requested by
Greenshades for the purposes of providing any Greenshades Products
and Services pursuant to this Agreement. Customer hereby grants to
Greenshades a non-exclusive license during the Term to use Systems in
any manner reasonably necessary to provide the Services and
Greenshades Products. Customer shall otherwise reasonably
cooperate with Greenshades in the performance of the Services and the
provision of the Greenshades Products.
(b)
If
requested by Greenshades, Customer will designate one or more
authorized contacts who will be responsible for providing Customer
information to Greenshades.
(c)
Customer
acknowledges and agrees that the Greenshades Software may regularly
“ping” (i.e., briefly connect to) Greenshades systems in
order for Greenshades to confirm that the Greenshades Software is
being used by a licensed Customer in accordance with applicable
license limitations. Customer will not restrict or modify this
“ping” feature of Greenshades Software.
(d)
Greenshades
shall not be liable for any delays or inability of Greenshades to
provide the Services or Greenshades Products that arise out of
Customer’s failure to comply with this Agreement.
7.2
Customer
Inputs.
(a)
The
Greenshades Products include the ability for the Customer to input
Customer Inputs. Customer controls and owns all right, title, and
interest in and to Customer Inputs and at all times remains the data
controller under this Agreement and applicable data protection laws
for the Customer Inputs.
(b)
Customer
is solely responsible for the Customer Inputs, including without
limitation their accuracy and quality. Greenshades will not be
liable or responsible for any errors in any Customer Inputs.
(c)
Customer
represents, warrants, and covenants that the Customer Inputs:
(i)
are
provided to Greenshades in accordance with all Applicable Laws, do
not otherwise violate any Applicable Law, and will not give rise to
any civil liability;
(ii)
will
not and do not infringe any Intellectual Property Rights;
(iii)
will
not and do not violate the privacy, publicity, or other rights of
third parties or any other law, statute, ordinance or regulation;
(iv)
will
not and do not misrepresent the source of the Customer Inputs;
(v)
will
not and do not misrepresent Customer’s identity in any way; and
(vi)
will
not and do not contain any viruses, Trojan horses, spyware, malware,
worms, time bombs, cancelbots, or other disabling devices or other
harmful component intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal
information.
(d)
Customer
hereby grants to Greenshades a non-exclusive, royalty-free, license,
to access, use, and copy, the Customer Inputs solely as necessary in
connection with its provision of the Services and Greenshades
Products and for Greenshades to create and use Greenshades Analytics.
Customer agrees that Greenshades may use Greenshades Analytics for
any Greenshades business purpose.
7.3
Representations.
Customer represents, warrants and covenants that it has, and will
have during the Term, the legal right and authority to provide
Greenshades with access to, use of, and license to the Systems and
the Customer Inputs as set forth in this Agreement, and such access,
use, and license will not cause a breach of any third-party
agreement, violate any right of a third party, or any Applicable Law.
Without limiting the generality of the foregoing, Customer
represents, warrants, and covenants that all times during the Term,
it will have obtained all (a) consents reasonably necessary for
Greenshades to access and use the Systems and the Customer Inputs as
set forth herein and (b) licenses reasonably necessary for
Greenshades to access and use any software included in the Systems.
7.4
Security
and Access Credentials.
(a)
Customer
agrees that it plays a significant role in maintaining the security
and confidentiality of Customer Inputs. The Greenshades Products
include various security options, and Customer is solely responsible
for the level of security it chooses. Customer agrees that it has
carefully reviewed the security levels available and has determined
that the security levels it has chosen are sufficient and reasonable
based on Customer’s security risk profile, its business, and
the nature of the Greenshades Products.
(b)
Customer
agrees to: (i) implement and maintain an appropriate information
security program consistent with all applicable laws and sufficient
to safeguard Access Credentials and Customer’s use of the
Greenshades Products; (ii) train its Users regarding information
security and maintaining the confidentiality of Access Credentials,
including without limitation training on phishing and other actions
by malicious actors to obtain Access Credentials without
authorization; (iii) safeguard, and ensure that all Users safeguard,
the devices, computers, and networks used to access the Greenshades
Products and safeguard all Access Credentials, including without
limitation by keeping such devices, computers and networks free of
viruses and other malicious software; (iv) keep its Access
Credentials secure and confidential and not to allow any of
Customer’s Users to provide their Access Credentials to anyone
else; and (v) not permit others to use Customer’s Access
Credentials.
(c)
Greenshades
shall have no liability to any person for any damages or other losses
suffered by Customer (or any employee or agent of Customer) related
to: (i) any use of Customer’s Access Credentials resulting from
Customer’s failure to safeguard the Access Credentials;
(ii) any malicious software operating on Customer’s
computer system (e.g., keylogging programs); and (iii) any response
by Customer (or any employee or agent of Customer) to any phishing
scam or spoof website, or to similar malicious activity by a third
party.
(d)
Customer
will notify Greenshades immediately if it learns of any unauthorized
use of any Access Credentials or any other known or suspected breach
of security. Greenshades reserves the right, in its sole discretion
and without liability to Customer or its Users, to take any action
Greenshades deems necessary or reasonable to ensure the security of
the Greenshades Products and Customer’s Access Credentials and
account, including terminating Customer’s access or the access
of any of Customer’s Users, changing passwords, or requesting
additional information to authorize activities related to Customer’s
account.
(e)
Customer
may receive from the Greenshades Products ACH deposit files or other
data that Customer will deposit or otherwise process independently of
the Greenshades Products. Customer is solely responsible for
maintaining the security, integrity and confidentiality of all such
deposit files and data.
8.
Fees
and Payment
8.1
Fees.
Customer will pay to Greenshades or Greenshades Business Partner the
fees set forth in each applicable Order in accordance with the
payment schedule set forth therein. Unless otherwise specified in the
Order, payment must be received prior to Greenshades providing
Customer with use and access to the Greenshades Products and all
invoices issued by Greenshades will be due and payable fifteen (15)
days after date listed upon the applicable Order. All fees are
nonrefundable, except as expressly otherwise set forth herein, and
will be paid in U.S. dollars and exclude all applicable sales, use,
and other taxes. Customer agrees that Greenshades may, in its
discretion: (a) charge greater fees for payments based on the date
payment is received, as disclosed on the invoice, (b) add late fees
for late payments, and/or (c) charge Customer interest for payments
that are not paid when due, up to the maximum rate permitted by law.
8.2
Electronic
Funds Authorization.
Customer agrees that Greenshades in its discretion may require
payment of some or all fees by use of credit cards, ACH or other
electronic funds transfer mechanism (“Electronic
Payment Information”).
Customer also agrees that Greenshades may require Electronic Payment
Information and may use such Electronic Payment Information to
complete payment at the time payment is due or if Customer is late in
payment. If Electronic Payment Information is required by
Greenshades, Customer agrees to maintain current Electronic Payment
Information on file with Greenshades or Greenshades’ payment
processor. Notwithstanding anything to the contrary herein,
Greenshades reserves the right not to deliver invoices to Customer
for payments required to be made with Electronic Payment Information.
8.3
Renewals.
Except as otherwise provided in an applicable Order, Greenshades or
the Greenshades Business Partner shall invoice Customer prior to the
end of the Initial Term or any Renewal Term for an amount equal to
the then-standard fees charged by Greenshades to similarly situated
customers for use of the Greenshades Product (a "Renewal
Fee").
Any Renewal Fee shall be due and payable from Customer to Greenshades
or the Greenshades Business Partner prior to the start of the
upcoming Renewal Term.
8.4
True-Ups.
Greenshades shall review Customer’s usage of licensed
Greenshades Product and Services on a monthly basis throughout the
Term. If Customer has exceeded its permitted licensed usage,
generally the Universal Employee Count, within the Lookback Period
ending on the final day of the prior month, Customer will be billed
for excess usage at the listed price at the time of the overage.
Customer will be billed for this increased usage on all subsequent
renewals unless a Universal Employee Count review is requested in
writing by the Customer.
8.5
Taxes.
Customer
will make all payments to Greenshades free and clear of, and without
reduction for, any withholding taxes; any such taxes imposed on
payments of fees to Greenshades will be Customer’s sole
responsibility, and Customer will provide Greenshades with official
receipts issued by the appropriate taxing authority, or such other
evidence as Greenshades may reasonably request, to establish that
such taxes have been paid.
9.
Confidentiality
9.1
Confidential
Information. “Confidential
Information”
means all information and materials disclosed by or on behalf of a
party (the “Disclosing
Party”)
to the other party (the “Receiving
Party”),
whether orally or in writing, that are designated as confidential,
either marked in writing where possible, or identified as such and
confirmed in writing, or that reasonably should be understood to be
confidential given the nature of the information and the
circumstances of disclosure. Confidential Information of each party
shall include the terms of any Order, as well as business and
marketing plans, technology and technical information, product plans
and designs, and business processes disclosed by such party.
For the avoidance of doubt, the Greenshades Products and the
Greenshades Technology constitutes Confidential Information of
Greenshades.
9.2
Protection
of Confidential Information. The
Receiving Party will not use any Confidential Information of the
Disclosing Party for any purpose not expressly permitted by this
Agreement and, except as expressly specified otherwise in this
Agreement, will disclose Confidential Information of the Disclosing
Party only to the employees and contractors of the Receiving Party
who have a need to know such Confidential Information for purposes of
this Agreement and who are under a duty of confidentiality no less
restrictive than the Receiving Party’s duty hereunder.
9.3
Security.
(a)
Greenshades
agrees that it will maintain an information security program with
administrative, technical, and physical security safeguards that are
deemed appropriate by Greenshades and that comply with all applicable
laws. Greenshades’ security program will include a security
awareness program covering, at a minimum: (i) annual training of
employees on security and safe computing practices, and (ii) monthly
training and testing on social engineering attacks.
(b)
Greenshades
maintains servers that store Customer Inputs in a secured and alarmed
facility housed separately from the Greenshades main work site.
Greenshades employees shall access these servers remotely and the
only persons with physical access to the servers will be those
employees with a legitimate business need to have such access.
Additionally, Greenshades stores Customer Inputs in Microsoft
Azure data centers, which maintain rigorous physical security
controls. Customer Inputs stored in a Microsoft Azure data center are
encrypted with a security key that is unknown to Microsoft.
Greenshades reserves the right to switch to data centers in a
different cloud service, so long as the above standards are met.
(c)
Each
workstation at Greenshades’ main work site shall be assigned to
a specific employee, password protected using commercially reasonable
standards, and virus protected. Access to the main work site of
Greenshades shall be monitored and limited by keycard access.
After-hours access shall be monitored and restricted to those
employees with a legitimate business need.
(d)
Greenshades
shall conduct employment reference checks and background
investigations on all of its employees. The
data analyzed in these background checks shall include the
following:
i.
history
of criminal convictions and dishonest or violent behavior, relating
to suitability for employment;
ii.
employment
history and abilities;
iii.
address
history;
iv.
social
security number scans;
v.
civil
court filings; and
vi.
professional
or personal references when required for the individual role.
This
information will be sought at the commencement of employment and at
other times during employment, such as following security infractions
or other incidents. Additionally, all Greenshades employees with
access to Customer Inputs will undergo an additional extensive
background check, which includes a credit check.
(e)
Only
those employees of Greenshades that have passed the screening
referenced in Section 9.3(d), and whose job requires access to
particular Customer Inputs will be given access to such Customer
Inputs.
9.4
Use
of Customer Name and Logo.
Customer
agrees that Greenshades may use Customer’s name and logo, and
any results of Customer surveys, in connection with Greenshades
marketing activities, including without limitation on Greenshades’
web site. Further, Greenshades may develop a press release announcing
the relationship contemplated by this Agreement. Customer will review
the press release and, upon Customer’s approval, Greenshades
will both issue the release and promote the release via Greenshades’
company blog and other social media accounts.
9.5
Injunctive
Relief. Both
parties acknowledge and agree that the Disclosing Party may be
irreparably harmed by any violation of this Section 9.
Therefore, in the event of a breach, the disclosing party shall be
entitled, in addition to all other rights and remedies available at
law or in equity, to seek (a) an injunction restraining such breach,
without being required to show any actual damage or to post security
or other bond; or (b) a decree for specific performance of the
applicable provision of this Agreement.
9.6
Survival.
Notwithstanding
the termination or expiration of this Agreement, the obligations of
the Receiving Party, with respect to the Confidential Information of
Disclosing Party, shall be in full force and effect as follows: (a)
in the case of any information or materials that constitute a trade
secret within the meaning of Applicable Law, for as long as such
information and materials remain as a trade secret, or (b) in the
case of any other information or materials, during the term of this
Agreement and for five (5) years following the termination or
expiration of this Agreement.
9.7
Exceptions.
The
Receiving Party’s obligations under this Section 9 will not
apply to any portion of the Disclosing Party’s Confidential
Information if the Receiving Party can document that such
information: (a) was already lawfully known to the Receiving Party at
the time of disclosure by the Disclosing Party; (b) is disclosed to
the Receiving Party by a third party who had the right to make such
disclosure without any confidentiality restrictions; (c) is, or
through no fault of the Receiving Party has become, generally
available to the public; or (d) was independently developed by the
Receiving Party without use of or reference to the Disclosing Party’s
Confidential Information. In addition, the Receiving Party will
be allowed to disclose Confidential Information of the Disclosing
Party to the extent that such disclosure is (i) approved in writing
by the Disclosing Party or (ii) required by law or by the order of a
court or similar judicial or administrative body, provided that the
Receiving Party, as permitted by Applicable Law, promptly notifies
the Disclosing Party of such required disclosure in writing and
cooperates with the Disclosing Party, at the Disclosing Party’s
reasonable request and expense, in any lawful action to contest or
limit the scope of such required disclosure. Customer also
agrees and acknowledges that Greenshades may disclose Customer
Confidential Information: (1) to offer additional product or services
to Customer or Users, unless Customer has opted out of such
offerings; (2) in connection with third-party integrations required
or opted in by Customer in connection with the Greenshades Products;
and (3) to collect fees due and in connection with disclosure of
Customer’s payment history to credit reporting agencies and to
supply vendor references on Customer’s behalf.
9.8
Return
of Confidential Information. Subject
to Section 13.6, the Receiving Party will return to the Disclosing
Party all Confidential Information of the Disclosing Party in the
Receiving Party’s possession, or permanently erase all
electronic copies of such Confidential Information, promptly upon the
written request of the Disclosing Party, unless required by law to
maintain a copy of such Confidential Information. In addition, the
Receiving Party will have no obligation to delete Confidential
Information stored within routine backup files.
10.
Warranties.
10.1
Warranties
by Both Parties. Each
party represents and warrants that: (a) it has full power and
authority to enter into and perform this Agreement; and (b) that it
will perform its obligations or exercise its rights hereunder in
conformance with all Applicable Laws, including, without limitation,
those related to privacy and data security. For clarity, Customer
represents and warrants that Customer shall comply with all
applicable local, state, national, and foreign laws in connection
with its use of the Greenshades Products.
10.2
Greenshades
Products Warranty. Greenshades
warrants to Customer that during the Term of the Agreement, the
Greenshades Products will substantially perform the functions
described in the then-current version of the Documentation when used
and/or accessed in accordance with the terms of this Agreement and
the Documentation. Customer shall provide Greenshades with
prompt notice of any claim under this warranty and, if applicable,
provide Greenshades with reasonable assistance required for
Greenshades to identify and reproduce any performance issues with the
Greenshades Products. Customer’s sole and exclusive
remedy for a breach of this warranty shall be that Greenshades shall
be required to use commercially reasonable efforts to provide
corrections or provide reasonable workarounds for any noncompliant
Greenshades Products. If Company is not able to cure such
breach within a reasonable time (not less than ninety (90) days from
the date of written notification of the breach), then Customer may,
as its sole and exclusive remedy for such breach, terminate this
Agreement.
10.3
Greenshades
Services Warranty. Greenshades
represents and warrants that the Services shall be performed in a
professional manner using qualified personnel. Customer’s
sole and exclusive remedy for a breach of the foregoing warranty
shall be for Greenshades to use commercially reasonable efforts to
reperform the Services. If Greenshades is not able to cure such
breach within a reasonable time (not to be less than sixty (60) days
from the date of written notification of the breach), then Customer
may, as its sole and exclusive remedy for such failure, terminate
such Services.
10.4
Specific
Disclaimers.
Customer acknowledges that Greenshades does not provide legal, human
resources, accounting, or tax advice or opinions and that Customer’s
use of the Greenshades Products and Services does not create any
fiduciary obligations on the part of Greenshades to Customer.
Although Greenshades strives to ensure that data and information
contained in and produced by the Greenshades Products and Services
are current and accurate, Greenshades is dependent on third parties,
including but not limited to, state and local governmental agencies
to timely update and provide information that affect such data and
information. AS
SUCH, CUSTOMER AGREES THAT IT USES AND RELIES UPON THE GREENSHADES
PRODUCTS AND SERVICES AT ITS OWN RISK AND ACKNOWLEDGES THAT
GREENSHADES CANNOT AND DOES NOT GUARANTEE THAT ANY DATA AND
INFORMATION CONTAINED IN OR PRODUCED BY THE GREENSHADES PRODUCTS AND
SERVICES ARE ACCURATE, COMPLETE, CURRENT, OR CORRECT.
In addition, due among other reasons to rapidly changing rules and
regulations that require interpretation by qualified professionals,
Customer bears full responsibility to determine the applicability of
the output generated by the Greenshades Products and to confirm its
accuracy. Customer will notify Greenshades of any error or
omission discovered by Customer in such output, and any discrepancy
between the Customer Inputs and Customer’s internal records.
Customer shall conduct due diligence and seek the assistance of
qualified counsel, accounting professionals, and other professionals
on matters requiring professional advice.
10.5
Disclaimer
of Warranty. Except
for the express warranties in this section 10, Greenshades makes no
other representations or warranties, whether, express, implied, or
statutory, including without limitation regarding the greenshades
products, Services, the Documentation, the Greenshades Technology or
otherwise with respect to the subject matter of this Agreement and
expressly disclaims the implied warranties of merchantability,
fitness for a particular purpose, title, and noninfringement of
third-party rights as well as any warranty arising from course of
dealing or usage of trade.
Except
as expressly set forth herein, Each Greenshades Product is provided
“as-is” and “as available”.
Greenshades
shall not be responsible for ensuring and does not represent or
warrant that: (a) the Greenshades Products will meet Customer's
business requirements; (b) the Greenshades Products will be
error-free or uninterrupted or that the results obtained from its use
will be accurate or reliable; or (c) all deficiencies in the
Greenshades Products can be found or corrected. Greenshades will not
be responsible for: (i) any failure to meet a warranty provided in
this Section 10 due to actions or omissions by Customer or any User,
or due to any System or infrastructure used to access or use the
Greenshades Products; (ii) loss or corruption of data; or (iii) the
inability of Customer to access or interact with any other service
provider through the Internet, other networks or users that comprise
the Internet or the informational or computing resources available
through the Internet.
11.
Indemnification.
11.1
Greenshades
Indemnity.
Greenshades
shall defend, indemnify, and hold harmless Customer and its officers,
directors, and employees from and against any third party claims,
suits, or proceedings (“Claims”)
and any losses, expenses, costs, or damages related thereto,
including reasonable attorneys’ fees, brought against Customer
or its officers, directors, or employees by a third party contending
that Customer’s use of the Greenshades Products in accordance
with the Documentation infringes any Intellectual Property Rights of
such third party and shall pay all damages finally awarded by a court
of competent jurisdiction or agreed to by Greenshades in settlement
of the Claim. In the event that the Greenshades Products or any
part thereof is likely to, in Greenshades’ sole opinion, or
does become the subject of an infringement-related Claim, and
Greenshades cannot, at its option and expense, procure for Customer
the right to continue using the Greenshades Products, or any part
thereof, or modify the Greenshades Products, or any part thereof, to
make them non‑infringing, then Greenshades may terminate this
Agreement with notice to Customer and will provide the Customer with
a refund of any pre-paid fees for the remaining portion of the Term.
Greenshades shall have no liability for any Claim or demand arising
from (a) the use or combination of the Greenshades Products or
any part thereof with software, hardware, or other materials not
developed by Greenshades if the Greenshades Products or use thereof
would not infringe without such combination; (b) modification of the
Greenshades Products by a party other than Greenshades, if the use of
unmodified Greenshades Products would not constitute infringement;
(c) a use of the Greenshades Products by Customer or any User in a
manner outside the scope of any right granted herein or not in
accordance with the Documentation if the claim would not have arisen
but for such breach or unauthorized use; (d) an allegation made
against Customer arising out of or related to the Systems or Customer
Inputs; or (e) an allegation made against Customer prior to the
execution of this Agreement or any allegation based upon any action
by Customer prior to the execution of this Agreement. The
foregoing states Greenshades’ entire liability and Customer’s
exclusive remedy with respect to any alleged or actual infringement
of intellectual property rights.
11.2
Customer
Indemnity.
Customer
shall defend, indemnify, and hold harmless Greenshades, its
affiliates, employees, officers, and directors harmless from and
against any loss, expense, cost, or damage (including reasonable
attorneys' fees) incurred in connection with Claims (a) made or
brought against Greenshades by a third party alleging that any
Customer Input infringes the Intellectual Property Rights of, or has
otherwise harmed, a third party; (b) based upon Customer’s use
of the Greenshades Products; or (c) based on any failure or alleged
failure of the Customer to comply with any Applicable Law. The
Customer indemnification obligations in this Section 11.2 shall not
apply to the extent of Greenshades’ liability for any Claim
under Section 11.1.
11.3
Indemnification
Process.
The
party seeking indemnification will promptly notify the other party of
the claim and cooperate in defending the claim. Failure to
provide timely notice or reasonable assistance will relieve the
indemnifying party of its obligations under this Section 11 to the
extent the indemnifying party has been materially prejudiced.
The indemnifying party will have full control and authority over the
defense, including appeals, negotiations, and any settlement, except
that (a) it may not make an admission of fault on behalf of the other
party without such party’s written consent, (b) any settlement
requiring the party seeking indemnification to admit liability
requires prior written consent, not to be unreasonably withheld or
delayed, and (c) the other party may join in the defense with its own
counsel at its own expense.
12.
Limitation
of Liability.
12.1
Limitation
of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID
BY CUSTOMER UNDER THE ORDER GIVING RISE TO SUCH LIABILITY DURING THE
TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CAUSE OF ACTION
AROSE, PROVIDED, HOWEVER, THAT IF THE CAUSE OF ACTION DOES NOT ARISE
UNDER A SPECIFIC ORDER, THEN SUCH LIABILITY SHALL NOT EXCEED THE
AMOUNTS RECEIVED BY GREENSHADES UNDER THIS AGREEMENT IN THE SIX MONTH
PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH CAUSE OF
ACTION. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER
INCIDENT AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S
REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
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.
12.2
Exclusion
of Consequential and Related Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD
PARTY FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF
BUSINESS, LOSS OF OPPORTUNITY OR GOODWILL, LOSS OF, DAMAGE TO, OR
CORRUPTION OF DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED,
WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE)
OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE
WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.
12.3
Exclusions.
The foregoing limitations shall not apply to (i) amounts payable by
Customer to Greenshades under this Agreement or (ii) liability
arising from indemnification obligations set forth in Section 11.
12.4
Allocation
of Risk.
Each party acknowledges that the fees set forth in this Agreement
reflect the allocation of risk between the parties and that the other
party would not enter into this Agreement without these limitations
on its liability.
13.
Term
and Termination.
13.1
Term.
The
Agreement shall commence on the Effective Date and shall continue for
the term or period of time set forth in the applicable Order (the
“Initial
Term”).
Except as otherwise provided in an applicable Order, unless a party
gives the other party notice of termination at least thirty (30) days
prior to the end of the current Term, the Agreement shall
automatically extend for successive one-year periods (each a "Renewal
Term").
“Term”
means, collectively, the Initial Term and all Renewal Terms.
13.2
Termination.
Either party may terminate this Agreement if the other party
materially breaches this Agreement and fails to cure such breach
within thirty (30) days after receiving notice in writing of such
breach. In addition, Greenshades may terminate this Agreement
if Customer fails to pay any amounts due hereunder and does not cure
such failure within five (5) days after receiving notice in writing
of such failure. For clarity, each Order has its own Term, and
termination of the Agreement with respect to an Order does not
terminate other Orders agreed by the parties.
13.3
Termination
Provisions for Employment and Income Verification Services.
Greenshades or Customer may, in its sole discretion, terminate the
Employment and Income Verification Services, as set forth in Section
6, at any time upon 90 days prior written notice to the other party.
13.4
Effect
of Termination. Termination
shall not relieve Customer of the obligation to pay any fees accrued
or payable to Greenshades prior to the effective date of termination.
In the event of termination by Customer pursuant to Section 10.2,
10.3 or 11.1, promptly after the effective date of such termination,
Greenshades shall refund to Customer on a pro-rata basis any prepaid
fees paid by Customer for Services or Greenshades Products not
provided as of the effective date of termination.
13.5
Suspension.
At any time during the Term, Greenshades may immediately, and with
prompt notice to Customer, suspend its performance under this
Agreement or may suspend any and all Users’ access to the
Greenshades Cloud Services, in Greenshades’ sole reasonable
discretion, for any of the following reasons: (a) a reasonable threat
to the technical security or technical integrity of the Greenshades
Cloud Services exists as determined by Greenshades in its sole and
absolute discretion; provided that Greenshades promptly recommences
performance upon the cessation of the threat, or (b) Customer is in
violation of any of its obligations set forth in Section 7.
13.6
Rights
and Obligations Upon Expiration or Termination.
Upon
expiration or termination of this Agreement, Customer’s and its
Users’ right to access and use the Greenshades Products will
immediately terminate, and Customer and its Users will immediately
cease all use of the Greenshades Products.
13.7
Data
Deletion and Retention.
If Greenshades stores Customer Inputs as part of this Agreement,
Greenshades shall have the right to retain such Customer Inputs for
up to twelve (12) months after termination of this Agreement;
provided, however, if Greenshades
receives, no later than thirty (30) days after the termination of
this Agreement, a written request for the delivery to Customer of the
then‑most recent copy of core Customer Inputs, or for
destruction of Customer Inputs, Greenshades will use reasonable
efforts to deliver core Customer Inputs to Customer and/or destroy
Customer Inputs within thirty (30) days of its receipt of such
written request. After thirty (30) days after the termination
of this Agreement, Greenshades shall have the right to destroy
Customer Inputs in its possession or control. The term “core
Customer Inputs” as used in this Section means a subset of
Customer Inputs (such as employee roster) that Greenshades determines
in its discretion are the key Customer Inputs associated with a
Greenshades Product.
13.8
Survival.
Sections
1, 4.1, 8, 9, 10.4, 10.5, 11, 12, 13, and 14 shall survive any
termination or expiration of this Agreement.
14.
General.
14.1
Governing
Law; Jurisdiction.
This Agreement and any action related hereto will be governed by and
construed in accordance with the laws of the State of Florida,
without reference to conflicts of laws provisions. Any dispute with
respect to this Agreement or matters relating to this Agreement will
be brought and heard either in the Florida state courts located in
Duval County, Florida, or the federal district court for the Middle
District of Florida located in Jacksonville, Florida. In such event,
the parties to this Agreement each consent to the in personam
jurisdiction and venue of such courts, which venue shall be the sole
and exclusive venue for any dispute relating to this Agreement.
14.2
Severability.
If
any provision of this Agreement is, for any reason, held to be
invalid or unenforceable, the other provisions of this Agreement will
remain enforceable and the invalid or unenforceable provision will be
deemed modified so that it is valid and enforceable to the maximum
extent permitted by law.
14.3
Waiver;
Remedies. 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. Other than as expressly stated
herein, the remedies provided herein are in addition to, and not
exclusive of, any other remedies of a party at law or in equity.
14.4
Entire
Agreement.
To the maximum extent permitted by Applicable Law, this Agreement
constitutes the entire agreement between the parties as to its
subject matter, and supersedes all previous and contemporaneous
agreements, proposals or representations, written or oral, concerning
the subject matter of this Agreement. No modification,
amendment, or waiver of any provision of this Agreement shall be
effective unless in writing and signed by the party against whom the
modification, amendment, or waiver is to be asserted.
14.5
Attorney’s
Fees. Customer
shall pay on demand all of Greenshades’ reasonable attorney
fees and other costs incurred by Greenshades to enforce this
Agreement or to collect any fees or charges due Greenshades under
this Agreement following Customer’s breach of its payment
obligations under this Agreement.
14.6
No
Assignment. Neither
party will assign, subcontract, delegate, or otherwise transfer this
Agreement, or its rights and obligations herein, without obtaining
the prior written consent of the other party, and any attempted
assignment, subcontract, delegation, or transfer in violation of the
foregoing will be null and void; provided, however, that either party
may assign this Agreement without such consent in connection with a
merger, acquisition, reorganization, or change of control, including
without limitation a sale of all or substantially all of its assets,
stock or business to which this Agreement relates. The terms of
this Agreement will be binding upon the parties and their respective
successors and permitted assigns.
14.7
Force
Majeure. Any
delay in the performance of any duties or obligations of either party
(except the payment of money owed) will not be considered a breach of
this Agreement if such delay is caused by a labor dispute, shortage
of materials, fire, earthquake, flood, failure of an internet
service, hosting or cloud provider, or any other event beyond the
control of such party, provided that such party uses reasonable
efforts, under the circumstances, to notify the other party of the
cause of such delay and to resume performance as soon as possible.
14.8
Independent
Contractors. Greenshades’
relationship to Customer is that of an independent contractor, and
neither party is an agent or partner of the other. Neither
party will have, and neither party will represent to any third party
that it has, any authority to act on behalf of the other.
14.9
Notices.
All
notices under this Agreement shall be in writing. All notices
shall be given (i) by delivery in person (ii) by a nationally
recognized next day courier service, (iii) by first class, registered
or certified mail, postage prepaid, return receipt requested or (iv)
by electronic mail to the address of the party specified in the
Order, provided that there is confirmation of receipt. All
notices shall be effective upon receipt by the party to which notice
is given. Each party may change its address for receipt of notice by
giving notice of such change to the other party.
14.10
Third
Party Beneficiaries. Nothing
in this Agreement, express or implied, is intended to confer on any
person or entity other than the parties hereto, any benefits, rights
or remedies.