Administry Terms of Use

June 8, 2017

Guidelines for the Collection of Client Personal Information

  1. Collect only information that is essential for fulfilling a client request. Administry provides a default Client Information Form (CIF), and it is strongly advised that agencies use it exclusively to collect personal information from clients. By choosing to collect additional data from clients not explicitly requested on the CIF, your agency becomes solely responsible for protecting that data, and agrees to absolve Administry of any liability, material or otherwise, in the event that data is compromised or misused. Gross or repeated failure to abide by this policy may result in the suspension of a user’s or an agency’s account on Administry.
  2. Clients must be informed of their privacy rights, including how their information will be collected, stored, and used. Administry provides a default Client Confidentiality Form (CCF), and it is strongly advised that agencies use it to notify clients of their rights and to record their consent. If your agency and/or its representatives choose not to use the Administry default CCF to perform these functions, your agency becomes solely responsible for informing clients of their privacy rights and recording their consent, and thereby absolve Administry from any liability, material or otherwise, stemming from a failure to properly notify clients of their rights.
  3. NEVER store social security numbers, credit card numbers, bank account information, or other sensitive data in Administry. Optionally, social security numbers may be verified using Adminstry’s Social Security Number Verification Tool. Account numbers for utility payments, etc. should only be added in the appropriate pledge request fields.
  4. Notes are not private. Any information added to a client note is viewable by other users within the same agency. If your agency chooses to share data with partner agencies, notes may be viewable outside your agency as well. Never add confidential, medical, financial, or other sensitive information to client notes.
  5. Ensure pledge information is entered correctly. Ensure all account numbers, names, addresses and pledge amounts are entered correctly into Administry. Administry is not responsible for pledges entered improperly, whether the result of error or malice. It is solely the responsibility of users with administrative rights to verify agency pledges are recorded correctly.
  6. Do not use client data for any other purpose than fulfilling assistance requests initiated by clients. It is a violation of Administry policy to view, save, download, or share client contact information, pledge history, or other personally-identifiable information (PII) except for the sole purpose of evaluating and/or fulfilling requests for assistance initiated by a client. Violations will result in suspension of user’s or agency’s account on Administry.
  7. Do not falsify information. Users may not intentionally enter inaccurate data or delete/edit accurate data. Doing so may result in a suspension of user’s or agency’s account on Administry.

 

Full Terms of Use

This SaaS Agreement is entered into on the date you (“Subscriber”) signed up for Administry.io services (the Effective Date”), and is between Subscriber and Willard Solutions, LLC, a Missouri limited liability company, (“Licensor”). For purposes of this agreement, Subscriber and Licensor each will be referred to individually as a “Party” and together as the “Parties.” If you are entering into this agreement on behalf of a company, you represent you are over the age of 18, have complete authority to enter into this agreement on behalf of your company, and you are not a direct competitor of ours. The term “Subscriber” means the entity or person responsible for the account established pursuant to this agreement and each user accessing the service by means of a valid account established by Subscriber. If you are entering into this agreement on behalf of a company, the term Subscriber means all employees of your company who are given access to the service. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

  1. Definitions. As used in this agreement:
    a. “Agreement” shall mean these terms and conditions, the Order Form, and any written amendments signed by both parties;
    b. “Application” shall mean either the Licensor-developed application used by Subscriber for the Service hereunder;
    c. “Authorized Users” shall mean Subscriber’s employees, volunteers, and independent contractors working for Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this agreement; and (ii) are specifically authorized by Subscriber to access the Service;
    d. “Billing Start Date” shall mean the date identified on the Order Form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below);
    e. “Client Data” means any of Subscriber’s customer’s or other individual’s personal data, credit data, biometric data, transaction data, system data, or other data, information, or material that Subscriber accepts, utilizes, processes, or collects from customers or individuals and/or submits to Licensor in the course of using the Service;
    f. “Display Devices” shall mean any display device used to access and display the Service;
    g. “Service” shall mean Licensor’s information applications subscribed to by Subscriber hereunder. Specifically, the specific edition of Administry.io, or other offerings developed, operated, and maintained by Licensor, or ancillary services rendered to Subscriber by Willard Solutions, to which Subscriber is being granted access under this agreement;
    h. “Service Start Date” shall mean the date from which Subscriber receives the applicable Service;
    i. “Fees” shall mean the fees payable pursuant to Section 3 hereof;
    j. “Office” shall mean the address(es) of Subscriber’s office(s) in which a Display Device is located;
    k. “Order Form” shall mean the attached Order Form that sets out the commercial terms and is executed by the Subscriber on Licensor’s website;
    l. “Term” shall mean the period identified in the Order Form, or any renewal term, as applicable.
  2. License to Receive the Service.
    a. Grant. Licensor hereby grants the Subscriber identified on the Order Form submitted via electronic subscription on Licensor’s website a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, via either a Vendor or the Feed, and display on Subscriber’s Display Devices within the United States, the Service, and to permit Agency’s Authorized Users to use the Service, subject to the terms and conditions of this agreement. All rights in the Service not expressly granted hereunder are reserved to Licensor.
    b. Scope. The license granted to Subscriber hereunder is limited to a single, authorized Application for the display and retrieval of the Service on an Authorized User’s desktop. The license does not extend to multiple applications for the display or retrieval of content within the Services. Subscriber shall have no right pursuant to this agreement to distribute the Service in whole or in part over the Internet, or via email or instant messaging (other than as set forth in Section 9), via an Intranet, personal digital assistant, wireless application protocol, short message service or radio system. Nothing in this agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.
    c. Subscriber Right to Backup. Subscribers with administrative rights may download, backup, modify, delete, or edit Subscriber’s Client Data and Subscriber’s agency data via the Admin menu at any time during the term of this agreement.
    d. Restrictions Use. Licensor reserves all rights not expressly granted to Subscriber. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not attempt to, directly or indirectly:
    i. License, grant, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or any part of its content in any way;
    ii. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
    iii. Modify, translate, adapt, alter, or create derivative works from the Service;
    iv. Copy, distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service;
    v. Use the Service to submit, store, transmit or process client data that is or may be:
    1. threatening, harassing, degrading, hateful, or intimidating;
    2. libelous or defamatory;
    3. fraudulent, tortious, or unlawful;
    4. obscene, indecent, or otherwise objectionable; or
    5. infringing on any person’s rights, any applicable laws, or Subscriber’s obligations to any third party;
    vi. Use the Service to improperly submit, store, transmit, process, or otherwise disclose client data;
    vii. Use the Service to submit, store, transmit, or process malicious code, worms, or viruses;
    viii. Interfere with or disrupt the integrity or performance of the Service or third-party content contained therein;
    ix. Access the Service in order to:
    1. build a competitive product or service;
    2. build a product or service using ideas, features, functions, or graphics similar to those of the Service; or
    3. copy any ideas, features, functions, or graphics of the Service; or
    x. Provide access to the Service to a third party who does or attempts to do any of the foregoing.
  3. Fees and Payment.
    a. Fees. In exchange for the license granted above, commencing on the Billing Start Date, Subscriber shall pay Licensor for the Term hereof the Fees, payable in advance, based on the Services and the number of Users identified in the Order Form, and on any other commercial terms contained in this agreement. Subscriber shall inform Licensor of any increases in the number of Users no later than seven (7) days after the date of such increase and the Order Form will be deemed amended accordingly.
    b. Late Payments. If Subscriber fails to pay the Fees by the due date specified on the invoice, Licensor shall be entitled to interest from the day on which the Fees are due. Both parties agree that the rate of interest on overdue invoices shall be 1.5 per cent per month. Licensor reserves the right to suspend or terminate this agreement and Subscriber’s access to the Service immediately if Subscriber’s account becomes delinquent or Subscriber is otherwise unable to provide proper payment. In the event Subscriber’s account is suspended as a result of non-payment, a $25.00 reactivation fee will be applied upon the reactivation of the account.
    c. Taxes. Subscriber will be responsible for, and will promptly pay or reimburse Licensor for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Licensor that is in accordance with the direction or request of Subscriber) that are based on or with respect to any Services or goods provided by Licensor to Subscriber, or the amounts payable to Licensor therefore.
  4. The Service.
    a. Use of the Service. Licensor will provide Subscriber with use of the Service, including a browser interface and data encryption, transmission, access, and storage in the edition selected by Subscriber in the Order Form.
    b. Availability of the Service. Licensor makes no guarantees as to the continuous availability of the Service or any specific features of the Service. Licensor may change or discontinue the Service or change or remove any features or functionality of the Service from time to time. If Subscriber does not agree to any such change, its only recourse is to terminate this agreement in accordance with the terms herein.
    c. Access to the Service.
    i. Licensor operates a web portal (“Portal”) to provide Subscriber with access to the Service, which will be available to Subscriber through the internet via a secured, password-protected computer interface or access code. Subscriber agrees to access the Portal at its own risk and that it is solely responsible for ensuring that the method of access, content and scope, and use of the Service is compatible with its own business needs and requirements.
    ii. Subscriber agrees that only the designated User(s) will be permitted to access the Services and that Subscriber is responsible for any unauthorized access. Subscriber assumes full responsibility that its User(s) abide by the terms and conditions of this agreement and agrees that any password or access codes are for use only by Subscriber and its designated User(s) and are strictly prohibited from being shared with other individuals or entities. Subscriber understands and agrees that the unauthorized sharing of passwords and/or access codes may result in the immediate suspension or termination of this agreement and Subscriber’s access to the Services. Users are specifically disallowed from sharing passwords with anyone. Passwords for individual user accounts may be reset via the Admin menu by users with administrative rights. Subscriber agrees to defend, indemnify, and hold harmless Licensor from any and all losses, costs, damages, liabilities, and expenses (to include reasonable attorney’s fees) incurred or arising from any cause of action relating to any breach of sections 4.a, 4.b, or 4.c.
    iii. Licensor will use commercially reasonable efforts to maintain the active status of the Portal, the Service, and any Hosting Server Provider computer servers, but Subscriber agrees that Licensor will not be liable for any loss, cost, damage, or expense resulting from or relating to Subscriber’s lack of access to the Portal or the Service.
    iv. Subscriber agrees that Licensor does not and will not provide Subscriber with hardware or software necessary for Subscriber’s access to the Portal or Service.
    d. Internet Delays. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Licensor is not responsible for any delays, failures, or other damage resulting from such problems.
  5. Support. Licensor shall provide support via email and telephonic requests. The Service may be unavailable from time to time for routine maintenance.
  6. Client Data.
    a. Client Data. Subscriber shall have the sole responsibility for accuracy, quality, integrity, legality, and appropriateness of any of its Client Data and agrees that any support provided by Licensor in the provision of the Services shall not be construed by Subscriber of the accuracy, quality, integrity, legality, or appropriateness of any of its Client Data.
    b. Subscriber Responsibilities. Licensor shall not be responsible or liable for: (i) the deletion, correction, destruction, and/or damage to any Client Data; or (ii) Subscriber’s collection, use, storage, transfer, or disclosure of Client Data.
    c. Disclosure and Use of Client Data. Licensor may disclose Client Data in the event of a reorganization, merger, sale, joint venture, assignment, or transfer of all or any portion of Licensor’s business. Licensor may, without notice, access, use, or preserve Subscriber’s account information and/or Client Data and disclose such information to law enforcement authorities, government officials, and/or any other party as Licensor reasonably believes necessary or appropriate. Licensor also reserves the right to notify the appropriate authorities, without notice, if Licensor reasonably believes Subscriber’s Client Data violates any applicable law. Subscriber agrees to hold Licensor harmless from and against any losses, costs, damages, liabilities, and expenses, and waives, to the extent permitted by law, any claims Subscriber or other third parties may have against Licensor, resulting from any disclosure, investigation, or act or omission of Licensor in the course of conducting or cooperating with an inspection as set forth in this section. Subscriber further agrees to keep the fact and details of any such inspection confidential, unless Subscriber is compelled by applicable law to disclose such fact or details.
  7. Audits and Inspections. For the purpose of verifying compliance with this agreement, Licensor (and Licensor’s authorized representatives) shall have the right, without material disruption to Subscriber’s business, to audit and inspect from time to time Subscriber’s records relevant to the Service and to observe the use made of the Service and the manner in which each Display Device accesses the Service. If Licensor’s records pursuant to this Section or otherwise indicate that (i) more Users are accessing the Service than Subscriber has paid for, or (ii) more Services are being accessed by Users than Subscriber has been billed for, Subscriber shall pay Licensor the shortfall in Fees retrospectively to the date of the applicable increase. If such underpayment exceeds 5 per cent of the Fees due during the relevant period, Subscriber shall reimburse Licensor for Licensor’s reasonable costs associated with such audit or inspection.
  8. Intellectual Property Protection; Use Restrictions; Security. Subscriber agrees that the Service and Feed specifications, including without limitation the editorial coding and metadata contained therein, are the property of Licensor or Licensor’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Subscriber agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber’s business may be Authorized Users. Subscriber shall not reverse engineer, decompile or disassemble any part of the Service. This agreement is not a sale and does not convey to Subscriber any rights of ownership in or related to the Service, the SaaS technology, the Content or Intellectual Property rights owned by Licensor. Subscriber acknowledges and agrees that except as specifically provided under this agreement, no other right, title, or interest in these items is granted.
  9. Disclaimer. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LICENSOR DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
  10. Indemnification.
    a. Subscriber Infringement Indemnity. Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor’s use of any Subscriber Content that Subscriber provides to Licensor and Licensor uses in the provision of any Services.
    b. Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Subscriber Claim”) by way of Subscriber’s use of the Service that Licensor provides to Subscriber.
  11. Limitation of Liability. LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS AGREEMENT BY SUBSCRIBER.
  12. Term; Early Termination. This agreement shall become effective when Subscriber signs the Order Form and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the period specified in the Order Form. This agreement shall automatically renew for subsequent like terms unless either party gives the other written notice of its intention not to renew no later than sixty (60) days prior to the end of the then-current term. For the avoidance of doubt: (i) in the event Subscriber executes the Order Form after the Billing Start Date then this agreement will be deemed effective from the Billing Start Date, and (ii) in the event Subscriber receives the Service before the Order Form is executed, then this agreement shall be deemed effective from the Service Start Date. Modifications in any ongoing Fees in connection with direct access to a Feed shall be communicated to Subscriber no later than ninety (90) days prior to their effective date, and such modified Fees shall be deemed to replace those previously stated in the Order Form. This agreement may be terminated as follows: (a) if either party commits a breach of any provision of this agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof by the non-breaching party (“Notice of Breach”), the party giving such notice may then deliver a second written notice to the breaching party terminating this agreement, in which event this agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either party or if either party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect. If this agreement is terminated before the end of its then current term for any reason other than by Subscriber under Clause 14 (a) or (b), then Subscriber will pay to Licensor as liquidated damages the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term (“Liquidated Damages”) within 30 days after such termination. The parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this agreement. Notwithstanding anything to the contrary contained in this agreement, if Subscriber receives any notice of late payment under this agreement in any form, written or electronic, from Licensor including any business division (e.g., Licensor’ Credit Department), such notice will be deemed to be a Notice of Breach.
  13. Confidentiality. Subscriber and Licensor understand and agree that in the performance of this agreement each party may have access to private or confidential information of the other party which either is marked as “confidential” or the receiving party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving party or becomes known to the receiving party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any Confidential Information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving party will provide notice to the disclosing party reasonably sufficient to allow the disclosing party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either party elects to file this agreement with the U.S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing party will provide the non-filing party, no less than five (5) business days before the expected date of the filing (the “Filing Date”), a copy of the agreement marked to show the sections for which the filing party plans to seek confidential treatment. The filing party agrees to expand its confidential treatment request to include those provisions of this agreement reasonably indicated by the non-filing party before the Filing Date as provisions for which the non-filing party requests confidential treatment. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this agreement shall be made without the prior consent of the other party.
  14. Limited Sharing of Aggregate Data with approved organizations.
    Willard Solutions may, from time to time, share aggregated, anonymous data with outside organizations. All such data will be provided strictly for non-commercial use, and solely for the purpose of education, non-profit/non-partisan research, or at the specific request of bona-fide umbrella organizations such as community organizations or religious-based denominational offices. Data will never be sold, bartered, traded, or exchanged for monetary compensation or other commercial purposes without the explicit consent of authorized agency representatives. Examples of data that may be shared include total dollars pledged, demographic breakdowns of clients served, etc. No personally-identifiable information will ever be shared. Agencies may opt-out of allowing data to be included in such reports by submitting written notice to Willard Solutions. Agencies may also periodically request a listing of all outside parties that have viewed aggregate data drawn from that agency’s activities.
  15. Miscellaneous.
    a. Notice. All notices to a party hereunder shall be in writing, and delivered by certified mail, return receipt requested, overnight courier service, or by facsimile with confirmation by the above described mailing methods to the address(es) set forth on the Order Form, or to a different address which a party may give written notice of pursuant to this Section from time to time. Notice will be deemed delivered and received on the date it is actually received.
    b. Amendment. This agreement may not be amended except in a writing executed by authorized representatives of Subscriber and Licensor.
    c. Assignment. This agreement is not transferable, assignable, delegable, or sublicenseable by Subscriber in whole or in part, without the prior written permission of Licensor. This agreement will be binding upon and inure to the benefit of the parties and their respective successors, trustees, administrators, and assigns.
    d. Survival. The following obligations of the parties will survive termination or expiration of this agreement for any reason: Sections 2, 3, 6 – 11, and 13 of this agreement and any payment obligations of Subscriber that accrue prior to such termination or expiration.
    e. Independent Contractor. Licensor is acting in performance of this agreement as an independent contractor.
    f. Binding Effect and Third-Party Beneficiary. Except if specifically stated in this agreement, neither party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other party. No third party is a beneficiary of this agreement.
    g. Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this agreement under this agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either party at any time to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter.
    h. Injunctive Relief. If Subscriber breaches Section 2 of this agreement, Licensor will be entitled, in addition to any other rights available under this agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and Subscriber acknowledges and agrees to not contest such application.
    i. Severability. If any provision or portion thereof of this agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.
    j. Choice of Law and Venue. This agreement, as well as any and all tort claims arising from this agreement or arising from any of the proposals, negotiations, communications or understandings regarding this agreement, will be governed by and construed in accordance with the laws of the State of Missouri, applicable to contracts made entirely within Missouri and wholly performed in Missouri, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this agreement will be an appropriate federal or state court located in Missouri.
    k. Force Majeure. Any failure or delay by Licensor in the performance of its obligations pursuant to this agreement will not be deemed a default or breach of the agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this agreement are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Licensor.
    l. Entire Agreement. This agreement contains the final and entire agreement of the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the agreement’s subject matter.

 

By signing up and using Willard Solutions software as a service, Subscriber agrees to the above terms and conditions which constitute a legally enforceable SaaS Agreement governing Subscriber’s use of the Service.

Last updated: October 12th, 2018