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Terms of Service

Last revised: September 2024

 

BY ACCESSING OR USING INCREDABLE’S SERVICES, YOU ARE AGREEING TO THESE TERMS OF SERVICE (THE “AGREEMENT”). THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE EARLIER OF: (A) THE DATE OF YOUR INITIAL ACCESS OR USE OF ANY SERVICES PROVIDED BY INCREDABLE; OR (B) THE DATE YOU EXECUTE A SERVICE AGREEMENT REFERRING TO THIS AGREEMENT. TO USE OR ACCESS ANY OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT TO BE BOUND BY THIS AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND A SERVICE AGREEMENT, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY. 

 

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICES. 

 

This Agreement is entered into by and between Practice Interactive, Inc., dba “Intiva Health”, a Texas corporation, with its principal business place at 1701 Directors Blvd, STE 110, Austin, TX 78744 (“Incredable”), and the person or entity placing a Service Agreement for or accessing the Services (“Customer” or “you”). Incredable and Customer each individually a “Party”, together “Parties”. 

 

In consideration of the terms and conditions set forth below, the Parties agree as follows:

1. Definitions:
  1. “Authorized Users” means Customer’s employees, representatives, consultants, contractors, and agents who are authorized by Customer to access or use the Services following this Agreement, Documentation, and applicable laws.

  2. “Customer Data” means any document, content, material, or information, in any format, that Authorized Users enter into, store in, run on, or through the Services, including any Personal Data and third-party content that is brought by Customer’s use of Services. 

  3. “Documentation” means operations manuals, user guides, or other materials relating to the Services made available by Incredable to Customer.  

  4. “Personal Data” means any information or data that identifies a natural person or makes a natural personal identifiable, or as defined by the applicable data protection laws. 

  5. “Professional Services” means the general consulting, implementation, and/or training services to be provided to Customer pursuant to this Agreement and a Service Agreement, as applicable.  

  6. “Incredable Software” means all the computer programs including mobile apps, upgrades, firmware, and applicable Documentation provided by Incredable to provide the Services.

  7. “Service Agreement” means the Incredable Service Agreement containing the details of the Services and/or Professional Services as well as the duration and the applicable financial terms and conditions agreed by the Parties. 

  8. “Services” means the software-based services and products identified in a Service Agreement. 

  9. “Third Party Applications” means applications, integrations, services, or implementation, customization, and other consulting services related thereto, provided by a party other than Incredable. 

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2. Access and Use: 

Subject to this Agreement and each Service Agreement, Incredable grants Customer a non-exclusive, non-transferable right to access and use the Services and Professional Services ordered by Customer during the applicable period set forth in Customer’s applicable Service Agreement. Such use is limited to the Customer’s internal use by its Authorized Users. The Customer’s right to use the Incredable’s Services is also limited to any other restrictions contained in the applicable Service Agreement. Incredable shall provide Customer with the necessary credential to allow access to the Services. The terms of this Agreement shall also apply to updates and/or upgrades subsequently provided by Incredable to Customer. 

 

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement and the Service Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) use the Services beyond the agreed scope; (ii) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party other than the Customer or its authorized users; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Services or Documentation; (vi) creating a false implication of any sponsorship or association with Incredable; (vii) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws; (viii) perform or disclose any performance or vulnerability testing of the Services; or (ix) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the Services . 

 

3. Service Support

During the Term, Incredable will: (i) maintain Incredable Software and support all updated new, replacement, follow-on, or next-generation operation system versions and releases; (ii) provide all maintenance services necessary to keep the Services in conformance with the Service Agreement (Incredable will make reasonable efforts to publish any scheduled downtime on its website or notify Customer in advance)  ;  (iii) provide online resources, onboarding training, and customer support to assist Customer in its use of the Services during Monday to Friday 8:00 am to 17:00pm in Central Time Zones (excluding Incredable observed holidays); and (iv) enhance and modify the Services provided where such changes do not significantly reduce their functionality. 

 

Incredable also offers optional “for a fee” Professional Services as described in each Service Agreement.  

 

4. Customer’s Responsibility 

The customer is responsible for all activities conducted by it or through its Authorized Users under this Agreement. Customer shall have sole responsibility for (i) the accuracy, security quality, and legality of the Customer Data and the means by which Customer acquired the Customer Data and the right to provide the Customer Data for the purposes of this Agreement (including ensuring the receipt of all permissions from individuals and other third parties as may be necessary in order to provide the Customer Data for the purposes under this Agreement); (ii) the security and confidentiality of Customer Data; (iii) maintaining a back-up of all Customer Data; and (iv) prevent unauthorized access to, or use of, the Services, and notify Incredable promptly of any such unauthorized access or use or attempts. 

 

Customer shall obtain any and all necessary consents and permissions for the collection, use, disclosure, and processing of any Personal Data and ensure compliance with the applicable law. The customer shall provide evidence of such consents and permissions to the Incredable upon its reasonable request. 

Customer shall comply with all applicable local, state, national, and foreign laws, rules, and regulations in connection with its use of the Services, collection and other processing of all Customer Data, and performance under this Agreement, including those laws related to employment, data privacy, and protection. Customer acknowledges that Incredable exercises no control over the Customer Data transmitted by Customer or its Authorized Users to or through the Services. 

 

Customer acknowledges and agrees that it is solely responsible for ensuring that it meets its obligations under applicable laws and this Agreement. 

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5. HIPAA Compliance 

Customer agrees that: (i) the Services may not be used to store, maintain, process or transmit protected health information (“PHI”) and (ii) the Service will not be used in any manner that would require Incredable or the Service to be compliant with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”). In the preceding sentence, the terms “protected health information” or “PHI” shall have the meanings described in HIPAA. 

 

6. Service Agreement 

The Services and Professional Services shall be ordered by Customer pursuant to the Service Agreement. Except as otherwise provided on a Service Agreement, once placed, each Service Agreement is non-cancellable and all sums paid are non-refundable. If Customer exceeds the quantity or Service Agreement ordered, then Customer promptly must purchase and pay fees for the excess services used. 

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7. Fee and Payment 

Incredable shall issue monthly invoices to Customer and all fees payable are due within 30 days from the invoice date unless otherwise specified in the applicable Service Agreement. All fees are non-refundable, except as otherwise explicitly stated in the applicable Service Agreement or this Agreement. Pricing for subsequent renewal Service Agreement shall be set at the then current Incredable pricing unless otherwise agreed to by the Parties. 

 

The fees do not include any local, state, federal, or foreign taxes, levies, or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). The Customer is responsible for paying all Taxes. 

 

8. Late Fee and Interest

The Customer agrees to all late fees and interest charges as applicable in the Service Agreement. 

 

9. Proprietary Rights

Customer shall not be entitled to any additional rights which have not been expressly granted under this Agreement. All material and intellectual property rights attached to the Services or relating thereto (including all modifications, extensions, customizations, scripts, or other derivative work of the Services provided or developed by Incredable, and anything developed or delivered by or on behalf of Incredable under this Agreement) are and remain the exclusive property of the Incredable. Except for the grant of a right of use and access to the Service under the terms of this Agreement, Customer does not acquire any ownership rights to the solution or the application of the Services. The customer undertakes not to infringe directly or indirectly on any of the proprietary rights of Incredable. 

 

Customer shall have ownership over all rights, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Incredable a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Incredable to provide the Services and Professional Services to Customer. 

 

Notwithstanding anything to the contrary in this Agreement, Incredable may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Incredable in an aggregated and anonymized manner, including compiling information and data related to technical support, service performance, and for research and development purposes ("Aggregated Statistics"). All rights, titles, and interests in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Incredable. Incredable may, without any notice:(i) make Aggregated Statistics publicly available in compliance with applicable laws, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable laws provided that such Aggregated Statistics do not identify any of Customer’s Confidential Information. 

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10. Confidentiality

Either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally, in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure, and had not been obtained either directly or indirectly from the disclosing party; (c) lawfully obtained by the receiving party on a non-confidential basis from a third party without restriction on the disclosure; or (d) independently developed by the receiving party. 

 

Incredable will protect the confidentiality of Customer Data residing in the Incredable Software for as long as such information resides in the Incredable Software. Neither party shall disclose the other party’s Confidential Information to any third party except to authorized personnel who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable laws, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. 

 

Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable laws), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable laws.

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11. System Requirements

The use of Incredable requires compatible hardware, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of Incredable involves hardware, software, and Internet access, the Customer's ability to use Incredable may be affected by the performance of these factors. Customer acknowledges and agrees that such system requirements, which may be changed from time to time, are the Customers responsibility.  

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12. Integration with Third Party Applications 

Incredable will use appropriate administrative, physical, and technical measures to safeguard the security and confidentiality of Customer Data, including measures designed to prevent unauthorized access, use, modification, and disclosure. Please see the incredable Data Security Guidance Policy here.

 

Customer shall immediately notify incredable if it becomes aware of any loss or theft or unauthorized use of any of its or its Authorized Users’ usernames, passwords, or Customer Data.  incredable may, at its discretion, suspend access to the Services in accordance with Section 15. 

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Customer is entirely responsible for all activities that occur on or through its incredable account. Customer agrees to provide accurate, current, and complete information required to register with Incredable and as may be required during the course of using the Services. Customer further agrees to maintain and update its information as required to keep it accurate, current, and complete. Customer shall also employ reasonable security measures to (i) securely administer the distribution and use of all access credentials, including any usernames and passwords created under this Agreement, and protect against any unauthorized access to or use of the Services; (ii) control the content and use of Customer Data; (iii) ensure its Authorized Users’ compliance with the terms and obligations of this Agreement;  and (iv) ensure compliance with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Customer Data to Incredable. Incredable shall not be responsible for any losses arising out of Customer's unauthorized or other improper use of Incredable.

 

13. Integration with Third Party Applications 

Incredable Software may allow for certain Third Party Applications integration with other software platforms for use with the Services, including but not limited to importing and extracting Customer Data. 

 

Incredable does not warrant any such Third Party Applications. The customer acknowledges and agrees that any integration of Incredable Software is at the Customer’s risk. Any procurement by Customer of such Third Party Applications is solely between Customer and the applicable third-party provider. Incredable is not liable for, bound by, or responsible for any aspect of such Third Party Applications that Customer may procure or connect to through the Services, or any interoperation, integration, descriptions, promises, or other information related to the foregoing. 

 

If Customer installs or enables Third Party Applications for use with the Service, Customer agrees that Incredable may enable such third party providers to access Customer Data for the interoperation of such Third Party Applications with the Service, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider pursuant to a separate privacy policy or other terms governing Customer’s access to or use of the Third Party Applications. Incredable shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third Party Applications or third-party providers. 

 

Please send any inquiry regarding integration with Third Party Applications via email to: support@incredable.com  

 

14. Term and Renewal 

The term of this Agreement shall begin on the Effective Date and, unless terminated earlier pursuant to this Agreement, will continue in effect until such date identified in the applicable Service Agreement. 

 

At the end of the Term, this Agreement will automatically renew at the same Services for a period equal to the previous Term (the "Renewal Term"), unless earlier terminated pursuant to this Agreement or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the current term. Incredable reserves the right to increase the Fees at the beginning of each Renewal Term.

 

15. Suspension 

Incredable reserves the right to suspend Customer’s access to the Services in the event of: (i) late payment of Fees in excess of 30 days, in which case Incredable will provide at least forty-eight (48) hours’ notice of suspension;  (ii) a material breach of this Agreement by Customer or any of its Authorized Users ; (iii) if Incredable reasonably determines it that there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services, or potential harm to Customer, Incredable, or other Customers of Incredable; or (iv) Customer or its Authorized Users are accessing or using the Services to commit an illegal act. Incredable will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy such breach, violation, threat, or harm prior to such suspension. In not event, Incredable shall be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension of the Services in accordance with this Section 15.  

 

16. Termination 

Either party may terminate this Agreement with thirty (30) days advance written notice. Customer shall submit its termination notice in writing via email to: support@incredable.com. Upon receiving written termination notice from Customer, Incredable shall send out notices including the termination date and instructions to Customer. The customer’s granted access to the Services shall cease on the communicated termination date. Upon Customer’s written request, Incredable may destroy all Customer Data stored in the Services and provide evidence of such destruction for a fee agreed in the applicable Service Agreement. 

 

In case of termination pursuant to this Section 16, Customer shall pay Incredable an early termination fee in the amount of 25% of the remaining aggregated monthly payments (the “Early Termination Fee”). The remaining monthly payments shall be calculated from the month the Customer submits its written termination notice. This Early Termination Fee is intended not as a penalty, but simply to offset the cost of reserving services and estimated lost revenue that Incredable may incur from such termination if any, and related expenses. Incredable shall send an invoice for Early Termination Fee after receiving the Customer’s termination notice. Early Termination Fee is due within thirty (30) days of the invoice date. 

 

No expiration or termination will entitle Customer to any refund of previous fees paid to Incredable.

 

17. Warranties 

Each party represents and warrants that it has the legal power and authority to enter into and perform under this Agreement. 

 

Incredable warrants that during the Term the Services will perform substantially in accordance with the Services described in the Service Agreement. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AVAILABLE” BASIS, INCREDABLE DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES THE UPTIME OR AVAILABILITY OF THE SERVICES. As Customer’s exclusive remedy and Incredable’s sole liability for breach of the warranty set forth in this Section 17: (i) Incredable shall correct the non-conforming Services at no additional charge to Customer, or (ii) in the event Incredable is unable to correct such deficiencies after good faith efforts and within a commercially reasonable timeframe, Customer may terminate this Agreement and Incredable shall refund Customer a pro-rata portion of any preppaid fees attributable to the defective Services paid by Customer to Incredable from the date Incredable received the written notice of service deficiencies from Customer. Customer must promptly report any deficiencies in writing to Incredable no later than seven (7) days of the first date the deficiency is identified by Customer. The warranty set forth in this Section 17 shall apply only if the Services have been utilized in accordance with the Documentation, this Agreement, and applicable laws. 

 

Incredable warrants that the Professional Services will be performed by qualified personnel and consistent with applicable industry standards. As Customer’s exclusive remedy and Incredable’s sole liability for breach of the warranty of this Section 17, Incredable will, at its sole option and expense, re-perform any professional Services that fail to meet this limited warranty.

 

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 17, THE SERVICES ARE PROVIDED "AS IS" AND INCREDABLE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. INCREDABLE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING USAGE, OR TRADE PRACTICE. INCREDABLE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

 

18. Indemnification  

​By using Incredable, Customer agrees to the extent permitted by law to indemnify and hold Incredable, its affiliates, directors, officers, employees, agents, and contractors harmless with respect to any claims arising out of Customer's breach of this Agreement, any representatives or warranties made by Customer herein, or Customer's other improper, unauthorized or unlawful use of Incredable. 

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19. Limitation of Liability

IN NO EVENT WILL INCREDABLE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

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FURTHERMORE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF INCREDABLE ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO INCREDABLE FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM.  THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE ABOVE LIMIT. 

 

20. Governing Law and Jurisdiction 

This Agreement is governed by and constructed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law (whether the State of Texas or any other jurisdiction). The Parties agree to submit any disputes, actions, or proceedings arising out of or related to this Agreement to the exclusive jurisdiction of, and venue in, the competent courts in Travis County, Texas. 

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21. General Provisions

a. Assignment or Transfer: Neither party may assign this Agreement or otherwise transfer any right or obligation under this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety to an acquirer of all or substantially all of the assets or equity of such party to which this Agreement relates, whether by merger, or asset sale, provided that the assigning party shall provide a at least thirty (30) days advance written notice to the other party.  Any attempt by a party to assign or transfer its rights or obligations under this Agreement other than as permitted by Section 21(a) shall be void and null. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. 

b. Independent Contractor: The Parties are independent contractors, and no other relationship is intended. Nothing in this Agreement nor the conduct of the Parties will be deemed to place the Parties in any other relationship. Neither party shall act in a manner that expresses or implies a relationship other than that of an independent contractor, nor bind the other party. There are no third-party beneficiaries under this Agreement. 

c. Publicity: Unless you opt-out by sending an email to: support@incredable.com, you agree that Incredable may use Customer’s name and logos and statements, in its website, commercial advertisements, and promotional materials for the sole purpose of indicating that Customer is or was a user of Incredable. 

d. Notice: Any notices to Incredable must be sent to our corporate headquarters address (available at 1701 Directors Blvd. Suite 110, Austin, TX 78744) and must be delivered either in person, by certified or registered mail, by return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by Incredable. Notwithstanding the foregoing, Customer hereby consents to receive electronic communications from Incredable. These electronic communications may include notices about applicable fees, transactional information, and other information concerning or related to the Services. Customer further agrees that any notices, agreements, disclosures, or other communications that Incredable sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

e. Agreement: Customer's use of Incredable is subject to this Agreement, including the Privacy Policy, Acceptable User Policy, and Date Security Policy. In the event of any conflict between this Agreement or any information provided by Incredable, the terms of this Agreement shall govern. 

f. Amendment: Incredable reserves the right, at its sole discretion, to change, amend, modify, add or remove portions of this Agreement, at any time. It is the Customer's responsibility to check this Agreement periodically for changes. Customer's continued use of Incredable following Incredable's posting of any changes will mean that the Customer accepts and agrees to the changes. 

g. Waiver: A failure of either party to exercise any right or remedy hereunder, in whole or in part, or on one or more occasions, shall not be deemed either a waiver of such right or remedy to the extent not exercised, or of any other right or remedy, on such occasion or a waiver of any right or remedy on any succeeding occasion.  No waiver of any default, condition, provision, or breach of this Agreement will be deemed to constitute a waiver of any other default, condition, provision, or breach of this Agreement. A waiver of any default, condition, provision, or breach of this Agreement will be in writing duly signed by an authorized representative of the Parties waiving such default, condition, provision, or breach.

h. Force Majeure: Neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of electronic or other communications facilities or energy sources, labor shortage, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, electrical, internet, or telecommunication outages, ransomware or similar intrusion into critical IT systems and networks, or any other reason where failure to perform is beyond the reasonable control of that party provided that such party gives prompt written notice thereof to the other party. 

i. Severability: If any term of this Agreement is held invalid, illegal, or unenforceable, in whole or in part, neither the validity, legality, or unenforceability of the remaining part of such term nor the validity, legality, or enforceability of any other term of this Agreement will in any way be affected thereby.

j. Survival: The expiration or termination of this Agreement for any reason shall not affect the Parties’ rights and obligations with respect to the Services ordered and provided prior to such expiration or termination. Without limiting the foregoing, Section 2, 3, 4, 5, 6, 7, 8, 9, 10, 13, 16, 17, 18, 19, 20, and 21 shall survive termination or expiration of this Agreement.

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