FlyWithMyPet.com Terms of Service

Last modified: July 7, 2022

Introduction

Thank you for registering with www.flywithmypet.com, a service provided by GlobalVetLINK, L.C. (“GVL”). By providing your email you indicate your acceptance of this Terms of Service Agreement (“Agreement”), and you agree to all the terms and conditions of this Agreement. If you are using a Service or related services on behalf of a GVL or other entity, then “Customer” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement. This Agreement supersedes and replaces any previous version. Please note that GVL may modify this Agreement as further described below, so you should make sure to check this page from time to time.

This Agreement is a binding agreement between GVL and Customer. GVL hereby agrees to give an approved business or individual (“User”) access to certain of GVL’s Services (as defined below) to User and to provide certain services associated with such Services (the “Services”) to User, subject to the terms and conditions set forth in this Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SERVICES THAT CUSTOMER DID NOT ACQUIRE LAWFULLY.

  1. DEFINITIONS
    1. Agreement means this Terms of Services Agreement and such other documents, attachments, and exhibits that the parties’ authorized representatives mutually agree to in writing.
    2. Customer Data means all electronic data or other information submitted or uploaded to or through, stored at or retrieved or downloaded from any of the Services by Customer to GVL for the provision of Services.
    3. Collection Fees has the meaning set forth in Section 4.3.
    4. Disclosing Party has the meaning set forth in Section 5.2.
    5. Feedback has the meaning set forth in Section 6.5.
    6. GVL Materials means any documents, manuals, instructions, or other documents or materials that GVL provides or makes available to Customer in any form or medium through the Services.
    7. GVL Parties means, collectively, (i) GVL; (ii) any and all person or company, including, without limitation, any and all vendors, suppliers, licensors, and customers of GVL, now or hereafter doing business with or providing any data, information, products, services, intellectual properties, or licenses to GVL in conjunction with or relating to any aspect of any of the GVL System or Transactions; (iii) any and all Persons, including, without limitation, any and all vendees, customers, and licensees of GVL, now or hereafter doing business with or receiving or obtaining any data, information, products, services, intellectual properties, or licenses from GVL in conjunction with or relating to any aspect of any of the GVL System or Transactions; and (iv) any and all affiliates, subsidiaries, parents, and holding companies of any of the foregoing.
    8. Intellectual Property means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, User interfaces and screen designs, general purpose consulting and software tools, utilities and routines, logic, coherence and methods of operation of systems, training methodology and materials, which GVL has created, acquired or otherwise has rights in, and may, in connection with the performance of Services, create, employ, provide, modify, acquire or otherwise obtain rights in.
    9. Maximum Rate means the maximum nonusurious interest rate, if any, at any time, or from time to time, that may be contracted for, taken, reserved, charged, or received under applicable state or federal laws.
    10. Resultant Data means data and information related to Customer’s use of the Services that is used by GVL in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services
    11. Service means the software-as-a-service offering made available by GVL.
    12. Site means https://user.globalvetlink.com or other web interface at a URL designated by GVL in addition to or in replacement of any of the foregoing.
    13. User(s) means those persons who (a) have been authorized by Customer to access and use the Services. Only current employees and independent contractors of Customer are eligible to be Users.
  2. USE RIGHTS
    1. Grant of Use. Subject to the terms of the Agreement, GVL grants to Customer the right to access and use the Services solely for its internal business purposes and solely in connection with the personal training, analysis, or assessment of its Users or business.
    2. Documentation License. GVL hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 10.4) license to use GVL Materials during the term solely for Customer’s internal business purposes in connection with its use of the Services.
    3. Authorized Users. Customer shall provide GVL with the required demographic data for all Users in the specified electronic format provided by GVL to complete the registration process. GVL reserves the right to limit the number of Users per Customer, in its sole discretion.
    4. Acceptable Use. Customer and all Users shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Customer agrees and shall ensure that Users agree not to post or upload any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; contains computer viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable law. Customer further agrees and shall ensure that Users agree not to interfere or disrupt networks connected to the Services, not to interfere with another entity’s use of similar services and to comply with all regulations, policies and procedures of networks connected to the Services. GVL may remove any violating content posted on the Services or transmitted through the Services without notice. GVL may suspend or terminate any User’s access to the Services in the event that GVL reasonably determines that such User has violated the terms and conditions of this Agreement.
    5. Restrictions. Customer shall not itself, or through any affiliate, employee, contractor, agent or other third party (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Services, the Site or access thereto; decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Services, in whole or in part; (iii) allow access to, provide, divulge or make available the Site or the Services to anyone other than an authorized User; (iv) create derivative works based upon the Services; or modify, adapt, translate or otherwise make any changes to the Services or any part thereof; (v) use the Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (vi) disclose or publish, without GVL’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Services; or (vii) remove from any Services or other materials owned by GVL identification, patent, copyright, trademark or other notices. Proprietary notices, including without limitation patents, copyrights and trademarks notices, as well as disclaimer notices, must be reproduced on any such authorized copies.
    6. Enforcement. Customer shall ensure that all Users of the Services comply with the terms and conditions of this Agreement. If you become aware of any violation of your obligations under this Agreement caused by a User, you will immediately suspend access to the Service by such User and promptly notify GVL such violations.
    7. Environment. The Services will be hosted on a server that is maintained by GVL or its designated third-party subcontractor. User access to the Services is provided through the Site. Customer is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Site, including but not limited to Internet access and telecommunications network with adequate bandwidth.
    8. Availability. GVL shall use commercially reasonable efforts to make the Services available 24×7, except for scheduled downtime events where notice is provided to Customer, emergency downtime events, or Internet service provider failures or delays. GVL will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications; GVL is not responsible for any delays, delivery failures, or other damage resulting from such problems.
    9. Passwords. Customer is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. Customer is entirely responsible for any and all activities that occur under its account. Customer shall immediately notify GVL of any unauthorized use or any other breach of security known to Customer. GVL shall have no liability for any loss or damage arising from Customer’s failure to comply with these requirements.
    10. Customer Data Responsibilities. Customer shall be solely responsible for the accuracy, quality, integrity and legality of data provided or uploaded in the Services by Customer. Customer shall own or shall obtain all proprietary rights necessary, including copyrights, patents, and trade secrets, in and to any content or data it provides, develops, or uploads for use in the Services. Customer authorizes GVL and the data center to serve as the host and repository for the data Customer enters into the Services.
    11. Changes. GVL reserves the right, in its sole discretion, to make changes to the Services and Site that it deems necessary to: (a) maintain or enhance: (i) the quality or delivery of GVL’s services to its customers; (ii) the competitive strength of or market for GVL’s services; or (iii) the Services’ cost efficiency or performance; (b) to comply with applicable Law; (c) add and/or substitute functionally equivalent products in the event of (i) product unavailability; (ii) end-of-life,; or (iii) to comply with applicable law. GVL regularly updates the Services, meaning that such Services are continually evolving. Some of these changes will occur automatically, while others may require GVL to schedule and implement the changes. If you do not agree to any such modification, change, revision, or replacement, you must immediately stop using the Services.
    12. Third-Party Licenses. The Services or Site may include software, content, data, or other materials, including related documentation, that are owned by persons other than GVL (including partners of GVL) and that are provided to Customer on terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). This Agreement and Customer’s use of the Software is subject to such Third-Party Licenses. Customer is bound by and shall comply with all Third-Party Licenses. Any breach by Customer of any Third-Party License is also a breach of this Agreement.
    13. Modifications. GVL may modify this Agreement (including Services) at any time by posting a revised version on our Site or by otherwise notifying you in accordance with Section 10.7. The modified terms will become effective upon posting or, if GVL notifies you by email, as stated in the email message. If GVL makes a material change to the Contract, GVL will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to this Agreement. GVL last modified this Agreement on the date listed at the top of this Agreement.
  3. SUPPORT
    1. Support. GVL hereby agrees to provide you with support services to assist you in using GVL Services, including telephone assistance, email support, chat and fax.
    2. Telephone Assistance. Telephone assistance is available to you to assist you in your use of the Services. Support is available between the hours of 7:00 a.m. to 7:00 p.m. Central Standard Time, seven days a week, excluding major US Holidays.
  4. FINANCIAL TERMS
    1. Fees. Customer will pay GVL fees and other charges in such amount and at such frequency as from time to time determined by GVL for or in conjunction with (a) your subscription to the Products; (b) your use or utilization of the Products; (c) any use or utilization of the Products attributable to You; and (d) any and all Transactions initiated, originated, requested, or performed by You or on behalf of You. These fees and charges are at the current rate, and as indicated upon telephonically during the registration process. Your continuing use of the Services shall constitute your irrevocable consent and agreement to such changes, modification, revisions, or replacements.
    2. Payment Terms. All payments made hereunder shall be in US Dollars Payment of all fees is due upon receipt. Unpaid invoices become delinquent after 30 days. Following delinquency, Interest accrues on past-due balances at 1% per month.
    3. Late Payment. All late payments shall bear interest at the lesser of the rate of 1% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Failure to make timely payments shall be a material breach of the Agreement. Customer shall reimburse GVL for all costs incurred by GVL in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees (collectively the “Collection Fees”). Failure to make timely payments shall be a material breach of the Agreement.
    4. Suspension of Services. GVL may suspend, terminate, or otherwise deny Customer’s or any User’s access to or use of all or any part of the Services without incurring any resulting obligation or liability: (i) immediately in the event Customer is in breach of Sections 2.4 or 2.6; or (ii) hereunder upon thirty (30) days’ written notice to Customer until all past due amounts have been paid, inclusive of any Collection Fees; or (iii) upon thirty (30) days’ written notice to Customer in the event Customer is otherwise in breach of this Agreement; or (iv) GVL receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires GVL to do so. GVL may impose an additional charge to reinstate service following such suspension; or (iv) GVL believes, in its sole discretion, that: (a) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the specifications; (b) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (c) this Agreement expires or is terminated. This Section 4.4 does not limit any of GVL ‘s other rights or remedies, whether at law, in equity, or under this Agreement.
    5. Taxes. Unless expressly provided otherwise, prices do not include taxes. Customer agrees to pay any federal, state or local sales, use, personal property, excise taxes, or other taxes arising out of this Agreement. If necessary, you agree to reimburse GVL for any such taxes, except for taxes based on GVL’s net income.
    6. No Deductions or Setoffs. All amounts payable to GVL under this Agreement shall be paid by Customer to GVL in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
    7. No Contingencies. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by GVL regarding future functionality or features.
    8. Credit Card on File.If paying by credit card, you hereby authorize GVL to charge the credit card supplied for the payment of all Services and Fees. The credit card provided will be kept on file and will remain in effect until the expiration of the credit card account. Customer may revoke this authorization by submitting a request to GVL. Customer agrees to pay the cost for any returned or challenged payments.
    9. Audit. Customer shall establish and maintain a system that allows GVL to readily identify the number of employees for the purposes of calculating the Fee. During the term of this Agreement, on request and during regular business hours, GVL may inspect or have its representatives or an independent third party inspect and audit Customer’s books, records, and other documents as necessary to verify compliance with the terms and conditions of this Agreement in general and specifically Section 4.1. Costs of any audits conducted under the authority of this right to audit will be borne by GVL unless one of the following applies. If the audit identifies underbilling or undercharging in excess of one-half of one percent (.5%) of the total contract billings, the Customer shall reimburse GVL for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, GVL may recoup the costs of the audit work from Customer. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Customer’s records shall be made within a reasonable amount of time (not to exceed 30 days) from presentation of GVL’s findings to Customer.
  5. CONFIDENTIALITY
    1. Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other party. Confidential Information means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary” or which should be reasonably understood by each party to be confidential or proprietary, including, but not limited to, the terms and conditions (but not the existence) of this Agreement, all trade secrets, Intellectual Property, proprietary information as well as results of testing and benchmarking of the Services. Confidential Information shall include, without limitation, any of the GVL Parties’: (i) business, business plans, and strategic plans; (ii) suppliers, vendors, customers, prospective customers, and contractors, (iii) clinical data, the content and format of various clinical and medical databases, utilization data, cost and pricing data, disease management data; (iv) products, services, or documentation therefor; (v) software products and programming techniques; (vi) database and data warehouse and methodologies, including, without limitation, methods of database creation, translation, standardization, enhancement, and data analysis techniques; (vii) data reporting and profiling methods and formats, software tools for report creation, distribution and retrieval; (viii) source codes, algorithms, tools, programs, software architecture and technology; or (ix) any proprietary information, know-how, skills, trade secrets, technical and non-technical materials, products, specifications, processes, procedures, sales and marketing plans and strategies, designs, finances, financial information, inventions, and any discussions and proceedings relating to any of the foregoing. Customer will protect the GVL’s Confidential Information from unauthorized dissemination and use the same degree of care that each such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. GVL may use, for purposes outside of this Agreement, anonymous, de-identified data; however, GVL agrees not to use or disclose this information to the extent prohibited by applicable law. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party’s possession before receipt from the disclosing party without a duty of confidentiality; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other.
    2. Compelled Disclosure. A party (“Disclosing Party”) may disclose Confidential Information of the other party if it is compelled by law to do so, provided the Disclosing Party gives the other party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
  6. OWNERSHIP
    1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by GVL and its licensors.
    2. Services. GVL and its licensors shall retain sole and exclusive ownership of, and all rights, title, and interest in, Services and the Site, including without limitation (a) Intellectual Property embodied or associated therein, and (b) all derivative works and copies thereof.
    3. GVL Materials. All right, title, and interest in and to GVL Materials, including all Intellectual Property Rights therein, are and will remain with GVL and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to their third-party materials. Customer has no right, license, or authorization with respect to any of GVL Materials except as expressly set forth in Section 2.2. All other rights in and to GVL Materials are expressly reserved by GVL. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to GVL an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
    4. Collection and Use of Information. Customer acknowledges that GVL may, directly or indirectly through the services of third parties, collect, use, and store information regarding Customer’s use of the Software to improve the performance of, or develop updates to, the Software.
    5. Feedback. If Customer or User elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to GVL Parties (collectively, “Feedback”), Customer and/or hereby grants GVL Parties a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however GVL Parties will not identify Customer or User as the source of the Feedback. Nothing in this Agreement limits GVL Parties’ right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
    6. Customer List. You agree that GVL may disclose you as a customer of GVL and use your name and logo on GVL’s web site and in GVL’s promotional materials.
  7. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY
    1. DISCLAIMER OF WARRANTIES. ALL DESIGNATED SERVICES, AND SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT, ARE RENDERED AND SUPPLIED “AS IS,” UNLESS SPECIFICALLY NOTED TO THE CONTRARY. GVL AND ITS AFFILIATES MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE DESIGNATED SERVICES, AND SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

      GVL DOES NOT WARRANT AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT THE GVL SYSTEM, PRODUCT MATERIALS, OR TRANSACTIONS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OR USE OF THE GVL SYSTEM, PRODUCT MATERIALS, OR TRANSACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT EVERY DEFECT IN THE GVL SYSTEM, PRODUCT MATERIALS, OR TRANSACTIONS, IF ANY, WILL BE CORRECTED.

      GVL HEREBY EXPRESSLY DISCLOSES AND YOU HEREBY ACKNOWLEDGE AND ACCEPT THAT GVL DOES NOT REPRESENT OR WARRANT THAT THE GVL SYSTEM OR YOUR USE THEREOF WILL COMPLY WITH ALL APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, STATUTES, REGULATIONS, RULES, ORDINANCES APPLICABLE TO THE TRANSACTIONS. IN NO EVENT SHALL GVL BE LIABLE OR RESPONSIBLE FOR THE NON-COMPLIANCE OF ANY TRANSACTION OR YOUR OR ANY OTHER PERSON’S USE OF THE GVL SYSTEM WITH ANY FEDERAL, STATE, OR LOCAL LAW, STATUTE, REGULATION, RULE, ORDINANCE APPLICABLE THERETO.
    2. NO LIABILITY FOR INACCURATE CUSTOMER DATA. GVL DOES NOT VALIDATE THE RELIABILITY OR THE ACCURACY OF THE CUSTOMER DATA PROVIDED. YOU WILL: (A) BE SOLELY RESPONSIBLE FOR THE NATURE, QUALITY AND ACCURACY OF THE CUSTOMER DATA AND THE RESULTANT WORK PRODUCT BASED UPON THAT CUSTOMER DATA.
    3. LIMITATION OF LIABILITY. IN NO EVENT WILL GVL’S LIABILITY, NOR THE LIABILITY OF ITS AFFILIATES,ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY DAMAGES OR LIABILITY FROM ANY CAUSE WHATSOEVER, REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE , OR OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER TO GVL HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO ANY CLAIM. EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY ACTUAL OR ALLEGED INFRINGEMENT BY ANY THIRD-PARTY MATERIALS ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE DESIGNATED SERVICES OR GVL OR CUSTOMER TECHNOLOGY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO: (A) GVL’S INDEMNIFICATION OBLIGATION; (B) BREACHES OF SECTION 5, CONFIDENTIALITY; (C) GVL’S INTENTIONAL WRONGDOING; AND (D) GVL’S GROSS NEGLIGENCE. IN THE CASE WHERE NO AMOUNT WAS PAID FOR THE SERVICES GIVING RISE TO THE CLAIM, GVL’S ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED USD$100.
    4. FAILURE OF ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 7 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  8. INDEMNIFICATION
    1. Customer Indemnification. Customer shall indemnify and hold GVL, its affiliates, suppliers, employees, officers, and owners (“GVL Indemnified Parties”) harmless from and against all liability, claims, damages, fines, losses, expenses (including reasonable attorney’s fees and court costs, and the cost of enforcing this indemnity) suffered or incurred by GVL or any GVL Indemnified Party arising out of, or in connection with (a) any material breach by Customer or any User of any of the terms of this Agreement; or (b) any use or reliance by Customer or any User of any Services, including all third-party claims, causes of action, suits, and legal proceedings asserted against GVL or a GVL Indemnified Party arising out of, or relating to, the use of or reliance by Customer or any User on any Services.
  9. TERM AND TERMINATION
    1. Term. This Agreement shall remain in effect until terminated as set forth herein.
    2. Termination. Either party may terminate the Agreement immediately upon written notice.
    3. Effect of Termination or Expiration. Following termination or expiration of this Agreement (for whatever reason provided for under the Agreement), Customer shall certify that Customer has returned or destroyed all copies of the Services, Confidential Information and Intellectual Property of GVL and all materials or documents relating to the Services in any format and residing on any media. Customer acknowledges that its rights to use the same are relinquished and shall immediately cease all use of any Services. If GVL terminates this Agreement pursuant to Section 9.3, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid. Termination for any reason shall not excuse Customer’s obligation to pay in full any and all amounts due or that become due through such termination,, nor shall termination result in a refund of fees paid, except as expressly provided otherwise in this Agreement.
    4. Customer Data after Termination or Expiration. GVL has no obligation to retain Customer Data after sixty (60) days following the expiration or termination of Services, provided that Customer has at that time paid all then outstanding and any amounts payable after or as a result of such expiration or termination, including Collection Fees; however, GVL shall provide Customer Data to Customer, upon reasonable request and during GVL’s normal business hours, for no additional fee during these sixty (60) days, after which additional fees may be incurred. Customer Data will be provided to Customer in whatever manner GVL deems appropriate.
  10. GENERAL PROVISIONS
    1. Authority to Enter Agreement. If you are entering into this Agreement upon behalf of a corporation, governmental organization, or other legal entity, you represent that have the right, power, and authority to enter into this agreement on behalf of that entity and bind entity to its terms, in which case, “you” and “your” shall refer to such entity. If you do not agree to the terms of this agreement, GVL will not and does not license the services to customer and you may not sign up for or use services. If, after you subscribe to the Services, GVL finds that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in this Agreement and the Services you subscribed to, including without limitation, section 4, FINANCIAL TERMS. GVL is not liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication, reasonably believed by GVL to be genuine and originating from an authorized representative of your GVL. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, GVL may, but is not obliged to, require additional authentication from you.
    2. Force Majeure. Neither party shall incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform any part of this Agreement (except for payment obligations) to the extent caused, by events, occurrences, or causes beyond the control and without any negligence on the part of the party seeking protection under this subsection. Such events may include, but are not limited to acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions; however, lack of funds shall not be deemed to be a reason beyond a party’s control. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
    3. Subcontractors. GVL, in its sole discretion, may subcontract or delegate Services to any third party without Customer’s prior written consent, provided that GVL shall remain responsible to Customer for any services for which it subcontracts or delegates.
    4. Assignment Generally. This Agreement is binding upon the successors and assigns of the parties hereto. This Agreement is not assignable sub-licensable or transferrable, except as follows below.
      1. Assignment by GVL. GVL may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of GVL’s assets or voting securities.
      2. Assignment by Customer. Customer may not assign or transfer this Agreement, in whole or in part. Any attempt to transfer or assign this Agreement without such written consent will be null and void. Assigning, transferring or sublicensing this Agreement shall not relieve Customer of its obligations hereunder.
    5. Compliance. GVL reserves the right to utilize Customer Data to verify compliance with the terms of this Agreement. GVL may monitor the usage, performance and operation of the Services using electronic, remote and other means and without notice to Customer.
    6. Construction. Headings in this Agreement are inserted solely for convenience of reference and will neither constitute a part of this Agreement nor affect its meaning, construction or intent. Whenever used in this Agreement the singular will include the plural, the plural will include the singular. The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” unless otherwise specified.
    7. Notices. Whenever any notice may be or is required to be given hereunder, such notice shall be in writing and sent by United States first class mail, postage prepaid; or by overnight delivery service, where receipt is given, and addressed to such party at its last address appearing in the records of the party who is providing the notice; or by e‐mailing such person at his, her or its last known e‐mail address with a confirmation copy delivered in accordance with this provision.
    8. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    9. Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired to the fullest extent permitted by applicable law.
    10. No Waiver. No waiver or failure by either party to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions will be construed to be a waiver of the same on any other occasion or of any other option, right or privilege. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of the Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party’s rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such party’s right to take subsequent action.
    11. Entire Agreement. This Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, proposals, conditions, representations, warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. No modification to the Agreement will be binding unless in writing signed by an authorized representative of each party. All pre-printed or standard terms of any of Customer’s purchase order or other business processing document shall have no effect.
    12. No Third-Party Beneficiaries. No provision of this Agreement shall confer upon any person, including but not limited to, Customers, other than the parties hereto any rights or remedies hereunder.
    13. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
    14. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
    15. Governing Law and Venue. This Agreement shall be construed and governed by the laws of the State of Iowa without regard to principles of conflicts of law. The parties agree, and despite any choice of law, statute, rule, or other jurisdictional law, that they affirmatively waive any objection to venue of any action brought pursuant to this Agreement and/or services shall be only in the State of Iowa, County of Story, or the United States District Court for Iowa sitting in Des Moines.
    16. Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a party based on the author of the document.
    17. Survival. The following provisions will survive any termination or expiration of the Agreement: Sections 3-10.