Last Updated: February 10, 2015
What Personal Information does Siepe Collect?
Siepe does not intend to collect “Sensitive Information”, which includes such items as: Personal Information specifying medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or information specifying the sex life of the individual. However to the extent this information is collected by Siepe the person providing such information will be given an affirmative or explicit (opt in) choice if such information is to be disclosed to a third party or used for a purpose other than those for which it was originally collected or subsequently authorized by the individual through the exercise of opt in choice.
How does Siepe use Personal Information?
Siepe will use Personal Information to provide current and potential customers and business partners with information and services and to help us better understand your needs and interests. Specifically, we use your information to welcome you and to provide ongoing service and support.
In accordance with applicable law, Personal Information collected may be transferred to, stored and processed in the United States or any other country in which Siepe, Siepe subsidiaries and affiliates, including its parent companies, or service providers maintain facilities, even if the level of data privacy required is less than that required by the laws of certain countries in which you may reside. By entering your personal data, you consent to the worldwide processing of your Personal Information by Siepe for these uses.
In addition, we may use aggregate demographic information to improve our websites, but that information is not personally identifiable.
With whom does Siepe Share Personal Information?
Siepe contracts with its affiliates and subsidiaries and with third party service providers and suppliers (including distributors and resellers) to deliver certain products, services and customer solutions and support. Examples of such services provided on our behalf include the delivery of mailings, hosting websites, processing transactions, planning events, and the provision of support and other services to enable the use of Siepe products. Siepe may use a recruitment partner to collect and process career applications. Siepe may share Personal Information with its service providers and suppliers to the extent needed to deliver the service, or to respond to requests for information on products or services, or to otherwise support the customers’ business needs. In these instances, you will not have the opportunity to opt out of having your information shared with third party providers and suppliers, and they may contact you directly regarding such products or services.
Choice and Access
Siepe does not require that customers, business partners or non-employee visitors to Siepe websites provide Siepe with Personal Information. The decision to provide Personal Information is voluntary. If you do not provide the Personal Information requested, however, you may not be able to proceed with the activity or receive the benefit for which the Personal Information is being requested.
Siepe will send you service-related announcements on occasions when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of these service-related communications. If you do not wish to receive them, you have the option to deactivate your account.
With respect to the sending of promotional materials, Siepe will offer you the opportunity to opt out before such materials are sent to you. You can always unsubscribe or choose not to receive promotional information from us by following the specific instructions in the email you receive or by notifying us via the appropriate method below. It may take a reasonable period of time to process your request, no longer than 30 days. This will not apply to the receipt of mandatory service communications that are considered part of certain Siepe services, which you may receive periodically unless you cancel the service.
You have the right to access to your Personal Information and to modification or deletion thereof in the event your Personal Information as stored by us are incorrect or otherwise unlawful. Siepe strives to keep your Personal Information accurate. We will provide you with access to your information when reasonable, or in accordance with relevant laws, including making reasonable effort to provide you with online access and the opportunity to change your information. To protect your privacy and security, we will take steps to verify your identity before granting access or making changes to your data.
You have the right to withdraw any consent you’ve given with respect to our use of your Personal Information. Requests to delete Personal Information are subject to any applicable legal and ethical reporting or document retention obligations. To access and/or correct information, you can do so online or notify us via the appropriate method below depending on which site is at issue. Contact Siepe at email@example.com, or Siepe, LLC, Attn: Privacy Department, 5440 Harvest Hill Road, Suite 100, Dallas, TX 75230, USA.
Siepe will retain your information for as long as your account is active or as needed to provide you services. Siepe will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
Security of Personal Information
Siepe is committed to taking reasonable efforts to secure the personal data you choose to provide us. To protect the privacy of any Personal Information you may have provided, Siepe employs industry-standard physical and logical access controls that change in response to the changing regulatory and threat environments including Internet firewalls, intrusion detection, anti-virus protection, and network monitoring. If a password is used to help protect your accounts and Personal Information, it is your responsibility to keep your password confidential. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our web site, you can contact us at firstname.lastname@example.org.
Web Beacons, Cookies and Display of Advertising
As is true of most web sites, Siepe and/or a third party service provider collects and/or logs Internet Protocol addresses, Internet domain names, the web browser and operating system used to access the Siepe web site, the files visited, the time spent in each file, and the time and date of each visit. Siepe collects these through the use of log files and web beacons. Web beacons are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, web beacons are embedded invisibly on Web pages and are about the size of the period at the end of this sentence. Siepe does not tie the information gathered by web beacons to our customers’ personally identifiable information. Siepe uses this information, which does not identify individual users, to analyze trends, to administer the site, to track users’ movements around the site and to gather demographic information about our user base as a whole.
For the Siepe website we may use the services of a third party vendor to help us measure the effectiveness of our advertising and how visitors use the site by using web beacons or cookies as described above. The type of information we collect includes the pages visited, navigation patterns, etc. This information helps us learn things such as what product information is of most interest to our customers and what kinds of offers our customers like to see. These third party tracking devices only collect data in the aggregate. Broadly speaking the cookies on the Siepe web sites fall into three categories:
Strictly Necessary: These are always enabled cookies required for site functionality. These include cookies that allow you to be remembered as you explore the site within a single session or, if you request, from session to session. They help make the search and account process run smoothly as well as assist in security issues and conforming to regulations.
Functional and Performance: These analytics cookies allow us to improve the site’s functionality by anonymously tracking usage. They also help us identify Siepe products that we may recommend to you. In some cases these cookies improve the speed with which we can process your request, allow us to remember site preferences you’ve selected and help connect you to your social networks. De-selecting these cookies may result in poorly-tailored recommendations and slow site performance. You also may not be able to share effectively with Facebook, Twitter or other social networks.
Advertising: These cookies collect information to help better tailor advertising to your interests, both within and beyond Siepe web sites. The data collected is anonymous; it is not connected with any personal information you may have shared about yourself with Siepe. De-selecting these cookies may result in seeing advertising that is not as relevant to you.
Siepe.com may utilize framing techniques to make it appear that the user is still on the site when the user is actually on a third party web site. Widgets support functions that require that you disclose certain personally identifiable information given the user’s choice of participation.
Links to Non-Siepe Web Sites and Third Parties
Social Media and Sharing Options
Personal Information of our Customers’ Clients
Children and Privacy
Our websites do not target and are not intended to attract children under the age of 13. Siepe does not knowingly solicit Personal Information from children under the age of 13 or send them requests for Personal Information.
Changes to this Policy
Services Terms and Conditions
Last Updated: February 1, 2018
If Company is a party to a separate signed contract between Company and Siepe governing Company’s use of services, such signed agreement controls the terms of such services. The following Services Terms and Conditions (these “Terms”) govern the Services provided by Siepe to its customers in situations where there is no separate signed contract between Company and Siepe governing the use of Services. By Your receipt of the Services You agree to the following:
1.1 “Ancillary Document” means specifically a SOW, Service Description, Purchase Order, Quote, Change Order or other mutually agreed upon duly executed document between the Parties regarding the Services or other items to be provided under this Agreement.
1.2 “Confidential Information” means information or materials provided by one party (the “Discloser”) to the other (the “Recipient”) which are in tangible form and labeled “confidential” or the like, or, if disclosed orally, are identified as being confidential at the time of disclosure and a reasonable person would understand the information or materials to be confidential; subject to the exclusions in Section 3.2 The following information shall be considered Confidential Information whether or not marked or identified as such: (i) the terms of a Service Order; (ii) for Siepe, its product roadmaps, source code, formulae, processes, methodologies, release dates, feature sets, and strategic business plans; and (iii) for Company, its architecture, customer data, and strategic business plans.
1.3 “Company” means the person or entity acquiring Services from Siepe.
1.4 “Company Materials” means any and all materials or Technology that Company provides to Siepe that are required for Siepe to complete the Deliverables. Company Materials shall not be included in the Deliverables, unless necessary to perform the applicable Services.
1.5 “Deliverables” means the work product from the Services that Siepe performs pursuant to a Service Order and any Prior Technology incorporated therein.
1.6 “Derivative Work” means a derivative work within the meaning of the U.S. copyright and other intellectual property laws.
1.7 “Fees” shall mean fees for Services, Software, Deliverables or any other fees under this Agreement or Ancillary Document.
1.8 “Intellectual Property Rights” means (by whatever name or term known or designated) copyrights, trade secrets, trademarks, patents, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals and extensions of such rights.
1.9 “Parties” means Company and Siepe and may be referred to individually herein as Party, or together as Parties.
1.10 “Prior Technology” means any and all Technology incorporated into the Deliverables that is developed or otherwise created by or on behalf of Siepe or licensed by Siepe, and which may be improved or modified in the course of developing the Deliverables.
1.11 “Quote” means a valid Siepe quote that provides pricing for the Services that Company may affirmatively acknowledge, execute, or issue a purchase order against to purchase the Services.
1.12 “Services” means those services provided by Siepe to Company as delineated in a Service Order.
1.13 “Service Order” means any Quote with services data sheet, statement of work, Exhibit A, if attached, or other document specifically incorporating these Terms pursuant to which Siepe is providing services to Company.
1.14 “Siepe” means Siepe Services, LLC, a Delaware limited liability company, with offices located at 5440 Harvest Hill Road, Suite 100, Dallas, Texas 75230, and its affiliates and subsidiaries under common control.
1.15 “Technology” means algorithms, approaches, code, concepts, data, designs, developments, documentation, discoveries, expressions, hardware, interfaces, inventions, know how, look and feel, methodologies, multi-media files, object codes, processes, programs, skills, software, techniques, technology, text, tools, web pages, and workflows used in delivering the Services.
1.16 “You” or “Your” means You, either individually, or in your capacity as an authorized representative for the Company you are binding to these Terms.
- Intellectual Property.
2.1 Proprietary Rights. All Intellectual Property Rights and all software, Prior Technology, and Deliverables developed or provided by Siepe are and remain Siepe property (“Siepe Proprietary Works”). All written reports, analyses and working papers based on Company Materials and delivered by Siepe to Company in the performance of Siepe’s obligations under a Service Order (“Document Work Product”), subject to and exclusive of any Siepe Intellectual Property Rights and Prior Technology embodied therein, belong to Company. Nothing herein shall preclude Siepe from developing, using or marketing services or materials that are similar or related to such Document Work Product.
2.2 Company Furnished Materials. Any tangible Company Materials furnished for use by Siepe remain Company property.
2.3 Work Product License. Upon Company’s payment in full for Deliverables, and to the extent that Siepe Proprietary Works are contained in the Deliverables, Company is licensed to (i) use such Siepe Proprietary Works internally, for the limited purpose for which the Deliverables were provided, on a non-exclusive, non-transferable, without rights to sublicense, royalty-free, worldwide basis, and (ii) make, for internal use only, a reasonable number of copies of the original Document Work Product in amounts reasonably necessary for Company’s use. Company shall not sublicense or otherwise transfer to any third party any Siepe Proprietary Works. Other than as specifically provided herein, Company may not modify, alter, decompile, disassemble, reverse-engineer, or create Derivative Works from the Deliverables. The licenses granted in this section shall be in effect for the Term of the License to the Siepe Product(s) that the Service Order corresponds to as defined in the Siepe Quote subject to the terms and conditions of the Siepe End User License Agreement in effect on the date of such Quote.
2.4 Software License. If Company is granted a license to use software solely in conjunction with a Service Order, such license shall be governed by a separate End User License Agreement, executed by You and Siepe contemporaneously herewith.
2.5 Siepe License. Company hereby grants to Siepe a non-exclusive, worldwide, perpetual, personal, royalty-free, non-transferable (except for entities controlling, controlled by, or under common control with Siepe) license under Company’s Intellectual Property Rights in the Company Materials necessary for Siepe to use, make, copy, modify, and create Derivative Works of the Company Materials, for the purpose of developing and testing the Deliverables.
2.6 Feedback. Any suggestions and feedback contributed by Company, at its discretion, to Siepe in connection with development of Siepe Proprietary Works are transferred to and owned by Siepe; or if transfer of ownership is not allowed, are thereby licensed by Company to Siepe on a non-exclusive, worldwide, perpetual, personal, and royalty-free basis.
3.1 If Company and Siepe are parties to a separate Non-Disclosure Agreement or other agreement governing confidentiality, then its terms control over this Section 3. In lieu of such agreement, the terms of this Section 3 control.
3.2 Confidential Information does not include any specific information which: (i) is or becomes publicly known through no wrongful act or failure to act on the part of Recipient; (ii) is furnished to others by Discloser without similar restrictions on further disclosure; (iii) was known to the Recipient without proprietary restrictions at the time of disclosure by Discloser or becomes rightfully known to the Recipient without proprietary restrictions from a source other than Discloser; (iv) is independently developed by Recipient without reference to the Confidential Information disclosed by Discloser; or (v) is disclosed by order of law, provided that Recipient shall use reasonable efforts to preserve confidentiality and that Discloser shall be given reasonable opportunity to obtain a protective order; provided, however, that only the specific information that meets the above exclusions shall be excluded, and not any other information that happens to appear in proximity to such excluded portions (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for the exclusion).
3.3 The Recipient shall not: (i) disclose any Confidential Information to any third party, except as otherwise expressly permitted herein; (ii) make any use of Confidential Information except to exercise its rights and perform its obligations under a Service Order or in connection with the parties’ ongoing business relationship; or (iii) make Confidential Information available to any of its employees or consultants except those that have agreed to obligations of confidentiality at least as restrictive as those set forth herein and have a “need to know” such Confidential Information; provided, however, each party may disclose Confidential Information without the prior written consent of the other party in the following limited circumstances: (i) to the limited extent required by any court, administrative agency, or other governmental body, but only if the receiving party provides prompt written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure; (ii) to the limited extent otherwise required by law; or (iii) to the party’s own legal counsel.
3.4 Recipient shall be held to the same standard of care as it applies to its own information and materials of a similar nature, and no less than reasonable.
3.5 Without limiting the foregoing, the restrictions on disclosure and use set forth herein shall not restrict or limit the right of the Recipient to (i) independently design, develop, acquire, market, service or otherwise deal in, directly or indirectly, products or services competitive with those of the Discloser; or (ii) assign personnel for any purpose, provided that Recipient does not violate its obligations under this Agreement while undertaking (i) or (ii).
3.6 Recipient shall protect Confidential Information in the manner provided herein for three (3) years after termination hereof unless such obligation ceases earlier pursuant to Section 3.2.
- Warranties, Indemnity and Limitation of Liability.
4.1 Siepe Warranty. Siepe warrants that the Services to be performed hereunder will be done in a workmanlike manner and shall conform to standards of the industry. Company must notify Siepe of any failure to so perform within ten (10) days following the commencement of the Acceptance Period (as defined below). Siepe’s entire liability and Company’s sole remedy for Siepe’s failure to so perform shall be for Siepe to, at its option, (i) use reasonable efforts to correct such failure, and/or (ii) terminate a Service Order and refund that portion of any fees received that correspond to such failure to perform.
4.2 Company Warranty. Company hereby represents and warrants that it either owns or has the rights to all Company Materials it provides to Siepe necessary to grant the rights and licenses granted by Company to Siepe hereunder. Company further warrants that it has the ability to pay for all Services.
4.3 Disclaimer of Additional Warranties. THE EXPRESS WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES AND DELIVERABLES, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND Siepe DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. Siepe WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICES OR PRODUCTS IDENTIFIED OR REFERRED TO COMPANY BY Siepe.
4.4 Indemnity. Siepe shall (i) defend Company against any third party claim that: (y) the Deliverable or Service infringes a patent, trademark, trade secret or copyright under the laws of a Covered Country; or (z) Siepe’s gross negligence or willful acts resulted in the death, disability or damage or real property of such third party; and (ii) pay the resulting costs and damages finally awarded against Company by a court of competent jurisdiction or the amounts stated in a written settlement negotiated by Siepe. For purposes of this Section, “Covered Country” means a country in which Siepe offices are located, the United States of America, Mexico, Canada, the European Union, Japan, Australia, and South Korea. The foregoing obligations are subject to the following: Company (a) notifies Siepe promptly in writing of such claim; (b) grants Siepe sole control over the defense and settlement thereof; (c) reasonably cooperates in response to a Siepe request for assistance; and (d) is not in material breach of this Agreement. Should any such Deliverable or Service become, or in Siepe’s opinion be likely to become, the subject of such a claim, Siepe may, at its option and expense, (1) procure for Company the right to make continued use thereof; (2) replace or modify such so that it becomes non-infringing; (3) request return of the Deliverable and, upon receipt thereof; pay an amount equal to the price paid by Company, less straight-line depreciation based on a three (3) year useful life for such Deliverable; or (4) discontinue the Service and refund the portion of any pre-paid Service Fee that corresponds to the period of Service discontinuation. Siepe shall have no liability to the extent that the alleged infringement arises out of or relates to: (A) the use or combination of Deliverable or Service with any third party products or services; (B) use for a purpose or in a manner for which the Deliverable or Service was not designed; (C) any modification made by any person other than Siepe or its authorized representatives; (D) any modifications to Deliverable or Service made by Siepe pursuant to Company’s specific instructions; (E) any technology owned or licensed by Company from third parties; or (F) use of any older version of the Deliverable when use of a newer version of the Deliverable made available to Company (under the same terms as Siepe makes such release generally available to its customers) would have avoided the infringement. Company will indemnify Siepe and, at its option, defend any action brought against Siepe to the extent that it is based upon a third party claim arising out of (i) the unauthorized or unlicensed use of a Project License, combination of the Deliverable with any third party product to the extent that such claim would have been avoided but for combination therewith, or violation of export laws; (ii) Company’s Materials violation of a third party’s intellectual property rights, or privacy rights; (iii) Company’s gross negligence or willful acts resulting in the death, disability or damage or real property of such third party; or (iv) Siepe’s compliance with Company’s designs, specifications, or instructions where such claim would have been avoided but for such compliance with Company’s request, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Siepe, provided that Siepe (a) notifies Company in writing of the claim promptly after becoming aware of such claim; (b) grants Company sole control of the defense and settlement of the claim, if Company assumes such defense; and (c) provides Company with all assistance, information and authority reasonably required for the defense and settlement of the claim. THIS SECTION STATES THE NON-INFRINGING PARTY’S SOLE AND EXCLUSIVE REMEDY AND THE INFRINGING PARTY’S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS.
4.5 Limitation. EXCEPT FOR A PARTY’S OBLIGATION OF INDEMNITY OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF, UNDER A SERVICE ORDER. EXCEPT FOR A PARTY’S OBLIGATION OF INDEMNITY OR BREACH OF CONFIDENTIALITY, A PARTY’S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER A SERVICE ORDER SHALL NOT EXCEED THE FEES PAID FOR THE SERVICES AND DELIVERABLES PROVIDED BY Siepe UNDER SUCH SERVICE ORDER.
5.1 Company is required to acknowledge receipt and acceptance/rejection of all Deliverables, including signed timesheets (if applicable), associated with a Service Order within ten (10) business days of delivery (not including Federal Holidays) following the earlier of (i) completion of each individual milestone, or (ii) delivery of the Services and Deliverables, performed as described in the Service Order, as is applicable to the specific engagement (“Acceptance Period”). Upon the commencement of the Acceptance Period, Siepe will, as is required by its accounting procedures, present Company with (x) a Project Milestone Completion Form, (y) Acceptance Certificate, or (z) notice of delivery of Service and/or Deliverables. Company will execute and return to Siepe such Project Milestone Completion Form or Acceptance Certificate within the Acceptance Period. The failure to provide (x), (y), or (z) above does not excuse Company from the obligations of Sections 5.2 and 5.3.
5.2 If Company reasonably believes that Siepe did not complete the Services and Deliverables in substantial conformance with the specifications from Siepe described in a Service Order, Company will notify Siepe in writing, with specific reasons delineated, of its rejection of the Services and Deliverables within the Acceptance Period. Siepe will address Company’s issues and then re-present, as is applicable, the Project Milestone Completion Form or Acceptance Certificate for Company’s execution in accordance with the requirements of this Section 5.
5.3 If Siepe does not receive the signed Project Milestone Completion Form, Acceptance Certificate, or a written notification of the specific reasons for the rejection of the Services and Deliverables from Company within the Acceptance Period, the absence of Company’s response will constitute the Company’s affirmative acceptance of the Services and Deliverables.
- Fees and Payment.
6.1 Payment. Siepe will provide the Services as outlined in a Service Order for fees therein, plus applicable taxes and travel expenses. Siepe shall submit invoices for the fees and/or expenses to Company (i) fifteen (15) days prior to any payments due to Siepe in advance on monthly, quarterly or date certain basis (excluding the first payment under this Agreement which is due on the Effective Date hereof); (ii) monthly in arrears for any Services or Deliverable rendered on a time and materials basis; (iii) upon completion of a milestone as set forth in this Agreement or Service Order for any Services or Deliverable rendered on a milestone basis or (iv) upon Acceptance of a Service or Deliverable for those rendered on a fixed fee or fee not to exceed basis where one of the models in (i), (ii), or (iii) is not used. Unless expressly stated otherwise, invoices shall be due and payable upon presentation.
6.2 Taxes. All charges and fees provided for in a Service Order are exclusive of any taxes, duties, or similar charges imposed by any government. Company shall pay or reimburse Siepe for all federal, state, dominion, provincial, or local sales, use, personal property, withholding, excise or other taxes, fees, or duties arising out of a Service Order or the transactions contemplated by a Service Order (other than taxes on the net income of Siepe). If Company is required to pay any withholding tax, charge or levy in respect of any payments due to Siepe hereunder, Company agrees to gross up payments actually made such that Siepe shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy.
6.3 Late Payments. All amounts that are not paid by Company as required by a Service Order shall be subject to a late charge equal to one percent (1%) per month, or, if less, the maximum amount allowed by applicable law. Without limiting its rights or remedies, Siepe shall have the right to suspend or terminate entirely its services if payment is not received within thirty (30) days of the date the invoice is received, until such delinquency is corrected.
6.4 Currency. All charges and fees provided for in a Service Order shall be in US Dollars unless otherwise agreed.
6.5 Cancellation. A minimum of fifteen (15) business days’ written notice is required for rescheduling or canceling a Service Order prior to the commencement of the Services. A full refund less any expenses (e.g., airfare) will be provided if such notice is given. Siepe reserves the right to charge Company the entire amount if a Service Order is canceled with less than such notice.
- Terms and Termination.
7.1 Term. This Agreement shall begin on the date first signed by either party and shall continue in effect until terminated by the parties hereto.
7.2 Renewal Fee. Except as provided below, Siepe shall have the right to revise the Fees upon each anniversary date of this Agreement by giving Company written notice ninety (90) days prior to the each such anniversary. Siepe reserves the right to revise the Fees for any reason, including an increase in the complexity of Services provided or a material change in the nature of Company’s Services request, with such revision being effective as of the next anniversary of the Effective Date, by giving Company ninety (90) days’ prior written notice. In the event that Company does not agree with such proposed increase in the Fees, the Parties shall meet in good faith to discuss such proposed increase and use commercially reasonable efforts to reach a resolution; however, Siepe shall have the final decision-making authority to increase Fees in accordance with this Paragraph 7.2. If after such meeting, Company and Siepe cannot agree on a resolution then either Party may give notice under the Termination provision of its intent not to renew this Agreement. Siepe and Company will promptly enter into negotiations to revise the Fee(s) to provide Siepe with appropriate compensation for the Services if, during the Term: (i) any state, federal, local law or regulation is enacted, (ii) any decree of any court or any other administration agency is entered, or (iii) Company enters into, becomes bound by, terminates, or alters any contractual arrangement, which, would result in a material increase in the resources or level of effort by Siepe in the provision of the Services. Siepe also has the right to adjust Fee(s) if (y) on or prior to the Effective Date of this Agreement or an Ancillary Document, Company fails to disclose or discloses erroneous information relating to Company business, which information, if disclosed accurately, would have led Siepe to propose higher fees, or (z) Company does not meet its responsibilities outlined in this Agreement or an Ancillary Document.
7.3 Termination. Each Party will have the right to terminate this Agreement and any Exhibits or Statements of Work upon written notice if the other Party or any of its officers, agents, or employees involved in the performance of this Agreement (i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; (ii) if a Party becomes insolvent or proceedings are initiated by or against the Party under any law relating to bankruptcy, insolvency or the relief of debtors; (iii) violates applicable law in connection with the performance of its obligations hereunder in a manner likely to create criminal or material civil liability from a government organization or regulatory body for the other Party; or (iv) any reason upon thirty (30) days’ written notice to the other Party; provided that, if Company terminates this Agreement prior to the end of the Initial Term or a Renewal Term for any reason other than a reason provided in Section 10.3(i)-(iii), Company shall pay Siepe a termination fee equal to the remaining balance of the contract. Service Orders will generally be in full force and effect until (i) Company’s acceptance of the final Deliverable or submission of final timesheet, or (ii) Siepe and/or Company terminate this Agreement and/or mutually terminate a Service Order in writing. Sections 1, 2, 3, 4, 6, 7, and 8 will survive termination or expiration of a Service Order or this Agreement.
7.4 Effect of Termination. Upon any termination of this Agreement, all access to the Services pursuant to this Agreement shall terminate in sixty (60) days, subject to extension in a Transition Period pursuant to Section 7.5 below. At such time upon request of Siepe or Company and subject to any surviving terms and conditions of the Material Agreements or software license, each Party will promptly return any and all materials provided hereunder by the other Party that are owned by such other Party, or destroy such and all copies and portions thereof, in all forms and types of media, and, at a Party’s request, provide the other Party with an officer’s written certification, certifying to such Party’s compliance with the foregoing. Each Party shall either return or destroy all copies of all Confidential Information belonging to the other Party. Termination of this Agreement shall not affect the Parties’ accrued rights and obligations and clauses that are expressed to survive termination, together with clauses necessary for the interpretation or enforcement of this Agreement, shall continue in full force and effect. Upon termination of this Agreement, all related SOWs shall also terminate unless otherwise specifically agreed in writing by the Parties and then such terms in this Agreement shall continue only for such time as the SOW(s) is in effect.
7.5 Transition Period. Siepe recognizes that the Services specified in this Agreement are vital to Company and that upon the termination or expiration of this Agreement, a successor service provider may be retained to provide services substantially similar to such Services or Company and/or an Affiliate of Company may perform such services. Siepe shall cooperate in an orderly and efficient transition to a successor service provider or to Company and/or Company’s Affiliate. Except in the event of termination of this Agreement by Siepe for a material uncured breach of the Agreement by Company, at Company’s election, Siepe shall provide, at the same rates, terms, and conditions stated in this Agreement, an applicable SOW, purchase order or change order, up to one (1) year of transitional services while Company transitions to other service providers at Company’s election (such period the “Transition Period”). All terms and conditions of this Agreement or any other Ancillary Document(s) will apply to the Parties during this Transition Period. During a Transition Period, the Parties shall cooperate fully with each other and third party service providers by, in addition to other means, providing requested information and committing necessary resources to ensure that service quality is maintained at levels set forth in this Agreement or other Ancillary Document and to ensure a seamless transition of services, provided however that Siepe shall not be obligated to provide nor shall Company provide any Siepe Confidential Information to any substitute service provider. In the event that Company has not fully transitioned to its successor service provider within the Transition Period, the Fees due to Siepe for any continuation of the Services after the Transition Period shall be increased by fifty percent (50%) based on the pricing for the Service Fees due on the first day of the Transition Period.
8.1 No Assignment. A Service Order and any rights or obligations of Company under it may not be assigned, subcontracted or otherwise transferred by Company, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Siepe, which consent will not be unreasonably withheld. Subject to the foregoing, a Service Order will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
8.2 Independent Contractors. The relationship of Siepe and Company established by a Service Order is that of independent contractors. Nothing contained herein shall constitute either party the agent of the other party, or otherwise grant either party the authority to bind the other party to any obligation, or constitute the parties as partners or joint venturers and neither party shall hold itself out as being an agent having such authority. Company shall make no representations or warranties on behalf of Siepe with respect to the Services and/or Deliverables.
8.3 No Warranties. No employee, agent, representative or affiliate of Siepe has authority to bind Siepe to any oral representations or warranty concerning the Deliverables. Any written representation or warranty not expressly contained in these Terms or a Service Order will not be enforceable.
8.4 Governing Law; Venue. With respect to Services to be provided in North America: (i) the laws of the State of Texas, USA will govern all Service Orders; and (ii) the parties consent to the exclusive jurisdiction of the state and federal courts of Texas. With respect to Services to be provided outside North America, the laws of England will govern all Service Orders. This Agreement will not be governed by the conflict of laws rules of any jurisdiction, Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
8.5 Equitable Relief. Each party acknowledges and agrees that in the event of a breach of Section 2 or Section 3, the non-breaching party shall be entitled to seek immediate injunctive relief in addition to whatever remedies it might have at law or under these Terms.
8.6 Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of a Service Order if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, natural disaster, fire and explosions, or any other events reasonably beyond the control of either party, but the inability to meet financial obligations is expressly excluded.
8.7 Export Control. The Services, Deliverables, and any software provided to Company hereunder are of United States origin and are provided subject to the U.S. Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, Company agrees that (i) it is not, and is not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of, Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (ii) it is not, and is not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (iii) it will not use the Services, Deliverables, and software for, and will not permit the Services, Deliverables, and software to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. Company will obtain any export licenses required under applicable law prior to export or re-export of the Services, Deliverables and software.
8.8 End User License Agreement. In the event the Services involve software products (which may include Deliverables once accepted under this Agreement) licensed to Company under a separate license agreement, unless otherwise provided herein, the terms set out in such separate license agreement shall apply with respect to each such software product.
8.9 Acknowledgment. Unless otherwise expressly and specifically stated in a Service Order that also addresses the Intellectual Property Right in such software, Company acknowledges that the Services set forth in a Service Order do not include significant production, modification or customization of Siepe licensed software.
8.10 Security Clearance. Company acknowledges that if any security resource requirements are required for the Services pursuant to a Service Order, Company will issue the appropriate security specifications and/or clearance requests to Siepe.
8.11 Counterparts. Service Orders may be executed in counterparts, each of which so executed will be deemed to be original, and such counterparts together will constitute one and the same agreement. Service Orders may be executed and delivered by facsimile or in electronic format in compliance with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN).
8.12 Severability. If any provision in a Service Order or these Terms is found to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent possible so as to affect the intent of the parties, and the remaining provisions of a Service Order and these Terms will remain in full force and effect.
8.13 Notices. Any notice required or permitted under the terms of a Service Order or required by law must be in writing and must be (i) delivered in person, (ii) sent by first class registered mail, or air mail, as appropriate, or (iii) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth herein. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, five (5) business days after deposit in the mail as set forth above, or two (2) days after delivery to an overnight air courier service. All notices shall be directed to Company to the address set forth in the Service Order, and to Siepe at the address in the definition of Siepe, Attn: Legal Department.
8.14 Non-solicit. During the Term of the Agreement and for one (1) year thereafter, neither party may offer employment to, employ or subcontract work to any person employed then or within the preceding six (6) months of this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld. This Section 8.14 will not prohibit a general solicitation of employment in the ordinary course of business or prevent either party from employing any employee who contacts it as a result of such a general solicitation or at his or her own initiative without any direct or indirect solicitation by or encouragement from such party. Furthermore, this provision shall only be enforceable to the extent it would not conflict with applicable law.
8.15 Entire Agreement. A Service Order (including its Exhibits), and an End User License Agreement, together with these Terms constitute the entire agreement between the parties with respect to the subject matter thereof and, with respect to such subject matter, supersedes all previous communications, representations, understandings and agreements, either oral or written. A Service Order may not be amended except in a written document signed by both parties. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that Company may issue to Siepe in connection with a Service Order will have any effect on, or otherwise modify, the rights, duties or obligations of the parties under a Service Order, regardless of any failure of Siepe to object to such terms, provisions or conditions. Siepe hereby rejects any such additional or conflicting terms and conditions on any Company purchase order, acknowledgement or other business form, unless expressly otherwise agreed to by the parties in writing.
Last Updated: January 30, 2015
THIS AGREEMENT GOVERNS YOUR USE OF THE SITES (AS DEFINED BELOW). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SITES.
Siepe, LLC, its affiliates, subsidiaries and successors or assigns (collectively “Siepe,” or “We”) reserves the right to update or modify this Agreement at any time and from time to time. When we make changes to this Agreement, we will revise the “last updated” date at the top of this Agreement. We encourage you to periodically review this Agreement. Your continued use of the Sites after any changes or revisions to this Agreement, regardless of whether you have reviewed the updated version, shall indicate your agreement to be bound by the terms of this Agreement. You acknowledge that Siepe shall have the right to terminate your access to the Sites or Service for any violations of this Agreement.
Your Use & Conduct Personal, Non-Commercial Use.
The Sites are made available for your personal, non-commercial use (except for your internal business) only. Except as provided by specific terms governing a specific Service, product, or information, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the information, software, products, or Services obtained from the Sites.
No Unlawful or Prohibited Use.
You agree that you will not use the Sites or the information, products, or Services available from them for, or to further, any unlawful purpose. Additionally, you will NOT: (A) upload, post, email, transmit, or otherwise make available any content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable or harmful to another party; (ii) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (iii) infringes any patent, trademark, trade secret, copyright, or other intellectual property right of another party; (iv) is unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” website links, or any other form of content for the purpose of solicitation; (v) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (vi) consists of forged or manipulated information that disguises the true origin of any content you provide; or (vii) impersonates another person or entity, including, but not limited to, a Siepe employee, forum leader, guide or host, or falsely states or otherwise misrepresents Your affiliation with a person or entity; (B) collect or store personal data about other users in connection with any prohibited conduct and activities; (C) use the Sites in any manner that could damage, disable, overburden, or impair any server, or network(s) connections; disobey any requirements, procedures, policies, or regulations of networks connected to the Sites; or interfere with any other party’s use and enjoyment of the Sites; (D) attempt to gain unauthorized access to any Site content, other accounts, computer systems, or networks connected to any server through hacking, password mining, scraping, or by any other means to obtain any materials or information not intentionally made available on the Sites; (E) intentionally or unintentionally violate any applicable local, state, national, or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law; (F) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; or (G) use automated queries (including screen and database scraping, spiders, robots, crawlers and any other automated activity with the purpose of obtaining information from the Services) as they are strictly prohibited on the Services, unless you have received express written permission from Siepe. As a limited exception, publicly available search engines and similar Internet navigation tools (“Search Engines”) may query the Services and provide an index with links to the Services’ Web pages, only to the extent such unlicensed “fair use” is allowed by applicable copyright law. Search Engines are not permitted to query or search information protected by a security verification system (“captcha”) which limits access to human users.
Certain Sites enable users to submit content, email, or other information that will be made available to other users of the Sites (e.g., a forum or blog site) or directly to Siepe. You understand and agree that Siepe: (a) is NOT responsible for the content of user submissions, (b) has no obligation to remove any user-submitted content, and (c) has sole discretion to determine whether any user submitted content violates this Agreement and to take action or inaction based on that determination. If you submit content or information to a Sites or Service that makes your content available to other users, you represent and agree that: (i) your content in not prohibited by this Agreement; (ii) you are solely responsible for the form, content, and accuracy of any material you submit to a Sites; (iii) you are granting Siepe a royalty-free, perpetual, irrevocable, non-exclusive license (including a waiver of any moral rights) under your intellectual property rights to use, reproduce, modify, adapt, translate, publish, transfer, create derivative works of, publicly display, publicly perform sell and redistribute your content, know-how, ideas, techniques and elements of submissions (in whole or in part) worldwide, and to incorporate such content, know-how, ideas, techniques and elements of submissions in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content; and (iv) Siepe is not obligated to exercise the rights you granted above. For the avoidance of doubt, any ideas, concepts, know-how, or techniques contained in any communication or material you send to Siepe via email or through the Sites for any purpose whatsoever, will be considered non-confidential and non-proprietary.
Intellectual Property Rights in the Sites.
You acknowledge that the Sites and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. As between you and Siepe, you also acknowledge and agree that the Content is and shall remain the property of Siepe. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, publish, reproduce, transmit, redistribute, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part.
Siepe, the Siepe logos, and other marks are trademarks and service marks of Siepe (the “Siepe Trademarks”) or of third parties. Nothing on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Siepe Trademarks or third party marks displayed on the Sites, without prior written permission in each instance. All goodwill generated from the use of the Siepe Trademarks will inure to our benefit.
Digital Millennium Copyright Act (DMCA) Copyright Infringement Claims.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Siepe Designated Agent, by providing the following information:
(i) Identification of the copyrighted work that you claim has been infringed;
(ii) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;
(iii) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
(iv) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notices of copyright infringement claims should be sent as follows:
INQUIRIES NOT COMPLIANT WITH THE PROCEDURE OUTLINED MAY NOT RECEIVE A RESPONSE.
Where Siepe has provided a translation of the English-language version of a Siepe Site, this Agreement, or other Content, You agree that: (a) the translations are only for Your convenience; (b) the English-language version governs Your use of the Content provided by Siepe; and (c) the English-language version shall take precedence in the event of a conflict between the English-language version and the translated version (except as prohibited by local law).
Third-Party Content and Links.
Certain Sites may display content provided by third parties, links to third-party web pages, or both, including advertisements and solicitations to purchase their products or services. As consideration for your convenience in making this third-party content available or accessible to you, you acknowledge that Siepe is not responsible for the third-party content. You also agree that Siepe IS NOT responsible or liable for any losses or damages you experience with any third-party content you chose to rely upon or advertisements you respond to, and that you must contact the third party directly for any remedies that may be available to you.
SECURITY OF THE SITES.
ACTUAL OR ATTEMPTED UNAUTHORIZED USE OF THE SITES MAY RESULT IN CRIMINAL AND/OR CIVIL PROSECUTION. WE RESERVE THE RIGHT TO VIEW, MONITOR, AND RECORD ACTIVITY ON THE SITES WITHOUT NOTICE OR PERMISSION FROM YOU. ANY INFORMATION OBTAINED BY MONITORING, REVIEWING, OR RECORDING IS SUBJECT TO REVIEW BY LAW ENFORCEMENT ORGANIZATIONS IN CONNECTION WITH INVESTIGATION OR PROSECUTION OF POSSIBLE ILLEGAL ACTIVITY ON THE SITES. WE WILL ALSO COMPLY WITH ALL COURT ORDERS AS WELL AS ALL LAW ENFORCEMENT AND REGULATORY INQUIRIES INVOLVING REQUESTS FOR SUCH INFORMATION.
DISCLAIMER OF WARRANTIES.
YOU ACKNOWLEDGE AND AGREE THAT THE SITES, THE CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF SIEPE, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SIEPE PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITES, THE CONTENT, OR THE SERVICES. NONE OF THE SIEPE PARTIES WARRANT THAT THE SITES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SITES, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITES AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU. NONE OF THE SIEPE PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITES, THE CONTENT, AND THE SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITES IS TO STOP USING THE SITES. Additionally, Siepe makes no claim that any of the content or software available from the Sites can be lawfully viewed or downloaded outside of the United States. Access to portions of the Sites may not be legal by certain persons or in certain countries. If you access a/the Site(s) from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and from jurisdiction to jurisdiction.
No Responsibility for Connectivity.
You agree that you are responsible for the means you use to access the Sites and all costs associated therewith. You understand that we are not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Sites.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL ANY OF THE SIEPE PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITES. IN NO EVENT SHALL ANY OF THE SIEPE PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITES, THE CONTENT, THE SERVICES, OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS SIEPE’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold the Siepe Parties harmless from and against any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Sites or breach of any of the terms of this Agreement.
Use of Personal Data.
Electronic Communications and Contracting.
The Sites may contain additional agreements and disclosures in electronic form. By assenting to this Agreement, you agree that a printed version of this Agreement and other agreements entered into by you on the Sites in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled limitation of liability, indemnification, miscellaneous shall survive the termination of this Agreement. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You expressly absolve and release the Siepe Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement and any other agreements between the parties entered into through the Sites shall be governed by and construed in accordance with the laws of the State of New York and shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods, the Brussels or Lugano Conventions, the UCITA, or the Rome or Rome 1 Conventions. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. This Agreement contains the entire agreement of the parties concerning the Sites and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You shall comply with all laws, rules and regulations, which are now or hereinafter promulgated by any government authority or agency, which govern or apply to the operation and use of the Sites. Without limiting the generality of the foregoing, you expressly agree to comply with such restrictions and not to export or re-export any of the Content or Services to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Sites that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by us. Thank you for your cooperation. We hope you find the Sites helpful and convenient to use! Questions or comments regarding the Sites, including any reports of non-functioning links, should sent to us via email at email@example.com or via U.S. mail to 5440 Harvest Hill Road, Suite 100, Dallas, TX 75230 USA. We try to answer every email in a timely manner but are not always able to do so.