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
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.
- Agreement means this Terms of Services Agreement and such other documents, attachments,
and exhibits that the parties' authorized representatives mutually agree to in writing.
- 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.
- Collection Fees has the meaning set forth in Section 4.3.
- Disclosing Party has the meaning set forth in Section 5.2.
- Feedback has the meaning set forth in Section 6.5.
- 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
- 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
- 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
- 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.
- 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
- Service means the software-as-a-service offering made available by GVL.
- Site meanshttps://user.globalvetlink.comor other web interface at a URL designated by GVL in addition to or in replacement of
any of the foregoing.
- 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.
- USE RIGHTS
- 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.
- 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.
- 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
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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
- 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
- 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
- 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.
- 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.
- 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.
- FINANCIAL TERMS
- 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.
- 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.
- 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.
- 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.
- 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.
- 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).
- 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.
- 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.
- 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.
- 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.
- 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.
- Reservation of Rights. All rights not expressly granted in this Agreement are reserved
by GVL and its licensors.
- 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
- 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
- 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.
- 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.
- 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.
- WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY
- 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
- 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.
- 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.
- 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.
- 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.
- TERM AND TERMINATION
- Term. This Agreement shall remain in effect until terminated as set forth herein.
- Termination. Either party may terminate the Agreement immediately upon written notice.
- 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.
- 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.
- GENERAL PROVISIONS
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Survival. The following provisions will survive any termination or expiration of the
Agreement: Sections 3-10.