Certain Definitions

“Aggregate Anonymous Data” means technical performance and usage information regarding use of the Software in an aggregate (across multiple customers or Named End Users), anonymized form that can in no way be directly or indirectly linked specifically to Customer, Named End Users or any other individual or entity (including their respective computers and devices).

“Agreement” means all of the terms and conditions that are being agreed to and are encompassed in this TERMS AND CONDITIONS document.

“Business Day” means each day, Monday through Friday, 9:00 a.m. to 5:00 p.m., Eastern Time, excluding any day government agencies in the United States are required or permitted to be closed.

“Client-Hosted Software” means software identified in an Order Document which is installed at Customer’s location, and owned by Savance, together with any modifications, corrections, improvements or enhancements thereto provided by Savance.

“Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify a Named End User’s identity and authorization to access and use the Software.

“Customer” means the organization purchasing Savance products and services.

“Customer Data” means all data, information and other content that is input, uploaded to, placed into or collected, stored, processed, generated or output by Customer or its Named End Users from any use of the Software, except that Customer Data does not include the Software or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated upon executing the Software without additional user customization.

“Customer Infrastructure” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.

“Deliverables” shall mean all customization or integration delivered to Customer by Savance pursuant to Services and specifically identified as such in an Order Document. For the avoidance of doubt, Deliverables shall not include any Software.

“Documentation” means all printed or electronic materials published or otherwise that are provided to Customer and which describe or relate to the functional, operational or performance capabilities of the Software.

“Deactivation Method” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Savance or its designee to disable Customer’s or any Named User’s access to or use of the Software automatically with the passage of time or under the positive control of Savance or its designee.

“Documentation” means all printed or electronic materials published or otherwise that are provided to Customer and Named End Users which describe or relate to the functional, operational or performance capabilities of the Software.

“End User Software” means downloadable or otherwise distinct endpoint software for installation and/or use by Named End Users.

“Error” means a failure of the Software to substantially comply with the applicable published Documentation.

“Fees” means as specified in Section 18.

“Fix” means a correction of an Error, including a work-around, in order for the Software to function in accordance with the applicable published Specifications.

“Hardware Components” means any physical devices that are sold for use with Software.
“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person or entity, or otherwise deprive licensee of its lawful right to use such software.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Licensed Features” means any licensed feature specified in an Order Document, such as attended visitor management stations, visitor management kiosk stations, emergency mustering stations, access control integrations, punch licenses, or generic kiosk licenses.

“Named End User” means each named individual authorized to Use the End User Software and/or access the Client-Hosted Software.

“Object Code” means the binary, machine-readable version of the Software.

“Parties” means Savance, Customer, and any Named End Users.

“Personal Data” means any information that can be used to identify, locate, or contact an individual, including: (i) first and last name; (ii) home or other physical address; (iii) telephone number; (iv) email address or online identifier associated with an individual; (v) social security number, passport number, driver’s license number, or similar identifier; (vi) credit or debit card number; (vii) employment, financial or health information; or (viii) any other information relating to an individual, including cookie information and usage and traffic data or profiles, that is combined with any of the foregoing.

“Order Document” means one or more executed purchase documents between the parties, including without limitation, any quote, quotation, purchase order, statement of work or other order document.

“Services” means all of the customization and/or integration services ordered by Customer pursuant to an Order Document and may be set forth in a Specification. For the avoidance of doubt, Services shall not include Subscription Software Services.

“Software” means Client-Hosted Software, Subscription Software Services and End User Software.

“Source Code” means human-readable computer programming code, associated procedural code and related documentation.

“Specification(s)” means the applicable written Savance functional specifications or descriptions for a Software or a Deliverable, including all Documentation.

“Subscription Software Services” means the Savance subscription software services listed in an Order Document.

“Support Services” means Savance’s provision of qualified technical representatives by telephone, email or other remote means to assist Customer with the operation and answering of questions related to the Software.

“Third-Party Software” means any software or other machine-executable programs, other than the Software, which are required for the operation of the Software which Customer shall license from third parties.

“Use” means the ability to run, execute, display Software and, subject to the restrictions described below, duplicate and distribute Software internally.

License Terms

1. License Grant

Client-Hosted Software
To the extent identified in an Order Document and subject to the terms of this Agreement and the payment of license Fees set forth in the Order Document, Savance grants to Customer, for the Term, a nonexclusive, nontransferable, Object Code license to Use the Client-Hosted Software identified in the Order Document in the form of executable Object Code and Documentation, in connection with the number of Named Users or Licensed Features set forth in the Order Document.

End User Software
Subject to the terms of this Agreement and for the payment of the license Fees set forth in the Order Document, Savance grants to Customer and its Named End Users, for the Term, a nonexclusive, nontransferable Object Code license to download and Use the End User Software identified in the Order Document, in the form of executable Object Code.

Restrictions
As a condition to the foregoing license grant, Customer (including, without limitation, its employees, agents and contractors) shall not: (i) violate any Named User or other restriction set forth on the Order Document, (ii) copy, modify or create any derivative work from the Software other than authorized backups, (iii) include the Software in any other software, (iv) reverse assemble, decompile, reverse engineer or otherwise attempt to derive Source Code (of the underlying ideas, algorithms, structure or organization) from Software, (v) use the Software other than for its internal business purposes; (vi) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Software or Documentation to any other person or entity, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (vii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain unauthorized access to the source code of the Software, in whole or in part; (viii) bypass or breach any security device or protection used by the Software or access or use the Software or Documentation other than by a Named User through the use of his or her own then valid Credentials; (ix) input, upload, transmit or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; (x) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software, in whole or in part; remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Software or Documentation, including any copy thereof; (xi) access or use the Software or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Rights or other rights of any third-party, or that violates any applicable Law; access or use the Software or Documentation for purposes of competitive analysis of the Software, (xii) the development, provision or use of a competing software service or product or any other purpose that is to Savance’s detriment or commercial disadvantage; or (xiii) otherwise access or use the Software or Documentation beyond the scope of the authorization granted under this Agreement.

Except as expressly permitted in this Agreement, (i) the Software may not be installed or accessed on a computer that is not being Used for the Customer’s benefit and associated, at least in part, with Customer Infrastructure as part of Customer’s environment and (ii) Customer may not copy the Client-Hosted Software other than to make one machine readable copy for disaster recovery or archival purposes. Customer may only make copies of Documentation as reasonably necessary for the use contemplated herein. The Software and Documentation shall be considered the confidential information of Savance and as such, shall be subject to the confidentiality provisions of this Agreement.

To the extent that Customer elects to install the Client-Hosted Software on computers which are not: (i) the property of Customer or (ii) properly authenticated to Customer’s domain, Savance makes no warranty of performance or compatibility with other operating software or operating systems.

2. Access and Security

Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Credentials and protect against any unauthorized access to or use of the Software; and (b) control the content and use of Customer Data, including the entry or other provision of Customer Data to the Software.

3. Personal Data

Except as expressly otherwise permitted herein, and for our exclusive use only, Savance will not access, or be exposed to Customer Data. However, Savance may collect Aggregate Anonymous Data and internally use Aggregate Anonymous Data solely for the purpose of providing and improving the Software.

4. Maintenance: Technical Support

Support Services
Subject to payment of the Fees, Savance will make the Support Services available during its then-current normal Business Day excluding Saturdays, Sundays and Savance company holidays in the United States of America. Such technical support shall include, but is not limited to, troubleshooting, problem diagnosis, release or system management, and recommendations for fully utilizing the Software in accordance with the Documentation. The support desk can be contacted by e-mail, phone, support ticket, or chat at https://www.savanceworkplace.com/contact.

On-Site Support
Standard Savance Support Services includes remote support via screen sharing, web conferences, telephone, chat, email and other remote methods of providing support. On-site support is not included in Savance Services but may be offered at Savance’s discretion upon a mutually agreed fee and dispatched at a pre-scheduled date and time.

Service Requests
Customer shall report problems with Software (each such report, a “Service Request”) as soon as practicable for entry into Savance’s support tracking system.

Fixes
As part of Support Services, Savance shall make commercially reasonable efforts to provide Fixes for Errors identified in a Service Request in accordance with the guidelines outlined at How do I access support, our Service Level Agreement (SLA) and what is included with our services? for the applicable severity levels, Regular or Super Critical. Savance’s obligations with respect to severity levels are contingent upon Customer: (i) devoting an appropriate level of effort to resolving the Error as is required of Savance, (ii) responding to requests made by Savance (including the timely provision of access to the Software), and (iii) assigning its most qualified personnel to help Savance address the Error. All response times shall be measured from the time point when Savance is provided or otherwise obtains access to the Software by Client.

Customer shall have the obligation to evaluate and test all Fixes, including hot patches and other modifications of the Software as provided by Savance pursuant to the Support Services. Savance shall provide all necessary assistance to Customer for such testing. If Customer reasonably determines that the Fix fails to rectify the identified Error(s), then Customer must notify Savance in writing of the same within thirty (30) days or as mutually agreed by the Parties. Failure to identify any such failure within thirty (30) days or as mutually agreed by the Parties shall constitute an acceptance.

If the Customer does not accept the classification of the Error by the support desk, it may escalate the matter to Savance’s Customer Success Manager.

Savance is not obligated to provide technical advice or assistance in relation to any Third-Party Software. At Savance’s discretion, it may offer such assistance for an additional fee at its standard rates in force at the time.

Consulting, Setup, and Training Services
Unless specified in an Order Document, this Agreement does not include any consulting, setup or training services nor shall it be implied that such services should be included as part of this Agreement. This includes but is not limited to system setup and any customization, training, planning for deployment, integration with third-party software, reporting and retrieving data, and administration.

Suspension, Amendment, and Termination of Support Services
No support shall be provided by Savance while the Customer is in default of any Fee payment obligations under any agreement between Savance and Customer. No refund of any charge shall be made on termination or suspension of Support Services. Customer acknowledges that should the Customer be unable to meet these Support Services obligations, that Savance’s ability to provide Support Services cannot be guaranteed and that such inability shall not constitute a breach of contract. Savance may suspend its Support Services obligations pursuant to seven (7) days’ written notice to Customer if Customer modifies the Software or the Customer Infrastructure without first obtaining Savance’s prior written consent and confirmation that such modification will not affect the application of any function or facility described in the Specification. If Customer fails to comply with any of its obligations herein, Savance may (without prejudice to its other rights) suspend the provision of all or part of the Support Services or charge the Customer for providing such additional services at Savance’s standard rates in force from time to time, in each case until the Customer rectifies such failure.

Mandatory Revision
In the event that Savance, in its sole reasonable discretion, determines that any Software is, or may (as applicable) be: (i) subject to a material Error; (ii) the subject of a material security breach; or (iii) be subject to a third-party infringement claim or suit of any kind, Savance may issue a mandatory revision in correction of one or more of these issues (a “Mandatory Revision”), which Customer shall be required to install or have Savance install in a commercially reasonable time frame specifically identified by Savance. Savance disclaims all liability and obligations that arise due to, or are a result of, Customer’s failure to test and install a Mandatory Revision within the commercially reasonable time set by Savance.

Restoring Software Services
If Customer discontinues Services, and thereafter wishes to resume Services, Customer shall, prior to receiving such Services, notify Savance in writing of its request for Services and pay Savance’s then-current software service fees.

Exclusions
Savance shall have no obligation to Customer to the extent any Software is adversely affected by:

• use of the Software in combination with other software, equipment or communications networks that are not referenced in the Documentation or otherwise approved in writing by Savance;
• any modification to the Software or operating environment that is made other than by or at the direction of Savance, or with notification and approval by Savance and appropriate testing after the Effective Date;
• any modification to Customer’s data structure to the extent interoperable with the Software made without reasonable notice to and approval by Savance;
• the use of a version of the Software that is no longer supported by Savance;
• Customer’s failure to implement a Fix or Mandatory Release provided by Savance;
• the failure of operation or lack of maintenance of the Software or the operating environment other than through the fault of Savance;
• viruses or other malware introduced through no fault of Savance;
• use of the Software other than as permitted by Savance; or
• Customer’s failure to perform Customer responsibilities in accordance with this Agreement.

Remote Communications
Customer will obtain, install, operate, and maintain remote communications software and equipment in a manner that will allow for remote access to the Software. Customer will make such remote access available to Savance representatives, as necessary and if Savance has a valid need, for remote diagnosis and troubleshooting of the Software.

System Configuration and Administration
Customer will ensure that its equipment, system peripherals, operating system, and data communications environment associated with the Software is configured, operated, and maintained in accordance with the Documentation and any applicable third-party documentation. These administrative activities shall include but not be limited to: checking audit logs, clearing discovered exceptions, maintaining antivirus and malware, applying security patches and windows updates, and performing daily, weekly, and monthly operational tasks and system responsibilities. Customer will consult with Savance prior to making changes that may affect the operation of the Software.

Network Administration
Customer will monitor and maintain, repair, replace and upgrade its local, and wide area network components (if any)—including network servers, network clients, network switches, router, and other hardware and software components necessary for efficient and reliable network operations associated with the Software to ensure continued conformance with the Documentation. In addition, Customer will administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control.

Database Administration
For a Client-Hosted server deployment, Customer will administer the agreed upon database(s) associated with the Software, including hardware and software components, in accordance with the Documentation or any applicable third-party documentation, which administration shall include monitoring and maintaining database files (e.g., truncate, cleanup, and delete files consistent with industry standard practices) and performing regular data backup and data archiving.

Data Review
If Savance determines that it is necessary to evaluate Customer Data in order to reproduce error conditions not reproducible with Savance’s standard test data sets, Customer will provide Savance with access to such Customer Data pursuant to the Agreement. Savance will manage such data in a secure manner as specified in that agreement while in use. Savance shall not be liable for any delay or failure to resolve the problem if access to such production data is denied to Savance.

5. Interoperability

Other than Third-Party Software specifically identified by Savance, Savance makes no representation or warranty regarding the ability of the Software to interoperate with third-party hardware or software other than software or Hardware Components identified as such in the Documentation or the License Agreement. The Software may additionally enable access to third-party software, services, and websites. Use of these third-party materials may require Internet access, may require acceptance of additional terms and may be subject to additional fees. Savance may, from time to time and in its sole discretion, provide access to such third-party materials as a convenience and has no express or implied obligation to provide any technical or other support for any third-party materials other than Third-Party Software. Any access to third-party materials is incidental, whether integrated with the Software or otherwise. Savance does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any third-party for any errors, mistakes, underreporting, penalties, interest, or other damages related to errors created by such third-party materials or integration. If the provider of any such third-party materials ceases to make such materials available for interoperation with the Software on reasonable commercial terms, Savance may cease providing such interoperability in its sole discretion without entitling the Customer to any refund, credit, or other compensation.

By installing or enabling such third-party materials for use with the Software, Company acknowledges that Savance may allow vendors to access Customer Data as required for such interoperation with the Software. Savance shall not be responsible for any disclosure, modification, or deletion of Customer Data resulting from any such third-party access.

6. SaaS Services

To the extent identified in an Order Document and subject to and conditioned on Customer’s and its Named End Users’ compliance with the terms and conditions of this Agreement, during the Term, Savance shall use commercially reasonable efforts to provide access to software services and installable apps for use as part of (where appropriate) the Subscription Software Services listed in the Order Document, including to host, manage, operate and maintain the Subscription Software Services for remote electronic access and use by Customer and its Named End Users (“SaaS Services”). The SaaS Services shall include hosted services and End User Software for installation and/or use by Named End Users and may interface with related Customer software.

7. Service and System Control

Except as otherwise expressly provided in this Agreement, as between the parties:

Savance has and will retain control over the operation, provision, maintenance and management of the SaaS Services and Documentation, including the: (i) selection, deployment, modification and replacement of the End User Software; and (ii) performance of SaaS Service maintenance, upgrades, corrections and repairs.

Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of its own systems, and sole responsibility for all access to and use of the SaaS Services and End User Software by any Named End User, including any: (i) information, instructions or materials provided by any of them pursuant to the SaaS Services; (ii) results obtained from any use of the SaaS Services; and (iii) conclusions, decisions or actions based on such use.

8. Changes

Savance reserves the right, in its sole discretion, to make any changes to this Agreement, the SaaS Services, and Documentation that it deems necessary or useful but shall give Customer prior written notice of any such changes.

9. Authorization and Customer Restrictions

Authorization
Subject to and conditioned on Customer’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Savance hereby authorizes Customer to access and use, during the Term, the SaaS Services and such Documentation as Savance may supply or make available to Customer solely for the use by and through Named End Users. This authorization is non-exclusive and non-transferable, however, Customer may substitute different natural persons as Named End Users.

Reservation of Rights
Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the SaaS Services, Documentation or End User Software, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the SaaS Services, the Documentation and the End User Software are and will remain with Savance.

Authorization Limitations and Restrictions
Customer shall not, and shall not permit any other person or entity to, access or use the SaaS Services or Documentation except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: copy, modify or create derivative works or improvements of the SaaS Services or Documentation; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any SaaS Services or Documentation to any other person or entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the SaaS Services or Documentation, in whole or in part; bypass or breach any security device or protection used by the SaaS Services or Documentation or access or use the SaaS Services or Documentation other than by a Named End User through the use of his or her own then valid Credentials; input, upload, transmit or otherwise provide to or through the SaaS Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the SaaS Services, in whole or in part; remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any SaaS Services or Documentation, including any copy thereof; access or use the SaaS Services or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable Law; access or use the SaaS Services or Documentation for purposes of competitive analysis of the SaaS Services or Documentation, the development, provision or use of a competing software service or product or any other purpose that is to Savance’s detriment or commercial disadvantage; or otherwise access or use the SaaS Services or Documentation beyond the scope of the authorization granted under this Agreement.

10. Customer Infrastructure

Customer shall at all times maintain its own systems for accessing the SaaS Services and utilizing the End User Software. Savance has no responsibility for the continued operation of such systems, or access to the SaaS Services or End User Software.

11. Service Level and Support

Service Level
Subject to the terms and conditions of this Agreement, Savance will use commercially reasonable efforts to make the SaaS Services available for Customer’s use. Savance represents that the SaaS Services will be available 99.5% of each calendar month of service. Savance makes no other representation or warranty of any kind with respect to availability of the SaaS Services, the use of the End User Software, the compatibility of the SaaS Services with any third-party software or the compatibility of the End User Software with anything other than the intended hosting device operating systems and versions associated therewith. Savance has no obligation to issue any credit for downtime of the SaaS Services or inoperability of the End User Software unless such downtime or inoperability is the result of Savance’s breach of its obligations under this agreement.

Service Support
Savance shall provide the Documentation for the purpose of educating Named End Users and Customer in the use of the SaaS Services and End User Software, including training videos. Savance’s obligation for support is outlined in Section 4.iv.

Data Backup
Savance will exert commercially reasonable efforts to maintain any Customer Data hosted by Savance pursuant to the SaaS Services. EXCEPT AS MAY BE CAUSED BY SAVANCE’S NEGLIGENCE OR WILFUL MISCONDUCT, SAVANCE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.

12. Security

Savance
Savance shall make commercially reasonable efforts to protect the security of the SaaS Services and/or the Customer Data.

Customer
Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Credentials and protect against any unauthorized access to or use of the SaaS Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data to the SaaS Services.

Customer shall at all times maintain its own systems for accessing, Using or otherwise operating the Software and utilizing the End User Software. Savance has no responsibility for the continued operation of such systems, or access to the Software. Each Named End User of the End User Software shall be issued Credentials by Customer. No access to the End User Software shall be granted to any individual or entity which is not a Named End User. Customer may not issue Credentials to Named End Users in excess of the licensed number of people without payment of additional Fees as set forth on the Order Document.

13. Shipment and Delivery of Hardware Components

In the absence of specific shipping instructions, Savance shall ship by the method it deems most advantageous using standard commercial packaging. Customer agrees to pay all transportation charges and costs associated with shipment of the Hardware Components, including any special or export packaging requested or required under the circumstances, as determined by Savance. Customer is responsible for obtaining insurance against damage to the Hardware Components during shipment. If Hardware Components are delivered to Customer by Savance at Customer’s location, delivery occurs at the time of carrier drop off of the Hardware Component, as appropriate. If Hardware Components are picked up by a common carrier from a Savance location, they are delivered at the time of pickup, and title and risk of loss passes to Customer Ex Works (Incoterms 2020).

14. Hardware Components Limited Warranty

Savance shall use commercially reasonable efforts to obtain for Customer the benefits of any warranties and remedies provided by the manufacturer or third-party supplier of the Hardware Components. Except as set forth in the previous sentence, Savance hereby disclaims all warranties, whether express or implied, oral or written, with respect to the hardware components, including all warranties of title, noninfringement, merchantability or fitness for any particular purpose.

15. Fees and Payments

Customer shall pay Savance the fees or other charges set forth in the Order Document. Subscription Fees are fixed through the initial Term.

After the Initial Term, the contract will renew and Savance may increase Fees at its sole discretion based on market conditions, inflation, and other factors.

Unless otherwise stated in writing by Savance in an Order Document, all prices identified in an Order Document are exclusive of transportation and insurance (with respect to Hardware Components) and all taxes and similar assessments. Customer shall pay all taxes, fees or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Savance and Customer. If Savance is required to collect the foregoing, such amounts shall be separately stated on the invoice, and must be paid by Customer unless Customer provides Savance with a valid tax exemption certificate authorized by the appropriate taxing authority.

Customer shall pay all Fees on the basis set forth in the Order Document. Customer shall make all payments hereunder in US dollars. Except as provided herein, Fees are non-refundable.

Standard policy on Hardware Components requires prepayment before hardware will ship. Under certain circumstances special terms may be agreed upon at Savance’s sole discretion.

Any past due invoices are subject to a monthly charge equal to the lesser of one and one-half percent (1.5%) per month, or the highest rate of interest permitted by law. Customer shall reimburse Savance for the collection costs for all past due amounts, including attorneys’ fees and related legal costs. If any invoice remains unpaid after sixty (60) days from the invoice date, notwithstanding any agreement or course of dealing between Savance and Customer, (a) all subsequent orders shall be accepted only on a cash-with-order basis until satisfactory credit is reestablished at Savance’s sole discretion, and (b) Savance may suspend shipment of any Hardware Components ordered until all outstanding invoices are paid.

Payments made by credit card in amounts over $1000 will have a 3% surcharge added.

In consideration of milestones for completion of Deliverables, each Party must respect the time and commitment of the other Party. Each Party acknowledges that timely work is highly dependent on the availability of appropriate personnel and other factors beyond the control of the other Party. Each Party will use commercially reasonable efforts to meet stated deadlines. Consequently, failure of a Party to provide appropriate cooperation which results in the other Party being unable to meet deadlines shall be considered a breach of this Agreement. Furthermore, all scheduled meetings and other joint activities should be canceled or modified with adequate notice of at least twenty-four (24) hours. Saturdays, Sundays and holidays will not be included in such time period. Failure to provide notice of cancellation or suspension of meetings or joint activities by Customer in accordance with this section may result, in Savance’s sole discretion, in billing for wasted time on an hourly basis or adjustment of fees. Such changes will be communicated to Customer in a timely manner.

16. Changes

Changes to the Software or any other products or services ordered by Customer pursuant to this Agreement, including the purchase of additional quantities or entirely new Software, products or services, may be made at Savance’s then-current pricing by a new or revised Order Document executed by Savance.

17. Audit

Customer will maintain accurate and detailed records as necessary to verify compliance with this Agreement. Savance may audit these records to verify compliance at any time during Customer’s regular business hours. Except as described below, Savance will bear all costs and expenses associated with the exercise of its audit rights. Any errors in payments identified will be corrected by Customer by appropriate adjustment. In the event of an underpayment, Customer will reimburse Savance the amount of the underpayment.

18. Delivery of Services

Savance will provide Service(s) in accordance with this Agreement and upon the payment of all Services Fees as specified in the Order Document. Upon acceptance by Customer, all Deliverables shall be merged into and become a part of the Software. Customer may order additional Services by updating or amending the Order Document through mutually acceptable written documents executed by both parties. Nothing in this Agreement shall be interpreted as a guarantee or absolute obligation of Customer to purchase any minimum or specific quantity, volume or value of Services from Savance pursuant to this Agreement unless such quantities, volumes or values are expressly set forth in an Order Document. Savance will not be bound by any purchase order or other forms, terms or conditions of Customer.

19. Suspension or Termination of Services and Access to Software

Savance may, directly or indirectly, and by use of a Deactivation Method or any other lawful means, suspend, terminate or otherwise deny Customer’s, any Named End User’s or any other access to or use of all or any part of the Software, Services, SaaS Services or Documentation, without incurring any resulting obligation or liability, if: (a) Savance receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Savance to do so; or (b) Savance believes, in its sole discretion, that: (i) Customer or any Named End User has failed to comply with, any material term of this Agreement, or accessed or used the Software, Services, SaaS Services or Documentation 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 material instruction or requirement; (ii) Customer or any Named End User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) Customer is in default or (iv) this Agreement expires or is terminated. This Section does not limit any of Savance’s or Customers rights or remedies, whether at law, in equity or under this Agreement.

20. Third-Party Software and Documentation

Savance shall provide the Third-Party Software, if any, identified on the Order Document and any related documentation. Any Third-Party Software and related documentation provided by Savance in connection with this Agreement shall be subject to a separate license agreement between the Customer and the third-party software provider and will be subject to separate third-party warranties, if any. Savance shall have no duty, responsibility or obligation of any kind with respect to such Third-Party Software. Customer agrees that it will be bound by and will abide by all such third-party software licensing arrangements. Customer is solely responsible for acquiring any software that is required to use the Software or Third-Party Software.

21. Term and Termination

Term
This Agreement commences on the Effective Date and continues in effect for the period as set forth in the Order Document (the “Initial Term”), unless sooner terminated in accordance with this Section. After the Initial Term, this Agreement shall automatically renew for 1 year at the price designated in the order document, (each a “Renewal Term”), until terminated in accordance with this Section or upon written notice no less than thirty (30) days from the end of any then-current Term. The Initial Term and all Renewal Terms constitute the “Term” of this Agreement.

Termination for Cause
Either Party may terminate the Agreement, in whole or in part, in the event that: (i) the other Party materially breaches any material term or condition of the Services Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; (ii) the other Party becomes insolvent; (iii) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (iv) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; (v) the other Party has a receiver appointed with respect to all or substantially all of its assets; or (vi) the other Party makes an assignment for the benefit of creditors. Customer acknowledges that, in case of termination as provided in this Section, Savance shall not be liable for any damages of any nature whatsoever arising from such termination including, but not limited to, credits due Customer, lost profits, loss of Customer Data, incidental, special, exemplary, or consequential damages, or any claims or demands brought against Customer by any third-party. In the event the Agreement is terminated by Savance for cause, Customer shall pay Savance for all Services or outstanding Fees through the remaining balance of the then-current Term.

Refund of Certain Fees Upon Termination
If this Agreement is terminated, Customer remains liable for all unpaid Fees that are payable for the entire subscription period and/or no refund of prepaid Fees shall be allowed to Customer.

Effect of Expiration or Termination
Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; Savance shall immediately cease all use of any Customer Data or Customer’s Confidential Information and (i) return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s Confidential Information; (ii) Customer may export and download data from browser based reporting engine prior to termination or compensate Savance for data extraction services (iii) permanently erase all Customer Data and Customer’s Confidential Information from all systems Savance directly controls. Customer shall immediately cease all use of any SaaS Services or Savance Materials and (i) return to Savance, or at Savance’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Documentation or Savance’s Confidential Information; and (ii) permanently erase all Documentation, Client-Hosted Software, End User Software and Savance’s Confidential Information from all systems Customer directly controls. Savance may disable all Customer and Named End User access to the Software and Documentation.

Survival
Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration and continue in full force and effect for the period so contemplated including, but not limited to, provisions relating to warranties and warranty disclaimers, intellectual property ownership, payment terms, confidentiality, waiver of consequential damages, and cap on liability.

22. Government End Users

The Software and Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

23. Representations and Warranties

Mutual Representations and Warranties
Each Party represents and warrants to the other Party that:

1. it has the full right, power and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement;
2. the execution of this Agreement by its representative whose signature is set forth on the Order Document has been duly authorized by all necessary corporate or organizational action of such Party; and
3. when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Additional Savance Representations and Warranties
Savance further represents, warrants and covenants to Customer that:

1. it is the legal and beneficial owner or licensee of the entire right, title and interest in and to the Software, including all Intellectual Property Rights relating thereto;
2. it has the right, power and authority to grant and perform the license hereunder;
3. when used by Customer in accordance with this Agreement, no Software or Documentation as delivered by Savance does or will: infringe, misappropriate or otherwise violate any Intellectual Property Right or other right of any third-party;
4. or contain any Harmful Code other than a Savance authorized Deactivation Method.

24. Savance Representations and Warranties

For the Term, Savance warrants to Customer that the Software will perform substantially in accordance with the Specifications. Savance’s sole obligation and Customer’s exclusive remedy in connection with the breach of a warranty provided under this Section shall be for Savance to repair or replace the non-conforming Software consistent with the maintenance obligations set forth in this Agreement.

The Services will not infringe upon or misappropriate any third-party’s United States Intellectual Property Rights.

The non-infringement warranty provided in this Section shall not apply to the extent that non-compliance relates to or is the result of: (i) use of the Software in combination with changes to software, operating environment, equipment or communications networks not disclosed in advance to Savance and accepted by both Parties or (ii) Customer’s failure to install any correction or enhancement provided by Savance, (iii) Harmful Code introduced through no fault of Savance, (iv) any failure of third-party hardware and other computer equipment components or any Third-Party Software; or (v) any use of the Software not authorized by this Agreement. The warranty provided in this Section is valid only if Customer has complied with the terms of this Agreement (including paying the applicable Software license fees) and shall be void to the extent of any modification to the Software not authorized by Savance.

EXCEPT AS SET EXPRESSLY STATED ABOVE, CUSTOMER UNDERSTANDS THAT THE SOFTWARE IS BEING PROVIDED WITHOUT ANY WARRANTY OF ANY KIND. SAVANCE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SAVANCE DOES NOT WARRANT: (A) THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR, THAT THE LICENSED SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, (B) THAT ANY THIRD PARTY HARDWARE AND OTHER COMPUTER EQUIPMENT COMPONENTS OR ANY THIRD PARTY SOFTWARE WILL BE ERROR FREE, WORK OR CONFORM TO THE WARRANTIES OR SPECIFICATIONS OR DOCUMENTATION OF ANY SUCH THIRD PARTIES. CUSTOMER AGREES THAT SAVANCE WILL HAVE NO LIABILITY TO CUSTOMER OR OTHERS RELATING TO OR RESULTING FROM THE USE OF SUCH THIRD PARTY INFORMATION OR INSTRUCTION, ANY ERRORS THEREIN AND/OR OMISSIONS THEREFROM.

SAVANCE DISCLAIMS ALL RESPONSIBILITY FOR ANY SITUATION WHERE THE SECURITY, AVAILABILITY OR STABILITY OF THE SERVICES IS COMPROMISED BY (A) CUSTOMER, (B) THE CUSTOMER DATA OR (C) ANY ACTIONS TAKEN BY SAVANCE AT THE REQUEST OF CUSTOMER.

25. Intellectual Property Ownership

Subject to the rights and licenses granted by Savance in this Agreement, Savance reserves and retains its entire right, title and interest in and to all Intellectual Property Rights arising out of or relating to the Software and Documentation; and Customer does not acquire any ownership of Intellectual Property Rights in or to the Software or Documentation as a result of this Agreement. As between Savance, on the one hand, and Customer, on the other hand, Customer retains sole and exclusive ownership of all right, title and interest in and to the Customer Data, including all Intellectual Property Rights arising therefrom or relating thereto. Savance does not have, acquire or claim any right, title or interest in or to any Customer Data as a result of this Agreement or any interest in the Software or any Third-Party Software; or have any right or license to, and shall not, use any Customer Data. In the event that that Customer provides Savance with any feedback, Customer hereby grants Savance a perpetual, royalty-free, worldwide right to use such feedback for the limited purpose of improving and creating derivative works of Savance’s products or services. Notwithstanding the foregoing, the foregoing right shall not apply or extend to any portion of feedback provided by Customer which is Customer’s confidential information, and the obligations of confidentiality set forth in this Agreement shall supersede and have priority over any feedback usage rights. Customer will not take any action that jeopardizes Savance’s Intellectual Property Rights nor will it acquire any right in any such product, software or deliverable or Savance’s confidential information other than rights granted in this Agreement.

26. Confidentiality

Confidential Information
In connection with this consolidated Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the limitations of this Section, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s customer information or data, technology, trade secrets, know-how, business operations, plans, strategies, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case, whether or not marked, designated or otherwise identified as “confidential.” Without limiting the foregoing: all Documentation are Confidential Information of Savance and the financial terms of this Agreement are the Confidential Information of Savance and Customer. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s noncompliance with this Agreement; or (c) was or is received by the Receiving Party on a non-confidential basis from a third-party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality.

Protection of Confidential Information
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and not disclose or permit access to Confidential Information; safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care. If the Receiving Party is compelled by applicable Law or legal proceeding to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.

27. LIMITATIONS OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER THE SERVICES AGREEMENT OR ANY THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, CONTENT OR BUSINESS INFORMATION, LOSS OF TECHNOLOGY, RIGHTS OR SERVICE, ANTICIPATED OR LOST REVENUE OR SAVINGS, LOSS OF CUSTOMERS, LOST PROFITS, LOST GOODWILL, LOST BUSINESS OR REPLACEMENT GOODS OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT OR ANY LOSS THAT COULD HAVE BEEN AVOIDED BY SUCH PARTY’S USE OF REASONABLE PRECAUTIONS OR DILIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR BREACH OF WARRANTIES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THE SERVICES AGREEMENT, THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY OR ITS SUPPLIERS, CONTRACTORS AND SUBCONTRACTORS ARISING OUT OF OR RELATING TO THE SERVICES AGREEMENT FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY PERFORMANCE OR NON-PERFORMANCE HEREUNDER, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SAVANCE UNDER THIS SERVICES AGREEMENT DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHEN THE CLAIM OR CLAIMS GIVING RISE TO SUCH LIABILITY OR LIABILITIES SHOULD OCCUR. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. NOTWITHSTANDING ANY LIMITATIONS SET FORTH IN THIS SECTION, CUSTOMER SHALL BE LIABLE FOR ALL SUMS DUE OR PAYABLE UNDER THE SERVICES AGREEMENT, REGARDLESS OF AMOUNT, TOGETHER WITH ANY ADDITIONAL FEES, ATTORNEY FEES AND/OR COSTS THAT MAY BE DUE SAVANCE.

28. PERSONAL INJURY

ANY REPRESENTATIVE OF A PARTY AND ANY OTHER PERSON VISITING A FACILITY DOES SO AT THEIR OWN RISK. NEITHER PARTY ASSUMES ANY LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN THE HOSTING PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO SUCH PERSONS DURING SUCH A VISIT. FURTHERMORE, ANY SUCH PERSONS VISITING A FACILITY AGREE TO FOLLOW THE APPLICABLE RULES FOR SAFETY AND OTHER PROCEDURES, AS SET FORTH IN WRITING IN ADVANCE OF ANY SUCH VISIT.

29. Indemnification

General indemnity
Savance will defend Customer from any third-party claim for (i) wrongful death of or bodily injury, to the extent caused by Savance’s gross negligence or intentional torts, or (ii) physical damage to tangible personal property, to the extent caused by Savance’s gross negligence or intentional torts, and will pay costs and damages awarded against Customer In any such claim that are specifically attributable to Savance’s gross negligence or intentional torts or those costs and damages agreed to by Savance in a monetary settlement of such claim.

Customer will defend Savance from any third-party claim for (i) wrongful death of or bodily injury, to the extent caused by Customer’s gross negligence or intentional torts, or (ii) physical damage to tangible personal property, to the extent caused by Customer’s gross negligence or intentional torts, and will pay costs and damages awarded against Savance In any such claim that are specifically attributable to Customer’s gross negligence or intentional torts or those costs and damages agreed to by Customer in a monetary settlement of such claim.

Infringement Indemnity
Savance will defend at its own expense any action brought against Customer by an unaffiliated third-party to the extent that the action Is based upon a claim that any Software or Service provided by Savance hereunder directly infringes any U.S. patent (issued as of the Effective Date) or any copyright or trademark, and Savance will pay those costs and damages awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to by Savance in a monetary settlement of such action. Savance’s indemnification obligations shall not, however, extend to any action in which any requested relief is alleged to arise out of or result from: (i) Customer’s modification of any Deliverable, Software or Documentation provided or Use thereof in a manner not contemplated by the Documentation, (ii) the failure of Customer to use any corrections or modifications made available by Savance, (iii) information, materials, instructions or specifications provided by or on behalf of Customer, (iv) the Use of the Software, Documentation or any Services deliverables in combination with any product or data not provided by Savance, whether or not with Savance’s consent; (v) any Third-Party Software; (vi) any claim based on Customer’s Use of the Software or a Deliverable after Savance has informed Customer of modifications or changes to the same required to avoid such claims and offered to implement those modification or changes, if such claim would have been avoided or mitigated by the implementation of Savance’s suggestions; or (vii) Customer’s breach of any representation, warranty, covenant or obligation under this Agreement. Savance shall not be liable hereunder for enhanced or punitive damages that could have been avoided or reduced by actions within the control of Customer.

The above indemnity is limited, however, and requires that (i) Customer shall have promptly provided Savance with written notice thereof and reasonable cooperation, and assistance in connection therewith; and (ii) Savance shall have sole control and authority with respect to the defense, settlement, or compromise thereof, so long as Savance does not admit fault on the part of Customer without the Customer’s prior written approval. If any materials provided by Savance become, or in Savance opinion are likely to become, the subject of a claimed intellectual property infringement or other claim, Savance may, at its option: (i) procure for Customer the right to continue using the materials; or (ii) replace or modify the materials to be non-infringing, without incurring a material diminution in performance or function; or (iii) if neither of the foregoing is reasonably available, Customer shall return all copies of the materials upon notice from Savance, and Savance shall provide Customer with a pro-rata refund of the unearned fees paid by Customer to Savance in connection with any such returned materials.

THIS SECTION CONSTITUTES EACH PARTY’S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST THE OTHER PARTY.

30. Export and Treatment as Goods

Customer shall not, directly or indirectly, export or transmit the Software to any country to which such export or transmission is prohibited by any applicable United States regulation or statute. The Parties agree that Software provided under this Agreement shall be deemed to be “goods” within the meaning of Article 2 of the Uniform Commercial Code, except when such practice would cause an unreasonable result. The Parties agree that the Uniform Computer Information Transaction Act (or a version thereof or substantially similar law) shall not govern this Agreement.

31. Miscellaneous

Entire Agreement
This Agreement, any attachments hereto and any pre- or co-existing MSA, Ordering Document, License or Subscription Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements pertaining to such subject matter. All other prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded hereby and Customer represents and acknowledges that it has not relied on any representation or warranty other than those explicitly set forth in this Agreement in connection with its execution of this Agreement. Other than Order Documents, neither Party shall be bound by terms and conditions imprinted on or embedded In purchase orders, order acknowledgments, statements of work not attached hereto or other communications between the Parties subsequent to the execution of this Agreement.

No Waivers
No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

Governing Law; Arbitration
This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the United States and the State of Michigan without reference to conflicts of law principles or the United Nations Convention on Contracts for the Sale of Goods. In the event of any dispute between the parties in connection with this Agreement, including without limitation, any dispute relating to the construction or interpretation of this Agreement, the parties agree to promptly provide notice of such dispute to one another and then first engage each other, within thirty (30) days of receipt of such notice, in bona fide good faith discussions and negotiations to resolve such dispute. If matters remain in dispute after such discussions and negotiations, the parties agree that such dispute shall be finally resolved by binding arbitration by one (1) arbitrator agreed upon and designated in writing by the parties and in accordance with the commercial arbitration rules of the American Arbitration Association, and judgments upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereover. Both parties shall bear equally the cost of the arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately). The place of the arbitration shall be Detroit, Michigan, and the language of arbitration will be English.

Assignment
Customer may not assign or transfer its interests, rights or obligations under this Agreement by written agreement, merger, consolidation, change of control, operation of law or otherwise without the prior written consent of an authorized executive officer of Savance. Any attempt to assign this Agreement by Customer shall be null and void. For purposes of this Agreement, the acquisition of an equity interest in Customer of greater than 25 percent by any third-party shall be considered a change of control.

Publicity
Unless otherwise provided in a separate confidentiality agreement between the Parties, each Party may issue a press release following the execution of this Agreement, subject to the other Party’s written approval, which shall not be unreasonably withheld. Each Party hereby consents to the other Party’s use of its name, URL and logo on its website and in its customer and partner lists for corporate and financial presentations.

Force Majeure
Except for monetary obligations hereunder, neither Party will be responsible for any failure or delay in performing any obligation hereunder if such failure or delay is due to a cause beyond the Party’s reasonable control, including, but not limited to acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

Notices
Any notice required or permitted under this Agreement or required by law must be in writing and must be delivered in person, by facsimile, by electronic mail, by certified mail (return receipt requested), or by a nationally recognized overnight service with all freight charges prepaid, to the address set forth on the Order Document. Notices will be deemed to have been given at the time of actual delivery, if in person, or upon receipt (as evidenced by facsimile confirmation, return receipt or overnight delivery verification). Either Party may change its address for notices by written notice to the other Party in accordance with this Section.

Further Assurances
Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

Miscellaneous
Headings used in this Agreement are intended for convenience or reference only and will not control or affect the meaning or construction of any provision of this Agreement. If any provision in this Agreement is held to be invalid, Illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby and such provision shall be interpreted so as to best accomplish the intent of the Parties within the limits of applicable law. Any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement shall not apply to the terms and conditions of this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. If available, maintenance and support for products will be provided pursuant to a separate maintenance agreement. Savance shall perform all work to be performed in connection with this Agreement as an independent contractor and not as the agent or employee of Customer. All persons furnished by Savance shall be for all purposes solely Savance’s employees or agents and shall not be deemed to be employees of Customer for any purpose whatsoever. This Agreement is entered into only for the benefit of Customer and Savance. No other person or entity shall have the right to make any claim or assert any right hereunder, and no other person or entity shall be deemed a beneficiary of this Agreement.