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SiteMap® Terms & Conditions

Recitals

WHEREAS, GPRS provides access to the Services to its customers; and

WHEREAS, Customer desires to obtain access to the Services and GPRS desires to provide Customer with access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

a. “Aggregated Statistics” means data and information related to Customer’s use of the services that is utilized by GPRS, in an aggregated and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.

b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

c. “Deliverables” means any documents, downloads, reports, job summaries, embedded links, work product, and other materials that are delivered to Customer under this Agreement or prepared by GPRS for Customer in connection with performing the Services.

d. “Documentation” means GPRS’ user manuals, guides, installation or release notes relating to the Services that are provided or made available by GPRS to Customer either electronically or in physical form.

e. “End User License Agreement” or “EULA” means the end user license agreement that governs each Authorized User’s use of the Services, which each Authorized User must agree to as a condition of being granted access to the Services whether through the Website or in any other form or on any other platforms (including mobile platforms), in each case, as GPRS may determine from time-to-time in its sole discretion.

f. “Provider IP” means the Services, Deliverables, Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP shall include Aggregated Statistics and any information, data, or content derived from GPRS’ monitoring of Customer’s access or use of the Services.

g. “Services” means the SiteMap subscription service-as-a-service offering and any additional offerings as more fully set forth in Exhibit A, which is attached hereto.

h. “Third Party Products” means any third party products that are used by GPRS in connection with making the Website and Services available to Customer, including Customer’s End Users.

2. Access & Use

a. “Access to the Services” Subject to the terms and conditions of this Agreement, including, without limitation, the payment of Fees in Section 5(a), GPRS hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 19) right to access and use the Services (“License”), including any Deliverables, during the Term of this Agreement and solely by Authorized Users in accordance with the terms and conditions herein and the End User License Agreement.  Such use is limited to Customer’s internal business use.  GPRS shall provide Customer with the necessary Authorized User accounts or connections to enable Customer to access the Services.  Customer shall not exceed the total number of Authorized Users set forth in Exhibit A, unless otherwise agreed upon in writing by duly authorized representatives of the Parties and subject to any applicable adjustment to the Fees payable hereunder.

b. “Documentation” Subject to the terms and conditions of this Agreement, GPRS hereby grants to Customer a non-exclusive, non-sublicensable, non-transferrable (except in compliance with Section 19) license to use the Documentation during the Term of this Agreement and solely for Customer’s internal business purposes in connection with its use of the Services.

c. “Use Restrictions” Customer is prohibited from using the Services for any purposes beyond the scope of the access expressly granted under this Agreement.  Customer shall not at any time, directly or indirectly, and shall not permit any of its Authorized Users to:

i. Copy, modify, or create derivative works of the Services, Deliverables, or Documentation, in whole or in part;

ii. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, Deliverables, or Documentation;

iii. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any subscription service component of the Services, in whole or in part;

iv. remove any proprietary notices from the Services, Deliverables, or Documentation; or

v. use the Services, Deliverables, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

d. Reservation of Rights GPRS reserves all rights not expressly granted to Customer under this Agreement.  Except for the limited rights and Licenses expressly granted hereunder, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or right, title, or interest in or to the Provider IP, Documentation, Deliverables, or Services.

e. Suspension GPRS shall have the right to temporarily suspend Customer’s and its Authorized Users’ access to any portion or all of the Services if:

i. GPRS reasonably determines that: (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; or (D) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law;

ii. Any vendor of GPRS has suspended or terminated GPRS’ access to or use of any third-party services or products required to enable Customer to access the Services; or

iii. In accordance with Section 5(a) (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). GPRS shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension.  GPRS shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured.  GPRS will have no liability

f. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, GPRS may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. All rights, title, and interest in Aggregated Statistics, and all intellectual property rights therein, is and shall remain the exclusive property of GPRS.  Customer acknowledges that GPRS may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that GPRS may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

3. Customer Responsibilities.

a. General. Customer is responsible and liable for its use of the Services and Provider IP, including such use by its Authorized Users, regardless of whether such access or use is permitted by or in violation of the Agreement.  Customer is responsible for all acts and omission of its Authorized Users and is required to ensure that all of its Authorized Users use the Services and Provider IP in accordance with this Agreement and applicable law.

b. Customer warrants and represents to GPRS that: (i) Customer owns the property that it will view in connection with its use of the Services; or (ii) Customer has secured all necessary authorizations, permissions, and consents that may be required pursuant to applicable law to use the Services in connection with the property that it is viewing. Customer also warrants and represents that Customer and its Authorized Users will not: (i) use the Services or Provider IP to violate applicable law or any third party’s rights; and (ii) use the Services or Provider IP in connection with any property that Customer does not have specific authorization to view or access.

c. Third-Party Products. From time to time, GPRS may make certain Third-Party Products available to Customer and any such Third-Party Products will be subject to their own term and conditions and the applicable flow-through provisions, if any, included in Exhibit A. In the event that Customer does not agree to adhere to the applicable terms for any Third-Party Products, then Customer must not install or use any such Third-Party Products.

    4. Service Levels and Support

    a.Service Levels. Subject to the terms and conditions of this Agreement, GPRS shall use commercially reasonable efforts to make the Services available in accordance with the service levels set forth in Exhibit B, which is attached hereto.

    b. Support. The access rights conferred to Customer in Section 2(a) permit the Customer to the support services described on Exhibit B for the Term of this Agreement.

     

    5. Fees and Payment

    a. Fees. Customer shall pay GPRS the fees (“Fees”) detailed in Exhibit A to this Agreement, which shall be paid by Customer either by credit card or invoice, depending upon the type of subscription selected by Customer.  GPRS’ payment terms on subscriptions that are paid via an invoice are NET thirty (30) days from the date of invoice without any set-off or other deduction.  All payments due in connection with an invoice shall be paid in U.S. dollars.  For any undisputed invoice that goes unpaid beyond thirty (30) days from the date of invoice, GPRS will charge interest at the greater of (i) 1.5% per month, or (ii) the highest permissible internet rate under applicable law until such amounts are paid in full.  Customer shall be liable to GPRS for all costs incurred by GPRS in connection with collecting any overdue or late payments, interest, and attorney’s fees regardless of payment method.  Notwithstanding any of the foregoing, GPRS shall have the right to suspend Customer’s access to the Services, including its Authorized Users, and terminate this Agreement, without prejudice to any of GPRS’ rights or remedies under this Agreement, the law, or in equity, if all past due amounts are not fully paid within ten (10) calendar days of Customer’s receipt of written notice from GPRS demanding payment.  Customer acknowledges and agrees that GPRS does not issue refunds for any Fees under this Agreement.

    b. Taxes. All Fees and other amounts payable by Customer under this Agreement shall be exclusive of taxes and other similar governmental expenses.  Customer is responsible for all sales, use, excise taxes, and any other similar taxes, duties, and charges of any kind that are imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder; provided, however, that Customer will not be responsible for any taxes imposed on GPRS’ income.

    c. Audit Rights. During the Term of this Agreement, GPRS may, in GPRS’ sole discretion, audit Customer’s use of the Services to ensure Customer’s compliance with this Agreement.  Customer shall cooperate with GPRS’ personnel conducting such audits and provide all access requested by GPRS to records, systems, equipment, information, and personnel, including, without limitation, machine identification information, serial numbers, and related information necessary for GPRS to verify compliance with the terms of this Agreement.  If the audit determines that Customer’s use of the services exceeds or exceeded the use permitted by this Agreement, then Customer shall, within thirty (30) days following the date of GPRS’ written notification thereof, pay GPRS: (i) the retroactive Fees for such excess use and, unless GPRS terminates this Agreement as set forth herein, Customer shall obtain and pay for a valid license to bring Customer’s use into compliance with this Agreement; and (ii) the cost incurred by GPRS to conduct the audit.  GPRS’ remedies hereunder are cumulative and are in addition to, and not in lieu of, all other remedies that GPRS may have at law or in equity, whether under this Agreement or otherwise.

      6. Confidentiality.

      a. Confidential Information. The term “Confidential Information” means all confidential, non-public, or proprietary information disclosed or made available by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally, or disclosed or access in written, electronic, or other form or media and whether or not marked or designated as “confidential,” including, without limitation, business and financial information, supplier information, customer information, pricing, technical information, intellectual property, patents, copyrights, trademarks, trade secrets, algorithms, code, data, designs, documentation, drawings, forecasts, formulas, hardware, ideas, inventions, whether patentable or not, photographs, plans, procedures, processes, budges, records, reports, sketches, computer code or other information a reasonable person would understand being confidential (collectively, “Confidential Information”).  The term Confidential Information does not include information which: (a) is or becomes part of the public domain other than as a result of any violation of this Agreement by the Receiving Party; (b) is received by the Receiving Party from a third party on a non-confidential basis; or (c) is independently developed by the Receiving Party, as established by the Receiving Party’s written records, without use of or reference to any of the Disclosing Party’s Confidential Information.

      b. Protection of Confidential Information. Receiving Party agrees that it shall not disclose, directly or indirectly, any Confidential Information to any third party, except that the Receiving Party may disclose Confidential Information to those of its employees, agents, and representatives (collectively “Personnel”) who require the Confidential Information for their job function and provided that such Personnel agree to comply with the obligations of this Agreement. The Receiving Party shall remain liable for any breach of this Agreement by its Personnel. Receiving Party shall not use any Confidential Information hereunder for its own or any other party’s benefit. Receiving Party shall protect all Confidential Information using the same degree of care that it uses for its own information of a similar nature; provided, however, that the Receiving Party must use a reasonable amount of care in the protection of Confidential Information. The duty of confidentiality under this Section 6 shall continue for the Term of the Agreement and for a period of five years following the earlier to occur of expiration or termination of this Agreement; provided, however, that the duty of confidentiality for any trade secret shall continue for so long as such Confidential Information constitutes a trade secret under applicable law. If the Receiving Party learns or discovers that any Confidential Information has been accessed, acquired, used, or rendered inaccessible by an unauthorized party or otherwise handled in violation of this Agreement, the Receiving Party shall promptly provide notice to the Disclosing Party and immediately undertake to investigate, remedy, and mitigate the harm resulting therefrom.

      c. Legally Required Disclosures. If the Receiving Party or any of its Personnel is required under applicable law or a valid legal order to disclose any Confidential Information, the Receiving Party shall immediately notify the Disclosing Party of such requirement and provide its cooperation in any effort by the Disclosing Party, at the Disclosing Party’s sole expense, to obtain a protective order, injunctive relief, or other legal remedy to prevent the disclosure of such Confidential Information.  If the Disclosing Party’s attempt to prevent disclosure of the Confidential Information fails, then the Receiving Party shall only disclose that Confidential Information, which on the advice of legal counsel, the Receiving Party must disclose in order to comply with the legal requirement or valid legal order.

      7. Intellectual Property.

      a. Ownership. Customer acknowledges and agrees that GPRS owns all right, title and interest, including all intellectual property rights, in and to the Provider IP.  With respect to Third Party Products, Customer acknowledges and agrees that all right, title, and interest, including all intellectual property rights, in and to such Third Party Products is and shall remain the exclusive property of such third party providers.

      b. License. Customer grants GPRS a perpetual, worldwide, royalty free, irrevocable, and transferrable license to use, display, store, publish, copy, transfer, distribute, make, have made, modify, improve, and create derivative works from any materials, information, or data uploaded to GPRS in connection with the Services.

      c. Feedback If Customer, including any of its employees or contractors sends or transmit any communications or materials to GPRS by electronic mail, mail, telephone, or otherwise that suggests or recommends changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), GPRS is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.  Customer hereby assigns to GPRS on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and GPRS is free to use, without any attribution or compensation to any part, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.  Customer further acknowledges and agrees that GPRS is not obligated to use any Feedback.

      8. Warranty Disclaimer GPRS MAKES THE WEBSITE, SERVICES, AND PROVIDER IP AVAILABLE “AS IS.”  GPRS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE WEBSITE, SERVICES, AND PROVIDER IP AND GPRS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, COURSE OF PERFORMANCE, OR TRADE PRACTICE.  EXCEPT FOR THE LIMITED WARRANTY SET OUT IN THIS SECTION 8, GPRS MAKES NO WARRANTY OF ANY KIND THAT THE WEBSITE, SERVICES, PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF OTHER USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WITH ANY SUBSCRIPTION SERVICE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, ERROR FREE, OR FREE OF HARMFUL CODE

       

      9. Indemnification

      a. GPRS Indemnification. GPRS shall fully indemnify, defend, and hold Customer harmless from and against any and all lawsuits, claims, causes of actions, and other proceedings asserted by third parties (collectively, “Third Party Claims”) and pay all losses, damages, liabilities, costs, fees (including attorney’s fees) and expenses (collectively, “Losses”) resulting from such Third Party Claims that the Services or the use of the Services or Provider IP in accordance with this Agreement infringes upon or misappropriates the intellectual property rights of a third party, except that GPRS will have no duty to indemnify hereunder to the extent any Third Party Claim arises out of: (i) Customer’s use of the Services or Provider IP in a manner that is not approved by GPRS or (ii) Customer’s use of the Services in combination with data, computer code, hardware, equipment, or technology that is not provided by GPRS or authorized in writing by GPRS; or (iii) any modifications to the Services not made by GPRS.

      If any Third Party Claim is made or appears possible, Customer agrees that GPRS shall be permitted, at GPRS’ sole discretion to: (1) modify or replace the Services, or any component or part thereof, so that the Services are no longer infringing; or (2) obtain the right for Customer to continue using the Services.  In the event that GPRS determines that neither the alternative in (1) or (2) is reasonably available, GPRS may terminate the Agreement, in its entirety, or with respect to the affected component or part, effective immediately on written notice to Customer.

      b. Customer Indemnification. Customer shall fully indemnify and hold GPRS harmless, and at GPRS’ option, defend GPRS, from and against any and all Losses resulting from any Third Party Claim, arising out of or in connection with (i) Customer or any Authorized User violation of this Agreement; (ii) negligence or willful misconduct by Customer or any Authorized User; (iii) use of the Services or Provider IP in combination with data, computer code, hardware, equipment, or technology not provided by GPRS or authorized by GPRS in writing; or (iv) modifications to the Services not made by GPRS, provided that Customer may not settle any Third-Party Claim against GPRS unless GPRS consents to such settlement, and further provided that GPRS will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

      c. Indemnification Procedure In the event that either Party has the right to seek indemnification hereunder, it shall promptly provide written notice to the indemnifying Party of the Third Party Claim and any underlying lawsuit or other relevant documentation received in connection therewith.  Any delay by the indemnified Party in providing notice to the indemnifying Party will not serve to extinguish the indemnification obligation under this Section, unless the indemnifying Party can established that it was materially prejudiced by such delay.  Except as otherwise provided in this Section 9, the indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel approved by the indemnified Party, which shall not be unreasonably withheld.  The indemnified Party shall have the right to employ its own legal counsel in any such Third Party Claim, at the indemnified Party’s sole expense.  No indemnifying Party shall settle any claim against an indemnified Party that includes any admission of guilt or liability without the prior written consent of the indemnified Party.  Moreover, any settlement shall include a complete release for the indemnified Party.

      d. Sole Remedy This Section 9 contains Customer’s exclusive remedy and GPRS’ sole liability and obligation for any actual, threatened, or alleged Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

       

      10. Limitations of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN SECTION 9, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL EXEMPLARY, PUNITIVE, ENHANCED, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, REPUTATIONAL DAMAGE, INCREASED COSTS, DIMINUTION IN VALUE, LOST PRODUCTION, LOSS OF USE OR INABILITY TO USE ANY DATA, SYSTEM OR EQUIPMENT.  THE LIMITATIONS IN THIS SECTION 10 SHALL APPLY REGARDLESS OF THE LEGAL THEORY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR SOME OTHER THEORY OF LIABILITY AND REGARDLESS OF WHETHER A PARTY WAS WARNED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WITH GPRS’ TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY PARTY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO GPRS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

       

      11. Term and Termination

      a. Term. The term of this Agreement shall commence on the Effective Date and continue in effect for the duration specified in the license agreement (the “initial term”), unless otherwise terminated as set forth herein. Following the Initial Term, the Agreement shall automatically renew as specified in the license agreement unless either Party gives the other Party written notice of its intent not to renew the Agreement as least sixty (60) days prior to the expiration of the then-current term (each, a “Renewal Term” and together with the Initial Term, the “Term”). 

      b. Termination. This Agreement may be terminated as follows:

      i. GPRS may terminate this Agreement with written notice if Customer: (A) fails to pay any undisputed amount when due under this Agreement and such failure continues for more than ten (10) days after GPRS’ delivery of written notice thereof to Customer; or (B) breaches any of its obligations under Section 2(c) or Section 6 of this Agreement.  Such termination shall become effective upon Customer’s receive of the written notice of termination.

      ii. Either Party is permitted to terminate this Agreement with written notice to the other Party, if the other Party materially breaches this Agreement and such breach is capable of being cure and remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice regarding the underlying breach. The effective date of a termination under this Section 11(b)(ii) is the thirty-first day following the breaching Party’s receipt of the original written notice from the non-terminating Party regarding the breach.

      iii. Either Party may terminate this Agreement, effectively immediately upon written notice to the other Party, if such other Party: (A) becomes insolvent or is generally unable to pay or fails to pay its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject to any proceeding under any domestic or foreign bankruptcy or insolvency laws; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property, business or assets.

      c. Effect of Expiration or Termination. Upon the earlier to occur of expiration or termination of this Agreement, Customer shall immediately discontinue use of the Services and Provider IP.  Customer shall have thirty (30) days from the date of expiration or termination, as applicable, to download and retrieve any files Customer or its Authorized Users uploaded to the Services, including photographs, blueprints, documents, and other materials that are not Provider IP (collectively, “Customer Content”).  At the end of thirty (30) days following the earlier to occur of expiration or termination of this Agreement, GPRS shall have the option to delete and destroy all Customer Content from the Services.  Without limiting Customers obligations under Section 6, Customer shall, at GPRS’ option, either delete, destroy, or return all copies of the Provider IP and certify in writing to GPRS that the Provider IP has been deleted or destroyed.  The expiration or termination of this Agreement will not affect Customer’s obligation to pay all Fees that may have become due before the expiration or termination of the Agreement.

      d. Survival. The Parties agree that Sections 1, 5, 6, 7, 8(b), 9, 10, and 11 through 23 shall survive the termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement

       

      12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and writings, whether communicated orally, in writing, electronically or otherwise, with respect to the subject matter hereof.

       

      13. Notices All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth in the first paragraph of the first page of this Agreement (or to such other address as a Party may designate by providing Notice in accordance with this Section).  All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

      14. Force Majeure  Except for the obligation to make payment hereunder, neither Party shall be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performance of its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, which includes, but shall not be limited to any acts of God, nature (e.g. flood, fire, earthquake, hurricane, etc.), epidemic or pandemic, explosion, war, terrorism, internet outage, invasion, riot or civil unrest, strikes, labor stoppages or slowdowns, or other industrial disturbances, the enactment or declaration by any government or public authority, including the imposition of an embargo that prevents a Party’s performance (each, a “Force Majeure Event”).  In the event that a Party suffers from a Force Majeure Event and seeks the protection of this Section, the affected Party shall promptly provide Notice to the non-affected Party, including the underlying basis of the Force Majeure Event and expected duration (to the extent known).  Except for the payment of fees due hereunder, the affected Party’s obligations under this Agreement shall be tolled for the duration of the Force Majeure Event.  The affected Party shall promptly inform the unaffected Party when the Force Majeure Event ends at which point the affected Party’s obligations shall again commence.  If any Force Majeure Event continues for more than sixty (60) days, the non-affected Party shall have the right to immediately terminate this Agreement without penalty to the affected Party.

      15. Amendment and Modification This Agreement may only be amended in a writing signed by duly authorized representatives of each Party

      16. Waiver No wavier by any Party of any of the provisions hereof will be effective unless it is set forth in a writing that specifically references the provision being waived and is signed by a duly authorized representative of the Party against whom enforcement is sought.  No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

      17. Severability In the event that any provision in this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, which shall remain in full force and effect.  Upon such a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order to permit the transactions contemplated hereby to be consummated as originally contemplated to the maximum extent possible.

      18. Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard for any conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than the laws of the State of Ohio.  For any dispute, lawsuit, cause of action, or proceeding that arises out of or in connection with this Agreement, the Parties hereto irrevocably submit to the exclusive jurisdiction of the State and Federal Courts in and for Lucas County, Ohio, U.S.A. and each Party irrevocably waives any claim that the jurisdiction of such courts is improper or inconvenient.

      19. Assignment Customer shall not assign any of its rights or delegate any of its obligations hereunder, in each case, whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of GPRS.  Any purported assignment or delegation in violation of this Section shall be null and void.

      20. Export Regulation Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the United States.

      21. US Government Rights Each of the Documentation and the subscription service components that constitute the Services is a “commercial item” 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. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

      22. Equitable Relief The Parties hereto acknowledge and agree that a breach or threatened breach by a Party of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would be an inadequate remedy.  The Parties further agree that in the event of such a breach or threatened breach, the other Party shall be entitled to equitable relief, including without limitation a restraining order, injunction, specific performance, and any other relief that may be available from any court, without the requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.  The remedies set forth in this Section are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

      23. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed as an original, but all of which together are deemed to be one and the same agreement.