END USER LICENSE AGREEMENT
This End User License Agreement is a legally binding agreement between the purchaser and/or end user (“You”,
Subscriber”, “Your”), and Solvpath LLC (“Solvpath”), a New York Limited Liability Company, By clicking
“select plan”, “activate now”, “submit”, “order now”, or “purchase” to open an account with Solvpath, or any other
application made available by Solvpath (“Software”), or by your use of the Software, You acknowledge that You have
read, understood and agree to the terms and conditions of this Agreement with Solvpath. If you are unwilling to
accept the terms and conditions of this Agreement, you may not use the Software. You use. Both Solvpath and
Subscriber may be referred to herein individually as a “Party” and/or collectively as the “Parties.”
This Agreement includes and incorporates the attached Exhibits.
Solvpath owns, operates and provides certain proprietary Software and technology that it will make available to
Subscriber on a limited basis, as set forth below, for the provision of a subscription services to be used by
Subscriber for, among other things, automated customer service support, troubleshooting and reporting, and fully
automated outbound campaigns (hereinafter referred to as the “Service(s),” as further set forth below).
The Software is made available by Solvpath to the Subscriber through the web site located at
https://solvpath.com (“Site”).
Each Party agrees that any of its representatives, employees, affiliates, members or any person or entity acting on
its behalf with respect to the provision of or use of the Services shall be bound by, and shall abide by, the terms
of this Agreement. You further agree that you are bound by the terms of this Agreement whether you are acting on
your own behalf or on behalf of a third party.
Definitions.
Affiliate: means any entity that directly or indirectly controls, is controlled by, or is under common
control with you. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of your voting interests.
Authorized User: means those licensed uniquely identified individuals who are authorized by you to use the
Software regardless of whether those individuals are actively using the Software at any given time. Licenses granted on an
Authorized User basis may be permanently reassigned between uniquely identified individuals over time, subject to
Solvpath’s prior written approval, but may not be reassigned so frequently as to enable the sharing of a single
license between multiple users.
Subscriber Data: means data generated by you or your Authorized User and used by or imported into the
Software, but excludes data generated by a Client Sublicensee unless such data is combined with your data or is
relevant to your provision of services to such Client Sublicensee.
Documentation: means any supporting product help and technical specifications documentation provided by
Solvpath with the Software to you.
Software: means the proprietary Solvpath software product(s) and technology provided in connection with this
Agreement in object code form (or as otherwise specified in any related Ordering Document), as more fully described
in the Documentation. “Software” shall also include any Support and Maintenance Services releases provided to you
under this Agreement. Unless otherwise noted, the Software and Documentation are referred to collectively herein as
“Software”. All undefined names of Software products have the meanings given to them in the Documentation.
1. SaaS Services and Support.
1.1 This Agreement sets forth the terms and conditions under which Solvpath agrees to license to Subscriber
certain hosted Software and provide all other services necessary for the productive use of such Software, including,
but not limited to, customization/integration, user identification and password change management, data
import/export, monitoring, technical support, maintenance, training, backup and recovery and change management (the
“Services”).
1.1.1 Subject to the terms of this Agreement, Solvpath will use commercially reasonable efforts to provide
Subscriber the Services and in accordance with the Service Level Terms attached hereto as
Exhibit A.
1.1.2 As part of the registration process, Subscriber will identify an administrative user name(s) and password(s)
for Subscriber’s account (“Authorized User(s)”). Subscriber shall be responsible for (a) providing true, accurate,
current and complete information in all material respects; (b) verifying the Authorized User(s) and updating such
information on a regular basis; and (c) notifying Solvpath immediately of an unauthorized use of the Software or
Services of which Subscriber becomes aware.
1.1.3 Solvpath shall have the right to request from Subscriber its certification of compliance with the permitted
number of Authorized Users (which are subject to Solvpath’s sole discretion). Where the actual number of users
exceeds the permitted number of Authorized Users, Solvpath reserves the right, at its sole discretion, to
terminate Subscriber’s account and refuse any and all current or future use of the Services.
1.1.4 Solvpath reserves the right to refuse registration of or cancel passwords it deems inappropriate.
1.1.5 If any information provided by Subscriber is untrue, inaccurate, not current or incomplete in any material
respect, Solvpath has the right to terminate Subscriber’s account and refuse any and all current or future use
of the Services.
1.2 Subject to the terms hereof, Solvpath will provide Subscriber with reasonable technical support services in
accordance with the terms set forth in Exhibit B.
2. Right to Use.
2.1 Limited License. Subject to and in accordance with the terms and conditions of this Agreement and payment
of all Fees, Solvpath hereby grants Subscriber a limited, non-exclusive, non-transferable, non-delegable and
non-assignable license to use the Software and Services.
2.2 Subscriber Responsibilities. Customer (i) will keep its passwords secure and confidential and use
industry-standard password management practices; (ii) is primarily responsible for Customer Data and all activity in
its Services accounts; (iii) will use commercially reasonable efforts to prevent unauthorized access to its account
and notify Solvpath promptly of any such unauthorized access; and (iv) may use the Services only in accordance with
the Services’ technical documentation and applicable law.
3. Restrictions and Prohibitions on Use.
Your license for access and use of the Site and Services and any information, materials or Documentation
(collectively defined as “Content and Materials”) therein are subject to the following restrictions
and prohibitions on use:
You may not:
3.1 Copy, print (except as expressly permitted by this Agreement), republish, display, distribute, transmit, sell,
rent, lease, loan or otherwise make available in any form or by any means any portion of the Site or Services or any
Content or Material retrieved therefrom;
3.2 Use the Site or Services or any materials obtained from the Site or Services to develop, of
as a component of, any information, storage or retrieval system, database, information base, or similar source (in
any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including
through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;
3.3 Create compilations of derivative works of any Content and Materials from the Site or
Services;
3.4 Use any Content and Materials from the Site or Services in any manner that may infringe any
copyright, intellectual property right, proprietary right, or proprietary right of Solvpath or any third
parties;
3.5 Remove, change or obscure any copyright notice or other proprietary notice or terms of use
contained in the Site or Services;
3.6 Make any portion of the Site or Services available through any timesharing system, service
bureau, the Internet or any other technology now existing or developed in the future;
3.7 Remove, decompile, disassemble or reverse engineer any Site or Services software or use any
network monitoring or discovery software to determine the Site or Services plan architecture;
3.8 Use any automatic or manual process to harvest information from the Site or Services;
3.9 Use the Site or Services for the purpose of gathering information for or transmitting (1)
unsolicited commercial email in violation of the CAN-SPAM Act of 2003; (2) email that makes use of headers, invalid
or nonexistent domain names or other means of deceptive addressing; and (3) unsolicited telephone calls, SMS or text
messages, or facsimile transmissions in violation of the Telephone Consumer Protection Act of 1991 and any rule
changes or amendments thereto;
3.10 Use the Site or Services in a manner that violates any international, federal, state, or
local laws, rules, and regulations, including, without limitation, laws regulating email, text messaging, facsimile
transmissions or telephone solicitations;
3.11 Use a single account for multiple business entities in an unauthorized manner; and
3.12 Export or re-export the Site or Services or any portion thereof, or any software available
on or through the Site or Services, in violation of the export control laws or regulations of the United States.
4. Payment of Fees.
4.1 Fees. Fees shall be payable by Subscriber to Solvpath pursuant to
Exhibit C hereto, which is incorporated into the Agreement by reference.
4.2 Payment. Subscriber agrees to pay Solvpath all applicable charges as defined in the
attached Exhibit C to its accounts for services provided, in United States dollars, in accordance
with the payment policy in effect at the time those charges become due. Subscriber will complete a credit card
authorization form and/or a digital payment authorization, which will authorize Solvpath to charge Subscriber’s
credit card on file on a monthly basis for the subscription and usage fees set forth in Exhibit C, as agreed to by
Subscriber. Subscriber agrees to not charge back any of the related fees associated with this account, and any
charge backs will result in Subscriber paying associated charge back fees. Additionally, if Subscriber provides
Solvpath with a credit card, charge card that expires during the term of this Agreement, Solvpath reserves the right
to charge any renewal card issued to Subscriber as a replacement without any additional Subscriber consent.
4.3 Billing. Solvpath will bill its subscription fees (as set forth in Exhibit C) on the
first of each month, at which time Solvpath will charge Subscriber’s credit card on file. Any usage fees (as set
forth in Exhibit C) will be billed on a monthly basis, reflecting the previous month’s usage. For the avoidance of
doubt, and for purposes of illustration only, on the first of January, Subscriber will be charged the agreed-upon
subscription fee. The usage fees for January, however, will be billed the following month, in February, along with
February’s subscription fees.
4.4 No Refunds. All payments made to Solvpath are NON-REFUNDABLE, including, without
limitation, any setup fees, work order fees, monthly subscription and usage fees, and per session/ticket fees.
4.5 Failure to Make Payment. Fees shall be due as set forth in Exhibit c. In the event
of any failure by Subscriber to make payment, or upon any Subscriber charge-back, Subscriber will be responsible for
all reasonable expenses (including reasonable attorneys’ fees) incurred by Solvpath in collecting such amounts plus
interest at the rate of the lesser of one and one-half percent (1.5%) per month or the highest rate permissible
under applicable law for the actual number of days elapsed. Subscriber shall also be subject to the termination
provisions contained in Section 5 below.
4.6 Other Charges. Subscriber is solely responsible for any phone or SIP minutes, phone
numbers and SMS/MMS charges, including any post-termination fees as set forth in Section 5.6 below.
5. Term and Termination.
5.1 Term. This Agreement is legally binding as of the Effective Date and shall
continue until terminated as provided for herein. Unless this Agreement is terminated in accordance with the terms
set forth herein, the Initial Term of this Agreement shall be ninety (90) days. Following the Initial Term and
unless otherwise terminated as provided for this Agreement, this Agreement shall automatically renew for successive
one (1) year terms (each, a “Renewal Term”) until such time as a party provides the other party with written notice
of termination pursuant to the provisions below.
5.2 Termination for Cause. You agree that Solvpath may, under certain
circumstances and without prior notice, immediately terminate your Solvpath account and access to the Services.
Cause for such termination may include, without limitation, (a) breaches or violations of this Agreement or other
incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request
by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part
thereof), (e) unexpected technical issues or problems, and (f) extended periods of inactivity, and (g) any reason
whatsoever. Termination of your Solvpath account includes (a) removal of access to all offerings within the Service,
(b) deletion of your password and all related information, files and content associated with or inside your account
(or any part thereof), and (c) barring further use of the Services. Further, you agree that all terminations for
cause shall be made in Solvpath’s sole discretion and that Solvpath shall not be liable to you or any third-party
for any termination of your account, deletion of data, or access to the Services.
5.3 Termination for Convenience. In addition to its right to terminate for cause per section 5.2 above, Solvpath has the right, in its sole discretion, to terminate this Agreement at any time for its convenience subject to fifteen (15) days advanced written notice.
5.4 Subscriber’s Right to Terminate. You may stop using the Services at any time by closing your Account or ceasing to use the Services. In such event, you will not be entitled to any refund of any fees that you have paid prior to you ceasing to use the Service, including any monthly subscription fees, and any usage for the month is still due and payable to Solvpath.
5.5 Payments upon Termination. Upon termination of this Agreement for any
reason, Subscriber shall pay to Solvpath all amounts due and payable hereunder, if any.
5.6 Post-Termination Fees and Costs. To the extent Subscriber opts to port its assigned local or toll free phone number(s) to Solvpath during the course of this Agreement, Subscriber is solely responsible and liable for paying any fees or costs associated with voice/usage minutes incurred post-termination. To avoid further liability to Solvpath for any such fees or costs, Subscriber is solely responsible for directing Solvpath to transfer its assigned local or toll free phone numbers back to the Subscriber upon termination of this Agreement.
6. Mutual Representations and Warranties.
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT: (A) IT HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THE AGREEMENT, TO GRANT THE LICENSES GRANTED HEREUNDER AND TO PERFORM THE ACTS REQUIRED OF IT HEREUNDER; (B) THE EXECUTION OF THE AGREEMENT BY IT AND THE PERFORMANCE OF ITS OBLIGATIONS AND DUTIES HEREUNDER, DOES NOT AND WILL NOT VIOLATE ANY AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; (C) WHEN EXECUTED AND DELIVERED, THE AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF EACH PARTY, ENFORCEABLE AGAINST EACH PARTY IN ACCORDANCE WITH ITS TERMS; (D) THE INDIVIDUAL COMPLETING THE AGREEMENT HAS THE
AUTHORITY TO LEGALLY BIND THE PARTY.
7. Subscriber’s Representations and Warranties.
In addition to the mutual representations in Section 6 above, You represent, warrant, and understand that: (a) you
will perform your rights, duties and obligations under this Agreement, and, at all times, you will be in compliance
with all applicable local, state, and federal laws, rules and regulations; (b) the Software technology provides a
self-service platform, and you will be solely responsible for adjusting your customized account settings correctly
and for monitoring the Software regularly to ensure, among other things, timely response to customer inquiries and
enhanced customer service experience; (c) your collection and use of your customer’s personally-identifiable
information or technical data shall be in compliance with all applicable local, state, and federal laws, rules and
regulations, pertaining in any way to the privacy, confidentiality, security, management, disclosure, reporting, and
any other obligations related to the possession or use of any of your customer’s personally identifiable information
or technical data; including but not limited to the Controlling the Assault of Non-Solicited Pornography and
Marketing Act (“CAN-SPAM”) and the Telephone Consumer Protection Act (“TCPA”) (collectively “Privacy Laws and
Regulations”); (d) to the extent applicable, you will comply with all European Union data privacy laws, including
without limitation, the General Data Protection Regulation (GDPR); (e) you are not currently aware of or subject to
any investigation or litigation, either by a government regulator or by a third party; (d) the information you
provided to Solvpath is truthful, accurate, complete and not misleading in any material respect.
Failure to comply with these Representations and Warranties may result in the immediate suspension and/or
termination of your account.
8. Warranty and Disclaimer.
Solvpath shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform implementation of
Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance
or for unscheduled emergency maintenance, either Solvpath or by third-party providers, or because of other causes
beyond Solvpath’s reasonable control, but Solvpath shall use commercially-reasonable efforts to provide advance
notice in writing or by e-mail of any scheduled service disruption. However, Solvpath does not warrant that the
Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained
from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, AND YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SOLVPATH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOLVPATH FURTHER DISCLAIMS ANY WARRANTY REGARDING THE AVAIABILITY, ACCURACY OR CONTENT OF THE SITE AND/OR SERVICES AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SERVICES OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR SERVICES. SOLVPATH MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES AS TO THE LEVEL OF CUSTOMER SERVICE EXPERIENCE SUBSCRIBER CAN EXPECT FROM MANAGING ITS SELF-SERVICE PLATROM BY ENTERING INTO THIS AGREEMENT AND SUBSCRIBING TO THE SITE AND/OR SERVICES.
9. Subscriber Data.
9.1 Ownership. Subscriber’s data (“Subscriber Data”) which shall also be known and treated by Service
Provider as Confidential Information) shall include: (a) Subscriber’s data collected, used, processed, stored, or
generated as the result of the use of the Services; and, (b) personally identifiable information (“PII“) collected,
used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any
information that identifies an individual, such as an individual’s social security number or other government-issued
identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email
address, credit card information, or an individual’s name in combination with any other of the elements listed
herein. Subscriber Data is and shall remain the sole and exclusive property of Subscriber and all right, title, and
interest in the same is reserved by Subscriber. This Section shall survive the termination of this Agreement.
9.2 Solvpath’s Use of Subscriber Data. Solvpath is provided a limited license to Subscriber Data for the sole
and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and
display Subscriber Data only to the extent necessary in the providing of the Services. Service Provider shall: (a)
keep and maintain Subscriber Data in strict confidence, using such degree of care as is appropriate and consistent
with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use,
disclosure, or loss; (b) use and disclose Subscriber Data solely and exclusively for the purpose of providing the
Services, such use and disclosure being in accordance with this Agreement and applicable law; and, (c) not use,
sell, rent, transfer, distribute, or otherwise disclose or make available Subscriber Data for Solvpath’s own
purposes or for the benefit of anyone other than Subscriber without Subscriber’s prior written consent. This Section
shall survive the termination of this Agreement.
9.3 Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that
compromises or is suspected to compromise the security, confidentiality, or integrity of Subscriber Data or the
physical, technical, administrative, or organizational safeguards put in place by Solvpath that relate to the
protection of the security, confidentiality, or integrity of Subscriber Data, Solvpath shall, as applicable: (a)
notify Subscriber as soon as practicable but hours of becoming aware of such occurrence; (b) cooperate with
Subscriber in investigating the occurrence, including making available all relevant records, logs, files, data
reporting, and other materials required to comply with applicable law or as otherwise required by Subscriber; (c) in
the case of PII, at Subscriber’s sole election, notify the affected individuals who comprise the PII as soon as
practicable but no later than is required to comply with applicable law, or, in the absence of any legally required
notification period, within five (5) calendar days of the occurrence.
9.4 Third-Party Services. Solvpath’s Services inter-operate with third-party services (“Third-Party
Services”) and depend on continuing availability of and access to the Third-Party Services, including application
programming interfaces. If for any reason a Third-Party Service ceases to be available for Solvpath’s Services on
reasonable terms, Solvpath may be unable to continue to provide all of the functions of its Services. If a
Third-Party Service for which Subscriber has purchased Solvpath’s Services becomes permanently unavailable for
inter-operation with Solvpath’s Services (other than as a result of an act or omission of Subscriber), Subscriber is
nevertheless responsible for any fees due to Solvpath under the terms of this Agreement. To the extent the issue
with the Third-Party Services is not resolved in a timely manner, then Subscriber may terminate the Services per the
terms set forth in Section 5 of this Agreement.
10. Confidentiality; Proprietary Rights.
10.1 Each Party (the “Receiving Party”) understands that the other party (the “Disclosing
Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing
Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary
Information of Solvpath includes non-public information regarding features, functionality and performance of the
Site and/or Services. Proprietary Information of Subscriber includes non-public data provided by Subscriber to
Solvpath to enable the provision of the Services (“Solvpath Data”).
10.2 The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary
Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge
to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply
with respect to any information after five (5) years following the disclosure thereof, or five (5) years from the
date of termination of this Agreement (whichever is later), or any information that the Receiving Party can document
(a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt
from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was
independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be
disclosed by law.
10.3 Additionally, the Receiving Party shall ensure that Confidential Information is disclosed
to its employee(s), authorized agent(s) and/or independent contractor(s) on a need to know basis and that all such
parties have agreed in writing to be bound by these confidentiality obligations and to use reasonable care, but not
less care than they use with respect to their own information of like character.
10.4 In the event that the Receiving Party or any of such party’s agents become legally
compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, valid court
order, governmental demand or similar process) to disclose any of the Confidential Information of the Disclosing
Party, the Receiving Party or person under the legal compulsion (the “Compelled Party”) from whom such information
is being sought shall, unless prohibited by law, provide the Disclosing Party with prompt prior written notice of
such requirement, allowing the Disclosing Party to take all necessary steps to move to quash or otherwise seek
protection of said information from public disclosure. Both Parties will stipulate to any orders necessary to
protect said information from public disclosure. In the event that such protective order or other remedy is not
obtained, or the other party waives compliance with the provisions hereof, the Compelled Party agrees to furnish
only such portion of the Confidential Information that the Compelled Party is advised by written opinion of its
counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable
assurance that confidential treatment shall be accorded such Confidential Information.
10.5 Violation of this section shall be considered a material breach of the Agreement and will
entitle non-breaching Party to terminate this Agreement without liability to the other Party, and to pursue any and
all other remedies available at law or in equity. The breaching Party acknowledges that a breach of this section
would cause non-breaching Party irreparable harm and that non-breaching Party shall be entitled to appropriate
injunctive relief in the event such breach is threatened or occurs. The non-breaching Party may seek injunctive
relief without the necessity of filing a bond or undertaking and may seek injunctive relief without proof of
damages. Notwithstanding the foregoing, Solvpath’s total cumulative liability under this Section will not exceed an
amount equal to all amounts actually received by Solvpath from Subscriber during the twelve (12) month period
immediately preceding any allegation by Subscriber of disclosure of Proprietary Information.
10.6 Upon termination of the Agreement, upon written demand by the Disclosing Party, the
Receiving Party agrees that it will promptly return the Proprietary Information to the Disclosing Party, including
all copies thereof or, if requested to do so by the Disclosing Party, will destroy the Propriety Information.
11. Dispute Resolution; Choice of Law.
The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law
rules or provisions. The Parties agree that any suit or proceeding arising out of or relating to this Agreement
shall be commenced in a federal or state court in the State of New York, and each party irrevocably submits to the
jurisdiction and venue of such courts. Should a dispute arise concerning the terms and conditions of the
Agreement or the breach of same by any Party hereto, Solvpath expressly reserves the option to require Subscriber to first submit the dispute for resolution by binding arbitration before the American Arbitration Association in the State of New York in accordance with the then current Commercial Arbitration Rules. Any award rendered shall be
final and conclusive, and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein
shall be construed to preclude either Party from seeking injunctive relief in order to protect its rights pending an
outcome in arbitration. Nothing contained herein shall be construed to limit any legal remedies available to
Solvpath. Solvpath may, in its sole discretion, elect to file an action in any court of competent jurisdiction in
the State of New York, in lieu of and despite the alternative dispute resolution provision above. Unless expressly
stated herein to the contrary, nothing in this Agreement, whether express or implied, is intended to confer any
rights or remedies under or by reason of this Agreement on any persons other than the Parties hereto and their
respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve
or discharge the obligation or liability of any third-persons to any party to this Agreement, nor shall any
provision give any third persons any right of subrogation or action over or against any party to this Agreement.
12. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, SOLVPATH AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND
SOLVPATH’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY SUBSCRIBER TO SOLVPATH FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SOLVPATH HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
13. Indemnification
13.1 Subscriber agrees to indemnify, defend and hold Solvpath and our partners, agents,
officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and
documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated
Parties”) harmless from any liability, loss, claim and expense, (including reasonable attorneys’ fees and expenses)
(collectively “CLAIMS”) arising from (a) any alleged or actual breach of the terms of this Agreement; (b) any
alleged or actual violation of an applicable law; or (c) the content of any Subscriber data.
13.2 Subscriber agrees: (i) to promptly notify Solvpath in writing of any Claim that it becomes
aware of and provide Solvpath with the opportunity to defend or negotiate a settlement of any such Claim at
Subscriber’s expense; and (ii) to cooperate fully with Solvpath, at Subscriber’s expense, in defending or settling
such Claim.
13.3 Solvpath has the right, but not the obligation to, assume the exclusive defense and
control of any matter subject to indemnification, for which Subscriber shall pay for all reasonable costs associated
with such defense, including, without limitation, reasonable attorneys’ fees, expert fees, costs and settlement.
13.4 No settlement may be consummated without Solvpath’s express written authorization.
14. Nontransferable
Your right to use the Site and Services is not transferable or assignable. Any username,
password or right given to you to obtain information or documents is not transferable or assignable. Notwithstanding
the foregoing, either party may assign the Agreement, and any of its rights hereunder, in connection with the sale
of all or substantially all of its assets or stock sale, merger or other corporate reorganization resulting in a
change of control, with the consent of the other party, which should not be unreasonably withheld.
15. Entire Agreement; Construction; Modification.
The Agreement represents the complete and entire expression of the agreement between the Parties, and shall
supersede any and all other agreements, whether written or verbal, between the Parties. The Agreement shall be
construed as if both Parties equally participated in its drafting, and thus shall not be construed against the
drafter. Unless expressly set forth herein, the Agreement may be amended only by a written agreement executed by an
authorized representative of each Party. Solvpath may, from time to time, issue digital notices with new amended
terms, as reflected in the Parties’ continued relationship. The issuance of such notices will constitute Solvpath’s
authorized agreement to such terms, and Subscriber’s digital signature to such notices will similarly constitute
Subscriber’s authorized agreement to such terms.
16. Non-Waiver; Severability.
No waiver of any breach of any provision of the Agreement shall constitute a waiver of any
prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective
unless made in writing and signed by an authorized representative of the waiving Party. If any provision contained
in the Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law,
then such provision will be severed and replaced with a new provision that most closely reflects the real intention
of the Parties, and the remaining provisions of the Agreement will remain in full force and effect.
17. Status of the Parties.
The Parties hereto are independent contractors. There is no relationship of partnership,
agency, employment, franchise or joint venture between the Parties. Neither Party has the authority to bind the
other or incur any obligation on its behalf
18. Force Majeure.
With the exception of Subscriber’s contractual payment of Fees obligation, neither party
shall be liable for delays or failure to perform the Services or the Agreement due to causes beyond its reasonable
control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe,
governmental legislation, acts, orders or regulations, strikes or labor difficulties, to the extent not occasioned
by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event
remains beyond the reasonable control of the delayed party. However, the Party whose performance is so delayed shall
use commercially reasonable, good-faith efforts to minimize the effects of such delay and shall resume performance
as soon as practicable.
19. Export Compliance.
You acknowledge that the Software is subject to United States export control and economic sanctions laws,
regulations, and requirements, and to import laws, regulations, and requirements of foreign governments. You agree
that (1) all use, exports, and imports related to this Agreement will be in compliance with these laws and
regulations and (2) you shall not allow any third party to export, re-export, or transfer any part of Software in
violation of these laws and regulations. The foregoing obligations include but are not limited to you or a third
party exporting, transferring, or importing the Software to: (a) to any country subject to export control embargo or
economic sanctions implemented by any agency of the U.S. or foreign governments; (b) any person or entity on any of
the U.S. Government’s Lists of Parties of Concern (https://www.bis.doc.gov/index.php/policy-guidance/lists-of- parties-of-concern) or
applicable international specially-designated parties or economic sanctions programs; (c) to
any end-user for any known end-use related to the proliferation of nuclear, chemical or biological weapons or
missiles, without first obtaining any export license or other approval that may be required by any U.S. Government
agency having jurisdiction with respect to the transaction; or (d) otherwise in violation of any export or import
laws, regulations or requirements of any United States or foreign agency or authority.
20. Notices.
All notices or other communications related to this Agreement shall be in writing and shall be
delivered by (a) personal service; (b) electronic mail (to the email address appearing in the signature blocks
below); or (c) United States certified mail, return receipt requested, postage prepaid to the mailing addresses
appearing in the signature blocks below. Notice given by personal service or via email shall be deemed effective on
the date it is delivered to the addressee, and notice mailed shall be deemed effective five (5) days after the date
of mailing.
21. Headings.
The inclusion of headings in this Agreement is for convenience of reference only and shall not
affect the construction or interpretation hereof.
22. Counterparts.
This Agreement may be executed in separate counterparts, each of which is an original, but all
of which shall be deemed to be a single instrument. This Agreement will be fully effective as of the date executed
copies are exchanged between the parties. Counterparts may be executed either in original or faxed form, and the
Parties adopt any signatures received by a receiving fax machine as original signatures of the parties.
EXHIBIT A
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance.
If Subscriber requests maintenance during these hours, any uptime or downtime calculation will exclude periods
affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities
or other reasons beyond Solvpath’s control will also be excluded from any such calculation.
Subscriber’s sole and exclusive remedy, and Solvpath’s entire liability, in connection with Services availability
shall be that for each period of downtime exceeding one hour twice during the term of this Agreement, Solvpath will
credit Subscriber 5% of Service fees of the next monthly fee. If there is unscheduled monthly downtime exceeding one
hour three times during the term of this Agreement, Solvpath will credit Subscriber an additional 5% of the next
monthly fee.
Downtime shall begin to accrue as soon as Subscriber (with notice to Solvpath) recognizes that downtime is taking
place and continues until the availability of the Services is restored. In order to receive downtime credit,
Subscriber must notify Solvpath in writing within 24 hours from the time of downtime, and failure to provide such
notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash.
Solvpath’s blocking of data communications or other Service in accordance with its policies shall not be deemed to
be a failure of Solvpath to provide adequate service levels under this Agreement.
EXHIBIT B
Support Terms
Solvpath will provide Technical Support to Subscriber via both telephone and electronic mail on weekdays during the
hours of 9:00 am through 5:00 pm Eastern Time, with the exclusion of Federal Holidays (“Support
Hours”).
Subscriber may initiate a helpdesk ticket during Support Hours by calling 877-805-4520 or any time
by emailing support@solvpath.com.
Solvpath will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business
day.
IN WITNESS WHEREOF, the parties have executed the Agreement on the date set forth on the first page
hereof.
Solvpath LLC
Name: Carl DAgostino
Title: CEO
Address: 244 Pettit Ave
Bellmore, NY 11710
Country: United States of America
EXHIBIT A
Standard License Fees
Solvpath Standard License Fees. In consideration for payment of the fees due and compliance with the Agreement,
Solvpath shall provide you with access to the Solvpath Services, which include the features listed on the Site. Upon
the parties’ acceptance of this Agreement, the initial license and setup fees are due and are nonrefundable.
