SaaS Terms of Service - TCS Tire

SaaS License Terms

These SaaS License Terms (“Terms”) are entered into between “you,” the individual or entity purchasing SaaS services pursuant to an order form (“Order Form”) referencing these Terms, and us (“we,” “us,” or “our”), the entity identified in the Order Form as the provider of the SaaS Software (defined in Section 1), Hosting Services, or other services (individually and collectively, the “Services”). By agreeing to these Terms, you represent that you have the authority to bind the company you represent. If you purchase the ePower software, Addendum A applies to the software and is incorporated into these Terms.

Services.
1. Software as a Service. The SaaS Software is made available to you remotely, over the Internet, and offered on a subscription basis (“SaaS Software”). The Services are made available for a term, as identified in the Order Form (the “Term”). Upon your payment of the subscription fees, we grant you and each of the users you authorize to access the SaaS Software (“Authorized Users”) a non-exclusive, royalty-free, limited, revocable, non-transferable, non-sublicensable right to access and use the SaaS Software solely for your internal business operations in accordance with these Terms. You grant us the limited right to copy, display, publish, transmit, and otherwise process Customer Data solely in connection with our provision of the SaaS Software. “Customer Data” means the data that is processed by the SaaS Software. For purposes of clarity, Customer Data does not include any aggregated data about the use or operation of the SaaS Software. Following the payment of the fees, we will provide you with access to the SaaS Software and provide the Documentation (as defined in Section 8) to you electronically.
2. Hosting Services. If the Order Form indicates the SaaS Software hosting method is customer hosted (“Customer Hosted”), you will provide the infrastructure and equipment necessary to host the Services. If the Order Form indicates the SaaS Software hosting method is TCS hosted (“TCS Hosted”), we will provide the infrastructure and equipment necessary to host the Services for you (“Hosting Services”). We own the hardware used to provide the Hosting Services and each IP address that is assigned to an Authorized User. We will perform the hardware and software configurations. You will not attempt to alter any hardware or software configurations.
Support; Training. We will provide you with technical support services during the Term accessible via toll-free phone support during our regular business hours. If you purchase training, we will provide remote training to your employees or contractors. If we agree to provide training onsite at your locations, you will reimburse us for our travel expenses and a reasonable per diem (subject to our providing you with valid receipts for reimbursement) in addition to the payment of any onsite training fees. If any action or omission causes a non-standard support case, we will charge you our then-current professional service rate to resolve the non-standard case. Non-standard customer support cases include issues or resolutions related to third-party integrations, customer authored reports, direct database read/write (including imports and exports, and database stored procedures not authorized by us.
1. For TCS Hosted Services. We will use commercially reasonable efforts to ensure that the Services are available. The Services may not be available due to: (a) circumstances outside of our control including acts of any government body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, earthquake or any weather, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption in telecommunications or third party services, virus or denial of service attacks, hackers, or inability to raw materials, supplies, or power user in or equipment; (b) any issue or error on your or the Authorized User’s side (including Internet connection or equipment errors or failures); (c) scheduled maintenance, emergency maintenance, upgrades to software or equipment; (d) DNS issues outside of our control; or (e) issues or outages of the Internet or utilities. We perform maintenance on a routine basis. Maintenance often requires taking servers off-line. We reserve the right to perform maintenance, during which time the SaaS Software may not be available or may experience slow response times. We endeavor to perform maintenance during off-peak hours. We will use commercially reasonable efforts to notify you prior to maintenance, but you acknowledge that, in the event of an emergency we may not be able to notify you. We reserve the right to change your IP address at any time, at our sole discretion. We do not provide “root” or administrative access to the hosted server.
Data Backup Software.
1. If Customer Hosted. You are responsible for separately backing your Customer Data in a separate backup location. We are not responsible if Customer Data is corrupted, rendered unavailable, or lost due to system outage, application error, or customer or user error.
2. If TCS Hosted. We will use commercially reasonable efforts to create a daily backup of Customer Data. Backups are not intended to be a comprehensive disaster recovery solution. We make no claims, guarantees, or warranties regarding the availability or integrity of any data backup. We do not represent that backups will be available, or accessible. We will not be held liable for loss of data due to failure in any backup process. If Customer Data is corrupted, rendered unavailable, or lost due to system outage, application error, or customer or user error, we will only be responsible for recovering the Customer Data which is available based on the most recent available backup. You will take all commercially reasonable measures to safeguard the SaaS Software and Documentation (including all copies) from infringement, misappropriation, theft, misuse, or unauthorized access.
Data Conversion. With respect to any historical data, you are responsible for extracting, converting, formatting and otherwise ensuring that your historical data is operable with the SaaS Software. Historical data will be imported as individual table data in static form and, due to the complexity of historical data relationships, we cannot import historical data relationships or table relationships.
License Restrictions. You are prohibited from (a) modifying, correcting, adapting, translating, enhancing, or otherwise preparing derivative works or improvements of the SaaS Software; (b) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making the SaaS Software or Documentation available to any third-party; (c) reverse engineering, disassembling, decompiling, decoding, or adapting the SaaS Software, or otherwise attempting to derive or gain access to the source code of the SaaS Software, in whole or in part, except for the limited purposes of ensuring or assessing interoperability or otherwise qualifies as a “fair use” under US Copyright; (d) bypassing or breaching any security device or protection used for or contained in the SaaS Software or Documentation; (e) using the SaaS Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable law; (f) using the SaaS Software for purposes of: (i) benchmarking or competitive analysis of the SaaS Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to our detriment or commercial disadvantage; (g) using the SaaS Software in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the SaaS Software could lead to personal injury or severe physical or property damage; or (h) using the SaaS Software or Documentation in any manner or for any purpose or application not expressly permitted by these Terms.
Hosting Services & Restrictions. The number of Authorized Users is set forth in the Order Form. Your use of the SaaS Software, or your access to the application is limited to a specific number of Authorized Users, and you will only allow that number Authorized Users to access the SaaS Software. Your Authorized Users may not share passwords. You and your Authorized Users will not process, store or transmit any material that is unlawful, obscene, of an “adult nature”, pornographic, threatening, abusive, libelous, or encourages conduct that is or may be criminal, offensive, give rise to civil liability, infringe upon any third party’s intellectual property rights or privacy rights, or otherwise violate any local, state, federal, or international law. You and your Authorized Users will not interfere with or attempt to interfere with any component or feature of the Services (including security features), not use the Services for purposes of “flooding”, “mailbombing”, “spamming”, or other deliberate attempts to overload or crash a host or network. You and your Authorized Users will not disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program. You acknowledge that we have the right (but not obligation) to monitor use of the Services and to investigate and disclose any violation of these Terms.
1. If TCS Hosted. We will use commercially reasonable efforts to ensure that the Services are available. The Services may not be available due to: (a) circumstances outside of our control including acts of any government body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, earthquake or any weather, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption in telecommunications or third party services, virus or denial of service attacks, hackers, or inability to raw materials, supplies, or power user in or equipment; (b) any issue or error on your or your Authorized User’s side (including Internet connection or equipment errors or failures); (c) scheduled maintenance, emergency maintenance, upgrades to software or equipment; (d) DNS issues outside of our control; or (e) issues or outages of the Internet or utilities. If we allow you to install third party software, you represent or warrant (a) you have all necessary rights to the third-party software to copy, transmit, modify, execute, and otherwise operate, use, and install the third-party software; (b) your installation of the third-party software does not violate any rights of the third-party software provider or infringe upon the rights (including intellectual property rights) of any other third-party. In addition, you represent that you have paid all applicable licensing fees. We will provide a print server role installed on your infrastructure. The print server role will provide the user with Microsoft Easy Print drivers. The print drivers will allow printing to all approved printers through Remote Desktop or Terminal Services as outlined by Microsoft. We, at our sole discretion, may choose to install specific print drivers to allow for faster printing. The installation, configuration, and testing of the drivers will be charged at our standard professional service rates for such Service.
Connection to Data Feeds; Partner Data. The SaaS Software may allow you to integrate the SaaS Software with third-party services or software (“Third-Party Services”) or receive data or information from third party sources (“Third-Party Data”). We do not provide the Third-Party Services or Third-Party Data. The Third-Party Services or Third-Party Data provider may make changes to its service, or components , or suspend or discontinue a service with or without notice. The availability of the Third-Party Service may depend on your compliance with Third-Party Service or Third-Party Data terms and conditions. The Third-Party Service providers may have access to your data, information, software, hardware, networks or systems. We may be required to provide information about you or your services to the Third-Party Service or Third-Party Data provider, and you consent to our provision of such information. We do not monitor or review the practices of any Third-Party Service or Third-Party Data provider(s) and are not responsible for how the Third-Party Services or Third-Party Data providers provide service, their actions or omissions, or for how they transmit, access, process, store, use, collect, share, or provide data. We expressly disclaim all liability related to or arising from any Third-Party Services or Third-Party Data, including liability related to or arising from any updates, modifications, outages, delivery failures, corruption of data, loss of data, use of data, inaccurate data, security, discontinuance of services, or termination of the Third-Party Services or Third-Party Data. You are solely responsible for ensuring that you comply with all terms and conditions applicable to your use of the Third-Party Services or Third-Party Data.
Ownership. As between us, we own all right, title, and interest in and to the Services, including the source code, object code API’s, scripts, client-side software, algorithms, the technology or hardware used to deliver the Services, the aggregated and anonymized data generated by the SaaS Software (including your use of the SaaS Software), the database processes and procedures, and the documentation describing the installation, execution, and operation of the SaaS Software (“Documentation”) and any training materials we provide you (collectively, “Our IP”). Other than the licenses granted in Section 1, or as otherwise expressly stated in these Terms, nothing in these Terms transfers to you any right, title, or interest in or to Our IP, whether by implication, waiver, estoppel or otherwise. You will take all such steps as we may reasonably require to assist us in maintaining the validity, enforceability, and ownership of Our IP. You will cooperate with and assist us in the event of any actual or threatened infringement, misappropriation, or violation of our rights in, and to attempt to resolve any actions relating to, Our IP. We may sell aggregated anonymous data about the use, operation, features or functionality of the SaaS Software.
Fees. You will pay the fees for the Services in the amounts and at the times specified in the Order Form. All fees will be paid in USD unless otherwise specified in the Order Form. Unless otherwise specified in the Order Form, fees are due 30 days from the date of invoice. If you fail to make any payment when due, we may charge interest on past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. You will reimburse us all costs that we incur in collecting any late payments, including attorneys’ fees, court costs, and collection agency fees. We may increase the fees for any Services (a) upon any renewal Term; or (b) following the first year of the Term (if Term is greater than one year), no more frequently than once during a 12-month period. The fees are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income.
Overages. The Services may be charged based on number of users, storage, or other consumption metric and, in such case, when your consumption or use exceeds the applicable limitations, an overage will apply. You will pay such overage upon receipt of invoice. If you provide us with a credit card or other automated method of payment, you authorize us to charge your credit card or other automated method of payment for any such overages when they are incurred or on your next billing cycle, at our discretion. We reserve the right to suspend your access or use of the Services if you do not pay any overage when due.
Termination. We may terminate these Terms, and the Services if (i) you fail to pay any amount when due and such failure continues for 30 days following our written notice of termination; or (ii) you are in breach of these Terms and such failure continues for 30 days following our written notice of the breach. You may terminate these Terms, and the Services (iii) if we are in material breach of any material term and such failure continues for 30 days following your written notice of the material breach. Either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (iv) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (v) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (vi) makes or seeks to make a general assignment for the benefit of its creditors; or (vii) 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 or business.
1. Suspension of Service. We may suspend, terminate, or otherwise deny your access or your Authorized User’s access to all or any part of the Services if: (i) we believe that you or an Authorized User is in breach of these Terms, if you or an Authorized User has accessed or used the Services beyond the scope of the rights granted, or for a purpose not authorized pursuant to these Terms; (ii) if you or your Authorized Users are engaged in any activity that appears to be fraudulent, misleading, or unlawful relating to or in connection with your use of the Services; or (iii) if you have not paid any fees due hereunder when due. This Section does not limit any of our other rights or remedies, whether at law or in equity.
2. Effect of Termination. Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms: (i) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (ii) you will discontinue all use of any Services, or other materials that we provided to you, you will remove any software or scripts that we provide you from your systems, and we will disable access to any online Services; (iii) in the case of our termination for your breach of these Terms, any fees outstanding for the remaining Term will become immediately due and payable. In no event will we issue any refund of fees.
Confidential Information. The term “Confidential Information” means (a) the non-public information of either party, including but not limited to information relating to either party’s product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development or know-how; or (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential. “Confidential Information” does not include information that: (i) is in, or enters, the public domain without breach of these Terms; (ii) the receiving party lawfully receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party, as evidenced the receiving party’s records; (iv) the receiving party developed independently without reference to the Confidential Information; (v) information that a party is expressly permitted to disclose pursuant to these Terms. Each party agrees that (a) it will not disclose to any third-party, or use for the benefit of any third-party, any Confidential Information disclosed to it by the other party except as expressly permitted hereunder; and (b) that it will use at least reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information. Either party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement, or to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information provided that such party shall be under obligations of confidentiality at least as restrictive as those contained in this Section. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information. Each party acknowledges and agrees that a breach of the obligations of this Section may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by the recipient of Confidential Information.
Indemnity. You will defend, indemnify, and hold us, our affiliates and each of our and our affiliate’s officers, directors, employees, agents, successors, and assigns harmless from and against any and all damages, losses, costs or expenses (including reasonable legal fees) that we incur that results or arises from, or are alleged to result or arise from: (a) your breach of these Terms; (b) your use of the Services in a manner that violates applicable law, including laws that apply to marketing or advertising, warranties, privacy, consumer data or consumer credit; (c) your breach of any term or condition required by an original equipment manufacturer; (d) any materials or information (including any documents, data, specifications, software, content, or technology) provided by you, a third-party or on your behalf; (e) the customization of the Services in accordance with any specifications or directions provided by you or on your behalf; (f) any Third-Party Service or Third-Party Data or any claim that third-party data is incomplete or inaccurate; or (g) your negligent, willful, fraudulent or intentional acts or omissions. As used in this Section, references to you include your employees, contractors, agents or other users of the Services (whether or not Authorized Users).
Limited Warranty; Disclaimer. We represent and warrant that the SaaS Software will conform to the Documentation in all material respects when operated and used as intended and in accordance with the Documentation and these Terms. Your sole remedy for a breach of the foregoing warranty is the correction of the error or the replacement of the SaaS Software. Other than this limited warranty, we make no representation or warranty with respect to the Services we provide, whether express or implied, and expressly disclaim all warranties including but not limited to any implied warranty of merchantability, fitness for a particular purpose, and non-infringement. The Services are provided “As Is” and with all faults. We specifically disclaim liability for (a) any loss of use of technology or loss or corruption of data, loss of business or lost profits, or any cost associated with recovery of systems or data; (b) any loss arising from errors in instructions, diagrams or other materials; (c) Third Party Services, Third Party Data or any third-party claims; (d) delays, interruptions, service failures or other problems inherent in the use of the Internet, electronic communications or other systems outside of our reasonable control; (e) your users’ use of the Services in violation of law or these Terms. You are responsible for consulting your own accounting, tax, and legal advisors. We do not provide accounting, tax or legal advice and expressly disclaim any representation, warranty related to and any liability arising from such accounting, tax or legal advice0. We do not represent or warrant that any information we provide to you will be accurate, complete, reliable, current, or error-free.
Limitation of Liability. In no event will either party be liable under this Agreement for any consequential, incidental, indirect, exemplary, special, or punitive damages. In no event will our aggregate liability, or the aggregate liability of our affiliates, licensors, service providers, or suppliers, whether related to breach of contract, tort, (including negligence), strict liability, or any other legal or equitable theory, exceed the total fees paid by you under these Terms in the twelve-month period preceding the event giving rise to the claim.
Review of Use. If your usage of the Services exceeds the number of licenses or the scope of license purchased, you will promptly pay us for actual usage based on our then-current list price. With prior written notice, we may ourselves or through an independent auditor, review your Service usage and related records during your normal business hours to confirm compliance with these Terms (a “Review”). You will provide us or the auditor with access to the relevant records and facilities for the Review. We will treat all information disclosed during the Review as Confidential Information and will only use or disclose such information as required by law or to enforce our rights under these Terms.
Early Access Use and Suggestions.
1. Early Access Program. We may offer pre-release feature or functionality capabilities for experimental testing and evaluation (“Early Access Program” or “EAP”). If you choose to participate in the Early Access Program, and we authorize you to participate in such EAP, we grant to you a temporary, nontransferable, nonexclusive license for experimental use to access, test, and evaluate pre-release feature or functionality capabilities. The restrictions set out in Section 5 apply to pre-release features or functionality. You will evaluate pre-release capabilities under normal conditions as directed by us. You acknowledge the experimental nature of pre-release capabilities and agree not to rely on correct functioning or performance of pre-release capabilities. You further acknowledge that pre-release capabilities have not undergone full testing by us and may contain defects. We shall not be liable for your use of pre-release capabilities. You are advised to safeguard important data and use caution. You agree to maintain pre-release capabilities in confidence and to restrict access to pre-release capabilities, including any functionality, methods and concepts, solely to those employees authorized to perform pre-release capability testing. Any written evaluations and all inventions, product improvements, modifications or developments that we conceived or made during or after these Terms, including those based partly or wholly on your feedback, are our exclusive property, and we have exclusive rights, title and interest in all such property.
2. Customer Suggestions. You may choose to, but are not required to, provide suggestions, data, or other information to us regarding possible improvements in the operation, functionality, or use of the Services, whether in the course of using the Services, evaluating the Services or otherwise, and any resulting inventions, product improvements, modifications or developments made by us, at our sole discretion, will be our exclusive property.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.
Disputes. Any controversy or claim arising out of or relating to these Terms, or the breach of these Terms, will be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The award rendered by the arbitrator shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. The place of arbitration shall be Multnomah County, Portland Oregon. Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. For disputes where the amount at issue is less than $100,000, there will be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondents of the request for arbitration, or, in the event timely notice of request for arbitration is not given, appointed by the AAA in accordance with its Commercial Rules. For disputes where the amount at issue is greater than $100,000, there will be three arbitrators agreed to by the parties within thirty (30) days of receipt by respondents of the request for arbitration or, in default of such agreement, by the AAA. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated under these Terms.
Severability; No Waiver. If any term or provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by any party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver; nor shall any single or partial exercise of any right, remedy, power, or privilege under these Terms preclude any other or further exercise of those rights, remedies, powers, or privileges or the exercise of any other right, remedy, power, or privilege.
Assignment. Client will not assign, delegate, or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, except that Client may transfer its rights and obligations under these Terms in connection with a merger, consolidation, or reorganization of Client. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under these Terms. We may assign, delegate or otherwise transfer our rights, obligations or performance under these Terms with or without consent. Any other purported assignment, delegation, or transfer in violation of this Section is void.
Modifications. We may make modifications or changes to these Terms. If we make a modification that we deem material, we will provide notice to you (email notice being sufficient) which will be effective 30 days following our notice of the modification and, if you do not agree to the modified terms, you may object to the modification by providing us with notification of your objection (in reasonable detail) during such 30-day notice period. Upon receipt of your objection, we may choose to modify the Terms that apply to you such that they resolve your objection, or we may enter into good faith negotiations regarding your objection in an attempt to resolve your objection. If you fail to provide us with notice of your objection within such period, you will be deemed to have accepted these Terms as modified. We may make non-material changes to these Terms by posting the revised version at the URL where these Terms are available.
No Third-Party Beneficiaries. These Terms are entered into for the sole benefit of the parties and their respective successors and permitted assigns and nothing in these Terms, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature or by reason of these Terms.
Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing under these Terms, (except for any obligation to make payments), when and to the extent such failure or delay is caused by any circumstances that constitute acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, 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, or national or regional shortage of adequate power or telecommunications or transportation (collectively, a “Force Majeure Event”).
Notice. Any notice request, consent, claim, demand, waiver, or other communications under these Terms intended to have legal effect, must be delivered (a) in the case of Client, in writing addressed to Client’s address or email address in the Order Form, or in our case, to 26600 SW Parkway Ave #400, Wilsonville, OR 97070, and in each case, notice will be deemed effectively given when (i) received if sent by a nationally recognized overnight courier where signature is required; or (ii) if provided to Client, notice may be provided via email to the Client contact in the Order Form with confirmation of transmission and deemed effectively given if sent during the Client’s normal business hours or effectively sent on the next business day if sent after normal business hours.
Governing Law. These Terms will be governed by and construed by the substantive laws of the State of Oregon without giving effect to any choice-of law rules that may require the application of the laws of another jurisdiction. The UN Convention on contracts for the International Sale of Goods, the application of which is expressly excluded, shall not apply to transactions under these Terms. The Uniform Computer Information Transactions Act, the application of which is expressly excluded, shall not apply to transactions under these Terms.
Entire Agreement. These Terms together with the Order Form and any other documents expressly incorporated into these Terms constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Addendum A: ePower Addendum

If you purchase the ePower software, this Addendum A applies (referred to as “ePower”). The ePower software allows you to create a real-time inventory integration with the SaaS Software.

ePower. ePower will create a custom specific program, called “middleware service” that will be installed between the data output of the SaaS Software and the data import of ePower. This program will convert the current inventory to the format and fields required by the SaaS Software. The program may need to include facilities for other document flow or inquiry (such as dynamic order inquiry or order administration). You are responsible for ensuring that your security and firewalls do not interfere with the communication between ePower and the SaaS Software.
ePower License. Upon full payment of the fees in the Order Form, we grant to you a non-exclusive, royalty-free, irrevocable, non-transferable, non-sublicensable license to (a) install ePower on your systems; (b) copy, transmit, distribute, perform, and display ePower solely as necessary to operate ePower; and (c) copy, distribute, and publish the Documentation solely as necessary to operate ePower. In the case of (a)-(c), the rights are granted to you solely for your internal business operations in accordance with these Terms. The license granted in this Section 2 includes the right to: (i) install, execute, and run one copy of ePower on your internal systems; (ii) generate print, copy, download, and store the data, information, and output, that results from any execution or other use of ePower; (iii) use ePower solely in object code form; (iv) create one copy of ePower and Documentation for purposes of hardware or system maintenance or repair, system testing, disaster recovery, or backup and archiving. You are responsible for ensuring that ePower and the data and information processed by ePower is backed up. The base license cost includes the provision of a “basic” system.
Maintenance. To receive support for ePower, you must continue to pay the monthly maintenance fee. So long as you have paid the monthly maintenance fee, we will provide you with the updates and enhancements that we make generally available to our ePower customers and we will provide you with basic support. Maintenance includes generic enhancement to facilitate import/export or integration with new offerings, system-wide upgrades due to 3rd party software upgrades, database engine upgrades, and service enhancements or upgrades required to maintain the ePower software at the current release. In essence, the maintenance covers upgrades that are ePower web services system-wide, not those that are done specifically for the benefit of any user. Bugs or fixes will be prioritized and repaired according to our standard policies and procedures. We do not represent that the ePower software will not have bugs or errors.
Limited Warranty. Upon your purchase of ePower, we warrant that ePower will conform to the documentation in all material respects when operated and used as intended and in accordance with the documentation and these Terms and will be operable as a catalogue browser in its native hardware/software environment for a period of 90 days from our delivery of ePower. In the event of a breach of the foregoing representation and warranty, your sole remedy is the repair or replacement of the ePower software. Other than the limited warranty granted in this Section 4, ePower is sold “As Is,” with all faults and without any other representation or warranty.