Affiliated Technology Solutions (Affiliated Technology Solutions; Voice For Pest; Voice For Turf) offers you, as an individual or a company on behalf of its employees (each a “Subscriber”), the use of its Services only if You accept all the terms in this End User License Agreement (the “Agreement”). Please read the Agreement carefully. By downloading, installing or using the Software, or using the Services, You acknowledge that this Agreement is effective between You and Affiliated Technology Solutions and You accept the terms
of this Agreement or represent that Your employer has accepted the terms of this Agreement with respect to Your use of the Software and/or Services. If You are not willing to be bound by all the terms of this Agreement, do not download, install or use the Software or Services.
If you are accepting this Agreement on behalf of a company or other legal entity, You represent and warrant that You have full authority to act for and to bind that company or legal entity and all Subscribers thereof to these terms.
As used in this Agreement, the following words and expressions shall, have the following meanings:
1.1 “Account” means a unique account created for Subscriber to access the Subscription Services.
1.2 “Account Holder” means any individual or entity that enters into this End User License Agreement for the use of the Software and/or Services either for its own individual use or for use by its employees.
1.3 “Additional Services” mean additional or supplemental services for which a charge is made in addition to the fixed periodic charges for the Services (if applicable).
1.4 “Age Restricted Services” mean any Services for use only by customers 18 or over.
1.5 “Confidential Information” shall have the meaning set forth in Section 6 of this Agreement.
1.6 “Effective Date” means the date any Subscriber downloads, installs, or starts using the Software or Services.
1.7 “Connection” means the procedure by which Affiliated Technology Solutions provides access to Services. ‘Connected’, ‘Connecting’ and ‘re-Connection’ have corresponding meanings.
1.8 “Disconnection” means the procedure by which Affiliated Technology Solutions stops access to Services. ‘Disconnected’, ‘Disconnect’ and ‘Disconnecting’ have corresponding meanings.
1.9 “Handset” means the device or mobile handset that is authorized by Affiliated Technology Solutions for Connection to the Network used to access the Services.
1.10 “Messaging” means any email, fax and voicemail Services, text message and multimedia messaging Services, personal information management and other message or communication facilities.
1.11 “Mobile Application” means each copy of the Mobile-X mobile application (as upgraded from time to time) downloaded by a Subscriber and installed on a mobile device, or any other software, client, or web access method used to access the Services.
1.12 “Network” means the fixed and mobile communication network used by Affiliated Technology Solutions to provide the Services.1.1 “Network Provider” means a Mobile Network Operator licenced to offer mobile services in a particular country and with whom Affiliated Technology Solutions has contracted with for the purposes of providing mobile services to Subscribers.
1.14 “Premium Services” means any Services or destination numbers which are charged at premium rates. Access to some Premium Services may require Affiliated Technology Solutions ’ approval.
1.15 “Professional Services” means time-and-materials services provided to a Subscriber, or Account Holder, such as consulting services, on-boarding support, etc.
1.16 “Scope Limitations” means the limitations on Subscriber or Account Holder use of the Subscription Services. Scope Limitations may include, but are not limited to, limits on the volume of data processed by the Subscription Services, and/or a maximum number of users, social media profiles, or brand keywords.
1.17 “Service” means, collectively all Subscription Services, Mobile Application, Additional Services, Professional Services, Messaging, and Storage Services, Age Restricted Services and Premium Services.
1.18 “SIM” means a Subscriber Identity Module which enables a Subscriber or Account Holder to access Services. A SIM may be physical or be supplied electronically as an eSIM.
1.19 “Statistical Data” means any non-personally and non-Subscriber identifiable data or information resulting from use of the Services.
1.20 “Storage Services” means any Services which offer storage capacity on the Network for storage of content which Subscriber or Account Holder accesses from Affiliated Technology Solutions.
1.21“Subscriber” means an individual that utilizes the Software and/or Services, which are provided to that individual by an Account Holder.
1.22 “Subscription Services” means the subscription services provided by Affiliated Technology Solutions to Subscriber and Account Holder. The Subscription Services include the use of mobile communication services, SIMs, web-based applications, Mobile Applications, technical support, and documentation such as user manuals and online help files.
1.23 “Suspension” means the procedure by which Affiliated Technology Solutions temporarily Disconnects access to the Services. ‘Suspend’ has a corresponding meaning.
1.24 “Third-Party Services” means services provided by companies other than Affiliated Technology Solutions as a part of the Services
1.25 “You” means the Account Holder and all Subscribers for which Services are provided via the Account Holder. “Your” has a corresponding meaning.
2. USE OF THE SERVICES
2.2 Access and Subscriber Use. You are responsible for managing access to Your Account and for all information, data, text, messages or other materials that Subscribers post or otherwise transmit via the Services. You may permit Your third-party agents, contractors or service providers to access the Services through Your Account, provided that such third party complies with the terms of this Agreement, and that You remain responsible for any action taken using Your Account. If the Scope Limitations include limits on the number of users, You will ensure that each Subscriber is issued their own credentials, that credentials are not shared by more than one user, and that no Subscriber is able to access confidential or proprietary information of another Subscriber.
2.2.1 Once You are Connected, Affiliated Technology Solutions will provide You with access to its Services. The Services may include Premium Services, provided You ask for them and Affiliated Technology Solutions approves, and may also include Age Restricted Services, provided Subscriber is 18 or over.You agree that any content from the Age Restricted Services will not be sent to or shared with anyone under the age of 18.
2.2.2 Each Subscriber will also be able to upload and send their own content using the Services. You hereby grant Affiliated Technology Solutions and its Network Provider a royalty free, perpetual and worldwide license to store, transmit or otherwise deal with any content each Subscriber may upload on the Services.
2.2.3 Each Subscriber may only use Services as laid out in this Agreement and for the direct use of Subscribers. You may not resell or commercially exploit any of the Services or content. You must not use Services, the SIM or phone number or allow anyone else to use Services, the SIM or phone number for illegal or improper uses, including without limitation: (i) for fraudulent, criminal or other illegal activity; (ii) in any way which breaches another person’s rights, including copyright or other intellectual property rights; (iii) to copy, store, modify, publish or distribute Services or content (including ringtones), except where Affiliated Technology Solutions give You permission; (iv) to download, send or upload content of an excessive size, quantity or frequency; (v) in any way which breaches any security or other safeguards or in any other way which harms or interferes with the Network, the or systems of others or the Services; (vi) to falsify or delete any author attributions, legal or other proper notices or proprietary designation or labels of the origin or source of software or other content contained in a file that You upload; or (vii) to use or provide to others any directory or details about customers.
2.2.4 You and each Subscriber must always co-operate with Affiliated Technology Solutions and follow its reasonable instructions to ensure the proper use and security of the Services and Your Account.
2.2.5 Affiliated Technology Solutions may publish an acceptable use policy, which provides more detail about the rules for use of certain Services in order to ensure that use of Services is not excessive, to combat fraud and where Services Affiliated Technology Solutions may introduce require certain rules to ensure they can be enjoyed by its customers. If Affiliated Technology Solutions publish a policy, Affiliated Technology Solutions will let You know – such a policy may be amended from time to time – for instance, if Affiliated Technology Solutions discover that the Services are being used fraudulently or for fraudulent purposes, or the excessive use of certain Services is causing problems for us, its Network Provider, its systems or for other users or if Affiliated Technology Solutions introduce new services which may require certain rules to ensure that such new services can be enjoyed by its customers, again, Affiliated Technology Solutions will let You know if this happens.
2.3 Changes to Services. Affiliated Technology Solutions , in its sole and absolute discretion, reserves the right to add, remove, or modify features or functions of, or to provide fixes, updates and upgrades to, the Services You acknowledge and agree that Affiliated Technology Solutions has no obligation to make available to You any subsequent versions of the Services. Affiliated Technology Solutions may change or withdraw some, or part, of the Services from time to time and for any reason. Affiliated Technology Solutions may determine how Services are presented and delivered to the Handset or are otherwise made available to You at any time and for any reason.
2.5 Compliance with Laws. You will use the Services in compliance with all applicable laws and regulations and in a manner that does not infringe on the rights of any third party or violate any third party’s privacy rights. Use of the Services in violation of any applicable laws or regulations is a material breach of this Agreement, shall entitle Affiliated Technology Solutions to immediately terminate this Agreement, and may subject You to criminal prosecution. If Subscribers use Services from another country, use of the Services may be subject to laws and regulations that apply in those other countries. Affiliated Technology Solutions is not liable for Your failure to comply with those laws or regulations.
2.6 Protection Against Unauthorized Use. You will use reasonable efforts to prevent any unauthorized use of the Services and immediately notify Affiliated Technology Solutions in writing of any unauthorized use that comes to Your attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through You, You will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Affiliated Technology Solutions to prevent or terminate unauthorized use of the Services. The unauthorized use or attempted unauthorized use of the Services constitutes a material breach of this Agreement and a violation of Affiliated Technology Solutions intellectual property rights for which Affiliated Technology Solutions may be entitled to obtain injunctive or other equitable relief against You.
2.7 Right to Suspend Services. Affiliated Technology Solutions may suspend use of the Services without prior notice to You if: (i) it reasonably believes You have provided Affiliated Technology Solutions with false or misleading details about a Subscriber or that the Services, the SIM(s) or a phone number have been used for illegal or improper purposes in contravention of this Agreement or any applicable law; (ii) Affiliated Technology Solutions receive a complaint against You alleging Your violation of this Agreement or any applicable law or regulation which Affiliated Technology Solutions believe to be genuine; or (iii) Affiliated Technology Solutions is required to suspend Your Services by the emergency services or other government authorities or agencies. Affiliated Technology Solutions will use commercially reasonable efforts to only Suspend the Services for a Subscriber to the extent necessary to prevent such unauthorized use or violation. If Affiliated Technology Solutions suspend any or all of Your Services, You will still be able to make emergency calls (unless they have been suspended at the request of the emergency services).
2.8 Reservation of Rights. Affiliated Technology Solutions reserves all rights to the Services not expressly granted to You in accordance with this Agreement.You agree that all applicable intellectual property rights in the Service are proprietary to Affiliated Technology Solutions (or its licensors) and that the Software and Services are comprised of elements protected by copyrights, patents, trade secrets, and trademarks in the United States patents and other jurisdictions. You further agree that all rights, title and interest in and to all applicable intellectual property rights in the Service, including copyrights, trade secrets, patents and trademarks, and any modifications or enhancements thereto and copies or derivatives thereof, shall remain with Affiliated Technology Solutions (or its licensors).
2.9 Statistical Data. You acknowledge and agree that Affiliated Technology Solutions shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any and all Statistical Data. Statistical Data may be collected by Affiliated Technology Solutions for any lawful business purpose without a duty of accounting to You, provided that the Statistical Data is used only in an anonymized, aggregated form, without specifically identifying the source of the Statistical Data.
2.10 Feedback. You hereby grant Affiliated Technology Solutions a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback You provide to Affiliated Technology Solutions .
2.11 Limitation of Services. Services are only available within Affiliated Technology Solutions coverage area. You acknowledge and understand that even within the coverage area, there may be areas where You do not have access to all Services or where coverage is otherwise limited or unavailable.
2.12 Disruption of Service. There may be situations when Services are not continuously available or the quality is affected, such as when Affiliated Technology Solutions needs to perform upgrading, maintenance or other work on the Network or Services or because of other factors outside Affiliated Technology Solutions control, such as the features or functionality of Your Handset, regulatory requirements, lack of capacity, interruptions to services from other suppliers, the weather or radio interference caused by hills, tunnels or other physical obstructions.Affiliated Technology Solutions does not make any representation or warranty that the Service will be provided without disruption.You acknowledge and agree that disruption in the Service may occur at any time and that Affiliated Technology Solutions shall have no liability for any damages or losses caused by such disruption.
2.13 Responsible use of Age Restricted Services. If a Subscriber is under 18, they are not permitted to access Age Restricted Services. If Subscriber is 18 or over, they must not show or send content from the Age Restricted Services to anyone under 18. You must also ensure that any access to Age Restricted Services has been deactivated if You allow anyone under 18 to use a Handset.
3. MOBILE APPLICATION TERMS
3.1 Mobile Application Covered by this Agreement. All provisions of this Agreement apply to use of a Mobile Application, including any and all limitations of warranties and/or liabilities. The provisions of this Section 3 shall not be deemed to limit any other provision of this Agreement as it applies to any Mobile Application.
3.2 Requirements for Use of Mobile Application. Use of a Mobile Application requires a mobile device that is compatible with the mobile Service. Affiliated Technology Solutions does not warrant that the Mobile Applications will be compatible with any mobile device. You acknowledge that Affiliated Technology Solutions may from time to time issue upgraded versions of the Mobile Applications and may automatically electronically upgrade the version of the Mobile Applications. You consent to such automatic upgrading. Standard carrier data charges may apply to use of the Mobile Applications.The additional terms and conditions may apply with respect to any Mobile Application that Affiliated Technology Solutions provides. In addition, Affiliated Technology Solutions may provide a mobile SIM. Such usage is also subject to additional terms which may from time to time be varied.
3.3 Mobile SIM Usage Terms. Affiliated Technology Solutions owns each SIM supplied to You and each SIM remains its property at all times. You are licensed to use the SIM by Affiliated Technology Solutions on a limited license to enable each Subscriber to access Services, in accordance with the terms of this Agreement. You are responsible to make sure any SIM is only used to access Services as permitted in this Agreement. Affiliated Technology Solutions may recall the SIM(s) at any time for upgrades, modifications, misuse or when Your agreement ends. Each SIM may only be used in Handsets which are enabled for Services and are authorized by Affiliated Technology Solutions for Connection to its Network. Any attempt to use the SIM in other Handsets may result in serious damage to the Handset and may prevent You from being able to use it, including the making of emergency calls. In these instances, Affiliated Technology Solutions is not responsible for any such damage or usage problems. You must ensure that SIMs are kept safe and secure while in Your possession and You must ensure that You are able to return them to Affiliated Technology Solutions , if required to do so by this Agreement or as otherwise requested by Affiliated Technology Solutions at any time.
a. You acknowledge that this Agreement is between You and Affiliated Technology Solutions only, and not with Apple, Inc. (“Apple”).
b. Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
c.Affiliated Technology Solutions , and not Apple, is solely responsible for the iOS App and the Services and content available thereon.You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
d. You agree that Affiliated Technology Solutions , and not Apple, is responsible for addressing any claims by You or any third-party relating to the iOS App or Your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to Affiliated Technology Solutions as provider of the iOS App.
e. You agree that Affiliated Technology Solutions , and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defence, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or Your possession and use of the iOS App.
f. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Subscriber is not listed on any U.S. Government list of prohibited or restricted parties.
g. You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., the user of the iOS App must not be in violation of its wireless data service terms of agreement when using the iOS App).
h. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as they relate to the license of the iOS App. Upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as they relate to the license of the iOS App as a third-party beneficiary thereof.
a. You acknowledge that this Agreement is between You and Affiliated Technology Solutions only, and not with Google, Inc. (“Google”).
b. Your use of the Android App must comply with Google’s then-current Android Market Terms of Service.
c. Google is only a provider of the Android Market where You obtained the Android App. Affiliated Technology Solutions , and not Google, is solely responsible for the Android App and the Services and content available thereon. Google has no obligation or liability to with respect to the Android App or this Agreement.
d. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to the Android App.
4. THIRD PARTY SERVICES
4.1 External Sites. The Services may contain links to, or otherwise may allow You to connect to and use certain third-party products, service or software under separate terms and conditions (collectively, “Third-party Service”) in conjunction with the Services. If You decide to access and use such Third-party Service, You acknowledge that the use of said Third-party Service is governed solely by the terms and conditions of such Third-party Service, and Affiliated Technology Solutions does not endorse, is not responsible for, and makes no representations as to such Third-party Service, its content or the manner in which such Third-party Service handles personal data. Affiliated Technology Solutions is not liable for any damage or loss caused or alleged to be caused by or in connection with access or use of any such Third-party Service, or reliance on the privacy practices or other policies of such Third-party Service.
4.2 Integration. Various Third-party Services (such as a social media service like Facebook and Twitter) may be directly integrated into the Services. To take advantage of these features, Subscriber may be required to register for or log into such Third-party Services. By accessing/enabling a Third-party Services within the Services, Subscriber is allowing Affiliated Technology Solutions to pass Subscriber’s log-in information to the Third-party Service for this purpose. Integration of Third-party Services into the Services does not in any way limit the application of Section 3.1 above to Your use of the Third-party Services.
5. TERMINATION AND EFFECT OF TERMINATION
5.1 Termination. This Agreement commences on the Effective Date and will remain in effect until terminated. You may terminate this Agreement, and use of the Services, at any time by contacting Affiliated Technology Solutions or its representative to terminate the Services. This Agreement may be terminated immediately by Affiliated Technology Solutions without notice if You fail to comply with any provision of this Agreement. Affiliated Technology Solutions may also terminate this Agreement without notice if Affiliated Technology Solutions no longer has access to other operator’s needed to provide the Services, or Affiliated Technology Solutions is no longer able to provide the Services due to factors beyond its control or because Affiliated Technology Solutions cease business.
5.2 Effect of Termination. Upon termination, all license grants end and use of all Services must cease, including removal of the user application from Your mobile device. All provisions of this Agreement regarding confidentiality and ownership of the intellectual property rights in the Services will survive the termination of this Agreement. Affiliated Technology Solutions shall have the right to remove Account information and settings after thirty (30) days from termination and this data or content will not be able to be recovered (except that content stored/published to Third-party Services may remain thereon pursuant to the Third-party Services’ terms and conditions). In the event that this Agreement is terminated by Affiliated Technology Solutions as a result of Your breach or failure to comply with any provision hereof, You shall be liable for any and all costs and fees, including attorney’s fees, incurred by Affiliated Technology Solutions in connection therewith. Regardless of the reason for Termination, You shall be liable for all charges for Your use of the Services until such time as Affiliated Technology Solutions Disconnects You from the Services. You will not be able to use the Services or make emergency calls following Disconnection.
6. CONFIDENTIAL INFORMATION
The Services, Mobile Application, and documentation related to the Services and Mobile Application contain information confidential to Affiliated Technology Solutions (the “Confidential Information”). All information contained in or supplied by Affiliated Technology Solutions in connection with the Services, Mobile Application, and/or related documentation shall be considered Confidential Information of Affiliated Technology Solutions for purposes of this Agreement unless such information is generally available to the public. You agree to use a reasonable degree of care to protect such Confidential Information, which shall not be less that the degree of care used to protect Your own confidential information. You further agree not disclose such Confidential Information to third parties without Affiliated Technology Solutions prior written consent.
7. DISCLOSURE OF YOUR INFORMATION
7.2. Directory Listing Service. If You subscribe to the optional Directory Listing Service offered by Affiliated Technology Solutions (the “Directory Listing Service”), Affiliated Technology Solutions will share certain information with third parties as necessary to provide phone directory assistance, and this information will be published in, and made publicly-available through, third-party directory assistance listing services, to be selected by Affiliated Technology Solutions or its third-party service providers in their sole and absolute discretion (“Directory Assistance Listing”).You hereby permit and grant Affiliated Technology Solutions a worldwide, irrevocable, non-exclusive, fully transferable, royalty-free, fully paid-up license to use and disclose Account information, including Subscriber name, telephone number, address and/or company name (collectively, the “Listing Information”) for these purposes.
7.2.1. Information May Become Public. You acknowledge that by subscribing to Directory Assistance Listing, Your Listing Information may enter the public domain and that Affiliated Technology Solutions cannot control third parties' use of such information obtained through Directory Assistance Listing.You represent and warrant that Listing Information is true and accurate, and shall remain true and accurate (whether by updating such information or otherwise), at all times that Services are used.
7.2.2 Effect of Opt-Out. You may opt out of Directory Assistance Listing at any time. You acknowledge, however, that Affiliated Technology Solutions may not be able to have Your Listing Information removed from some or all third-party directory assistance listing services that have already received Your Listing Information. You agree that Affiliated Technology Solutions is under no obligation to have Your Listing Information removed from any third-party directory assistance listing service already in receipt of such information.
7.3 Limitation of Liability for Information Disclosure. You agree and acknowledge that Affiliated Technology Solutions bears no responsibility or liability for any cost, damages, liabilities, or inconvenience caused by or related to calls made to Your telephone number; materials sent to You; inaccuracies, errors, or omissions with Listing Information; or any other use of such information. For the avoidance of doubt, Affiliated Technology Solutions shall not be liable to You for any use by third parties of Your Listing Information obtained through Directory Assistance Listing, including without limitation the use of such information after You have opted out of Directory Assistance Listing.
8. WARRANTY DISCLAIMER
8.1. NO WARRANTIES. THE SERVICES PROVIDED HERE UNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND AFFILIATED TECHNOLOGY SOLUTIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY, WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY COUNTRY. AFFILIATED TECHNOLOGY SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS (INCLUDING PATENT AND TRADE SECRET RIGHTS). THE ENTIRE RISK ASSOCIATED WITH YOUR USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU.
8.2. No Service Warranties. Affiliated Technology Solutions make no warranty on up-time, response times, latency, mean-time between failures, quality of services, and/or quality of voice or text or data communications. Affiliated Technology Solutions expressly disclaim any warranty that the Services are appropriate for high-risk or other activities where failure of the Services could result in serious harm to persons or property.
8.3. Protected Health Information. Affiliated Technology Solutions expressly disclaims any warranty that the Services are appropriate for use as a repository or means by which to store Protected Health Information (”PHI”) as that term is used in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any similar legislation or regulation or for use by a HIPAA-covered entity to transmit, receive, or store PHI.
8.4. Interruption and Errors. Affiliated Technology Solutions makes no warranty that the Services will meet Your requirements, or that the Services will be uninterrupted, timely, secure, error free or that any defects in the Services will be corrected. Affiliated Technology Solutions is not responsible for messages or information lost or misdirected due to interruptions or fluctuations in the Service or the internet in general. Affiliated Technology Solutions is not responsible for the content or functionality of any third-party network used in connection with the Services.
8.5. Accuracy and Reliability. Affiliated Technology Solutions does not warrant the accuracy or reliability of the results obtained through use of the Services or any data or information downloaded or otherwise obtained or acquired through the use of the Services. You acknowledge that downloading, acquiring obtaining, in any way, any data or information through the use of the Services is at Your sole and exclusive risk and discretion and Affiliated Technology Solutions will not be liable or responsible for any damage to You or Your property.
8.6. No Other Warranties. No advice or information, whether oral or written, obtained by You from Affiliated Technology Solutions , its employees, resellers, partners, or affiliates or through or from the Services shall create any warranty not expressly stated in this Agreement.
8.7. No Guarantee of Security. Although reasonable effort is made to ensure that voice and text and data transmissions are secure, Affiliated Technology Solutions makes no guarantees of security.
8.8. Where Disclaimer Prohibited by Law. To the extent that Affiliated Technology Solutions cannot disclaim any warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.
9. LIMITATION OF LIABILITY.
To the extent permitted by law, in no event will Affiliated Technology Solutions or its licencors be liable for any lost revenue, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out of or related to the use of or inability to use the Services, even if Affiliated Technology Solutions have been advised of the possibility of such damages. To the extent permitted by law, in no event shall Affiliated Technology Solutions liability to You, whether in contract, tort (including negligence), or otherwise, on any claim or series of claims arising from related events exceed the lesser of one thousand dollars ($1,000) or the amount paid by You for the Services under this Agreement during the calendar month immediately prior to the claim(s). The foregoing limitations will apply even if any warranty fails of its essential purpose. In no event shall Affiliated Technology Solutions employees or affiliates have any liability to You whatsoever in relation to the Services or this Agreement (including, without limitation, in relation to the promotion, marketing, distribution use, or sale thereof, or the performance or non-performance thereof).
10. EXPORT REGULATIONS
Technical data delivered, communicated, or otherwise transmitted via the Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply with all such laws and regulations. In particular, but without limitation, You agree that the Service will not be used to deliver, communicate, transmit, export or re-export technical data (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, You represent and warrant that (i) You are not located in (and will not use the Service in) any country that is subject to a U.S. embargo or that has been designated by the U.S., the U.K., or any EU member nation as a “terrorist supporting” country, (ii) You will not use the Service for any purposes prohibited by United States law or the law of any jurisdiction wherein You use the Service, and (iii) You are not listed on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other U.S. Government list of prohibited or restricted parties relating to exports. You also acknowledge that the Service itself may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means and that Affiliated Technology Solutions , or its third-party service providers, may restrict You access to or use of the Service in certain jurisdictions with or without notice to You. You agree to comply with all applicable U.S. and foreign laws that apply to use of the Service and destination restrictions imposed by U.S. and foreign governments.
11. U.S. GOVERNMENT RESTRICTED RIGHTS
The Service is a “Commercial Item” as defined at 48 C.F.R. §2.101 and consists of “Commercial Computer Software” and “Commercial Computer Software Documentation” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions), if the Service is being licensed by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Service is being licensed to U.S. Government Account Holders (a) only as a Commercial Item and (b) with only those rights as are granted to all other Account Holders pursuant to the terms and conditions herein, and the Government’s rights to use the Service will be only as set forth in this Agreement Unpublished-rights are reserved exclusively to Affiliated Technology Solutions, Inc., under the copyright laws of the United States.
12. GOVERNING LAW AND JURISDICTION
This Agreement and the relationship between You and Affiliated Technology Solutions shall be governed by the laws of the State of Texas, without regard to any conflicts of law provisions.You and Affiliated Technology Solutions agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Collin County, Texas to resolve any dispute or claim arising from this Agreement. You hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth above, without regard to any conflict of law provisions, and You hereby irrevocably submit to the exclusive jurisdiction of the courts located in of Collin County, Texas, and hereby forever irrevocably waive any defense of inconvenient forum to the maintenance of any action or proceeding in such courts. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
The waiver or failure of Affiliated Technology Solutions to exercise any right provided for in this Agreement shall not be deemed a waiver of any further right under the Agreement and no waiver will be effective unless in writing.
15. FORCE MAJEURE
Affiliated Technology Solutions shall be excused from any delay or failure in performance here under caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or in actions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Affiliated Technology Solutions ’ reasonable control in the exercise of its ordinary procedures.
You agree that breach of any provision of this Agreement will cause Affiliated Technology Solutions irreparable injury that is inadequately compensable in monetary damages and, accordingly, that Affiliated Technology Solutions will be entitled to injunctive relief in any court of competent jurisdiction against the breach or threatened breach of this Agreement, in addition to any other remedies in law or equity.
Any notice, demand, or request with respect to this Agreement must be in writing and will be effective only if it is delivered by hand or mailed, certified or registered mail, postage prepaid, return receipt requested to Affiliated Technology Solutions , Inc., 2801 Network Blvd., Suite 200, Frisco, Texas, 75034 USA, Attn: Legal Department. Such communications will be effective upon receipt by Affiliated Technology Solutions .
18. THIRD PARTY BENEFICIARIES
This Agreement is entered into by Affiliated Technology Solutions for the benefit of Affiliated Technology Solutions and its Network Provider. For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is intended that its Network Provider will have the right to enforce any rights conferred on it under this Agreement and to that extent its Network Provider will have the same rights against You as would be available if they were a party to this Agreement. Except as specified in this agreement, no other person or entity shall be considered a third-party beneficiary of this Agreement.
19. NO PARTNERSHIP OR JOINT VENTURE
Nothing in this Agreement is intended to create, nor will it be construed to create, an employer-employee, franchiser-franchisee, joint venture or partnership relationship between the Affiliated Technology Solutions and You.
20. HEADINGS, INTERPRETATION, AND CONSTRUCTION
The headings in this Agreement are for ease of reference only, do not constitute a part of this Agreement, and shall not affect the construction or interpretation of this Agreement. You represent that You have freely and voluntarily entered into this Agreement and that You agree to all of the terms and conditions set forth herein and that, as such, any ambiguities or conflicting terms in this Agreement shall not be construed against Affiliated Technology Solutions .
If any one or more of the provisions of this Agreement shall be deemed invalid, illegal or unenforceable by a court of competent jurisdiction, the offending provision shall be stricken from this Agreement and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired and shall be valid and enforceable to the fullest extent permitted by applicable law.
22. ENTIRE AGREEMENT
This Agreement is the entire agreement between You and Affiliated Technology Solutions relating to the subject matter discussed herein. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding on Affiliated Technology Solutions unless in writing and signed by an authorized representative of Affiliated Technology Solutions.