Terms of Service

Last updated 3/7/2023

NOTICE: READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. CLICKING ACCEPTANCE BOX, OR IN ANY OTHER WAY ACCESSING OR USING THE SERVICE, CREATES A LEGALLY ENFORCEABLE AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

Parties

(1) Supplier: Faceforward Software Solutions Inc. (Faceforward), incorporated and registered in the state of Washington with company phone number 509-225-3424 whose registered address is located at PO Box 1268, Ellensburg, WA 98926.

(2) Customer: You.

Background

(A) The Supplier has developed certain software applications and platforms which it makes available to Customers for the purpose of capturing, extracting, aggregating, storing, and streaming data and producing reports from stored data.

(B) The Customer wishes to use the Supplier's service in its business operations.

(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(f).

Business Day: any day which is not a Saturday, Sunday or holidays in accordance with RCW 1.16.050.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.

Documentation: any document made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date you accept the terms of this agreement.

Initial Subscription Term: the initial term of this agreement as set out in clause 14 and Schedule 1.

Normal Business Hours: 8.00 am to 5.00 pm Pacific Time, each Business Day.

Renewal Period: the period described in clause 14.1.

Services: the subscription services provided by the Supplier to the Customer under this agreement and which may change from time to time to be more particularly described in present and future Documentation.

Software: the software applications provided by the Supplier as part of the Services.

Hosted: the Supplier installs the Software on the Supplier’s server and makes it accessible to the Customer.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in paragraph 1.1 of Schedule 1.

Subscription Term: has the meaning given in clause 14.1.

Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available to the Customer from time to time according to need set forth in paragraph 4 of Schedule 1.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 and Schedule 1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to writing or written according to clause 22.

User subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 9.1 and Schedule 1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2 In relation to Customer’s Authorised Users and in the interest of maintaining maximum data security and confidentiality, the Customer undertakes that:

(a) The maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) Customer will not allow the User Subscription to be used by any unauthorized individual unless Supplier has been notified and agreed;

(d) Each Authorised User shall keep password confidential and shall affix signature so stating at the end of this document or upon an interim document when Authorized Users leave or acquire employment or change of work status, and this protocol shall be exercised with reasonable timeliness;

(e) Each Authorised User shall agree to be bound by all of these Terms of Service, else they are expressly prohibited from using the Software and must discontinue use immediately;

(f) Customer shall permit Supplier to establish the name and password of each Authorised User;

(g) Customer and Supplier shall each maintain a written, up to date list of current Authorised Users and may be asked to provide such list to Supplier within 5 Business Days of Supplier’s written request;

(h) If suspicion arises that any password has been provided to or is being used by any individual or entity not an Authorised User, then without prejudice to the Customer's other rights, the Supplier may promptly disable such password(s) and the Supplier shall not issue any new passwords to any such individual subject to formal review by Customer and Supplier; and

(i) If the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within 10 Business Days of the date of date upon which the missed payment is acknowledged and notice given.

2.3 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(d) use the Services and/or Documentation to provide services to third parties; or

(e) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.5 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Additional user subscriptions

3.1 The Customer may, during any Subscription Term, add additional Authorized User(s) for an agreed price, and Supplier shall grant access to the Services and Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

4. Services

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week:

(a) planned maintenance carried out during the maintenance window of 10:00 pm to 2:00 am Pacific Time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer reasonable advance notice; and

4.3 The Supplier will, as part of the Services, provide the Customer with the Supplier’s standard Customer support services during Normal Business Hours, Pacific Time, in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy at its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately only after notification to the Supplier.

5. Customer data

5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 If Supplier processes any personal data on Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:

(a) the Customer acknowledges and agrees that Customer-provided data may be transferred or stored at Supplier chosen location(s) in order to carry out the Services and the Supplier’s obligations under this agreement;

(b) the Customer shall ensure that the Customer transfers relevant data to the Supplier so that Supplier may use, process, transfer, collate, and report such data in accordance with this agreement on the Customer's behalf;

(c) the Supplier shall process relevant Customer-supplied data only in accordance with the terms of this agreement and any new instructions reasonably given by the Customer from time to time; and

(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the relevant data or its accidental loss, destruction or damage.

6. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the content of, correspond with, and purchase products and services from, third parties and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party, third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party or third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier does not endorse or approve any third-party nor third-party website, nor the content of any of the third-party nor third party website made available via the Services.

7. Supplier's obligations

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:

(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 This agreement shall not prevent the Supplier from entering into similar agreements with additional agriculture segments, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8. Customer's obligations

The Customer shall:

(a) in order to render the Services, including but not limited to the Customer Data, security access information, and configuration services, provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the Supplier;

(b) comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

9. Charges and payment

9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with Schedule 1; Fees and Training.

9.2 The Customer shall on the Effective Date provide to the Supplier complete contact and billing details or, if the Customer use a purchase order accounting system, it will provide approved purchase order information to Supplier, and Supplier shall invoice the Customer;

(a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(b) subject to clause 14.1, at least 15 (fifteen) days prior to each anniversary of the Effective Date, payable with respect to the next Renewal Period; and

9.3 If the Supplier has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on such due amounts at rate of 1.5% per month (18% per annum) at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in this agreement:

(a) shall be payable in US dollars; and

(b) are, non-cancellable and non-refundable;

9.5 If, at any time whilst using the Services when Hosted, the Customer exceeds ten (100) gigabytes of storage space, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1.

9.6 If, at any time whilst using the Services when Hosted, the Customer exceeds the one hundred (100) gigabytes of outbound data, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1.

10. Proprietary rights

10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks whether registered or unregistered, or any other rights or licences in respect of the Services or the Documentation.

10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

11. Confidentiality

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7 This clause 11 shall survive termination of this agreement, however arising.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

12.2 The Supplier shall, subject to clause 12.5, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any US patent effective as of the Effective Date, copyright, trade mark, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) the Supplier is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement within 2 (two) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than the Supplier; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.5 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's including the Supplier’s employees', agents' and sub-contractors’ entire obligations and liability, for infringement of any patent, copyright, trade mark.

13. Limitation of liability

13.1 The financial liability of Supplier including any liability for acts or omissions of its employees, agents and sub-contractors to the Customer is limited under this agreement:

13.2 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

13.3 Subject to clause 13.2:

(a) the Supplier shall not be liable whether in tort including for negligence or breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b) the Supplier's total aggregate liability in contract, tort, including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the month immediately preceding the date on which the claim arose.

14. Term and termination

14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month each Renewal Period, unless:

(a) either party notifies in accordance with clause 22 the other party of termination, in writing, at least 15 (fifteen) days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiration of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this agreement;

14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

(a) the other party commits a material breach of any of the terms of this agreement and, if such a breach is agreed by both parties to be remediable, fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors; or

(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) there is a change of control of the other party within the meaning of any applicable tax codes; or

(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.3 On termination date of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items, and all copies of them, belonging to the other party;

(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than 10 (ten) days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination, whether or not due at the date of termination. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

15. Force majeure

The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, whether involving the workforce of the Supplier or any other party, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. Waiver

16.1 A waiver of any right under this agreement is only effective if it is in writing in accordance with clause 22 and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

17. Severance

17.1 If any provision, or part of a provision, of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. Entire agreement

18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding, whether in writing or not, of any person, whether party to this agreement or not, relating to the subject matter of this agreement, other than as expressly set out in this agreement.

19. Assignment

19.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

20. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way, including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power.

21. Third party rights

This agreement does not confer any rights on any person or party other than the parties to this agreement and, where applicable, their successors and permitted assigns.

22. Notices

22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class mail or registered mail to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.

22.2 A notice delivered by hand shall be deemed to have been received when delivered, or if delivery is not in business hours, at 9:00 am Pacific Time on the first business day following delivery. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received 3 days after mailing.

23. Governing law and jurisdiction

23.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims are governed by, and construed in accordance with, the law of the state of Washington.

23.2 The venue of any action to enforce the terms of this Agreement shall be Yakima County Superior Court.

23.3 This agreement has been entered into on the effective date.

24. execution and acknowledgment

The Customer agrees that they have read, understood, and agree to be bound by all of these Terms of Service. If the Customer does not agree with all of these Terms of Service, then they and all Authorized Users are expressly prohibited from using the Software and you must discontinue use immediately.

1. Schedule 1: Fees

1.1 Subscription Fee

The Subscription Fee shall be individually negotiated.

1.2 Reactivation Fee

Unless such fee is changed or waived by us as part of an offer, a Reactivation Fee shall be individually negotiated to restore service to a Customer that has been inactive for more than 30 days.

1.3 Additional Authorized Users

The cost of additional Authorized Users shall be individually negotiated.

1.4 Excess Storage Fee

The cost of additional file storage when Hosted shall be individually negotiated.

1.5 Excess Outbound Data Fee

The cost of additional outbound data when Hosted shall be individually negotiated.