Altirnao Professional Services General Conditions
Last Updated: April 30, 2020
These Terms and Conditions apply to services, products, and deliverables provided to Client by AODocs under a duly executed Statement of Work, including, to the extent applicable, third party’s services, products, and deliverables, (together the “Services, Products and Deliverables”).
(1) Confidential Information.
- "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.
- Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information but no less that a reasonable care; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.
- Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
- Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
(2) Intellectual Property Rights.
- "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights, as well as materials, data, software, methods, know-how, trade secrets, ideas and concepts, techniques, templates and related intellectual property and its associated rights conceived, developed or reduced to practice before, during or after this agreement.
- Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's intellectual property. As between the parties, Client owns all Intellectual Property Rights in Client Data (Client’s data which AODocs is required to process, generate, store or transmit pursuant to this Agreement), and AODocs or its licensors owns all Intellectual Property Rights in methods, know-how and the Services, Products and Deliverables. AODocs may develop for itself, or for others, analyses, reports, studies, software developments or other material and processes similar to those contemplated or produced under these Terms and all applicable SOWs.
(3) Limitation of Liability and Warranty.
- Limitation of Indirect Liability and Warranty. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST DATA, LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
AODocs is not liable for the suitability, availability and characteristics of the Products, Services or Deliverables. The Products, Services or Deliverables are provided on an “as is” basis, with any and all faults, and without any warranty or any representation of any kind (including in respect of conformity, hidden defects, correction of defects, performance). Any service credit from an SLA, if any, is the sole and exclusive liability of AODocs in the event service levels are not met. In relation third party’s Services, Products and Deliverables, AODocs shall not be liable vis a vis the Client for its use of the third party’s Services, Products and Deliverables, their suitability, any difficulty to access or use them, or for damages the Client may incur in connection with their use. Client is solely responsible to use the Services, Products and Deliverables in compliance with the relevant documentation and policies of the third party provider, available upon request. Client represents and warrants that AODocs has not made, orally or in writing, any representation or warranties concerning these Services, Products and Deliverables. The Client shall indemnify, defend and hold AODocs, its directors and officers, and its agents and employees, harmless from and against (i) any third party claim to the extent such claim arises from or relates to the Client’s’ use of the Services, Products and Deliverables, or (ii) any damages or expenses arising from or relating to the Client Data or their use by AODocs.
- Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE TOTAL AMOUNT OF THE SOW WHICH GAVE RISE TO SUCH LIABILITY.
- Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to indemnifications, Client’s breaches of confidentiality obligations or violations of a party's Intellectual Property Rights by the other party, all of which are uncapped.
(4) Client Cooperation.
Client will provide reasonable and timely cooperation in connection with AODocs’ performance of the services, and delivery of the deliverables, including providing any information and responses to questions reasonably requested by AODocs, providing access in general and to any third-party solutions as necessary, and ensuring that any information Client provides is accurate in all material respects. If Client’s failure to comply with the foregoing causes any breach of (including delay in) AODocs performance of the services or delivery of the deliverables, AODocs will not be liable for such delay and may charge additional reasonable fees or cancel any uncompleted Services, Products and Deliverables by notifying Client in writing.
(5) Force Majeure.
Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by causes or events beyond the reasonable control of either party including, but not limited to, labor disputes of any kind, acts of God, floods, fires, explosions or storms, war, any rule or action of any court, instrumentality or agency of federal or state or local government (“Force Majeure”).
(6) Data Protection and Privacy.
To the extent AODocs is processing Customer personal data for the purpose of performing the Services, Products and Deliverables, the Data Processing Agreement available here is incorporated into these terms by reference: https://www.aodocs.com/data-processing-agreement/
(7) Governing Law.
This Agreement is governed by California law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
(8) Severability and contradicting provisions.
If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect. The terms on any purchase order, confirmation, or similar document submitted by Client to AODocs which are in contradiction with this Agreement will have no effect and are hereby rejected, except for Order Forms executed by both Client and AODocs.
(9) Project planning.
- The project planning will be jointly discussed and agreed between both parties at the beginning of the project. If, for any reason, the project is put on hold for a period of time (the “Pause”), AODocs will reassign its resources to other customers. When the project restarts, a new version of the plan, which will include sufficient time for AODocs to remobilize its resources, will have to be discussed and agreed between both parties. After the Pause, AODocs does not guarantee that the same resources who were engaged in the previous project phases will be assigned again to the project.
- In addition to a. and for time and material activities: If the project is put on hold for more than one (1) calendar month, the pricing conditions set forth in the initial proposal will be considered as expired and the applicable man-day list prices will apply when the project restarts.
- In addition to a. and for fixed price activities: When the project is put on hold, AODocs will invoice the part of the activities that have been completed at the time of the hold, notwithstanding the payment schedule set forth in the proposal. If the interruption lasts for more than six (6) calendar months, AODocs will invoice the remaining part of the fixed price activities.