Last updated: April 2, 2024

Your organization’s use of applications or services provided by Teamworks Innovations, Inc. or its affiliates (collectively, “Teamworks”) is governed by and subject to the terms and conditions below, or if your organization has entered into a separate agreement to govern your organization’s use of Teamworks applications or services, such separate agreement.

This agreement (“Agreement” or “ASP”) is effective as of the date in the order form (the “Customer Agreement” or “Original Agreement), by and between the party identified as “Provider” or “Licensor” and the party identified as “Client” in the Customer Agreement, which is incorporated herein by reference. For and in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Access and Use.  Subject to and conditioned upon Client’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable right to access and use the Services during the Term in accordance with the terms and conditions set forth in this Agreement and the Customer Agreement. “Services” means Provider’s software-as-a-service offerings and other services described in the Customer Agreement. Title to the Services remains in Provider and all rights not expressly granted to Client in this Section are reserved by Provider.
2. Authorized Users.  Client shall designate those certain employees, contractors, students, athletes, or other individual users within its organization (A) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement; and (C) for whom access to the Services has been purchased hereunder (the “Authorized Users”).
3. Hours of Operation.  Except for periods of failure attributable to telecommunications systems, Provider will take commercially reasonable measures to allow Client to access the Services twenty four (24) hours a day, seven (7) days per week, except for reasonable maintenance periods, which shall not exceed one percent (1.00%) downtime per year. Whenever possible, Provider shall perform maintenance between the hours of 12:00 midnight and 6:00 a.m. in the Client’s time zone.  Provider shall take commercially reasonable efforts to notify Client in advance of other scheduled maintenance periods.
4. Services. During the Term, Provider agrees to render to Client the Services listed on the Customer Agreement.  Client has and will retain sole responsibility for all Client Data. “Client Data” means information, data, and other content that is collected, downloaded, or otherwise received from Client or an Authorized User by or through the Services. Client Data does not include resultant or aggregated data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User. Provider will provide ongoing data management and hosting services for Client Data entered into or processed by the Services, including but not limited to data transfer, data storage and data access.  Authorized Users will input Client Data into the Services, but will not be involved in any software development activities or the support, maintenance, hosting, operation, or maintenance activities related to the Services. In providing the Services, Provider shall not be responsible for failures or interruptions of communications facilities or equipment of third parties, labor strikes or slowdowns, shortages of resources or materials, natural disasters, world events, terrorism, pandemics, delay or disruption of shipment or delivery, trespass or interference of third parties, or similar events or circumstances outside its reasonable control.
5. Customization.  The Services are offered to Client and other clients of Provider on a one-to-many, distributed basis. The parties acknowledge that no customization of the Services is expected during the Term.
6. Protection of Client Data.   Provider agrees to take commercially reasonable measures and perform appropriate tests to assure that the Services provided by Provider are free of known viruses. Further, Provider agrees to maintain reasonable security (including encrypted password protection and encrypted data transfer) for uploading and downloading of Client Data and allowing Client access to the Services in compliance with generally recognized industry standards. Except to the extent otherwise provided in this Agreement, Client is and will remain owner of all rights, title, and interest in and to all of the Client Data during the Term. Client agrees to be responsible for making any and all required corrections to the Client Data. Client is solely responsible for reviewing all Client Data and shall ensure that no Client Data constitutes or contains any data prohibited by applicable law or that is otherwise in violation of this Agreement. Client agrees to be responsible for the security of all Client Data transmitted or shared by Client with any outside third parties. Client shall comply with all applicable laws, ordinances, and regulations in obtaining, maintaining and transferring Client Data, including obtaining all legally required consents of any third parties.  Client agrees that Provider is not liable for errors in Client Data, any failures in the transmission of Client Data to Provider, or any loss of Client Data, except to the extent caused by Provider’s gross negligence or willful misconduct.At a minimum, Provider’s safeguards for the protection of Client Data shall include: (i) limiting access of Client Data to authorized employees or contractors; (ii) appropriately securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; (iii) implementing network, device application, database and platform security; (iv) securing information transmission, storage and disposal; (v) implementing authentication and access controls within media, applications, operating systems and equipment; and (vi) encrypting Client Data stored on any mobile media; (vii) encrypting Client Data transmitted over public or wireless networks. Provider represents and warrants that its collection, access, use, storage, disposal and disclosure of Client Data does and will comply in all material respects with all applicable privacy and data protection laws.   In the event of a Security Breach, Provider will notify the Client and agrees that it shall not inform any third party of any Security Breach without first obtaining Client’s prior written consent, other than to inform a complainant that the matter has been forwarded to Client’s legal counsel, and except where disclosure of such Security Breach is required by applicable law. “Security Breach” means (i) any act or omission that materially compromises either the security, confidentiality or integrity of Client Data or the physical, technical, administrative or organization safeguards put in place by Provider, or any of its authorized representatives, that relate to the protection of the security, confidentiality or integrity of Client Data, or (ii) Provider’s receipt of a complaint from a governmental authority in relation to Client Data.
7. Client’s Responsibilities.  Client is solely responsible for obtaining, at its own expense, the requisite software, hardware, equipment and telecommunications service(s) necessary to access the Services hosted by Provider. Client shall be responsible for ensuring that each Authorized User shall only use the Services in accordance with this Agreement and otherwise complies with the terms and conditions of this Agreement.
8. Backup. Provider will perform daily backups of its database in accordance with generally recognized industry standards.  A copy of backup media will be transferred to a location remote from Provider’s data center at least once per day.
9. Usernames and Passwords.  Client will access the Services through the use of a username and password assigned by Provider.  Client is responsible for safeguarding and maintaining the secrecy of its username and password at all times. Client shall be solely responsible for monitoring and terminating, when appropriate, its Authorized Users’ access to the Services. Provider shall not be responsible or liable for the use or misuse of any username or password. Client shall be solely and exclusively responsible and liable for any use or access to the Services by any person or entity who gains access to the Services      through the use of Client’s username or password unless such use or access is obtained through the improper release of the username or password by Provider.
10. No Agency Relationship.  Regarding any financial or other transactions conducted via the Services, Provider: (A) is not a party to, or an agent of Client in, such transactions and (B) is not responsible for errors or other acts or omissions of Authorized Users.
11. No Warranties of Third Party Sites.  The Services may provide links or references to other third party websites (“Third Party Sites”). Provider has no responsibility for the content of Third Party Sites, does not make any representations or give any warranties with respect to any information contained at or made available through Third Party Sites (including the availability or accessibility of such Third Party Sites), and shall not be liable for any damages or injury arising from the content of Third Party Sites. Provider does not endorse companies, products or the websites to which it has provided links, but merely provides them as a convenience to Client. Unless approved in writing by Provider, Client agrees not to provide or create a link to the Services or create any frames at any other sites pertaining to any of the content in the Services.
12. Access, Hosting and Support Fees. In consideration for the access to and use of the Services, provided to Client under the terms of this Agreement, Client shall pay to Provider the fees in the amounts and on the dates specified in the Customer Agreement (the “Client Fee”). The initial payment of the Client Fee shall be invoiced on or about the date of set-up or, if already installed, on or before the Effective Date set forth in the Customer Agreement (the “Effective Date”) and shall be payable as set forth thereon. Except as otherwise indicated in the Customer Agreement, the Client Fee for the entire Term will be fully earned and non-refundable on the Effective Date. Client also agrees to pay any other authorized fees or expenses incurred by Provider pursuant to this Agreement or as set forth in the Customer Agreement, if any.
13. Invoices.  Provider will provide Client with invoices for the Client Fee and any other authorized fees or expenses, and Client acknowledges that payments for all such invoices are due within thirty (30) days of receipt by Client. Any payment of the Client Fee or other charges not received within thirty (30) days of receipt of an invoice shall bear interest at a rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.
14. Taxes.  In addition to the consideration provided herein, Client agrees to pay amounts equal to any sales, use, excise or other taxes which may be imposed as a result of this Agreement pursuant to applicable law, but Client shall not be obligated to pay any taxes based on Provider’s net income or tangible personal property. If Client claims an exemption from any such taxes, Client shall provide to Provider an appropriate exemption certificate.
15. Term and Termination. This Agreement shall commence upon the Effective Date and shall continue for the period specified in the Customer Agreement (the “Term”). Prior to expiration of the Term, Provider  has the right to terminate this Agreement only in the event of a material breach by Client that is not cured by Client within ten (10) days of Client’s receipt of a written notice of breach and demand to cure.  Prior to the expiration of the Term, Client has the right to terminate this Agreement only in the event of a material breach by Provider  that is not cured by Provider within ten (10) days of Provider’s receipt of a written notice of breach and demand to cure. If you or your organization receive a free trial, Provider will make the Services available on a trial basis free of charge until the earlier of (A) the end of the trial period; (B) the start date of any Term; or (C) termination of the trial by Provider. Free trials are for evaluation purposes only and Provider may terminate trials at any time in its sole discretion.
16. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Services or Provider’s software or systems, whether expressly, by implication, estoppel, or otherwise. Client acknowledges and agrees that all right, title and interest in and to, including patent, trademark, copyright, trade secret, and any other proprietary or intellectual property right in the Services and all improvements, modifications, enhancements, updates, translations, customizations and derivatives provided by Provider, and all related documentation and information, is and shall be the sole and exclusive property of Provider and that Client shall not contest the validity or ownership of any such proprietary rights.
17. Restrictions. Client understands that the rights granted to Client in this Agreement place certain limits on Client’s use of the Services, including without limitation, each of the following:  (A) Client shall not disclose, license, sublicense, assign, rent, sell, loan, give or otherwise distribute all or any part of the Services or any other software or information derived from the Services to any third party or other organizations except as specifically permitted by the Customer Agreement; (B) Client will restrict access to the Services to Authorized Users in connection with the performance of their duties for Client; (C) Client shall not attempt to view, edit, reverse engineer, decompile or otherwise access the source code of the Services or alter or tamper in any way with the Services including without limitation any look and feel or functionality thereof; (D) Client shall not alter, remove or conceal any trademark, copyright, trade secret or other proprietary or other intellectual property rights notices that may appear on or within the Services; and (E) Client may only use the Services to process Client Data in the ordinary course of its business and shall not provide access to the Services to any third party, for any purpose.
18. Compliance with Laws. Client agrees: (A) to comply with all applicable laws, regulations, statutes, rules, and policies of all applicable jurisdictions and their instrumentalities and political subdivisions thereof, including with respect to data protection and privacy and personally identifiable information; (B) to require that all of Client’s employees and other Authorized Users comply with all such applicable laws and regulations; (C) to use the Services only for lawful purposes; (D) to take all reasonable precautions to ensure that all of Client’s content or other material posted or otherwise made available via the Services (1) does not contain any viruses, time bombs, Trojan horses, worms or other computer programming routines that may damage or interfere with the operations of the Services or any system, data or information pertaining to the Services or any user thereof, (2) is true and accurate, (3) is not linked directly or indirectly to descriptions of goods or services that are either prohibited by this Agreement or are linked or referenced in any fashion to another website that lists the same goods or services, and (4) does not infringe upon any third party’s rights, including without limitation copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (E) to take all reasonable precautions necessary to maintain the security of the Services and the privacy of other users; (F) not to post on or otherwise transmit through the Services any unlawful, fraudulent, defamatory, trade libelous, harmful, threatening, abusive, harassing, vulgar, obscene, indecent, pornographic, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability or otherwise violate any applicable laws; (G) not to engage in the operation of any unlawful transactions or business or permit any third party to use the Services for any unlawful purpose; (H) not to post on the Services any spam or any other type of unsolicited mass e-mail to users; (i) not to breach or attempt to breach the security of software, network, servers, data, computers or other hardware relating to the Services or that of any other user or third party that is hosting or interfacing with any part of the Services; and (J) not to use or distribute on Provider’s website any software or other tools or devices designed to compromise privacy or security.
19. Disclaimer of Warranties.  Except as otherwise expressly provided in this Agreement, Provider expressly disclaims all warranties, whether express or implied, including but not limited to, any implied warranties of title, merchantability or fitness for a particular purpose or warranties arising from a course of dealing, trade usage, or trade practice. PROVIDER MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY, OR COMPLETENESS OF CLIENT DATA OR THE DATA POSTED ON OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
    PROVIDER MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE THAT CLIENT WILL GENERATE ANY ADDITIONAL PRODUCTIVITY, BUSINESS, TRANSACTIONS, OR OTHER OUTCOMES BY USING THE SERVICES. PROVIDER SHALL NOT BE DEEMED TO BE A PARTY TO ANY TRANSACTION MADE USING THE SERVICES. 
20. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER, ITS OFFICERS, DIRECTORS AND EMPLOYEES’ TOTAL CUMULATIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT (WHETHER DUE TO THE NEGLIGENCE OF PROVIDER, BREACH BY PROVIDER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE) FOR ANY CLAIMS, LOSSES, OR DAMAGES HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO THE USE OR PERFORMANCE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES OR INFORMATION AVAILABLE FROM THE PROVIDER, ANY CONTENT OF THE SERVICES, OR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT DATA) AND ON ANY THEORY OF LIABILITY WHETHER CONTRACT, STRICT LIABILITY, MISREPRESENTATION OR TORT, SHALL NOT EXCEED THE AGGREGATE OF ALL AMOUNTS PAID TO PROVIDER BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PROVIDER SHALL NOT BE LIABLE TO CLIENT FOR BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST PROFITS, LOST SAVINGS, OPPORTUNITY COSTS, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR RELIANCE DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE AND SHALL APPLY EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES, OR DAMAGES.
    THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN PROVIDER AND CLIENT IN VIEW OF THE FEES CHARGED CLIENT BY PROVIDER.
    CLIENT EXPRESSLY AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER SHALL NOT BE LIABLE TO CLIENT, ANY OF CLIENT’S EMPLOYEES, OFFICERS, AGENTS, OWNERS, OR ANY OTHER THIRD PARTY FOR ANY LOSSES, DAMAGES, OR LIABILITIES OF ANY NATURE WHATSOEVER ON ACCOUNT OF OR ASSOCIATED WITH THE SERVICES, THIS AGREEMENT, THE CUSTOMER AGREEMENT, PROVIDER’S PRIVACY POLICY OR ACTIVITIES RELATED TO THIS AGREEMENT.

    NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF (I) THE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR (II) THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION, PROVIDED THAT PROVIDER HAS NOT FAILED TO DISCLOSE SUCH EVENT TO CLIENT.

21. Indemnification. Provider shall defend any action brought against Client to the extent it is based on a third party claim that use by Client of the Services as furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringes any valid United States patent, copyright, or trade secret. Provider shall pay any liabilities, costs, damages, and expenses (including reasonable attorney’s fees) finally awarded against Client in such action that are attributable to such claim, provided: (A) Client notifies Provider in writing of any such claim within twenty (20) days of learning of such claim; (B) Provider has sole control of the defense and all related settlement negotiations; and (C) Client cooperates with Provider, at Provider’s expense, in defending or settling such claim (provided that Provider shall not enter into any settlement or other compromise that materially adversely affects Client without Client’s written approval, not to be unreasonably withheld, delayed, or conditioned). In addition to the foregoing, Client agrees to promptly notify Provider of any known or suspected infringement or misappropriation of Provider’s proprietary rights of which Client becomes aware. Should the Services be, or the Services become, or be likely to become in Provider’s opinion, the subject of any claim of infringement, Provider may, at its option: (i) procure for Client the right to continue using the potentially infringing materials; (ii) replace or modify the potentially infringing materials to make them non-infringing; or (iii) terminate this Agreement.Provider shall have no liability for, and Client shall, at its sole expense, defend, indemnify, and hold Provider and its officers, directors, attorneys, agents and employees harmless from and against all liability and costs (including attorney’s fees and court costs) that may result from any claim based upon: (i) the use, operation, or combination of the Services with non-Provider programs, data, equipment, or documentation if liability would have been avoided but for such use, operation, or combination; (ii) use of other than the then-current, unaltered version of the Services; (iii) Client’s activities after Provider has notified Client that Provider believes such activities may result in infringement; (iv) any modifications to or markings of the Services that are not specifically authorized in writing by Provider; (v) any third party software; (vi) any Client Data or other Client materials; or (vii) Client’s breach or alleged breach of this Agreement.

22.  International Access and Export Controls. The Services are controlled and operated by Provider from offices within the United States of America. Provider makes no representation that materials or data in the Services are appropriate or available for use in locations other than the United States of America, Australia, the European Economic Area, New Zealand, Canada, or the United Kingdom. If Client, or others who are authorized under this Agreement to access the Services, accesses or uses the Services from other locations, Client does so at its own risk and is responsible for compliance with local laws, if and to the extent local laws are applicable. Client shall comply with all applicable export control laws and economic sanctions programs. Applicable export control or economic sanctions programs may include U.S. export control laws such as the Export Administration Regulations and the International Traffic in Arms Regulations, and U.S. economic sanctions programs that are or may be maintained by the U.S. government. The parties will comply with U.S. export control and U.S. economic sanctions laws with respect to the export (including a deemed export) or re-export of U.S. origin goods, software, services and/or technical data, or the direct product thereof.

23.  Survival.  Sections 6, 12, 13, 15, 17, 18, and 19 through 34, and all obligations of Client to pay or reimburse Provider for any fees (including the Client Fee) or other amounts owed by Client, shall survive termination and/or expiration of this Agreement.

24.  Injunctive Relief.  If Client or any of its agents attempts to copy, use, license, or convey materials containing the above-referenced proprietary rights owned by Provider, in any manner contrary to the terms of this Agreement or in competition with Provider or in derogation of Provider’s proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise, Provider shall have, in addition to other remedies available to it, the right to seek injunctive relief enjoining such action, Client hereby acknowledges that other remedies are inadequate.

25. Independent Contractor. The parties acknowledge and agree that Provider is an independent contractor of Client, and nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship between Provider and Client.

26.  Confidential. All non-public, confidential or proprietary information of each party, including, but not limited to, specifications, source code, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing in accordance with this Agreement and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. The Receiving Party may disclose and shall limit access to such information to those of its employees, representatives, contractors or advisors to whom such access is reasonably necessary or appropriate for the proper performance of the obligations hereunder and shall obtain written undertakings of confidentiality from them when appropriate. Upon the Disclosing Party’s request, the Receiving Party shall promptly return all documents and other materials received from the Disclosing Party. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section 26. This Section 26 does not apply to information that is: (A) Client Data used or processed in performance of the Services or otherwise in accordance with this Agreement; (B) in the public domain through no fault of the Receiving Party; (D) known to the Receiving Party at the time of disclosure without restriction as evidenced by its records; (D) rightfully obtained by the Receiving Party on a non-confidential basis from a third party, or (E) is required by law, court order or a governmental agency to be disclosed.

27. Usage Data. Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Client Data, information concerning Client Data and data derived therefrom), and Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services or in connection with other Provider offerings, and (ii) disclose such data solely in aggregate or deidentified form in connection with its business.Subject to the terms and conditions of this Agreement, Client hereby grants to Provider a perpetual, irrevocable, fully paid up, royalty-free, sublicensable, transferable, non-exclusive license to display, publish, reproduce, and otherwise use Client Data for its business purposes or other offerings in aggregate or deidentified form.

28. Name. Notwithstanding anything to the contrary herein, during the Term, Provider may display on its website and in other marketing materials that Client is a customer of Provider.

29.   Governing Law and Venue.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina applicable to contracts made and performed entirely within such state, without regard to any conflicts of law rules or principles that would cause the application of laws of another jurisdiction. Any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any dispute arising out of this Agreement or related in any way to the Services, shall be solely and exclusively resolved by binding and final arbitration before a single arbitrator. The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”). Arbitration shall be by a single arbitrator experienced in the matters at issue selected pursuant to the AAA Rules. The arbitration shall be held in such place in the metropolitan area of Durham, North Carolina as may be specified by the arbitrator (or such other place upon which the parties and the arbitrator may agree), and shall be conducted pursuant to the AAA Rules (regardless of any choice of law provision in this Agreement). The decision of the arbitrator shall be final and binding as to any matters submitted to arbitration and shall be in lieu of any other action or proceeding of any nature whatsoever; and, if necessary, any judgment upon the arbitrator’s decision may be entered in any court of record having jurisdiction over the subject matter or over the party against whom the judgment is being enforced. Except as required by law, the parties agree to keep confidential the existence and details of any dispute subject to this provision, including the results of arbitration. The foregoing shall not be deemed to prohibit a party from disclosing relevant information to its legal, financial and other advisors in connection with any such dispute as long as such advisors agree to maintain the confidentiality thereof pursuant to this provision.

30. Entire Agreement and Amendments.  This Agreement, the Customer Agreement, and any addenda or exhibits thereto constitute the entire agreement between the parties concerning the Services and the subject matter herein and supersede all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between the parties concerning the Services and the subject matter herein. This Agreement, the Customer Agreement, and any addenda or exhibits thereto may only be modified in writing signed by both parties.

31. Binding.  This Agreement shall be binding upon the parties hereto, as well as their successors in interest and permitted assigns.

32. Assignment.  Client may assign or transfer its rights and/or obligations under this Agreement to Client’s successors, transferees, and assigns upon advance written notice to Provider and with Provider’s advance written consent.

33. Waiver.  Waiver by either party of any breach, or failure to enforce any of the terms or conditions of this Agreement, at any time, shall not limit or affect that party’s right to enforce strict compliance with all other terms of this Agreement.
    

34. Severability.  Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a court of competent jurisdiction, the validity and unenforceability of the remaining provisions of the Agreement shall not be affected thereby.