AppealTrack Terms & Conditions

ACCEPTANCE OF TERMS

These terms & conditions constitute a binding legal agreement (the “Agreement”) between You (the “User”) and AppealTrack Solutions, LLC and its affiliated and related entities (collectively, “AppealTrack”). This Agreement governs the use of AppealTrack’s service delivered through AppealTrack’s website which includes the specific version or release of AppealTrack’s computer programs that are provided to User, together with all upgrades and enhancements provided to User by AppealTrack in accordance with this Agreement (collectively, “Services”). If you are using the Services on behalf of an organization, you are agreeing to the Agreement for that organization and representing that you have the authority to bind that organization to the Agreement. In that case, “User” will refer to that organization.

PLEASE READ THE ENTIRE AGREEMENT CAREFULLY. User must accept and abide by the terms of this Agreement, as presented, in order to access and use the Services.

This Agreement expressly incorporates by reference any valid written service agreement, statement of work (“SOW”) with AppealTrack for the Services, in which case the SOW governs, and in cases of conflict, prevails.

FEES AND PAYMENTS

User shall pay to AppealTrack the fees, charges and expenses specified herein, including those set forth on any applicable SOW(s). Unless otherwise specified in the SOW, invoices issued by AppealTrack hereunder are due within fifteen (15) days of the invoice date. Payments which are not received when due will bear interest at the lesser of the maximum amount chargeable by law or one and one half percent (1.5%) per month commencing with the date payment was due. The fees, charges and expenses payable by User hereunder are net amounts to be received by AppealTrack, exclusive of all sales, use, withholding, excise, value added, and ad valorem taxes incurred by User or imposed on AppealTrack in the performance of this Agreement or otherwise due as a result of this Agreement. User shall pay any and all such taxes and duties, customs fees and similar charges, whether directly to the appropriate taxing authority or by reimbursing AppealTrack for payments it made on User’s behalf. AppealTrack may withhold performance of any obligations arising under this Agreement, in the event of User’s non-payment when due of any amounts owed to AppealTrack. In the event AppealTrack employs an attorney to enforce the payment terms of this Agreement, it may recover its actual attorney’s fees and costs, including expert witness fees.

ACCESS RIGHT TERMS AND RESTRICTIONS

AppealTrack grants User a limited, non-exclusive, non-transferable, non-assignable, revocable and non-sublicenseable right to access such Services subject to and in accordance with the terms of this Agreement (“Access Right”). User may not sell, re-sell, re-distribute, sublicense or otherwise transfer User’s Access Right. Except only for the rights expressly granted to User in this Agreement or in any SOW, all rights in and to the Services are reserved by AppealTrack. Any other copying, access, transfer or use of the Services other than as expressly permitted in this Agreement will constitute an act of copyright infringement and a breach of this Agreement. Furthermore, AppealTrack may, in its sole discretion, terminate User’s Access Right and/or any pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.

Any capabilities to transfer, export and/or store the Services as permitted hereunder are solely an accommodation to User and will not constitute a grant or waiver of any rights of AppealTrack (or any other copyright owners, as applicable) in any content.

User may not copy, reproduce, transfer, download, capture or store in any physical media (except as expressly authorized by this Agreement or applicable SOW), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Services. User may not reverse engineer, decompile, disassemble, translate, modify, erase, delete, damage or disable any computer file, software, security technology, copy protection or use limitation systems associated with the Services.

User may not:

  • (i) modify the Services in any way, including but not limited to, removing any proprietary notices or labels on the Services;
  • (ii) use the Services in conjunction with any device or service designed to circumvent, avoid, bypass, remove, deactivate, impair, or otherwise defeat, technological measures that control access to, or the rights in, the Services or other work protected by the copyright laws of any jurisdiction;
  • (iii) use the Services to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable;
  • (iv) counterfeit or paste any content to any web site or web page;
  • (v) publicly display, transmit, broadcast or exhibit the Services. In addition, User agree that User will not attempt to, or encourage or assist any other person to, circumvent or modify the Services or the Terms of Use, as defined below.

SYSTEM REQUIREMENTS, SECURITY, TERRITORY, AND AUDIT

In order to access and use the Services, User must meet the system requirements of a personal computer or laptop with the ability to run Internet Explorer Version 7.0 or higher and have a minimum horizontal screen resolution of 1280 pixels. User may also be required to maintain other third party products to review, utilize or archive reports available through use of the Services.
The Services utilize a security framework using technology that protects all content, User information (if any) and limits User usage of such Services pursuant to limitations and restrictions with respect to User’s Access Right, and certain usage rules established by AppealTrack (“Terms of Use”). User agrees to comply with such limitations, restrictions and Terms of Use, and User agree not to violate or attempt to violate any security components. User agree not to tamper with any of the security components related to such limitations, restrictions and/or Terms of Use for any reason whatsoever. Terms of Use and other limitations and restrictions with respect to User’s Services may be controlled and/or monitored by AppealTrack for compliance purposes, and AppealTrack reserves the right to enforce the Terms of Use and other limitations and restrictions contained herein. The Terms of Use, which may be revised by AppealTrack in its sole discretion, from time to time, are incorporated herein by reference.
AppealTrack reserves the right to audit User’s use of the Services to confirm User’s compliance with this Agreement.

INTELLECTUAL PROPERTY

  • (a) ACKNOWLEDGEMENT OF OWNERSHIP. User agree that the Services, including but not limited to video, audio, music, graphics, images, software and text contains proprietary information and material that is owned by AppealTrack, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that User shall not use such proprietary information or materials in any way whatsoever except as permitted by and in compliance with the terms of this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted hereunder. User agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and User shall not exploit the Services in any unauthorized way whatsoever.
  • (b) COPYRIGHTS. All copyrights in and to the Services are owned by AppealTrack who reserves all of their rights in law and equity. THE USE OF THE SERVICES, CONTENT OR ANY PART OF THEREOF, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT USER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
  • (c) TRADEMARKS. AppealTrack, AppealTrack Solutions, LLC, www.appealtrack.com and other AppealTrack trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of AppealTrack in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of AppealTrack or their respective owners. User are granted no right or license with respect to any of the aforesaid trademarks or any use of such trademarks.

USER RESPONSIBILITIES

Unless otherwise specified in this Agreement or in a separate writing signed by both User and AppealTrack, User shall be solely responsible for the following:

  • (i) selection of the AppealTrack Services to achieve User’s intended results;
  • (ii) evaluation of AppealTrack’s Services relating to User’s specific business requirements and technical environment;
  • (iii) the results obtained from use and operation of the AppealTrack Services;
  • (iv) providing and maintaining the appropriate operating environment for the AppealTrack Services, and for all information exported or removed from the Services, maintaining back-up and disaster recovery procedures and facilities and equipment (if applicable);
  • (v) all information and data entry and loading;
  • (vi) the content of all User information and data, the selection and implementation of controls on the access and use of such information and data, and the protection and back-up of the stored information and data;
  • (vii) compliance with all applicable city, state, and federal laws, rules or regulations; and
  • (viii) providing adequate training on the use and operation of the AppealTrack Services to User’s employees and maintaining adequate supervision to assure proper use.

In addition to the foregoing, User is responsible for verification of all Services outputs, including but not limited to the information or content generated through the use of the Services. User shall also be responsible for verification that electronic signature will be acceptable to any governmental entity to which an appeal is created and printed through the Services. The Services may include information to User regarding tax rates, deadlines, or other information regarding the appeal process (“County Appeal Information”). However, County Appeal Information is being provided for informational purposes only, and AppealTrack makes not warranties or representations that such content is accurate, up to date, or should be relied upon by User. It is User’s sole responsibility to verify any content provided by AppealTrack in the County Appeal Information.

WARRANTIES AND INDEMNIFICATION

AppealTrack represent and warrants that it owns or has acquired rights to all proprietary interests in the AppealTrack Services necessary to grant the Access Rights set forth in this Agreement. AppealTrack further warrants and represents that it shall take reasonable steps to ensure that the programs are free of programming devices (e.g., viruses, key locks, backdoors, etc.) that are designed to disrupt the use of the programs or any system with which the programs operate, or destroy or damage data or make data inaccessible or delayed, except for file and purge routines necessary to the routine functioning of the programs.

AppealTrack shall defend User against any claim by a third party that the AppealTrack Services infringes a United States patent or copyright and, subject to the limitation of liability set forth herein, shall pay all costs, damages and attorneys’ fees that a court finally awards as a result of a determination of such patent or copyright infringement. In addition to these obligations, should AppealTrack believe that the AppealTrack Services may become subject to a claim of infringement, AppealTrack may at its sole discretion, (a) replace such AppealTrack Services; (b) modify such AppealTrack Services to make it non-infringing; or (c) remove such AppealTrack Services and refund the fees paid to AppealTrack by User for such AppealTrack Services. The indemnification set forth in this paragraph is conditioned upon the following:

  • (i) User providing AppealTrack notice of any claim or cause of action upon which User intends to base a claim of indemnification hereunder within thirty (30) days of the claim or cause of action (or earlier, if reasonably required to prevent AppealTrack’s ability to defend such claim or from otherwise being prejudiced);
  • (ii) AppealTrack being given sole control of the defense and all related settlement negotiations relating to such claim or action; and
  • (iii) User providing reasonable assistance and cooperation to enable AppealTrack to defend the claim or action.

The defense offered in this Section will not apply to any claim based upon the combination, operation or use of the AppealTrack Services with data or computer programs not provided, formally approved or manufactured by AppealTrack.

Technical problems with the Services will be resolved by AppealTrack by providing support services in accordance with the support services referenced below. If User believes that there is a defect in the Services such that it does not conform to this limited warranty, AppealTrack must be notified immediately, but no later than ninety (90) days following the delivery of the Services to User. In addition to any other remedies available to User, AppealTrack shall repair or replace the nonconforming elements of such Services. Any replacement of the non-conforming elements provided hereunder will conform in all material respects to the specifications and will contain features and functionality substantially similar to such Services being replaced. AppealTrack shall have no obligation with respect to this limited warranty under this Section should the Services be modified, altered, merged or subjected to misuse, neglect, accident or improper use by User or any third party. AppealTrack does not warrant that the Services will operate in conjunction with equipment, programs or services that are neither provided by nor formally approved by AppealTrack, or that the operation of the Services will always be uninterrupted or problem or error free.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, APPEALTRACK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND. USER UNDERSTANDS AND AGREES THAT THE LIMITED EXPRESS WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND APPEALTRACK DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY SERVICES (APPEALTRACK SERVICES OR OTHERWISE), THE SUPPORT AND TRAINING SERVICES PROVIDED WITH RESPECT TO SUCH SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

APPEALTRACK DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT USERR ACCESS, TRANSFER, STORAGE AND/OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND USER AGREE THAT FROM TIME TO TIME APPEALTRACK MAY DISCONTINUE OR SUSPEND ACCESS TO THE SERVICES WITHOUT NOTICE TO USER. APPEALTRACK DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES OR CONTENT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND APPEALTRACK DISCLAIMS ANY LIABILITY RELATING THERETO.

EXCEPT AS OTHERWISE PROVIDED, USER EXPRESSLY AGREES THAT IT’S USE OF, OR INABILITY TO USE, THE SERVICES IS AT ITS SOLE RISK. THE SERVICES IS PROVIDED TO USER “AS IS” AND “AS AVAILABLE” FOR USER’S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO USER.
APPEALTRACK SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY USER IN CONNECTION WITH THE SERVICES, BUT USER ACKNOWLEDGES AND AGREES THAT USER OR OTHER USER’ SUBMISSION OF SUCH INFORMATION IS AT USER’S SOLE RISK, AND APPEALTRACK HEREBY DISCLAIMS ANY AND ALL LIABILITY TO USER FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
APPEALTRACK MAKES NO WARRANTIES REGARDING THE SUFFICIENCY, ACCURACY, APPROPRIATENESS, OR REASONABLENESS OF ANY INFORMATION PROVIDED IN THE SERVICES, INCLUDING BUT NOT LIMITED TO RECOMMENDATIONS FOR TAX RATE INFORMATION, APPEAL DEADLINES, PROPERTY TAX FORMS, INTELLECTUAL PROPERTY OR OTHER INFORMATION. IT IS USER’S SOLE RESPONSIBILITY TO SET, ENFORCE, MONITOR, AND REVIEW THE INFORMATION EXCHANGED VIA THE SERVICES.

USER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS APPEALTRACK AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, LICENSORS, DIRECTORS, SUPPLIERS, OTHER PARTNERS, EMPLOYEES AND REPRESENTATIVES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY TO OR ARISING OUT OF USERR USE OF THE SERVICES, (INCLUDING ANY USE BY EMPLOYEES ON BEHALF OF USER) USER’S VIOLATION OF THE AGREEMENT, INCLUDING BUT NOT LIMITED TO USER’S SUBMISSION OR USE OF ANY CONTENT THAT IS (A) FRAUDULENT, INACCURATE, A MISREPRESENTATION, DISHONEST, (B) IS A VIOLATION OF ANY RIGHTS OF ANY THIRD PARTIES OR (C) RESULTS FROM A BREACH OF THIS AGREEMENT OR THE TERMS OF USE. IN NO EVENT SHALL APPEALTRACK BE LIABLE TO ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO USER’S CUSTOMERS, ASSIGNEES, LICENSEES, OR OTHER RELATED PARTIES AS A RESULT OF THE INFORMATION PROVIDED, EXCHANGED, SUBMITTED, OR GENERATED THROUGH THE SERVICES.

LIMITATION OF LIABILITY

IN NO CASE SHALL APPEALTRACK, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM USER’S ACCESS, TRANSFER, STORAGE, OR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USER’S USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, CONTENT (INCLUDING ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT), OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ACCESS, TRANSFER, STORAGE, OR OTHER USE OF SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. THE FOREGOING WILL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF APPEALTRACK, ITS PARENT APPEALTRACK, AFFILIATES, SUPPLIERS OR LICENSORS AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. APPEALTRACK’S LIABILITY TO USER, UNDER THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER IS LIMITED TO THE AMOUNT PAID BY USER DURING THE PRECEEDING SIX (6) MONTH PERIOD. BECAUSE SOME STATES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, JURISDICTIONS OR COUNTRIES, APPEALTRACK’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

SUPPORT AND TRAINING SERVICES

AppealTrack agrees to provide User with the support and training for the AppealTrack Services in accordance with the terms provided herein: (i) AppealTrack shall provide email support available Monday – Friday, during normal business hours from 9:00 a.m. until 5:00 p.m. EST; and (ii) any other training or support services described in the SOW. AppealTrack reserves the right to bill User at standard hourly rates for any support or training services in excess of the foregoing.

NONDISCLOSURES AND CONFIDENTIALITY

Each party may disclose to the other party certain Trade Secrets and Confidential Information (as defined herein) of such party or its affiliates, suppliers, or customers. For purposes of this Agreement, “Trade Secrets” means information, without regard to form, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; “Confidential Information” means information, other than Trade Secrets, that is of value to its Discloser and is treated as confidential; “Proprietary Information” means Trade Secrets and Confidential Information including, without limitation, the Services; “Discloser” refers to the party disclosing Proprietary Information hereunder, whether such party is AppealTrack or User and whether such disclosure is directly from Discloser or through Discloser’s employees or agents; and “Recipient” refers to the party receiving any Proprietary Information hereunder, whether such party is AppealTrack or User and whether such disclosure is received directly or through Recipient’s employees or agents.

Recipient agrees to hold the Proprietary Information disclosed by Discloser in strictest confidence (and in any event, in no less confidence than Recipient treats its own Proprietary Information) and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Discloser to any unaffiliated third party, or utilize the Proprietary Information disclosed by Discloser for any purpose whatsoever other than as expressly contemplated by this Agreement. User acknowledges that AppealTrack claims that the AppealTrack Services is Proprietary Information, and User agrees to treat such information as Proprietary Information in accordance with the terms of this Agreement. With regard to the Trade Secrets, the obligations in this Section will continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, the obligations in this section will continue for the term of this Agreement and for a period of so long as such information remains confidential. The foregoing obligations will not apply if and to the extent that: (a) the information communicated was already known to Recipient, without obligations to keep such information confidential, at the time of Recipient’s receipt from Discloser, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (b) the information communicated was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (c) the information communicated was publicly known at the time of Recipient’s receipt from Discloser or has become publicly known other than by a breach of this Agreement. User shall keep the terms, amount, and facts of this Agreement completely confidential. This restriction prohibits disclosure of any information concerning the Agreement to any third party except the User’s accountant, professional tax preparer, board of directors and/or its officers, or legal counsel, who will be informed of and bound by the confidentiality obligations stated herein.

TERMINATION

This Agreement will be valid as stated in the SOW and will continue unless terminated:

  • (a) by AppealTrack upon giving of written notice in the event that User fails to pay any amounts due to AppealTrack;
  • (b) by either party upon the giving of written notice in the event that the other party fails to discharge any nonmonetary obligations or remedy any nonmonetary default under this Agreement for a period continuing more than thirty (30) days after the aggrieved party shall have given the other party written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which the aggrieved party gives such notice so terminating this Agreement; or
  • (c) by either party upon the giving of written notice in the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium.

Upon the termination of this Agreement, User shall immediately pay AppealTrack all amounts due to AppealTrack, including all outstanding invoices.

If the User terminates this Agreement for any reason other than as provided above, including for convenience, User shall pay AppealTrack a termination fee of fifty percent (50%) of all amounts due, including but not limited to monthly service fees, for the remainder of the Term.

Upon termination or expiration of this Agreement, the Sections titled “Nondisclosure and Confidentiality”, “Limitation of Liability”, and “Governing Law” and other Sections of this Agreement and the SOW(s) that expressly or by their nature survive any termination or expiration of this Agreement or which impose any obligations following the termination or expiration of this Agreement, will continue and survive in full force and effect.

ENFORCEMENT OF THESE TERMS

AppealTrack reserves the right to takes steps AppealTrack believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited a third party claim that User’s use of the Services is unlawful and/or infringes such third party’s rights). User agrees that AppealTrack has the right, without liability to User, to disclose any information to law enforcement authorities, government officials, and/or a third party, as AppealTrack believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.

FORCE MAJEURE

Neither party shall be liable for any default or delay in the performance of its obligations hereunder: (a) if and to the extent that such default or delay arises out of causes beyond its reasonable control, including default or delays of the other party, acts of God, acts of war, acts of governmental authority, acts of public energy, insurrection, earthquakes, fires, cable cuts, floods, terrorism, and riots (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, each party shall be excused from further performance or observance of the obligation(s) affected so long as such circumstances caused by the Force Majeure Event prevail and the parties use their reasonable efforts to promptly recommence performance or observance of said obligation(s). The party claiming excuse by Force Majeure so affected in its performance must immediately notify the other by telephone (to be confirmed in writing within five days of the inception of the Force Majeure Event) and describe at a reasonable level of detail the circumstances causing such delay. Notwithstanding any other provision of this Section, a Force Majeure Event will not relieve User of its obligations to pay monies due and owing to AppealTrack hereunder.

CHANGES

AppealTrack reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify Services for the benefit of User or for the improvement of the Services. Any imposition of new or additional rules, policies, terms, or conditions are collectively referred to in this Agreement as “Additional Terms” and will be effective immediately and incorporated into this Agreement. Additional Terms explicitly excludes changes to User obligations for fees or payments. AppealTrack shall notify User of any Additional Terms. User’a continued use of the Services will be deemed to constitute User’s acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by reference.

MISCELLANEOUS

  • (a) RELATIONSHIP OF PARTIES. This Agreement will not be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.
  • (b) MARKETING. User agrees that AppealTrack may reference User’s execution of this Agreement and its status as a user of the AppealTrack Services on AppealTrack’s website, in marketing materials and in sales presentations. AppealTrack may use User’s trade names and trademarks in connection with such usage.
  • (c) BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors, and assigns as permitted by this Agreement.
  • (d) ASSIGNMENT. Except as otherwise set forth in this Agreement, this Agreement and all rights and obligations may not be assigned in whole or in part by either party without the prior written consent of the other, except the rights and obligations of either party may be assigned to another entity in connection with a reorganization, merger, consolidation, acquisition or other restructuring involving all or substantially all of the voting securities and/or assets of such party. A transfer of more than fifty percent (50%) of the voting stock or other ownership interest of either party will be deemed an assignment for the purposes of this Section.
  • (e) GOVERNING LAW AND FORUM. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana without regard to its rules regarding conflict of laws. Any dispute arising out of this Agreement is subject to the exclusive jurisdiction of the federal or state courts of Marion County, Indiana, and the parties hereby consent to personal jurisdiction and venue in such courts and waive any and all objections thereto or to the convenience of any such forum.
  • (f) NO WAIVER No delay or failure in exercising any right hereunder and no partial or single exercise thereof will be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement will constitute a consent to any prior or subsequent breach. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will be valid and enforceable to the fullest extent permitted by applicable law. All notices required to be given hereunder will be given in writing delivered by any means which provides written evidence of the date received, addressed to the signatory at the address set forth above, or such other person and address as may be designated from time to time in writing. All notices will be deemed given at the time receipt is evidenced. No modifications, additions, or amendments to this Agreement will be effective unless made in writing as an addendum to this Agreement and signed by a duly authorized representative of each party. Both parties acknowledge that this is an arms-length transaction or relationship. There exist no implied or otherwise unstated covenants, rights or obligations by, of or against either party.
  • (g) ENTIRE AGREEMENT. User and AppealTrack each acknowledge that they have read this Agreement, understand this Agreement, and agree to be bound by its terms and conditions. Furthermore, User and AppealTrack agree that this Agreement, together with any SOW(s) and other applicable AppealTrack agreements referencing this Agreement and expressly made a part hereof that are duly signed by the parties will be the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.
  • (h) REMEDIES. All remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of other remedies.