ARTICLE I: AGREEMENT TERM
The respective duties and obligations of the parties shall commence on date of purchase.
ARTICLE II: COMPENSATION
Product pricing is displayed on the On Technology Partners’ e-commerce site. Pricing is subject to change each billing cycle. Client agrees to pay the current pricing displayed on the On Technology Partners’ e-commerce site at the time of purchase. Client pricing may change without warning.
By purchasing from On Technology Partners’ e-commerce site the Client understands and expressly agrees to the following additional terms:
- It is Client’s responsibility to notify OTP if an account is added or deleted; rates are adjusted at that time.
- Some of the information is supplied to us by third parties and accordingly we offer no warranty of whatever nature in relation to such information.
- On the anniversary of the effective date and every subsequent anniversary thereafter for so long as the Agreement is in effect, the Agreement will renew for an additional successive one (1) year, unless either party has given written notice to the other party of its intent not to renew thirty (30) calendar days prior to the date of any such renewal.
ARTICLE III: FORCE MAJEURE
The parties to this agreement shall not be responsible or liable for delay or failure in the performance of the promises and agreements on either parties part to be performed hereunder, if such delay or failure be due to any cause beyond the respective party’s control, such as, but not limited to, terrorism, strikes, differences with workmen, scarcity of labor, fires, floods, storms, accidents, breakage of machinery, scarcity of materials or fuel, transportation embargoes, scarcity of cars, governmental regulations or orders, perils of navigation, acts of public enemies, mobs or rioters, or acts of God.
ARTICLE IV: ASSIGNMENT
No assignment or transfer of this contract, or any part thereof (or of any money due or to grow due thereon), shall be made by Client without the consent of OTP in writing endorsed thereon, and all purported assignments and transfers without such consent shall be voidable by OTP.
ARTICLE V: MODIFICATION AND EFFECT OF WAIVER OF PERFORMANCE
No waiver or modification of this Agreement or any paragraph contained herein shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding between the parties thereto arising out of or affecting this Agreement, unless such a waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Section may not be waived except as herein set forth. The waiver of performance of any provision of this Agreement in any instance, shall not be deemed a waiver of any other provision hereof, nor of the future performance of each and every provision of this Agreement.
ARTICLE VI: LIMITED LIABILITY
With regard to the services to be performed by OTP pursuant to the terms of this agreement, OTP shall not be liable to the Client, or to anyone who may claim any right due to their relationship with the Client, for any acts or omissions in the performance of the services on the part of OTP, except when the same shall arise due to the willful misconduct of OTP and OTP is judged to be guilty of willful misconduct by a court of competent jurisdiction. The Client shall hold OTP free and harmless from any obligation, costs, claims, judgments, attorney’s fees, and attachments arising from or growing out of the services rendered to the Client pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct of OTP and OTP is judged to be guilty of willful misconduct by a court of competent jurisdiction. If OTP is judged to be guilty, payment will not exceed more than total of two (2) months’ worth of service.
ARTICLE VII: REMEDIES
If any action at law or equity is necessary to enforce or interpret the terms of this agreement, the Client shall pay reasonable attorney fees, costs, and necessary disbursements in addition to any other relief to which OTP may be entitled.
ARTICLE VIII: OHIO LAW TO APPLY
This agreement shall be construed under and in accordance with the laws of the State of Ohio, and the County of Cuyahoga County. The Client and OTP hereby consent to jurisdiction for any disputes arising out of this agreement to be decided in the Courts of Cuyahoga County irrespective of the location in which the work was performed.
ARTICLE IX: SEVERABILITY OF PROVISIONS
In the event that any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, & this agreement shall be construed as if the invalid, illegal, or enforceable provision had never been contained herein and will be deemed to have been severed from this agreement.
ARTICLE X: BINDING EFFECT
This agreement shall be binding on and shall inure to the benefit of the parties and their successors and assigns. All stipulations, agreements, and conditions contained in this Agreement are to apply to and bind the heirs, executors, and administrators of the respective parties to this agreement.
ARTICLE XI: PRIOR AGREEMENTS SUPERSEDED
This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter within.
ARTICLE XII: EARLY TERMINATION
If either party chooses to terminate this agreement prior to the end of the 12-month period, terminating party must give written notice with intent to terminate thirty (30) calendar days prior to the last day of expected termination. If Client is terminating party, Client will pay all the total balance of the current client backup licenses for the remainder of the 12 (twelve) month term.
ARTICLE XIII: NOTICE
Any notice required by this agreement shall be made in writing sent via first class U.S. postage pre-paid to the address provided above for the respective party.