BOSS-Referent system allows to solve following problems:
- organize effective work with contracts;
- make document flow paperless;
- automate the workflow of the federal government or regional level;
- provide quality control of the execution of instructions of managers;
- improve the efficiency of work with requests and proposals;
- implement the project document flow and collaboration;
- establish a document management within the quality management system.
What results are obtained by the introduction of the system BOSS-Referent In government:
- improving the quality of public service delivery;
- improved discipline, increased manageability;
- increasing transparency and openness of activity;
- reducing the cost of providing government work;
- establish a framework for an integrated information system of the type of "electronic government" (inter-agency document, archives, portals, government services).
For commercial companies:
- increased manageability;
- rapid response to change;
- increasing competitiveness in the market.
Payback period of the system is from six months to two years.
84/32, Bld 1, Profsoyuznaya Str.,
117485, Moscow, Russia
BOSS:REFERENT SUBSCRIPTION AGREEMENT
This BOSS:REFERENT Subscription Agreement consists of the terms and conditions set out below and the order form (the "Order Form") entered into between Aplana Software ("Aplana") and you (collectively, the "Agreement").
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING THE "I AGREE" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE APLANA SERVICES, AS DESCRIBED BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT CLICK THE "I AGREE" BUTTON AND MAY NOT ACCESS OR USE THE APLANA SERVICES.
1. AGREEMENT DEFINITIONS
"You" and "Your" refers to the individual or entity, and any Affiliates (as defined below) of such an entity that has ordered BOSS:REFERENT software as a service from Aplana by executing an Order Form. Software as a service consists of system administration, system management, and system monitoring activities that Aplana performs for the BOSS:REFERENT program, and includes the right to use the BOSS:REFERENT program and support services for such program, as defined in the Order Form (collectively, the "Aplana Services"). The term "User Guide" refers to the user guide provided by Aplana, as amended from time to time. The term "Users" means Your employees and any consultants, contractors and agents who require the use of the Aplana Services to perform services for You, and who are authorized by You to use the Aplana Services, for whom subscriptions to the Aplana Services have been purchased under an Order Form accepted by Aplana, and who have been supplied with user identifications and passwords by You (or by Aplana at Your request). The term "Your Data" refers to all proprietary electronic data entered by You that resides in Your service environment. The term "Malicious Code" refers to any harmful or malicious code, content, files, scripts, agents or programs including, but not limited to, viruses, malware, worms, time bombs and Trojan horses. The term "Third-Party Applications" refers to online, Web-based applications and offline software products that are provided by third parties, interoperate with the Aplana Services, and are identified as third-party applications in the User Guide. The term "Affiliate" refers to any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for the purposes of the definition of Affiliate, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. The term "Purchased Services" refers to Aplana Services that You purchase under an Order Form but does not include any of the Aplana Services provided by Aplana to You under a free trial.
2. RIGHTS GRANTED
Upon Aplana's acceptance of Your Order Form, and for the duration of the subscription period set out in the Order Form or the term of this Agreement, whichever ends first, You have the nonexclusive, non-assignable, non sub-licensable worldwide limited right to use the Aplana Services solely for Your internal business operations and subject to the terms of this Agreement. You may allow the Users to use the Aplana Services for this purpose and You are responsible for the User's compliance with this Agreement.
You acknowledge that Aplana has no delivery obligation and will not ship copies of any components of the Aplana Services to You. You agree that You do not acquire under this Agreement any license to use the Aplana Services in excess of the scope or duration set out in the Order Form and this Agreement. Upon the end of this Agreement, Your right to access or use the Aplana Services will terminate.
3. PROPRIETARY RIGHTS
3.1 Reservation of Rights
Subject to the limited rights expressly granted under this Agreement, Aplana reserves all rights, title and interest in and to the Aplana Services and all software or other intellectual property rights of Aplana and its licensors therein. No rights or licenses are granted to You under this Agreement except the right to use the Aplana Services as expressly set forth in, and subject to, this Agreement.
3.2 Ownership of Your Data
As between Aplana and You, You retain all rights, title and interest in and to all of Your Data.
3.3 Your Suggestions
Aplana will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Aplana Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including any Users, related to the operation of, or modification or improvement to, the Aplana Services.
4. FREE TRIAL
If Aplana agrees in the Order Form to provide to You a limited free trial period, Aplana will make the Aplana Services available to You on a limited 30 day trial basis free of charge until the earlier of:
(a) the end of the 30 day free trial period or such date that Aplana notifies You that the free trial period is terminated, whichever first occurs; and
(b) the start date of any Purchased Services ordered by You.
Additional terms and conditions for the use of the Maximize Services on a trial basis may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. You will not be entitled to more than one 30 day free trial period for the Aplana Services.
Any data You enter into the Aplana Services, and any customizations made to the Aplana Services by or for You, during Your free trial will be permanently lost unless You purchase a subscription to the Aplana Services, or export such data, before the end of the trial period. You acknowledge that You are solely responsible for exporting Your Data from the Aplana Services prior to the end of a free trial period. Aplana will not be responsible for any of Your Data that is lost as a result of Your failure to export it prior to the end of the free trial period.
NOTWITHSTANDING SECTION 10, DURING THE FREE TRIAL THE APLANA SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
Please review the User Guide during the free trial period so that You become familiar with the features and functions of the Aplana Services before You make Your purchase.
5. USE OF THE APLANA SERVICES
5.1 User Subscriptions
Unless otherwise specified in the applicable Order Form:
(a) the Aplana Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users on the applicable Order Form and for which payment has been made to Aplana;
(b) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on any Order Form;
(c) additional User subscriptions may be added during the subscription term at Aplana's then current list price at the time additional subscriptions are added, pro-rated for the remainder of the subscription term in effect at the time the additional User subscriptions are added; and
(d) User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Aplana Services.
5.2 Aplana's Responsibilities
(a) provide to You support for the Purchased Services as described in the User Manual;
(b) provide the Purchased Services only in accordance with applicable laws and government regulations; and
(c) use commercially reasonable efforts to make the Purchased Services available to You at least 99.5% of the time in any calendar month. The calculation of such percentage does not include:
(i) planned downtime (of which Aplana will give at least 24 hours notice and which Aplana will schedule to the extent practicable during the hours from 7 p.m. Pacific time to 3 a.m. Pacific time); or
(ii) any unavailability caused by circumstances beyond Aplana's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Aplana's employees), or Internet service provider failures or delays.
5.3 Your Responsibilities
(a) use the Aplana Services only for Your internal business purposes and in accordance with the User Guide;
(b) be responsible for Users' compliance with this Agreement;
(c) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data; and
(d) use Your best efforts to prevent unauthorized access to or use of the Aplana Services by persons who are not Users, and notify Aplana promptly of any such unauthorized access or use.
You will not:
(a) make the Aplana Services available to anyone other than Users;
(b) sub-license, sell, resell, rent or lease the Aplana Services;
(c) use the Aplana Services to upload, store, transmit, email, post or publish in any manner whatsoever any of Your Data or other material for any purpose that may:
(i) menace or harass any person or cause damage or injury to any person or property;
(ii) involve the publication of any material that is false, defamatory, harassing, pornographic or otherwise obscene;
(iii) violate privacy rights or promote bigotry, racism, hatred or harm;
(iv) constitute unsolicited commercial email, junk mail, spam or chain letters or otherwise offend the provisions of the Fighting Internet and Wireless Spam Act (Canada), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (United States), or any similar legislation in other provinces, states, countries or territories;
(v) infringe the intellectual property or other proprietary rights of any person including, but not limited to, any copyright, trademarks, patents or trade secrets of any other person;
(vi) reasonably injure Aplana's reputation or goodwill; or
(vii) otherwise violate any applicable laws or regulations;
(d) use the Aplana Services to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of the Aplana Services or third-party data contained therein;
(f) attempt to gain unauthorized access to the Aplana Services or Aplana's or its other customers' or licensors' related systems or networks;
(g) make the programs or materials resulting from the Aplana Services available in any manner to any third party for use in the third party's business operations;
(h) create derivate works based on the Aplana Services;
(i) copy, frame or mirror any part or content of the Aplana Services;
(j) remove or modify any program markings or any notice of Aplana's or its licensors' proprietary rights;
(k) reverse engineer the Aplana Services;
(l) access the Aplana Services in order to build a competitive product or service, or copy any features, functions or graphics of the Aplana Services; or
(m) send an email using the Aplana Services to an email address:
(i) for which You have received and opt-out request; or
(ii) for which You have received notification that emails sent to such address are "undeliverable" after ten days of receiving such notice.
5.4 Usage Limitations
The Aplana Services may be subject to other limitations including, but not limited to:
(a) the storage space provided for Your use of the Purchased Services is limited to one gigabyte;
(b) the aggregate number of emails that Users will be able to send using the Purchased Services is limited to 1000 outgoing emails in any given day; and
(c) each email sent using the Aplana Services may be sent to no more than 50 recipients.
The limitations set out above may be increased by purchasing storage space and/or email upgrades from Aplana at Aplana's then current list price for the desired upgrade. Aplana reserves the right to amend the usage limitations set out in this Section from time to time without providing notice to You.
6. THIRD-PARTY APPLICATIONS
Aplana may offer for sale Third-Party Applications under Order Forms. Any acquisition by You of third party products or services including, but not limited to, Third Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third party provider, is solely between You and the applicable third party provider. Your right to use Third Party Applications is governed by the terms of the Third Party Application license agreement and, unless otherwise stated in the Order Form, not under this Agreement. Aplana does not warrant or support third-party products or services. You acknowledge that Aplana may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Aplana Services. Aplana will not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers.
7. FEES AND PAYMENT FOR PURCHASED SERVICES
7.1 User Fees
You will pay fees specified in the Order Form, as adjusted on each renewal term as contemplated in Section 13.4, in accordance with the terms and conditions set out therein and in this Agreement. Except as otherwise specified in this Agreement or in an Order Form:
(a) fees are quoted and payable in the currency specified in the Order Form;
(b) fees are based on the Aplana Services purchased by You, including those added under Section 5.1, even if Your actual usage is less;
(c) payment obligations are non-cancelable and fees paid to Aplana are non-refundable except as expressly provided in Sections 13.5;
(d) Except as otherwise specified in the applicable Order Form, user subscription fees are based on annual periods that begin on the subscription start date and each annual anniversary thereafter; and
(e) fees for User subscriptions added in the middle of a month will be charged for that full month and all remaining months in that annual subscription term on a pro-rata basis.
7.2 Invoicing and Payment
You will provide Aplana with valid and current credit card information or with valid and current automatic bank debit information. You authorize Aplana and its processing institution to charge such credit or automatically withdraw from such designated bank account, as applicable, for all Aplana Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 13.2. Such charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If Aplana agrees in an Order Form that payment will be by a method other than a credit card or automatic bank debit, Aplana will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due 15 days from the invoice date (the "Due Date"). You are responsible for maintaining complete and accurate billing and contact information in the Aplana Services.
7.3 Overdue Charges
If any charges are not received by Aplana from You by the Due Date, then at Aplana's discretion:
(a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the Due Date until the date paid; and/or
(b) Aplana may condition future subscription renewals and Order Forms on payment terms other than those specified in Section 7.2.
7.4 Suspension of Service and Acceleration
If any amount owing by You under this Agreement is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Aplana to charge to Your credit card), Aplana may, without limiting Aplana's other rights and remedies, accelerate Your unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend provision of any or all of the Aplana Services to You until such amounts are paid in full.
7.5 Payment Disputes
Aplana will not exercise its rights under Section 7.4 if the applicable charges are under reasonable and good-faith dispute by You and You are cooperating diligently to resolve the dispute.
Unless otherwise stated, Aplana's fees do not include any taxes, levies, duties or similar governmental assessments of any nature including but not limited to, value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases and use of the Aplana Services contemplated in this Agreement. If Aplana has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount will be invoiced to and paid by You, unless You provide Aplana with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Aplana is solely responsible for taxes assessable against it based on Aplana's income.
By virtue of this Agreement, the parties may have access to information that is confidential to one another (the "Confidential Information"). Confidential Information is limited to the terms and pricing under this Agreement, Your Data, and all information clearly identified as confidential at the time of disclosure. A party's Confidential Information will not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
Each party agrees to hold the other party's Confidential Information in confidence during the term of this Agreement and for a period of three years thereafter. Each party agrees to disclose only information that is required for the performance of obligations under this Agreement. Nothing in this Section will prevent either party from disclosing the Confidential Information to a governmental entity as required by law.
9. PROTECTION OF YOUR DATA
Aplana will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Aplana will not:
(a) modify Your Data;
(b) disclose Your Data except as required by law; or
(c) access Your Data except:
(i) to provide the Aplana Services;
(ii) to collect performance metrics and other statistical information about the Aplana Services;
(iii) to prevent or address service or technical problems; or
(iv) at Your request in connection with customer support matters.
10. WARRANTIES AND DISCLAIMERS
10.1 Limited Warranty
Aplana warrants that the Purchased Services will perform materially in accordance with the User Guide. If the Aplana Services provided to You for any given month during the term of this Agreement are not performed as warranted, You must provide written notice to Aplana no later that five business days after the last day of that particular month. This limited warranty is subject to the following limitations:
(a) this limited warranty applies only during the term of this Agreement, including any renewals (the "Warranty Period");
(b) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last only during the Warranty Period;
(c) this limited warranty does not cover problems caused by accident, abuse or use of the Aplana Services in a manner inconsistent with this Agreement or the User Guide, or resulting from events beyond Aplana's reasonable control;
(d) this limited warranty does not apply to problems caused by the failure to meet minimum system requirements; and
(e) this limited warranty does not apply to downtime or other interruption in access to the Aplana Services.
10.2 Disclaimer of Other Warranties
OTHER THAN THIS LIMITED WARRANTY, APLANA PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES. TO THE EXTENT NOT PROHIBITED BY LAW, APLANA DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT.
You will defend Aplana, its officers, directors, employees, suppliers, agents, and assigns against any claims, liabilities, losses, costs or damages, including lawyer's fees ("Claim"), related to or arising out of:
(a) Your breach of any term, condition or warranty in this Agreement;
(b) Your use or installation of any third party's software;
(c) Your unauthorized use of any third party's proprietary or confidential intellectual property or information including, but not limited to, patents, copyrights, licensed material or trade secrets; or
(d) Your use of the Aplana Services in a manner that contravenes any applicable law or regulation including, but not limited to, Your unauthorized or improper use of any individual's personal information in contravention of any applicable privacy laws, provided that Aplana gives You written notice of the Claim, gives You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally releases Aplana of all liability) and provides to You all reasonable assistance, at Your expense.
12. LIMITATION OF LIABILITY AND CHANGES
12.1 Limitation of Liability
NEITHER PARTY WILL BE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. APLANA'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, OR OTHERWISE, WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO APLANA UNDER THE ORDER FORM FOR THE APLANA SERVICES THAT IS SUBJECT TO THE CLAIM IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOUR AGAINST APLANA WILL BE REDUCED BY ANY REFUND OF CREDIT RECEIVED BY YOU UNDER THIS AGREEMENT AND ANY SUCH REFUND AND CREDIT WILL APPLY TOWARDS THE LIMITATION OF LIABILITY. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Notwithstanding anything else to the contrary in this Agreement, Aplana reserves the right at any time not to release or to discontinue release of any Purchased Services (and other Aplana Services), to change its then current list price for the Purchased Services and other Aplana Services and to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Purchased Services and other Aplana Services.
13. TERM AND TERMINATION
13.1 Term of Agreement
Unless terminated earlier in accordance with Section 13.3, this Agreement commences on the date You accept it or the date You accept an Order Form to which this Agreement applies, whichever is earlier, and continues until all User subscriptions granted to You by Aplana have expired or been terminated. If You elect to use the Aplana Services for a 30 day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30 day free trial period.
13.2 Term of Purchased User Subscriptions
User subscriptions purchased by You commence on the start date specified in the applicable Order Form accepted by Aplana and continue for the subscription term specified in the Order Form. Except as otherwise specified in the applicable Order Form, all User subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year, whichever is shorter, unless either party gives the other written notice of non-renewal at least 60 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term will be at Aplana's then current list price for the Purchased Services which will be made available to You by Aplana on request.
13.3 Termination by Aplana
Aplana may terminate this Agreement, effective immediately and without liability of Aplana:
(a) without notice if You breach any of the terms or conditions set out in Section 5.3;
(b) in addition to Aplana's rights of termination under Subsection (a) above, upon 30 days written notice to You of a breach by You or any Users of the terms of this Agreement if such breach remains uncured at the expiration of such notice period;
(c) without notice if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or
(d) upon 90 days written notice to You for any other reason whatsoever.
13.4 Termination by You
(a) You may terminate this Agreement:
(1) upon 30 days written notice to Aplana of a breach by Aplana of the terms of this Agreement if such breach remains uncured at the expiration of such notice period; or
(2) upon 30 days written notice to Aplana if Aplana becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or
(b) In addition, no earlier than 90 days after the commencement of the initial term of this Agreement (excluding any free trial period) or any renewal term, You may give written notice to Aplana to terminate this Agreement, which notice will be effective upon a further 90 days from the date of the notice (i.e. the effective date of termination will be no earlier than 180 days after commencement of the term) for any other reason whatsoever.
13.5 Refund or Payment upon Termination
Upon termination in accordance with Section 13.3(d) or 13.4, Aplana will refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon termination under Section 13.3(a), 13.3(b) or 13.3(c), You acknowledge and agree that Aplana will not provide any refund to You and You will pay any unpaid fees covering the remainder of the term of the Order Form after the effective date of termination. In no event will any termination relieve You of the obligation to pay any fees payable to Aplana for the period prior to the effective date of termination.
13.6 Return of Your Data
Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, Aplana will make Your Data available to You for download. After such 30 day period, Aplana will have no obligation to maintain or provide any of Your Data and will thereafter, unless legally prohibited, delete all of Your Data in Aplana's systems or otherwise in Aplana's possession or control.
13.7 Surviving Provisions
Sections 3, 5.3, 7, 8, 10.2, 11, 12, 13.5, 13.6, 14 will survive any termination or expiration of this Agreement.
This Agreement may be amended at any time by mutual agreement of the parties in writing. Except as otherwise provided in Section 5.4, Aplana further reserves the right to make changes to other parts of this Agreement to reflect changes in or required by law or to reflect changes in business practices, provided that any amendments will only have prospective effect, by providing You with notice. Notice of such amendments may either be provided to You in accordance with Section 14.8 or by posting notice of the amendments on the BOSS:REFERENT website at http://www.Aplana.com/crm-live/subscription-agreement.html. If You do not accept such amendments, You may terminate this Agreement at any time within the 60 day period following notice by Aplana, by delivering written notice to Aplana of Your intention to terminate. If You do not deliver notice to Aplana terminating this Agreement within the 60 day time period, You will be deemed to have accepted the amendment.
Aplana may audit Your use of the Aplana Services and You will cooperate and provide Aplana with reasonable assistance and access to information, so long as Aplana gives You three days advance written notice. You agree to pay within 30 days of written notice any fees applicable to Your use of the Aplana Services in excess of Your rights under this Agreement. You agree that Aplana will not be responsible for any of Your costs incurred in cooperating with the audit.
14.3 Waiver of Jury Trial
Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
14.4 Press Releases
You acknowledge that Aplana may make reference to You and Your relationship to Aplana in press releases, advertising and promotional materials and You consent to any such reference.
The parties are independent contractors and are not agents, joint venturers, partners or employees of one another, and Aplana will not be obligated by any agreements or representations made by You to any person, nor will Aplana be obligated for any damages to any person caused by Your actions, failure to act, negligence or willful conduct.
This Agreement may not be assigned or sublicensed by You without the prior written approval of Aplana. Aplana may subcontract or delegate the provision of any or all of the Aplana Services or otherwise assign its rights in this agreement at any time without Your consent.
14.7 Entire Agreement; Enforceability; Waiver
This Agreement and the applicable Order Form constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersede or replace all prior or contemporaneous agreements or representations. The terms and conditions of this Agreement may only be amended under an amendment to this agreement signed by all parties. If any terms of this Agreement are found to be invalid or unenforceable, the remaining provisions will remain effective. No failure or delay by a party in exercising any right or power under this agreement will operate as a waiver of that right or power, and the single or partial exercise of a right or power under this Agreement will not preclude any other or future exercise of that or any other right or power.
Except as otherwise specified in this Agreement, all notices, permissions and approvals will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the fifth business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (i) the first business day after sending by email to the email address set out in the Order Form (provided email will not be sufficient for notices of termination or an indemnifiable claim). Notice to You will be addressed to the system administrator designated by You under the Order Form, and in the case of billing notices, to the relevant billing contact designated by You. The address and contact person for any notices by You to Aplana will be to Aplana Software Inc., 10th Floor, 1090 West Pender Street , Vancouver, BC, Canada V6E 2N7, Facsimile: 604-681-6001, Attention: CRM Administrator.
14.9 Governing Jurisdiction.
This Agreement in all respects will be governed and interpreted in accordance with the laws of the Province of British Columbia, and the parties hereby irrevocably attorn exclusively to the Courts of the Province of British Columbia. This Agreement will not be governed by the conflict of law rules of any other jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.