Term of Agreement
This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.
Term of Purchased Subscription
The term of each subscription shall be as specified in the applicable Service Agreement. Except as otherwise specified in a Service Agreement, 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 notice of non- renewal at least 90 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless we have given you written notice of a pricing increase at least 90 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
Either party may terminate this Agreement for cause (i) upon 90 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Refund or Payment upon Termination
If you terminate this Agreement in accordance with Section (Termination), We will refund you any prepaid fees covering the remainder of the term of all Service Agreements after the effective date of termination. If we terminate this Agreement in accordance with Section (Termination), you will pay any unpaid fees covering the remainder of the term of all Service Agreements. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. If this agreement is a renewal of or replacement of a prior Agreement, you agree that your right to receive any unused funds, postage or other deposits from the prior agreement are waived, unless specifically addressed in the new Agreement.
Your Data Portability and Deletion
Upon request by you made within 30 days after the effective date of termination or expiration of this Agreement, we will make your data available to you for export or download as provided in the Documentation. After that 30-day period, we will have no obligation to maintain or provide your data and will thereafter delete or destroy all copies of your data in our systems or otherwise in our possession or control as provided in the Documentation, unless legally prohibited.
Services and Procedures
ANI strives to handle all Issuer documents with regulatory bodies with the highest degree of confidentiality; ANI will utilize its best business judgment and practices to submit Issuer’s documents by the agreed upon deadlines. However, Issuer must submit its required documents within a reasonable time frame to the ANI to meet the applicable deadline. ANI cannot ensure that its systems will transmit in the proper format or prior to a filing deadline unless the Issuer has provided ANI the required passwords and applicable access privileges. The Issuer acknowledges and agrees ANI is not responsible for ensuring that the information contained in the Issuer’s documents that are transmitted with such regulatory bodies are true, accurate and complete. Issuer shall be responsible for compliance with all SEC regulations and requirements for public companies as defined in Final Rules Release 33-9002, which is available at: http://www.sec.gov/rules/final/2009/33-9002.pdf. ANI will provide Issuer with all files required by SEC Regulations. The Issuer hereby accepts full responsibility for reviewing the information contained in any and all proofs of such documents submitted to ANI including the final version, for approval, which are to be processed with the relevant regulatory agencies. The Issuer is responsible for providing a clear email APPROVAL(s) stating specific files to be transmitted to sec.gov. No APPROVAL(s) to file with sec.gov or changes to draft(s) can be provided over the telephone. The Issuer is responsible to confirm that the appropriate files have been successfully transmitted and accepted by the sec.gov filer system and are publicly appearing.
Data Control and Protection
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as you expressly permit in writing. Our Personnel. We will be responsible for the performance of our personnel (including our employees and any contractors) and their compliance with our obligations under this Agreement, except as otherwise specified herein.
Provision of Purchased Services
We will (a) make the Services and Content available to you pursuant to this Agreement and the applicable Service Agreements, (b) provide our standard support for the Purchased Services to you at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which we shall schedule to the extent practicable during the weekend hours between 11:00 p.m. Friday and 5:00 a.m. Monday Eastern time), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider failure or delay, or denial of service attack.
Limitation of Liability
Neither party’s liability with respect to any single incident arising out of or related to this agreement will exceed the amount paid by customer hereunder in the 12 months preceding the incident, provided that in no event will either party’s aggregate liability arising out of or related to this agreement exceed the total amount paid by customer hereunder. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit customer’s payment obligations under the section (fees and payment for purchased services).
Exclusion of Consequential and Related Damages
In no event will either party have any liability to the other party for any lost profits, revenues or indirect, special, incidental, consequential, cover or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.
Any notice or demand required or permitted under the terms of this Agreement shall be sufficiently given to either party if sent by certified or registered United States mail to such party at its address appearing at the beginning of this Agreement, or to such other address as such party may have designated for such purpose by notice given in accordance with this Section.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Service Agreements), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such termination, we will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Service Agreements (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Service Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Governing Law and Jurisdiction
This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules.