NGOrganize INC - Terms & Conditions
Terms & Conditions
Customer as defined here and in any applicable Order Form or Statement of Work (as defined below), together with its subsidiaries, may be referred to as “Customer” or “Client”.
NGOrganize Inc. dba Corecentra, as defined here and in the Order Form or SOW, together with its subsidiaries and affiliates, may be referred to as “NGOrganize” or “Corecentra.”
Together, the Customer and NGOrganize may be referred to as the "parties."
From time-to-time, as requested by Customer, NGOrganize will perform services or deliver products according to Order Forms and/or Statements of Work (hereinafter, "Order Form(s)" and “Statement(s) of Work” or “SOWs”) entered into by the parties hereto (“Services”). Each such Order Form or Statement of Work shall be subject to the provisions of this Terms & Conditions document (hereinafter, the "T&C"); together, an Order Form or Statement of Work, this T&C, and any attached exhibits and appendices shall constitute a legally binding agreement by and between the parties hereto (the "Agreement"). In the event of a conflict between any provision in an Order Form or Statement of Work (including, without limitation, any quotation, proposal, invoice, purchase order or other instrument that constitutes an Order Form or Statement of Work pursuant to this Section) and the T&C, the T&C shall control. The T&C shall be incorporated into and made a part of any Order Form or SOW between the parties by this reference. Customer acknowledges and agrees that the timely provision of and access to its office, facilities, equipment and assistance, cooperation, complete and accurate information and data from its officers, agents, and employees, and suitably configured computer software, hardware and networks identified in the applicable Statement of Work are essential to the performance of any Services and that NGOrganize’s ability to complete any Services may be dependent upon the same. If any of the aforementioned items are not provided or provided in such a way that reasonably impairs NGOrganize’s ability to perform the Services, NGOrganize shall so inform the Customer in writing, including the relevant specifics and details and applicable scheduling, milestone, and other accommodations shall be reasonably agreed upon in good faith between the parties and reflected in an amendment to the applicable Statement of Work.
This Agreement is not made for and shall not benefit or create any right or cause of action in favor of or for the benefit of any person or entity other than NGOrganize and Customer.
NGOrganize shall use its commercially reasonable efforts to perform the Services. NGOrganize shall perform the Services in conformance with generally accepted professional standards of care and conduct.
Order Forms and Statements of Work
Each Order Form or SOW (i) shall be in writing, shall reference and incorporate the T&C, and shall describe the Services in reasonably sufficient detail and (ii) shall either be signed by a duly-authorized representative of each party or, if issued in accordance with NGOrganize contracting procedures, accepted by Customer in writing. In the event that services are performed by NGOrganize with the written consent of Customer, or Customer issues payment or a purchase order on any quotation, proposal, or invoice provided by NGOrganize during the term of any Order Form or SOW between the parties, such services shall be deemed Services, and any such quotation, proposal, or invoice shall be deemed an Order Form or Statement of Work pursuant to the T&C and shall be governed by the provisions hereof.
As between the parties, NGOrganize shall solely and exclusively own all right, title, interest in the Professional Services and Work Product, including all derivatives, enhancements and modifications of the Professional Services and Work Product, whether created by NGOrganize or Customer, together with all intellectual property and other proprietary rights therein. Customer hereby makes all assignments necessary to accomplish the foregoing ownership. NGOrganize grants Customer a non-exclusive, non-transferable, non-sublicensable subscription or license to use the Work Product solely for Customer’s internal business purposes and only in connection with use of the Service. All such other restrictions that govern Customer’s use of the Service shall also govern the use of the Work Product, which will be deemed the Confidential Information of NGOrganize.
The rights granted under this Agreement apply only to the Customer entity that enters into the applicable Order Form or SOW (as defined below). Customer shall not extend its rights to its Customer Affiliates (as defined below) under any Order Form or SOW. However, Customer Affiliates may enter into one or more Order Forms or SOWs with NGOrganize as defined herein and, in such circumstances, all references in the Agreement to the Customer shall be deemed to be applicable to the Customer Affiliate with respect to that particular Order Form or SOW unless otherwise explicitly set forth in writing. With respect to each such Order Form or SOW, the T&C are incorporated into any such Order Form or SOW and and references to Customer in the T&C are deemed to be references to such Customer Affiliate. Each Order Form or SOW is a separate obligation of the Customer Entity that enters into such Order Form or SOW, and the rights granted in connection with such Order Form or SOW are solely for the benefit of such Customer Entity that enters into such Order Form or SOW, and no other Customer entity has any liability, obligation or rights under such Order Form. “Customer Affiliate” shall mean any entity controlling, controlled by or under common control with Customer, where control (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.
During the term of the applicable Order Form, NGOrganize will make available to Customer as part of the Service, all updates and provide Customer with product support, as follows: Customer can submit support inquiries via email at firstname.lastname@example.org or on the platform support website.
Protection of Data
NGOrganize will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security of Customer data uploaded by Customer to the Service, including Customer’s end user data (collectively “Customer Data”); (ii) protect against threats or hazards to the security of Customer Data; and (iii) prevent unauthorized access to Customer Data. NGOrganize’s security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by its employees, consultants, contractors, advisors, and representatives (together, its "Personnel") except (a) to provide the Services and prevent or address service or technical problems, (b) as required by applicable law, or (c) as Customer expressly permits in writing or under the T&C. NGOrganize will not materially diminish the protections provided in this Section during the term of any Order Form or SOW by and between the parties.
From time to time, Customer may have the option to participate in a program with NGOrganize wherein NGOrganize provides Customer with access to use Alpha or Beta or trial-only services, products, features or documentation (collectively, “Beta Services”) offered by NGOrganize. These Beta Services may contain bugs, errors, defects or harmful components. The entire risk arising out of the use or performance of Beta Services remains with the Customer, including any risk of security breaches or other data compromising events. In no event shall NGOrganize be liable for any damage whatsoever arising out of the use of or inability to use Beta Services. NGOrganize does not provide any indemnities, service level commitments or warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose, in relation thereto. Customer or NGOrganize may terminate Customer’s access to Beta Services at any time. Beta Services include participation in any NGOrganize Accelerate and other special programs, as well as any zero-fee services or products. In consideration for access to the Beta Services, the Customer agrees to notify NGOrganize of all problems and ideas for enhancements which come to the Customer's attention during the period of such access, and hereby assigns to Company all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
For purposes of this Agreement, “NGOrganize IP” shall mean all technology and intellectual property, including, but not limited to, data, source code, materials, information, know-how, methods or techniques, whether or not patented or patentable, copyrighted or copyrightable, or trade secrets, that are (a) owned or controlled by NGOrganize as of the date hereof, (b) conceived, developed or reduced to practice by employees of, or consultants to, NGOrganize after the date hereof and outside of the conduct of the Services, (c) covering or embodied in Services (except to the extent of any Customer technology or information included therein), or (d) any modifications, improvements and/or derivatives of any technology and intellectual property rights described in (a) – (c) in Intellectual Property section. NGOrganize IP shall be solely owned by NGOrganize.
Customer acknowledges and agrees that NGOrganize owns the proprietary rights and Intellectual Property for the subscribed-to and licensed software, that any SOW or Order Form is not a “work for hire” agreement and that NGOrganize retains all rights, title and interest in and to the NGOrganize IP except for the licenses and subscriptions granted hereunder for the term period specified. NGOrganize hereby grants Customer and its affiliates a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services and the deliverables thereof during the term of the applicable Order Form or Statements of Work. The term of the Customer’s license or subscription as described forth above is governed by the applicable Order Form and/or SOW. However, the expiration of such license or subscription shall not imply the expiration of any other provisions herein, unless otherwise noted.
Customer shall not cause or permit reverse engineering, disassembly, de-compilation or make any attempt to discover the source code of any NGOrganize IP. Customer will not alter or impair any acknowledgement of copyright or other intellectual property rights of NGOrganize that may appear in such NGOrganize IP. Notwithstanding anything to the contrary in any non-disclosure agreements by and between the parties (each of which is incorporated as an appendix hereto), Customer shall not (a) permit third parties to use the NGOrganize IP, (b) copy, distribute, assign or resell such NGOrganize IP, or (c) rent, lease or loan such NGOrganize IP. Only the Customer’s directors, officers, and employees shall be considered authorized users of any NGOrganize work product, including NGOrganize IP, and Customer is not permitted to allow non-authorized users to use any NGOrganize work product, including NGOrganize IP.
In the case of the termination of this Agreement, Customer shall be solely responsible for downloading, exporting, or otherwise transferring its data hosted, used, or otherwise stored in systems, products, and services provided by NGOrganize.
Customer may from time to time provide NGOrganize suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Service. NGOrganize will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. NGOrganize will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
In consideration for the Services to be performed by NGOrganize, Customer shall pay NGOrganize fees in accordance with the applicable fee schedule as set forth in any applicable Order Form or Statement of Work. Customer may agree in an Order Form or Statement of Work to reimburse NGOrganize for expenses incurred directly in the performance of the Services. All payments shall be issued by check or wire / ACH transfer in USD currency, unless otherwise agreed in an Order Form or Statement of Work.
Unless otherwise noted in the Order Form or Statements of Work, NGOrganize shall submit invoices in USD for Services performed and costs incurred on a monthly or quarterly basis directly to Customer at its address as noted above, and payments shall be due 30 days from receipt of an invoice for all undisputed amounts (the “Due Date”). Any undisputed amount not paid in full by the Due Date or other date as noted in the Order Form or SOWs will be considered overdue. Amounts due under this Agreement do not include taxes. If NGOrganize is required to pay any federal, state, county or local sales, use or similar taxes based on the Services provided hereunder, the taxes shall be billed to and paid by Customer. Customer shall not be responsible for taxes based on NGOrganize’s income.
Customer shall be responsible for all taxes, duties and other governmental charges associated with the Software or Service other than U.S. taxes based on NGOrganize’s net income. If Customer is required by law to withhold any taxes, Customer must provide NGOrganize with an official tax receipt or other appropriate documentation, and all fees are payable hereunder without any deduction for such withheld taxes or otherwise.
The provisions herein are effective upon the Order Form Effective Date and similar date in any Statements of Work and shall continue until terminated as set forth below or until the expiration of term of applicable Order Form or Statement of Work. Notwithstanding anything to the contrary herein or in any Order Form or Statements of Work, the provisions related to confidentiality, authorized use, intellectual property, data protection and compliance, warranties, disclaimers, liability, indemnification, dispute resolution, and other matters that survive the expiration of term of any Order Form or Statement of Work shall remain in force.
Customer shall have the right to terminate any Order Form or Statement of Work, at its sole discretion, without cause, upon forty-five (45) days prior written notice to NGOrganize, or as specified in the Order Form or Statement of Work. Upon receipt of any notice to terminate any Order Form or Statement of Work, NGOrganize shall continue to perform all work in the ordinary course pending the effective date of such termination.
Either party may terminate a Order Form or SOW upon or after the breach of any material provision of the T&C or such Order Form or SOW by the other party if the other party has not cured such breach within thirty (30) days after written notice thereof by the non-breaching party, or as specified in the Order Form of Statement of Work.
Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. In the event of termination by either party (other than by Customer pursuant herein), NGOrganize shall be entitled to payments for Services completed prior to the effective date of termination, for contractual commitments made prior to the notice of termination to the extent that liability for such commitments cannot be mitigated, and for such reasonable costs and expenses as are necessary to terminate the Services.
Customer Responsibilities and Restrictions
As part of the registration process, Customer will identify an administrative user name and password for Customer’s account (the “Account”). Customer may use the administrative user name and password to create standard users (each with a user password) up to the maximum number permitted in the applicable Order Form or Statement of Work. NGOrganize reserves the right to refuse registration of, or cancel passwords it deems inappropriate or not in compliance with NGOrganize’s password policy specified on the website at the time of registration of the Account. Customer shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Customer. Customer shall be responsible for all activities that occur under Customer’s Account. Customer must provide true, accurate, current and complete information as requested during the Account creation process, and must also keep that information true, accurate, current and complete.
Customer shall be responsible for compliance with any and all applicable third party terms of service, privacy policies and similar documents for platforms, networks and/or websites that Customer runs its applications on, including but not limited to, Facebook, Android, Blackberry, or iOS/App Store. In addition, in the event NGOrganize is legally or contractually required to change or modify the Service in order to ensure the Service complies with the terms of service or privacy policies of various platforms, networks and/or websites, including, but not limited to, Facebook, Android, Blackberry or the iOS store, then Customer shall be responsible for making all necessary changes to Customer’s applications and websites in order to continue using the Service.
Customer Data Compliance Obligations
Customer is solely responsible for ensuring that its use of the Service to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its end-users. Customer also maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Customer’s purposes.
All Customer Data is, or shall be, and shall remain the property of Customer.
Customer hereby grants NGOrganize a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, collect, transfer and process, the Customer Data for the sole purpose of NGOrganize providing the Service and support to Customer under the terms of the applicable Order Form or SOW and this Agreement. For the purposes of clarity, this license extends authorized access and use of Customer Data to NGOrganize Personnel, subject to the safeguards and measures outlined in the "Protection of Data" section, above. In addition, Customer shall own all right, title and interest to the Results obtained by Customer through Customer’s use of the Service. For purposes of this Agreement, “Results” shall mean the data based on Customer Data resulting from Customer’s use of the Service, but do not include any dashboards for displaying results, report templates or other components of the Service used by NGOrganize.
Customer may choose to use or procure Non-NGOrganize Products in connection with the Services. Customer’s use of any Non-NGOrganize Product is subject to a separate agreement between Customer and the third party provider of the Non-NGOrganize Product. If Customer enables or uses Non-NGOrganize Products with the Service, NGOrganize will, at Customer's sole cost and expense, allow the Non-NGOrganize Product providers to access and use Customer Data as required for the interoperation of the Non-NGOrganize Product and the Service. This may include transmitting, transferring, modifying or deleting Customer Data. Any Non-NGOrganize Product provider’s use of Customer Data is subject to the applicable agreement between Customer and the Non-NGOrganize Product provider.
Customer shall not publish any information or data that is proprietary to or owned by the NGOrganize without such party’s prior consent.
Warranty and Disclaimer
THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES BY NGORGANIZE WITH RESPECT TO THE SERVICES HEREUNDER AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, AND NGORGANIZE EXPRESSLY DISCLAIMS SUCH WARRANTIES.
NGORGANIZE DOES NOT WARRANT THAT THE SERVICE OR ANY PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR ANY PROFESSIONAL SERVICES. THE SERVICE AND ANY PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND NGORGANIZE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. NGORGANIZE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE OR ANY PROFESSIONAL SERVICES. NGORGANIZE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE OR ANY PROFESSIONAL SERVICES IS ACCURATE OR COMPLETE OR WILL ALWAYS BE AVAILABLE.
IN ADDITION, CUSTOMER ACKNOWLEDGES THAT NGORGANIZE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, BREACHES, AND OTHER PROBLEMS AND RISKS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. NGORGANIZE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. NGORGANIZE IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-NGORGANIZE PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
Limitation of Liability
Under no circumstances will either party be liable to the other party or any third party for any incidental, special, or consequential damages. Except with respect to a party’s negligence, willful misconduct, violation of law or regulation, the entire liability of either party to the other in connection with Services and any agreement between the parties relating thereto (whether based on breach of contract, breach of warranty, or any other legal theory) shall not exceed, in the aggregate, the total amount of fees paid or payable under this Agreement.
IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF ANY ORDER FORM OR SOW, INCLUDING THIS T&C, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR ANY LOSS OF BUSINESS, ANY LOSS OF REVENUE OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL (INCLUDING NON-NGORGANIZE PRODUCTS OR ANY INTEGRATION THEREWITH); OR (D) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO NGORGANIZE FOR THE APPLICABLE SERVICES UNDER THE APPLICABLE ORDER FORM, OR THE APPLICABLE PROFESSIONAL SERVICES UNDER THE APPLICABLE SOW, RELATING TO ANY SUBJECT MATTER THEREOF IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT AN INTERRUPTION IN SERVICE (S) DUE TO CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF NGORGANIZE, SUCH AS A FAILURE OF TELECOMMUNICATIONS OR NETWORK SYSTEMS NOT CONTROLLED BY NGORGANIZE, SHALL NOT BE CONSIDERED A SERVICE OUTAGE OR SERVICE DEFICIENCY FOR PURPOSES OF ANY REMEDY PROVIDED HEREIN.
If applicable law limits the application of the provisions of this Section, a party’s liability will be limited to the maximum extent permissible.
NGOrganize may subcontract any part of the Services to any third party. The Customer consents herein to NGOrganize using third-parties to develop, maintain, host and perform functions as it relates to NGOrganize’s applications used in providing the Services without the need for further written consent, provided, however, that such third parties are bound by industry-standard confidentiality and use provisions similar to those herein. This Agreement authorizes NGOrganize to, at its sole discretion, use a third-party hosting facility to host NGOrganize’s applications used in providing the Services for the Customer, including any Customer data used in NGOrganize’s applications as delivered to or made available to the Customer. NGOrganize shall not be liable for such Subcontractor’s acts and omissions in connection with the Services. NGOrganize may subcontract to commonly used hosting services (for the purpose of example only, Google Cloud Platform) which provide, among other products and services, functionality related to data security, privacy, backups, data integrity, and availability, and NGOrganize shall not be responsible for any errors, failures, or breaches caused or committed by or otherwise attributable to such third-parties. Any use by NGOrganize of the Customer name, logo(s), trademark(s), copyright(s), or the like, permitted by Customer under this Agreement, is not transferable by NGOrganize. For the avoidance of doubt, NGOrganize may not authorize the use of the Customer name, logo(s), trademark(s), copyright(s) or the like to a Subcontractor or any other third party.
Each party shall indemnify, defend, and hold harmless the other party from any and all claims by third parties for losses, injuries, harm, costs or expenses, including, without limitation, reasonable attorney's fees, incurred by the party claiming indemnification as a result of other party’s (i) gross negligence or willful misconduct or (ii) violation of applicable law.
In the unlikely event a dispute arises between the parties relating to this Agreement, the aggrieved party shall promptly provide written notification of the dispute to the other party. A meeting shall be held promptly between the Parties, attended by representatives of the Parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute, provided, however, that at the request of one or more parties hereto, such meeting may occur remotely (including but not limited to via teleconference and videoconference). If, within twenty-one (21) business days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, the parties further agree that such dispute shall be resolved by arbitration in accordance with the rules of the American Arbitration Association.
Such arbitration shall be conducted in Houston, Texas, and the parties agree to participate in the mediation in good faith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction subject to Governing Law & Jurisdiction section of this Agreement.
If the parties are not successful in resolving the dispute through mediation, then the parties may pursue further recourse in any court having jurisdiction subject to the Governing Law & Jurisdiction section of this Agreement.
Any notice given under this Agreement by one party to the other party shall be in writing to the respective address set forth in the beginning of this Agreement, by U.S. first class mail, courier, or nationally-recognized delivery service, and addressed to the other party at its address indicated above, or to such other address as the addressee shall have last furnished in writing to the addressor. Except as otherwise provided in this Agreement, such consent, notice or report shall be effective upon receipt by the addressee.
In executing this Agreement, the parties intend to create an independent contractor relationship. Nothing herein shall be construed as creating a partnership, a joint venture, an agency, or any other relationship.
Governing Law & Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to its choice of law rules that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State or Federal court (the “Courts”) sitting in Houston, Texas, over any suit, action or proceeding arising out of or relating to this agreement, (ii) agree that all claims and any action may be decided in either of the Courts; and (iii) waive to the fullest extent that they may effectively do so, the defenses of: (a) lack of subject matter jurisdiction of such Courts; (b) the absence of personal jurisdiction by such Courts over the parties hereto; and (c) forum non-conveniens, in each and all cases subject to the provisions in this Agreement. The parties hereby agree that service of any process, summons, notice or document by U.S. registered mail addressed to one party shall be effective service of process for any action, suit or proceeding brought against such party in any such Court. The parties agree that a final judgment in any such suit, action or proceeding brought in any such Court shall be conclusive and binding upon the parties and may be enforced in any other courts to whose jurisdiction the parties are or may be subject by suit upon such judgment.
Any Order Form or Statement of Work, including the T&C, is not assignable, transferable or sublicensable by Customer except with NGOrganize’s prior written consent.
The applicable Order Form or Statement of Work, together with this T&C and attached appendices and exhibits (together, this "Agreement"), embodies the entire understanding between the parties and supersedes any and all prior understandings, arrangements, and agreements, whether oral or written relating to the subject matter hereof, unless reference is made to prior Order Forms or SOWs. If there is any conflict between or among any Order Form or Statement of Work, this T&C, and any exhibits or attachments thereto, the terms of this T&C will control. This T&C shall not be modified or amended by Customer without NGOrganize’s written consent. NGOrganize may modify the T&C without the consent of Customer.
This Agreement may be executed in any number of counterparts, including counterparts transmitted by facsimile or electronic transmission, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. The parties hereby further agree that this Agreement may be executed via facsimile, electronic mail or electronic signature, and that such facsimile, electronic or other signature shall be valid and binding for all purposes. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as signatories.
The headings used in this Agreement are for reference only and are not to be used in the interpretation of construction of this Agreement.
The provisions of this Agreement which by their nature or intent are to survive the termination or expiration of this Agreement shall so survive and continue in effect.
Severability; No Waiver
If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
Neither party shall be liable to the other for delay in performing or failure to perform any of its obligations hereunder if and to the extent that such delay or failure to perform is due to any cause beyond its control which could not have been reasonably foreseen and avoided by the exercise of due care and diligence consistent with the exercise of reasonable business judgment, including acts of God, fire, flood, other extreme weather events, explosion, wars, public infrastructure failure, and riots. If either party is so delayed or unable to perform its obligations as a result thereof, in whole or in part, such party shall notify the other party thereof in writing, explaining the reason for such delay or inability to perform.
Last Updated: September 28, 2020