Alliant Cloud Service Terms
ALLIANT IT SERVICES AGREEMENT
This Alliant IT Services Agreement, including the Order Form which by this reference is incorporated herein (this "Agreement"), is a binding agreement between Alliant Systems, Ltd., a Texas limited partnership ("Alliant") and the person or entity identied on the Order Form ("Customer"). This Agreement governs Customer’s use of and access to the Alliant IT Services.
ALLIANT PROVIDES THE ALLIANT IT SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY SIGNING THIS AGREEMENT AND ANY ORDER FORM, CUSTOMER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, ALLIANT WILL NOT PROVIDE THE ALLIANT IT SERVICES TO CUSTOMER, AND CUSTOMER MAY NOT ACCESS OR USE THE ALLIANT IT SERVICES OR THE DOCUMENTATION.
1. Denitions. For purposes of this Agreement, the following terms have the following meanings:
"Alliant IP" means the Alliant IT Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Alliant IP includes Aggregated Statistics and any information, data, or other content derived from Alliant's monitoring of Customer's access to or use of the Alliant IT Services, but does not include Customer Data.
"Alliant IT Services" means the services provided by Alliant under this Agreement that are detailed on Alliant's website available at www.alliantsystems.com and reected in the Customer's Order Form.
"Authorized Users" means solely Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Alliant IT Services under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the Alliant IT Services has been purchased hereunder, and as applicable, is limited to the number of Authorized Users using the Alliant IT Services as specied on the Order Form.
"Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Alliant IT Services.
“Customer Minimum Requirements” means the minimum system and ongoing maintenance requirements for the use of the Alliant IT Services as set out from time to time on Alliant’s community website at community.alliantsystems.com.
"Documentation" means Alliant's user manuals, handbooks, and guides relating to the Alliant IT Services provided by Alliant to Customer either electronically or in hard copy form/end user documentation relating to the Alliant IT Services available at community.alliantsystems.com.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Fees" means the fees, including all taxes thereon, paid or required to be paid by Customer for the Alliant IT Services under this Agreement as specied on the Order Form or otherwise due from Customer as provided hereunder.
"Order Form" means each Proposal/Schedule of Alliant IT Services executed by Alliant and Customer for Customer's purchase of the Alliant IT Services granted under this Agreement.
"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
"Third Party" means any Person other than Customer or Alliant.
"Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by Third Parties and are incorporated into or accessible through the Alliant IT Services.
2. Access and Use.
(a) Provision of Access. Subject to and conditioned on Customer’s payment of all required Fees and compliance with all other terms and conditions of this Agreement, Alliant hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Alliant IT Services during the Term solely for Customer’s internal business operations by Authorized Users in accordance with the terms and conditions herein. Alliant shall provide Customer the necessary passwords and access credentials to allow Customer to access the Alliant IT Services.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Alliant hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for Customer’s internal business purposes in connection with use of the Alliant IT Services.
(c) Downloadable Software. Use of the Alliant IT Services may require or include use of downloadable software. Alliant grants Customer a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software Alliant provides as part of the Alliant IT Services. Any ThirdParty Products that consist of downloadable software are subject to the terms of Section 3(e).
(d) Use Restrictions. Customer shall not, and shall not permit any Authorized Users to, use the Alliant IT Services, any software component of the Alliant IT Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Alliant IT Services, any software component of the Alliant IT Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Alliant IT Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Alliant IT Services, in whole or in part; (iv) remove any proprietary notices from the Alliant IT Services or Documentation; or (v) use the Alliant IT Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law, regulation, or rule.
(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Alliant may monitor Customer's use of the Alliant IT Services and collect and compile data and information related to Customer's use of the Alliant IT Services to be used by Alliant in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Alliant IT Services ("Aggregated Statistics"). As between Alliant and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Alliant. Customer acknowledges that Alliant may compile Aggregated Statistics based on Customer Data input into the Alliant IT Services. Customer agrees that Alliant may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Condential Information.
(f) Reservation of Rights. Alliant reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any Intellectual Property Rights or other right, title, or interest in or to the Alliant IP.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Alliant may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Alliant IT Services if: (i) Alliant reasonably determines that (A) there is a threat or attack on any of the Alliant IP; (B) Customer's or any other Authorized User's use of the Alliant IP disrupts or poses a security risk to the Alliant IP or to any other customer or vendor of Alliant; (C) Customer or any other Authorized User is using the Alliant IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benet of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Alliant's provision of the Alliant IT Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Alliant has suspended or terminated Alliant's access to or use of any Third-Party Products or services or products required to enable Customer to access the Alliant IT Services; or (iii) in accordance with the applicable provision(s) of this Agreement relating to the suspension of services hereunder (any such suspension, a "Service Suspension"). Alliant shall use commercially reasonable eorts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Alliant IT Services following any Service Suspension. Alliant shall use commercially reasonable eorts to resume providing access to the Alliant IT Services as soon as reasonably possible after the event giving rise to the Alliant IT Services Suspension is cured. Alliant will have no liability for any damage, liabilities, losses (including any loss of or prots), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
3.Customer Responsibilities.
(a) Acceptable Use Policy. The Alliant IT Services may not be used for unlawful, fraudulent, oensive, or obscene activity, as further described and set forth in Alliant's acceptable use policy ("AUP") located at community.alliantsystems.com, as may be amended from time to time, which is incorporated herein by reference. Customer will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on community.alliantsystems.com from time to time, including the AUP.
(b) Account Use. Customer is responsible and liable for all uses of the Alliant IT Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable eorts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Alliant IT Services and shall cause Authorized Users to comply with such provisions.
(c) Customer Data. Customer hereby grants to Alliant a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Alliant to provide the Alliant IT Services to Customer, and a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. Customer is responsible for keeping Customer’s passwords and access credentials associated with the Alliant IT Services condential. Customer will not sell or transfer them to any other person or entity. Customer will promptly notify Alliant about any unauthorized access to Customer’s passwords or access credentials.
(e) Third-Party Products. The Alliant IT Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Alliant IT Services by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products.
4. Service Levels and Support.
(a) Service Levels. Subject to the terms and conditions of this Agreement, Alliant shall use commercially reasonable eorts to make the Alliant IT Services available in accordance with the service levels available at community.alliantsystems.com ("Service Levels").
(b) Support. Subject to Section 4(f), Customer is entitled to support services for the Alliant IT Services as described on the Order Form: (i) for the Term of the Agreement set forth on the Order Form; and (ii) thereafter, solely if Customer purchases additional support services and signs an additional agreement for such services.
(c) Availability. Support services included under this Agreement are available and provided exclusively during Alliant’s normal business hours which are currently weekdays from 7:30 am – 5:30 pm Central Time excluding holidays observed by Alliant. Alliant’s normal business hours are subject to change in Alliant’s sole discretion and without notice. If Customer requests support services outside of these hours and days, and Alliant, in its sole discretion, determines to provide such services then Customer shall pay for such services at Alliant’s then current hourly rates subject to a two (2) hour minimum.
(d) Support services may include provision of updates to the Documentation. Alliant may develop and provide updates in its sole discretion, and Customer agrees that Alliant has no obligation to develop any updates at all or for particular issues. Customer further agrees that all updates will be deemed Documentation, all subject to all terms and conditions of this Agreement. Customer acknowledges that Alliant may provide some or all updates via download from a website designated by Alliant. Alliant has no obligation to provide updates via any other media or on for any versions of Documentation except for the current version or those prior versions published by Alliant in the prior 15 months.
(e) Additionally, if Customer noties Alliant that the Alliant IT Services fails to perform in accordance with Customer’s special requirements as specied on the Order Form, as part of its support services, Alliant agrees to provide reasonable programming and systems analysis services to correct a veried programming or documentation error; provided, however, that any such additional work that Alliant agrees to undertake will be at Customer’s expense.
(f) Alliant reserves the right to condition the provision of support services, as determined in Alliant’s reasonable discretion. Alliant has no obligation to provide support services, including updates in the circumstances listed below, and if Alliant determines in its sole discretion to provide support services, including updates in the circumstances listed below, Alliant may charge Customer at its then current rates for such enhanced services:
(i) for any but the most current version or release of the Documentation or those prior versions published by Alliant in the prior 15 months;
(ii) for any Documentation for which all previously issued updates have not been installed;
(iii) if Customer is in breach under this Agreement;
(iv) for any Documentation that has been modied other than by or with the specic written authorization of Alliant, or that is being used with any hardware, software, conguration, or operating system not specied in the Documentation or expressly authorized by Alliant in writing; or
(v) if Customer has failed or fails to meet any of the Customer Minimum Requirements.
5. Restrictions on Future Activities. Customer agrees that for the Term and for two (2) years thereafter, Customer shall not compete with Alliant in the business of providing Alliant IT Services or similar services to others.
6. Compliance Measures
(a) The Documentation may contain technological copy protection or other security features designed to prevent unauthorized use of the Alliant IT Services, including features to protect against any use of the Alliant IT Services that is prohibited under Section 2(d). Customer shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
(b) At any time on Alliant's request, Customer shall conduct a review of its and its Authorized Users use the Alliant IT Services and certify to Alliant in a written instrument signed by an ocer of Customer that it is in full compliance with this Agreement or, if Customer discovers any noncompliance:
(i) Customer shall immediately remedy such noncompliance and provide Alliant with written notice thereof. Customer shall provide Alliant with all access and assistance as Alliant requests to further evaluate and remedy such noncompliance.
(ii) If Customer’s review discovers that Customer's use of the Alliant IT Services exceeds the number concurrent Authorized Users permitted under the Order Form, Customer shall immediately notify Alliant of such excess use and Alliant retains the right to bill Customer for such excess Authorized Users as specied in Section 6(d) below.
(c) During the Term, Alliant may, in Alliant's sole discretion, audit Customer's use of the Alliant IT Services to ensure Customer's compliance with this Agreement. Alliant also may, in its sole discretion, audit Customer's systems within six (6) months after the end of the Term to ensure Customer has ceased use of the Alliant IT Services and removed all copies of the Alliant IT Services from such systems as required hereunder. Customer shall fully cooperate with Alliant's personnel conducting such audits and provide all reasonable access requested by the Alliant to Customer Devices, records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Alliant shall only examine information directly related to the Customer's use of the Alliant IT Services.
(d) If the audit or any of the measures taken or implemented under this Section 6 determines that the Customer's use of the Alliant IT Services exceeds or exceeded the use permitted by this Agreement then from that point forward the Order Form shall be deemed to have been adjusted for such excess use and Customer shall pay to Alliant the Fees for such excess use. Alliant's remedies set forth in this Section 6(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Alliant may have at law or in equity, whether under this Agreement or otherwise.
7.Hardware Procurement and Compatibility. The Client agrees that all hardware used in connection with the IT services provided by Alliant IT/TEXO must be purchased directly through Alliant IT/TEXO, unless otherwise agreed in writing by Alliant IT/TEXO. This requirement exists to ensure hardware compatibility, performance, security, and ongoing support, as Alliant IT/TEXO is only able to fully support and maintain hardware that it has supplied and approved. Alliant IT/TEXO shall have no obligation to service, support, maintain, repair, or troubleshoot any hardware that was not purchased through Alliant IT/TEXO. Any third-party or client-supplied hardware may be incompatible with Alliant IT/TEXO’s systems or services, and Alliant IT/TEXO makes no representations or warranties regarding its suitability or functionality. The Client acknowledges and agrees that Alliant IT/TEXO shall not be liable for any failure, service disruption, security issue, or performance issue arising from hardware not supplied by Alliant IT/TEXO, including but not limited to incompatibility with Alliant IT/TEXO’s services.
8.Condential Information. From time to time during the Term, Alliant and Customer may disclose or make available to the other party information about its business aairs, products, condential intellectual property, trade secrets, third-party condential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is and whether or not marked, designated, or otherwise identied as "condential" at the time of disclosure (collectively, "Condential Information"). Condential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-condential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Condential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Condential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Condential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Condential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall rst have given written notice to the other party and made a reasonable eort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court lings. Each party's obligations of nondisclosure with regard to Condential Information are eective as of the date such Condential Information is rst disclosed to the receiving party and will expire ve (5) years thereafter; provided, however, with respect to any Condential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Condential Information remains subject to trade secret protection under applicable law.
9. Privacy Policy. Alliant complies with its privacy policy, available at community.alliantsystems.com ("Privacy Policy"), in providing the Alliant IT Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Alliant IT Services, Customer, on behalf of itself and the Authorized Users acknowledges that Customer has reviewed and accepted Alliant’s Privacy Policy, and Customer consents to all actions taken by Alliant with respect to Customer’s information in compliance with the then-current version of Alliant’s Privacy Policy.
10. Intellectual Property Ownership; Feedback. As between Customer and Alliant, (a) Alliant owns all right, title, and interest, including all Intellectual Property Rights, in and to the Alliant IT Services and Documentation, and (b) Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. If Customer or any of its employees, contractors, or agents sends or transmits any communications or materials to Alliant by mail, email, telephone, or otherwise, suggesting or recommending changes to the Alliant IT Services or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Alliant is free to use such Feedback irrespective of any other obligation or limitation between Customer and Alliant governing such Feedback. All Feedback is and will be treated as non-condential. Customer hereby assigns to Alliant on its behalf, and shall cause its employees, contractors, and agents to assign, all right, title, and interest in, and Alliant is free to use, without any attribution or compensation to Customer or any Third Party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Alliant is not required to use any Feedback.
11. Fees and Payment. All Fees are payable in advance in the manner set forth in the Order Form and are non-refundable. Any renewal of the Alliant IT Services hereunder shall not be eective until the Fees for such renewal have been paid in full and remain current at all times. If payment terms are not specied on the Order Form or otherwise addressed herein, all such amounts shall be due and payable net 30 days of the date for which the Alliant IT Services are provided. Customer shall pay all taxes arising out of this Agreement, except for taxes payable based upon the net income of Alliant.
12. Term and Termination.
(a) This Agreement and the license granted hereunder shall remain in eect for the term set forth on the Order Form or until terminated as set forth herein (the "Term"). In the event (a) the Term expires, this Agreement shall automatically renew on a month-to-month basis on the same terms and conditions specied in this Agreement except that 150% of the applicable Fees will be due. Alliant IT/TEXO retains the right to make changes to the contract terms and pricing of this agreement with sixty (60) days written noticeto the client, delivered via email to the best point of contact on file.
(b) Alliant may terminate this Agreement, eective upon written notice to Customer, if Customer, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 30 days after Alliant provides written notice thereof.
(c) Alliant may terminate this Agreement, eective immediately, if Customer les, or has led against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benet of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
(d) Upon expiration or earlier termination of this Agreement, all of Customer’s rights to use the Alliant IT Services and Documentation shall also terminate, and Customer shall cease using all Alliant IT Services and Documentation. No expiration or termination shall aect Customer's obligation to pay all Customer Fees and Support Fees that may have become due before such expiration or termination or which Customer is obligated to continue to pay through the end of the Term specied on the Order Form, or entitle Customer to any refund. Upon any termination, Customer shall follow any instructions of Alliant regarding the destruction of all copies of the Documentation on all Customer Devices and servers.
13. Limited Warranties, Exclusive Remedy, and Disclaimer/Warranty Disclaimer.
(a) Solely with respect to Alliant IT Services and time periods for which Alliant receives its required Fees, Alliant warrants that, so long as Customer meets the Customer Minimum Requirements at all times and the Documentation is properly followed and installed on Customer Devices, the Alliant IT Services will conform in all material respects to the Service Levels when accessed and used by Customer in accordance with the Documentation. Alliant does not make any representations or guarantees regarding uptime or availability of the Alliant IT Services unless specically identied in the Service Levels. The remedies set forth in the Service Levels are Customer's sole remedies and Alliant's sole liability under the limited warranty set forth in this Section 12(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND ALLIANT STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS AND ANY ISSUES RELATED TO OR CAUSED BY THIRD-PARTY PRODUCTS.
(b) The warranties set forth in Section 12(a) will not apply and will become null and void if Customer breaches any provision of this Agreement, or if Customer, any Authorized User, or any other Person provided access to the Alliant IT Services by Customer or any Authorized User, whether or not in violation of this Agreement:
(i) uses the Alliant IT Services on or in connection with any hardware or Alliant IT Services not specied in the Documentation;
(ii) at any times fails to meet the Customer Minimum Requirements; or
(iii) misuses the Alliant IT Services, including any use of the Alliant IT Services other than as specied in the Documentation or expressly authorized by Alliant in writing.
(c) Customer Warranty. Customer warrants that it owns all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and Customer’s use of the Alliant IT Services are in compliance with the AUP.
(d) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(A), THE ALLIANT IT SERVICES ARE PROVIDED "AS IS" AND ALLIANT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALLIANT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALLIANT MAKES NO WARRANTY OF ANY KIND THAT THE ALLIANT IT SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
14. Limitations of Liability. IN NO EVENT WILL ALLIANT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ALLIANT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ALLIANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ALLIANT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15. Miscellaneous.
(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving eect to any choice or conict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be eective service of process for any suit, action, or other proceeding brought in any such court.
(b) In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to: (i) acts of God; (ii) ood, re, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in eect on or after the date of this Agreement; (vi) national or regional emergency; and/or (vii) issues related to or caused by Third-Party Products or the providers of Third-Party Products
(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written conrmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (iii) on the date sent by email (with conrmation of transmission and receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses (or email addresses, as applicable) set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 14(c)).
(d) This Agreement, together with the Order Form, all annexes, schedules, and exhibits attached hereto, and all other documents that are incorporated by reference herein, constitute the sole and entire agreement between Customer and Alliant with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(e) Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Alliant's prior written consent, which consent Alliant may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Alliant's prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14(e) is void. Alliant may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer's consent. This Agreement is binding upon and inures to the benet of the parties hereto and their respective permitted successors and assigns.
(f) This Agreement is for the sole benet of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer on any other Third Party any legal or equitable right, benet, or remedy of any nature whatsoever under or by reason of this Agreement.
(g) Customer acknowledges and agrees that Alliant has the right, in its sole discretion, to modify this Agreement from time to time, and that modied terms become eective on posting. Customer will be notied of modications through notications or posts on community.alliantsystems.com and/or direct email communication from Alliant.
Customer is responsible for reviewing and becoming familiar with any such modications. Customer’s continued use of the Alliant IT Services after the eective date of the modications will be deemed acceptance of the modied terms. Alliant will provide at least 15 days' advance notice of changes to any Service Level that Alliant reasonably anticipates may result in a material reduction in quality or services. Except as otherwise provided in the prior portions of this Section 14(g) or otherwise in this Agreement, this Agreement and any Order Form may only be amended, modied, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be eective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not aect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(i) For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby,""hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modied from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
(j) The headings in this Agreement are for reference only and do not aect the interpretation of this Agreement.