Terms of Use

This ‘Terms of Use Document’ is not intended to alter or effect any signed agreement (‘Agreement’) between Fonteva and a customer. If any provision contained in this ‘Terms of Use Document’ is in conflict with, or inconsistent with, any provision in that Agreement, the provision contained in that Agreement shall govern and control.

This Subscription and Services Agreement is a legal agreement between you and Fonteva, Inc. (“Fonteva,” “Us,” “Our,” or “We”). By (a) completing and submitting to Us an online registration form referencing this agreement or indicating your acceptance of an online version of this agreement, (b) signing an Order Form or SOW (each as defined below) that references this agreement, or (c) using the Solution, You agree to the terms of this agreement. If You are entering into this agreement on behalf of a company or other legal entity, You represent that You are authorized to do so. The terms “Customer,” “You” and “Your” refer to You and the company or entity entering into this agreement. If You are not so authorized, or if You disagree with any of the terms of this agreement, do not accept this agreement or use the Solution.

1. This Subscription and Services Agreement, including any Orders and SOWs entered into by
the Parties (collectively, this “Agreement”), is effective on the date that the initial Order or SOW is executed by Fonteva and You, or as of the date Fonteva accepts this Agreement if it is being executed in hardcopy form (the “Effective Date”). You and Fonteva are referred to individually as a “Party” and collectively as the “Parties.”
2. This Agreement sets forth the terms on which You may purchase, and We will provide, subscriptions to Our proprietary, online-hosted “Events Management Solution for the Salesforce Cloud” software applications and platform solutions, and certain related software applications designed for installation on Your computers and mobile devices (any such subscription, a “Subscription,” and any such software application or solution, a “Solution”), and various implementation, configuration, and other professional services related to the Solutions (“Professional Services” or “PS”).
3. The Parties may execute Order Forms (each, an “Order”) for Subscriptions to any of the Solutions and for other purchases and Statements of Work (each, an “SOW”) for PS related to the Solutions. Each Order shall describe the applicable Solution, the Subscription term, related fees, Subscription and user details and other usage parameters. Each SOW shall describe the PS to be provided by Us, Your obligations, and the related fees. Each Order and each SOW agreed to by the Parties is subject to the terms of this Agreement and may contain additional terms applicable to a specific Solution or to PS. In the event of any conflict between the terms of this Agreement and those of any Order or SOW, the terms of the Order or SOW shall control regarding the subject matter of the Order or SOW.
4. Subject to the terms of this Agreement and any Orders, You shall have a non-exclusive right to access and use, during the applicable Subscription term and solely for Your internal business purposes, each Solution for which You have purchased a Subscription. All rights not expressly granted to You by this Agreement are reserved by Fonteva and its licensors.
5. Your access to and use of the Solutions is limited to the permitted types and numbers of Users and other applicable usage parameters specified in each Order. A “User” means an individual whom You define or provision in the Solutions as being permitted to use the Solutions. You may not share Subscriptions and User logins and IDs or permit use by more than one individual. However, You may delete and add User logins or IDs as reasonably necessary to accommodate changes in personnel and duties, subject to the applicable limits on the number of permitted User Subscriptions. You are responsible for access to and use of the Solutions by any Users or other persons occurring under Your Subscriptions, passwords, or IDs. You shall notify Us immediately of any unauthorized use of Your Subscriptions or any other actual or suspected breach of security regarding the Solutions of which You become aware.
6. You acknowledge and agree that the Solutions are designed to be interoperable with online services provided to You by salesforce.com, inc. (“SFDC Services”). During the term of your Subscription for the Solutions, You agree to maintain in full force and effect a subscription for SFDC Services consistent with and sufficient to support Your usage of the Solutions. We are not responsible for any service interruption, performance degradation, loss of access to or use of data or any other loss, liability or damage caused by salesforce.com, inc. (“SFDC”) or by Your failure to maintain Your subscription for SFDC Services.
7. Fonteva may make available for purchase by You subscriptions, licenses, or similar rights to third-party products that are identified separately from the Solutions on any Order or sold through the Fonteva App Marketplace (“Third Party Products”). Third Party Products do not constitute part of the Solutions or PS and may be subject to separate terms. The applicable third-party licensors or suppliers are responsible for Third Party Products and their use, and You agree to comply with any applicable separate terms and to look solely to such third parties for any remedies regarding Third Party Products. Fonteva does not warrant or support any Third-Party Offering, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order. If You install or enable any Third Party Offering for use with the Solutions, You acknowledge that We may allow the provider of that Third Party Offering to access data and personally identifiable information submitted, stored, posted, displayed or otherwise transmitted by or on behalf of Customer or any User by or through use of the Solution (collectively, “Customer Data”) as required for the interoperation and support of the Third Party Offering with Our Solution. Neither We nor SFDC are responsible for any disclosure, modification, addition, or deletion of Customer Data resulting from any such access by the providers of Third Party Offerings.
8. Except as expressly permitted by this Agreement, You shall not, directly or indirectly, without Our express prior written consent: (a) use or permit the use of, reproduce, distribute, modify, encumber, time-share, license, sublicense, rent, lease, sell, resell, transfer, or otherwise make available to any third party any of the Solutions; (b) reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any Solution or other software provided or made available by Us; (c) defeat or attempt to defeat any security mechanism of any Solution or of any website from which they are made available; (d) remove, obscure, or alter any trademark or copyright, confidentiality or other rights notice or legend appearing on or in any Solution or other materials provided or made available by Fonteva; or (e) knowingly permit any third party to do any of the foregoing.
9. You shall not use any Solution: (i) to send unsolicited messages (via fax, email, or otherwise) in violation of applicable law; (ii) to store, send, or provide access to obscene or otherwise illegal materials; (iii) to store, send, or provide access to materials that would infringe any intellectual property right or violate any privacy right of any third party; or (iv) in any manner that violates or does not comply with applicable laws and regulations.
10. If, in Our reasonable determination, Your or any User’s use of any Solution is not in accordance with this Agreement or is otherwise impairing or impeding the normal use of the Solutions, or interfering with, jeopardizing, or creating risk to the security, confidentiality, integrity, operation, or use of the Solutions, Our network or systems, any data of Yours, Ours, or any third party, or any third-party systems with which the Solutions are interconnected, then We may suspend Your (or any User’s) access to and use of the affected portion or functionality of the applicable Solution, to the extent reasonably necessary to resolve the issue.
11. We will use commercially reasonable efforts to make each Solution available for use not less than 99.5%
of the time each month, 24 hours a day, 7 days a week, except for minimal planned downtime and events outside of Our reasonable control, including causes related to the performance or non-performance of the SFDC Services and any Third-Party Products.
12. Fonteva makes a variety of support services offerings available to Our customers and will provide You with the level of support to which You are entitled based on Your Order Form. The levels and terms and conditions applicable to Fonteva support services to which You may be entitled as set forth in Your Order Form may be viewed at bit.ly/Fonteva-US-Basic-and-Premier-Success-Support (US Basic and Premier Success Support) and bit.ly/Fonteva-Customization-Support (Customization Support).
13. To the extent that Customer Data is transmitted out of the SFDC system by our Solution, We will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of such Customer Data using the capabilities of currently available technologies and in accordance with prevailing industry practices and standards, including the Payment Card Industry Data Security Standard to the extent applicable. You acknowledge that You are responsible for maintaining any access, User logins, passwords and all rules and permission levels established within the Solution. You acknowledge that, notwithstanding any security precautions deployed by Fonteva, the use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Solution and Customer Data. We cannot guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or that any such security precautions will be adequate or sufficient. The availability, performance, security, privacy, compliance and integrity with respect to Customer Data within the SFDC system will be the responsibility of SFDC and is governed by the terms of the SFDC Services. SFDC is not responsible for Customer Data to the extent it is transmitted out of the SFDC system.
14. Subject to the limited rights granted by You in this Agreement, We acquire no right, title or interest under this Agreement in or to Your Customer Data. Except as otherwise specified in this Agreement, we shall not (a) modify Customer Data, (b) disclose or share Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide, monitor and improve the Solutions and prevent or address service or technical problems, or at Your request in connection with PS and customer support matters.
15. You shall pay Us the fees specified or described in any Order and SOW for the corresponding Solutions and PS. Unless otherwise provided in an Order, We may adjust the pricing applicable to any renewal of any Subscription term to the pricing We then generally make available, by providing You with written notice at least 120 days prior to the end of the existing Subscription term. You may reduce the number of Subscriptions or Users under any Order, and the associated fees, only upon renewal of the Subscription term of such Order, by providing Us with written notice at least 60 days prior to the scheduled end of the applicable Subscription term. You may add additional User subscriptions at any time at the same price as then in effect, pro-rated for the remaining Subscription term.
16. We will invoice You for the applicable fees in accordance with the payment schedule indicated in the applicable Order or SOW. Unless otherwise provided in an Order or SOW, all invoiced amounts are due and payable within 60 days from the invoice date for the Solutions and 30 days from the invoice date for PS. Any amount due and not received by Us by the applicable due date shall, at our discretion, bear an additional charge of 1.5% per month (or the maximum rate permissible under applicable law, if less) from the date due until paid. We reserve the right to suspend Your use of the Solutions or further performance of PS if You fail to pay any undisputed, past-due fees within 10 days after receiving written notice from Us. Following a suspension, We may re-commence services at Our discretion and may require payment of a reasonable reactivation fee and a retainer or other assurances of payment satisfactory to us. We will be entitled to reimbursement of reasonable collection costs and attorney fees in the event We retain a collection firm or legal counsel due to Your nonpayment of fees. Except as expressly provided in an Order, all fees are nonrefundable, and payment obligations cannot be canceled, regardless of actual usage of the Solutions.
17. Fees do not include, and (unless You provide Us with a valid tax exemption certificate) You shall pay, all sales, use, value- added, and other taxes, all customs and import duties, and all similar levies, duties, and taxes imposed at any time in connection with this Agreement or the purchase, sale, or provision of the Solutions or PS to You, excluding taxes on Our income.
18. As between Fonteva and Customer, all right, title and interest in the Solutions and PS and any other Fonteva materials furnished or made available to Customer, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Solutions or PS, including all Intellectual Property Rights (defined below) in each of the foregoing, belong to and are retained solely by Fonteva or Fonteva’s licensors and providers, as applicable. “Intellectual Property Rights” means all intellectual property or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; including any registrations, applications to register, and renewals and extensions regarding the foregoing in any jurisdiction in the world.
19. We may use and provide Solutions and PS to others that are similar to those provided to You and We may use in Our engagements with others the knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or PS to You. However, We will not disclose any of Your Customer Data or other confidential information when we provide Solutions and PS to others.
20. Fonteva warrants, for Your benefit alone, that (a) throughout the applicable Subscription term, each Solution will perform without material defect or error in its principal features and functions and substantially in accordance with the Events-only sections of the User Guide found at: docs.fonteva.com and (b) the PS will be performed in a competent, professional and workmanlike manner in material accordance with standards common and prevalent in the industry and with the requirements contained in the applicable SOW, provided that You must notify Fonteva in writing of any failure to conform to the foregoing warranties within 30 days after the material defect or error was first encountered or the applicable PS were performed.
21. If You notify Us in writing within the 30-day period stated in paragraph 20 of the nature and extent of any failure of any Solutions or PS to conform to their warranties set forth in paragraph 20, (and as your sole remedy and Fonteva’s entire liability) Fonteva shall: (a) in the case of a breach of the warranty set forth in clause (a) of paragraph 20, use commercially reasonable efforts to correct such failure; or (b) in the case of a breach of the warranty set forth in clause (b) of paragraph 20, re-perform the affected PS. If the foregoing remedies are not commercially reasonable or practicable, Fonteva may, in its discretion, terminate this Agreement (or the applicable Order, Subscription, or SOW) upon providing You with written notice, and, in such event (as Your sole and exclusive remedy and Fonteva’s entire liability), refund to You: (i) in the case of breach of the warranty set forth in clause (a) of paragraph 20, any Subscription fees paid by You with respect to the remaining portion of the current Subscription term for the non-conforming Solution; or (ii) in the case of breach of the warranty set forth in clause (b) of paragraph 20, any fees paid by You for the portion of PS giving rise to the breach.
22. The warranties in paragraph 20 shall not apply to the extent that any failure to conform with such warranties arises or results from causes outside of Our reasonable control, including: (a) misuse or modification of a Solution by You or any third party not under the direction or control of Fonteva; (b) failure by You to timely perform action items or make available resources in support of PS as provided in any SOW; (c) use of a Solution with computer software or equipment other than those recommended in Our published specifications; or (d) other causes within Your computing environment or within the control of third parties, including problems with Third Party Products, hardware, network, Internet connectivity or the SFDC Services.
23. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 20, NEITHER FONTEVA NOR ITS LICENSORS, EMPLOYEES, AGENTS, DISTRIBUTORS, MARKETING PARTNERS, RESELLERS, AFFILIATES OR SUBSIDIARIES MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY) WITH RESPECT TO THE SOLUTIONS, ANY RELATED DOCUMENTATION, ANY PS, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTIES OR CONDITIONS (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) AND ANY WARRANTIES THAT MIGHT ARISE THROUGH USAGE OF TRADE OR CUSTOM, COURSE OF DEALING, OR COURSE OF PERFORMANCE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FONTEVA DOES NOT WARRANT THAT THE SOLUTIONS ARE WITHOUT DEFECT OR ERROR, WILL MEET YOUR REQUIREMENTS, OR WILL BE CONTINUOUSLY AVAILABLE OR APPROPRIATE FOR YOUR PARTICULAR USE.
24. Fonteva shall defend You against all actions, proceedings, claims and demands by a third party (a “Claim”) alleging that a Solution infringes any Intellectual Property Rights and shall pay all damages, costs and expenses, including attorneys’ fees and costs incurred by You from the Claim. These obligations shall not apply to a Claim to the extent it arises out of (i) Your use of infringing Customer Data; (ii) Your use of a Solution in combination with any software not supplied by us; (iii) any modification or alteration of a Solution other than by Us; (iv) Your continued use of a Solution after We notify You to discontinue use because of a Claim.
25. If any Claim which We are obligated to defend in accordance with paragraph 24 has occurred, We may in Our sole discretion and at Our expense (i) obtain for You the right to use the Solution, (ii) substitute a functionality equivalent, non-infringing replacement for the Solution, (iii) modify the Solution to make it non-infringing and functionally equivalent, or (iv) terminate this Agreement and refund to You any prepaid amounts attributable to the period of time between the date You were unable to use the Solution due to such claim and the remaining period in the Subscription Term.
26. Customer shall defend Us against Claims alleging that Customer Data or Your use of a Solution in breach of this Agreement infringes any Intellectual Property Rights, and shall pay all damages, costs and expenses, including attorneys’ fees and costs incurred by Us from the Claim.
27. The defense and indemnity obligations of each Party under paragraphs 24 and 26 are conditioned upon (i) the Party receiving a Claim promptly notifying the other Party of any Claim, (ii) The Party with the indemnity obligation having the sole right to control the defense and settlement of the Claim, and (iii) The Party receiving a Claim providing reasonable assistance (at the indemnifying Party’s expense) in the defense of the Claim. No Party receiving a Claim will settle any Claim without the indemnifying Party’s written approval. A Party receiving a Claim may, at its expense, engage separate counsel to advise it regarding a Claim and participate in the defense of the Claim, subject to the indemnifying Party’s right to control the defense and settlement.
28. If a Party materially breaches this Agreement and, if the breach is curable, fails to cure the breach within 30 days after written notice of the breach from the non-breaching Party, the non-breaching Party may at its option terminate this Agreement and all Orders and SOWs or terminate just the Orders or SOWs related to the breach. The cure period described above shall be 10 days with respect to a breach by You of Your payment obligations to us.
29. “Confidential Information” means all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement that the Disclosing Party identifies as confidential and proprietary or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works; (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales, pricing, and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information in the course of Disclosing Party’s business; and (d) the terms of this Agreement and any Order Form. Our Confidential Information includes the Solutions and related documentation and Your Confidential Information includes Customer Data.
30. Each Party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other Party. The Receiving Party shall keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under this Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care). Each Party will take appropriate action by instruction or agreement with its officers, employees, affiliates and agents who are permitted access to the other Party’s Confidential Information to satisfy its confidentiality obligations under this Agreement. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to carry out the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement. Each Party’s obligations with respect to Confidential Information set forth in this Agreement shall continue throughout the Agreement term and for the longest period permitted by applicable law (not to exceed five years) after termination or expiration of this Agreement.
31. You shall not publish, disseminate, cite or disclose performance and benchmarking data, results of testing, and related documentation related to the Solutions unless We consent in writing to such disclosure.
32. The confidentiality obligations set forth in this Agreement shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. The Receiving Party may disclose Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental agency; however, prior to such disclosure, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) promptly notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate with the Disclosing Party in seeking a protective order or other relief narrowing the scope of the compelled disclosure and protecting its confidentiality. The Parties agree that any unauthorized disclosure of Confidential Information may cause irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
33. Except for claims subject to either Party’s obligations of indemnification under paragraphs 24 and 26, in no event will either party be liable for any incidental, indirect, special, consequential or punitive damages (including lost profits, costs of delay, failure of delivery, business interruption, data loss, damage or disclosure, or liabilities to third parties arising from any source), regardless of the nature of the claim, even if such party has been advised of the possibility of such damages. Except for any claims and amounts payable pursuant to either Party’s obligations of indemnification under paragraphs 24 or 26 and Your obligation to pay Us subscription or PS fees due under this Agreement, the cumulative, aggregate liability of each Party for all claims arising from or relating to this Agreement, whether in contract, tort, strict liability, or any other legal theory, shall not exceed the total amount of fees paid to Fonteva by You under the applicable Order or SOW related to the claim during the 12 months preceding the event giving rise to such liability. These limitations of liability and exclusions of certain types of damages shall apply without regard to whether any provisions of this Agreement have been breached, have proven ineffective, or have failed of their essential purpose.
34. YOU AND WE AGREE THAT THE PROVISIONS OF PARAGRAPHS 21, 22, 23, AND 33 OF THIS AGREEMENT ARE ALL FUNDAMENTAL AND SPECIFIC REQUIREMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND FONTEVA, AND FONTEVA WOULD NOT AGREE OR BE ABLE TO PROVIDE THE SOLUTIONS OR PS WITHOUT EACH PROVISION.
35. We reserve the right to offer new, additional, or substitute Solutions, and modify, amend, or discontinue offering any Solutions. Nevertheless, during any Subscription Order Term, We will not, except as expressly provided elsewhere in this Agreement: (i) materially reduce or decrease the functionality and features of the Solutions provided under the applicable Order; or (ii) cease offering any of such Solutions without offering a substitute of comparable functionality and features. Fonteva may modify, improve or increase the features of any Solution from time to time at no additional cost to You.
36. This Agreement and any Order, SOW or amendments may be executed in one or more separate counterparts including execution by electronic or digital means. This Agreement constitutes the entire agreement and understanding between Us and You regarding the Solutions and PS and supersedes prior discussions, understandings, advertisements, statements, proposals, negotiations or agreements regarding this subject. This Agreement may not be modified or amended except by a writing signed by both Parties.
Any pre-printed terms and conditions attached to additional documents from You, including purchase orders, invoices or acceptance documents are null and void and not applicable to Us. No waiver will be effective unless in a writing signed on behalf of the Party against whom the waiver is asserted. Notices shall be in writing and shall be deemed to have been given upon personal delivery or the day of receipt if sent by express carrier or U.S. Postal Service certified mail.
37. This Agreement is governed by and construed under the laws of the Commonwealth of Virginia, without regard to conflicts of laws provisions. The exclusive forum and venue for any legal action in connection with this Agreement is the state and federal courts of the Commonwealth of Virginia. Each Party waives any right to a jury trial in connection with any action related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is excluded from application to this Agreement. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision or portion of a provision of this Agreement is determined by a court to be unenforceable, the provision or portion shall be deemed severed from this Agreement and all other provisions shall remain in full force and effect.
38. The Parties are independent contractors and this Agreement does not create an agency, partnership, joint venture, or other joint enterprise. There are no third-party beneficiaries to this Agreement.
39. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations, either voluntarily or by operation of law, without the prior written consent of the other Party (not to be unreasonably withheld), except that either Party may assign this Agreement without the other Party’s consent in the event of a sale of all or substantially all of its assets or in the event of a merger, corporate reorganization, change of control or business consolidation of the Party (but excluding any assignment by You to a competitor of Ours). This Agreement shall be binding upon the Parties and their permitted successors and assigns.
40. We may use Your name and logo on Our website and refer to You as a customer in Our online and print materials, but neither Party will issue a press release or make any public statement concerning the other without prior written permission.
41. During the Agreement term and for one year after any termination of this Agreement, neither Party shall solicit for employment or for engagement as an independent contractor, or employ or contract with, any person employed by the other Party who was involved in performance under this Agreement or any SOW. However, either Party may solicit, employ or engage anyone who responds to a general solicitation or advertisement that is not specifically directed to employees of the other Party or is referred by an agency or search firm that has not been instructed to solicit employees of the other Party.
42. The Solutions and related documentation are “commercial items,” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government customers acquire licenses to the Solutions and related documentation with only the rights set forth in this Agreement.
43. Neither Party will be liable for a failure to perform under this Agreement if prevented from doing so by a cause beyond its control such as acts or omissions of the other Party or third parties, acts of God, terrorism, labor interruptions, failure of communications, internet or utilities, fire, explosion, flood, and the like.
44. The provisions of this Agreement which by their nature are intended to survive termination, cancellation, completion or expiration of this Agreement (including those set forth in paragraphs 6, 7, 13-19, 23-27, 29, 30-34, and 36-45) will survive and continue as enforceable rights, duties, and obligations.