These Standard Terms and Conditions are incorporated into and constitute a material part of the Master Agreement (together with all Addenda thereto, the “Agreement”) between Altriva LLC dba Altriva Solutions (“Altriva”) and the Customer. Altriva and Customer agree as follows:
Section 1. Definitions
Whenever used in this Agreement with initial letters capitalized, the following terms will have the following specified meanings:
“Addendum” means any written addendum to this Agreement as identified as part of this Agreement or otherwise agreed upon by the Parties in writing.
“Altriva Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Altriva and its affiliates.
“Applicable Laws” means all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction, including, without limitation, all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.
“Altriva Parties” means Altriva and its affiliates, independent contractors, suppliers, partners and service providers, and each of their respective members, directors, officers, employees and agents.
“Confidential Information” means any information that is proprietary or confidential to the Discloser or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature (including, but not limited to, Personal Data and information which relates to the Discloser's technology, research, development, products, services, pricing of products and services, customers, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs). However, Confidential Information does not include any information that: (a) was known to the Recipient prior to receiving the same from the Discloser in connection with this Agreement; (b) is independently developed by the Recipient; (c) is acquired by the Recipient from another source including any Customer Personnel user of the Service Offerings without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Recipient.
“Customer-Furnished Items” means any content or data that Customer provides to Altriva in connection with the Services, including any artwork, images, videos, text, logos, trademarks, service marks, trade dress, trade names, other source or business identifiers, or any other content.
“Discloser” means a Party that discloses any of its Confidential Information to the other Party.
“Documentation” means the user manuals, technical manuals, specifications and other documentation relating to any Service Offerings furnished by Altriva to Customer under this Agreement, as may be modified by Altriva from time to time in Altriva’s sole discretion. Documentation does not include whitepapers, marketing or other promotional materials.
“Embedded Third Party Software” means software acquired or licensed by Altriva from a third party that is included in a Service Offering.
“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).
“Order” means the written order issued by Customer to Altriva in form and content provided by Altriva , and any electronic order (in form and content provided by Altriva) for any Service Offerings or Services of Altriva or any Third Party Solutions which references this Agreement and is agreed to by Altriva and Customer.
“Party” means Altriva or Customer.
“Personal Data” means information about an identifiable individual, including but not limited to names, email addresses, phone numbers, and mailing addresses.
“Recipient” means a Party that receives any Confidential Information of the other Party.
“Service Offerings” means any Altriva Tools and Services, owned by, proprietary to and provided by Altriva under this Agreement, and excluding Third Party Solutions.
“Services” means the services to be provided for Customer by Altriva, as identified in an Order and as more fully described in the applicable Professional Services Addendum.
“Site” means www.altriva.com, www.altrivasolutions.com, www.altriva.co.uk and subdomains and any related or successor site designated by Altriva.
“Third Party Solutions” means any third party tools, software, analytics, services or software as a service offerings resold or otherwise provided or made available by Altriva to Customer under this Agreement.
“Unauthorized Use” means any use, reproduction, modification, distribution, disposition, possession, examination, inspection, viewing, disclosure or other activity involving the Service Offerings or Third Party Solutions, Documentation or Confidential Information of Altriva that is not expressly authorized under the Agreement or otherwise in writing by Altriva.
Section 2. Orders; Payments
2.1 Acceptance. Altriva will deliver to Customer, and Customer will accept and pay for, all Service Offerings ordered by Customer pursuant to an Order that has been accepted by Altriva. All Orders are subject to acceptance by Altriva in writing or by providing or enabling Service Offerings or Third Party Solutions. Altriva may accept any Order in whole or in part and Altriva's provision of less than all Service Offerings or Third Party Solutions ordered will constitute acceptance only as to those Service Offerings or Third Party Solutions provided by Altriva. Except as otherwise provided in Section 2.2 of this Agreement, in the event of any conflict or inconsistency between the terms of this Agreement and any additional terms set forth in an Order, the terms of this Agreement shall control. For the avoidance of doubt, Altriva’s fulfillment of Customer’s Order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend this Agreement.
2.2 Firm Order. Customer may not modify, rescind or cancel any Order, in whole or in part, without Altriva's written consent. In the event of any cancellation, with or without Altriva's consent, Customer will pay Altriva a cancellation fee determined in accordance with Altriva's standard cancellation policy then in effect or, if Altriva does not then have such a policy, fifteen percent (15%) of the amount otherwise payable under the Agreement for the canceled Service Offerings or Third Party Solutions. The cancellation terms and conditions set forth in any Order will prevail over this Section 2.2 with regard to that Order only, provided, however, that if an Order is silent regarding cancellation, this Section 2.2 will apply.
2.3 Delivery. Within a reasonable time after receipt and acceptance of a valid Order from Customer for Service Offerings or Third Party Solutions, Altriva will provision the Service Offerings or Third Party Solutions for the benefit of Customer. Altriva will use reasonable efforts to meet any delivery date specified in the Order, but will not be liable for any failure to meet such dates.
2.4 Installation or Training Under an Order. If identified in an Order, Altriva may provide certain Services to Customer from time to time without executing a separate Professional Services Addendum. If Altriva provides such Services to Customer without executing a separate Professional Services Addendum, Altriva will perform the Services in a commercially reasonable manner and Customer will pay Altriva for these Services in accordance with the payment obligations set forth in Section 2 of these Standard Terms and Conditions. Altriva disclaims all warranties and liabilities related to such Services, and Altriva will own and Customer hereby assigns to Altriva all of its right, title and interest in or to any results of such Services, including all Intellectual Property Rights therein or thereto.
2.5 Compensation. Customer will pay Altriva the fees, reimbursable expenses, compensation and other amounts specified in the applicable Addendum and in accordance with the payment terms specified therein. All amounts payable under this Agreement are denominated in United States Dollars and Customer will pay all such amounts in lawful currency of the United States.
2.6 Payment. Except as otherwise set forth in the applicable Addendum, Altriva will issue invoices for amounts payable to Altriva under this Agreement. Except as otherwise set forth on the applicable invoice Order, or Addendum, Customer will pay each of Altriva's invoices within thirty (30) days after Customer's receipt of the invoice. Payment will be made at in the manner and form required by Altriva.
2.7 Interest. Any amount not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable usury law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by Altriva to collect any amount not paid when due, Customer will pay or reimburse Altriva's costs of collection (including, without limitation, any attorneys' fees and court costs). Altriva may accept any check or payment in any amount without prejudice to Altriva’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere will be construed as an accord or satisfaction.
2.8 Taxes. Unless otherwise specified in the applicable Addendum, the fees, reimbursable expenses, compensation and other amounts payable to Altriva under this Agreement do not include any taxes, customs, duties, fees or other charges assessed or imposed by any governmental authority other than taxes imposed on or measured by Altriva’s net income. Customer will pay or reimburse Altriva for all such taxes and charges imposed on any party with respect to any Service Offerings or Third Party Solutions or measured by any amount payable to Altriva under this Agreement upon demand or provide certificates or other evidence of exemption.
Section 3. Confidential Information
Each Party reserves any and all right, title and interest (including, without limitation, any Intellectual Property Rights) that it may have in or to any Confidential Information that it may disclose to the other Party under this Agreement. The Recipient will protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information of the Discloser is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser. This paragraph will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with the Recipient's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the Parties; (b) any use or disclosure required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof (e.g., so as to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure); or (c) any use or disclosure made with the consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this paragraph, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations.
Section 4. Proprietary Rights
4.1 The Service Offerings and Third Party Solutions. As between Altriva and Customer, Altriva owns all right, title, and interest in and to the Service Offerings. As between Customer and any third party licensor of Embedded Third Party Software or Third Party Solutions, the third party licensor owns all right, title, and interest in and to the Third Party Solutions. Except as otherwise specified in an applicable Addendum, Customer does not obtain any rights under this Agreement from Altriva to the Service Offerings or Third Party Solutions, including any related Intellectual Property Rights.
4.2 Trademarks. As between Altriva and Customer, Altriva owns all right, title and interest in and to the Altriva Marks and any goodwill arising out of the use of the Altriva Marks will remain with and belong to Altriva and its licensors. The Altriva Marks may not be copied, imitated or used, in whole or in part, without the prior written consent of Altriva or the applicable trademark holder. Customer may not use any metatags or any other “hidden text” utilizing “Altriva”, “Altriva Solutions” or any Altriva Mark without the prior written consent of Altriva. At no time will Customer challenge or assist others to challenge any Altriva Marks or the registration thereof or attempt to use or register any trademarks or trade names confusingly similar to those of Altriva or its affiliates. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site or Service Offerings and Third Party Solutions are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Altriva.
4.3 Additional Protection of Proprietary Rights. Customer will not infringe or violate, and will take appropriate steps and precautions for the protection of, Altriva's Service Offerings, the Third Party Solutions and related Intellectual Property Rights referred to in Section 4.1. Without limiting the generality of the foregoing, Customer will not: (a) make any Service Offering, Third Party Solution or Documentation available to any third party without the prior written consent of Altriva; (b) reverse engineer, disassemble or decompile the Service Offerings or Third Party Solutions or otherwise attempt to discover or recreate the source code to the Service Offerings or Third Party Solutions; (c) interfere or attempt to interfere in any manner with the functionality or proper working of the Service Offerings or Third Party Solutions; (d) except as permitted by Altriva, create, build, or otherwise develop a commercial website utilizing the Service Offerings or Third Party Solutions; (e) remove, obscure or alter any notice of copyright or other Intellectual Property Right appearing in or as part of the Service Offerings or Third Party Solutions; or (f) engage in or permit any Unauthorized Use. Customer will immediately notify Altriva of any Unauthorized Use that comes to Customer's attention. In the event of any Unauthorized Use relating to the activities of Customer or any employees, agents, or representatives of any such entity, Customer will take all steps reasonably necessary to terminate such Unauthorized Use. Customer will immediately notify Altriva of any legal proceeding initiated by Customer in connection with any such Unauthorized Use. Altriva may, at its option and expense, assume control of such proceeding. If Altriva assumes such control, Altriva will have exclusive control over the prosecution and settlement of the proceeding, and Customer will provide such assistance related to such proceeding as Altriva may reasonably request. Customer will assist Altriva in enforcing any settlement or order made in connection with such proceeding.
4.4 Customer-Furnished Items. Except for any license or other right expressly granted under this Agreement, Customer reserves any and all right, title and interest (including, without limitation, any Intellectual Property Rights) that it may have in any Customer-Furnished Items. Except as otherwise agreed upon by the Parties in writing, no title to or ownership of any Customer-Furnished Item is transferred to Altriva under this Agreement. Customer hereby grants to Altriva a nonexclusive, royalty-free license to use the Customer-Furnished Items as reasonably required for Altriva to perform its obligations in accordance with this Agreement. Customer warrants that it has the right to make the Customer-Furnished Items available to Altriva as provided for in this Agreement.
Section 5. Limited Warranties and Remedies
5.1 Warranty. Altriva warrants that the Service Offerings will perform in all material respects with the applicable Documentation when operated in accordance with the applicable Documentation.
5.2 Remedy. Subject to this Section 5.2, Altriva will use commercially reasonable efforts to correct any Service Offerings that does not comply with the warranties set forth in this Section 5.1; provided that Customer gives Altriva written notice of the noncompliance within thirty (30) days after Altriva's performance of the Service Offering. If, after the expenditure of commercially reasonable efforts, Altriva is unable to correct the noncompliance, Altriva will refund the pro rata portion of the fee pre-paid by Customer for such noncomplying Service Offering.
5.3 Infringement. Altriva will defend, indemnify, and hold harmless Customer from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning the infringement or misappropriation of any United States patent, United States trademark, copyright or trade secret by the Service Offerings; provided, that (a) Customer gives Altriva prompt written notice of the claim, (b) authorizes Altriva to control the defense and settlement of the claim, (c) provides such assistance in connection with the defense and settlement of the claim as Altriva may reasonably request, (d) does not settle or compromise the claim without the prior written consent of Altriva and (e) complies with any settlement or court order made in connection with the claim (e.g., related to the future use of any infringing Service Offerings). Further, should the Service Offerings become, or in Altriva's opinion be likely to become, the subject of a claim of infringement or misappropriation, Altriva will, at Altriva's election and expense, (i) obtain for Customer the right to continue using such Service Offerings, pursuant to the terms and conditions of this Agreement, (ii) replace or modify such Service Offerings so that the Service Offerings become non-infringing or non-misappropriating but functionally equivalent, or (iii) refund the pro rata portion of the fee pre-paid by Customer for the such Service Offering and terminate the license granted to such Service Offering.
5.4 Exclusions. Altriva's warranties and indemnity obligations under Section 5.1, 5.2 and 5.3 do not apply to any noncompliance resulting from any: (a) Customer-Furnished Items; (b) use not in accordance with this Agreement; (c) modifications, damage, misuse or other action of Customer or any third party; or (d) any failure of Customer to comply with this Agreement. Further, Altriva does not warrant that the Service Offerings or Third Party Solutions are free from bugs, errors, defects or deficiencies.
5.5 DISCLAIMER. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF ALTRIVA AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS SECTION 5 ARE EXCLUSIVE AND IN LIEU OF, AND CUSTOMER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING ANY SERVICE OFFERINGS OR THIRD PARTY SOLUTIONS, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY SOLUTIONS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR CONTENT PROVIDED BY CUSTOMER OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ALTRIVA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
5.6 Embedded Third Party Software; Third Party Solutions. The warranties, obligations and liabilities of third party licensors and the remedies of Customer with respect to Embedded Third Party Software or Third Party Solutions will be limited to whatever recourse may be available against the third party licensor of such Embedded Third Party Software or Third Party Solutions and are subject to such additional restrictions and other limitations as may be displayed in or referenced by such Embedded Third Party Software or Third Party Solutions or the agreement governing the use of such Embedded Third Party Software or Third Party Solutions. Altriva will have no responsibility or liability for any Embedded Third Party Software or Third Party Solutions.
Section 6. Limitations of Liability
6.1 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (except with respect to monetary obligations) as a result of any cause or condition beyond such Party's reasonable control (including, without limitation, any act or failure to act by the other Party). This paragraph will not apply to any payment obligation of either Party.
6.2 No Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE. THE FOREGOING WILL NOT LIMIT THE OBLIGATIONS OF A PARTY FOR ITS VIOLATION OF SECTION 2 (PAYMENTS), 3 (CONFIDENTIALITY), OR 4.3 (ADDITIONAL PROTECTION OF PROPRIETARY RIGHTS) OF THESE STANDARD TERMS AND CONDITIONS, ITS VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS OR ITS OBLIGATIONS TO INDEMNIFY THE OTHER PARTY.
6.3 Limitation of Liability. ALTRIVA'S AGGREGATE LIABILITY WITH REGARD TO ANY SERVICE OFFERING OR THIRD PARTY SOLUTION WILL IN NO EVENT EXCEED THE COMPENSATION PAID BY CUSTOMER, IF ANY, TO ALTRIVA FOR SUCH SERVICE OFFERINGS AND THIRD PARTY SOLUTIONS FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO LIABILITY.
Section 7. Miscellaneous
7.1 Compliance with Laws. Customer will comply with all Applicable Laws in connection with its use of the Service Offerings and Third Party Solutions. This obligation may include providing notice of Customer's use of the Service Offerings or Third Party Solutions to Customer's employees, directors, officers, contractors and agents if required by Applicable Laws. Customer is solely responsible for ensuring that its use of the Service Offerings and Third Party Solutions complies with Applicable Laws and Altriva may, from time to time, request that the Customer furnish it with any relevant information required to enable Altriva to understand and to comply with applicable data protection laws in relation to this Agreement. Customer will defend, indemnify and hold harmless the Altriva Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any investigation, claim, threat, demand, suit or proceeding concerning or involving Customer's obligations under this Section 7.1
7.2 Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.
7.3 Non-Exclusive Relationship. This Agreement will not be interpreted or construed to prohibit or in any way restrict Altriva's right to license any software to or from third parties or to perform any services for any third party.
7.4 Publicity. Neither Party will issue any press release or make any other public communication with respect to this Agreement or use of the Service Offerings or Third Party Solutions by Customer or any third party. Neither Party will misrepresent or embellish the relationship between the Parties (including by expressing or implying that Altriva supports, sponsors, endorses, or contributes to Customer or Customer's business endeavors), or express or imply any relationship or affiliation between the Parties or any other person or entity except as expressly permitted by this Agreement or otherwise agreed to by the Parties. Notwithstanding the foregoing, Altriva may list Customer as a customer of Altriva in Altriva’s marketing materials, including on Altriva’s Site. Altriva will obtain prior consent from Customer before using any name or trademark of Customer for any purpose other than identifying Customer as a customer of Altriva.
7.5 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement.
7.6 Notices. Any notice or other communication under this Agreement given by either Party to the other Party will be deemed to be properly given if given in writing and delivered in person, sent via overnight courier or mailed via registered mail, properly addressed and stamped with the required postage, to the intended recipient at its address. Notice will be effective upon receipt. Either Party may from time to time change its address for purposes of this paragraph by giving the other Party notice of the change in accordance with this paragraph.
7.7 Assignment. Customer will not assign (voluntarily, involuntarily, by merger, consolidation, dissolution, operation of law or otherwise) this Agreement or any of its rights under this Agreement without the prior written consent of Altriva. For purposes of the foregoing, any change in control of Customer (e.g., if Customer is a corporation, any sale, assignment or transfer of securities entitled to elect a majority of the board of directors of Customer), in any one or more transactions or events, will be deemed to constitute an assignment of this Agreement by Customer requiring Altriva's consent. No assignment by Customer, with or without Altriva's consent, will relieve Customer from any of its obligations under this Agreement. Subject to the foregoing restriction on assignments by Customer, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successor and assigns. If Customer is composed of more than one person or entity, each such person or entity will be jointly and severally liable under this Agreement.
7.8 Nonwaiver. The failure of either Party to insist upon or enforce performance by the other Party of any provision of this Agreement, or to exercise any right or remedy under this Agreement or otherwise by law, will not be construed as a waiver or relinquishment of such Party's right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right or remedy will be and remain in full force and effect.
7.9 Dispute Resolution Procedures.
(a) The Parties will attempt to resolve through good faith discussion any dispute that arises under this Agreement. Any such dispute may at any time, at the election of either Party, be referred to a senior executive of each Party for discussion and possible resolution. If the senior executives are unable to resolve the dispute within sixty (60) days after delivery of written notice of the dispute, then either Party may, by notice to the other Party, demand mediation under the mediation rules of JAMS in Seattle, Washington. The Parties give up their right to litigate their disputes and may not proceed to arbitration without first attempting mediation, except that the Parties are NOT required to arbitrate any dispute in which either Party seeks equitable and other relief from the alleged unlawful use any Intellectual Property Rights by the other Party. Whether the dispute is heard in arbitration or in court, the Parties will not commence against the other a class action, class arbitration or other representative action or proceeding.
(b) If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim shall be resolved by arbitration in accordance with the rules of JAMS before a single arbitrator in Seattle, Washington. The language of all proceedings and filings shall be English. The arbitrator shall render a written opinion including findings of fact and law and the award and/or determination of the arbitrator shall be binding upon the Parties, and their respective administrators and assigns, and shall not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration shall be shared equally by the Parties unless the arbitration determines that the expenses shall be otherwise assessed and the prevailing Party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings shall be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the Parties. Failure to adhere to this time limit shall not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange shall be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.
7.10 Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.
7.11 Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement. Subject to Section 7.9, Customer hereby consents to the jurisdiction and venue of the state and federal courts located in King County, State of Washington, U.S.A. with respect to any claim arising under or by reason of this Agreement.
7.12 Entire Agreement. This Agreement, together with all Orders, Addenda, Exhibits and Statements of Work constitutes the entire agreement, and supersedes any and all prior agreements (except for any pre-existing Master Services Agreement identified), between Altriva and Customer with respect to the Service Offerings and Third Party Solutions, notwithstanding any acceptance by Customer or any of its employees, personnel, contractors, agents or representatives of any click through agreements on the Site. If the terms of these Standard Terms and Conditions are inconsistent with the terms contained in any Addendum or Exhibit, the terms contained in these Standard Terms and Conditions will control.