Bison System Terms of Service
Last Modified: November 21, 2016
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the “Customer”) and us (“Bison Analytics”). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document and agreement to these terms is required before we can provide our services to you. By using the Subscription Service or receiving our Professional Services, you are agreeing to these terms.
We periodically update these terms and we will notify you with a copy of the updated terms via email.
We have several different products, and there are some provisions that apply only to those products. In the ‘General Terms’ below, we have those that apply to all of our products, except as we explain in the ‘Product Terms’. In the ‘Product Terms’ below, we have those that apply to our specific products.
“Agreement” means this Customer Terms of Service and all materials referred or linked to herein.
“Billable Users” means those types of Users (defined below) to which we charge fees.
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Confidential Information” means all information provided by you or us (Discloser) to the other (Receiver), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally available to the public other than as a result of Discloser’s act or omission; (b) is obtained by Receiver on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in Receiver’s possession, as established by documentary evidence, prior to Discloser’s disclosure hereunder; or (d) was or is independently developed by Receiver, as established by documentary evidence, without using any Confidential Information.
“Professional Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Enrichment Data.
“Email Send Limit” means the number of emailed reports that you may send in any given calendar month. This limit is five hundred (500) emails per month.
“Bison Analytics Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Professional Services.
“Order Form” or “Order” means the Bison Analytics-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Professional Services. Most Orders are completed through our online payment process. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Professional Services.
“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Service” means our web-based analytics application, tools and platform that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via https://my.bisonanalytics.com or another designated URL, and any ancillary products and services that we provide to you.
“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.
“Third-Party Sites” means third-party websites linked from within the Subscription Service, including Communications Services.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Bison Analytics”, “we”, “us” or “our” means Bison Analytics LLC.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Professional Services and identified in the applicable billing statement, online subscription process, Order Form or Statement of Work as the customer.
2. The Subscription Service
a. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.
b. Limits. Limits may apply to the number of Contacts, Users, Company Files, Reports Run, Reports Created, and emails per month. Any limits will be specified in your Order Form and this Agreement. You will be charged fees associated with all Billable Users and Billable Company Files.
c. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. We might provide some or all elements of the Subscription Service through third party service providers.
d. Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.
3. Customer Support
a. Support. Limited Support is included in your Subscription Fee. Phone support for the Subscription Service is available 8AM to 5PM Eastern Time
(GMT-5), Monday through Friday, excluding United States national holidays. We accept webform support questions 24 Hours per Day, 7 Days per Week at https://support.bisonanalytics.com/report-bison-system-issue/. Webform responses are provided during phone support hours only. We attempt to respond to Webform support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.
b. Availability. We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
4. QuickBooks Data
a. Mismatches between QuickBooks data and your Bison Data Warehouse: Bison endeavors to match QuickBooks to the penny. This doesn’t mean that syncs always occur perfectly or without issue. Bison’s proprietary audit process determines, in most cases, whether your data has synced to the Bison Data Warehouse in a manner that matches QuickBooks Desktop. If our audit identifies an issue, the sync process automatically tries to correct the issue. If the sync process cannot correct the issue automatically, the sync mechanism will notify you and Bison’s staff about the inconsistency. Bison will work with you to resolve the issue. Please note that identifying these inconsistencies and revealing them to you sets Bison apart in the industry. Other sync providers require you to identify any issues on your own, and issues are not easy to identify. Bison makes this easy for you. In cases where you note a discrepancy, we’ll work with you to determine:
- If it is a QuickBooks data issue
- There are times when QuickBooks database is simply wrong and needs rebuilt
- In these cases, the Bison Data Warehouse accurately matches the incorrect QuickBooks data
- You must fix your QuickBooks data
- Bison does not assist with these issues outside of identifying that the issue resides inside your QuickBooks company file
- If it is a QuickBooks SDK issue
- On rare occasions the data retrieved by the QuickBooks SDK does not match the data in QuickBooks interface
- In these cases Bison works with Intuit’s support team to find a resolution if possible
- If it is a Bison data issue
- If Bison’s Data Warehouse does not match your QuickBooks data, Bison will determine where the problem is
- We will fix the process and your data as we do this
Overall, Bison limits its obligation to research data discrepancies to 2 hours per incident, after which you must request additional support and we will supply it at our standard rates.
b. If you’d like to reclassify your data to make it appear differently in your reports, that’s your sole responsibility.
c. If you’d like us to analyze your data and assist you with the logic to make your data flow into your reports in a specific way, we’re happy to assist with that analysis at our standard Professional Services rates.
d. If you put more data into a QuickBooks field than the QuickBooks specification supports, the end of the data string may be cut off.
e. If your business deletes or merges accounts often, edits items and pushes the changes historically, or makes other changes that alter all history on a regular basis, it will likely be impossible to sync your data regularly with accuracy to the penny. Bison Analytics has options for this scenario, but they require professional services and additional expense.
f. If your Bison data doesn’t match your QuickBooks data, we provide up to 2 hours troubleshooting per company file, after which you must request additional support and we will supply it at our standard rates.
g. The Bison Sync works when configured as we recommend, which means the Bison Sync, QuickBooks, and QuickBooks company file all on the same machine. The user running the Bison Sync must remain logged on at all times. We provide up to 1 hour of assistance in configuring the Bison Sync for you, after which you must request additional support and we will supply it at our standard rates.
h. The Services do not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.
i. Please note this special case. If you used QuickBooks Payroll at one time and then turned the service off, Bison cannot extract those Payroll-related entries due to QuickBooks SDK (Software Development Kit) limitations. You have three options to get this data into your data warehouse. (1) If you reactivate Payroll for a short time, Bison can extract those entries. There is no charge for this. (2) Bison can create a “plug” which balances out the missing entries and allows syncing to continue without issue. There is no charge for this. (3) You can send us all of the missing transactions and we can manually add them to your data warehouse. Bison charges for this service and it often takes 8 to 16 hours (or more) of Pro Services.
5. Professional Services
You may purchase Professional Services through an Order Form or Statement of Work. Fees for these Professional Services are in addition to your Subscription Fee. If you purchase Professional Services that recur, they will be considered part of your subscription and will renew in accordance with the ‘Renewal Subscription Term’ section below. Unless otherwise agreed, all Professional Services are performed remotely.
For Professional Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Professional Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
If there are a specific number of hours included in the Professional Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Professional Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If the Professional Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Professional Services will be deemed to be complete at the end of the Delivery Period. If the Professional Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Professional Services.
We might provide some or all elements of the Professional Services through third party service providers. Professional Services are non-cancellable and all fees for Professional Services are non-refundable.
Here is other important information about our Professional Services:
- To begin Professional Services work, your initial sync must be complete and your data must continue syncing regularly throughout the development process.
- Our Custom Report Form must be completed and provided to our development team. This will be provided to you when you request a custom report or dashboard.
- Please note that once we’ve gathered business and technical logic from you, any omitted, newly discovered, or newly added logic will involve additional time and charges to incorporate into your reports, visualizations, and dashboards.
- All reports & dashboards are created on the accrual basis. You must specify at the beginning of a project if you require cash basis reporting.
- 50% of the estimate must be paid as a deposit.
- You agree to respond within two (2) business days to each inquiry we make. If we do not receive a response within two (2) business days, we will proceed as outlined in our email to you and it is deemed that you accept our proposal.
- When dashboards or reports are delivered for final review, we provide two (2) business days for comments. If no comments are received, the report is considered accepted and we will bill the final outstanding portion for the work.
- Any future requests for changes to dashboards or reports is additional billable Professional Services and you will be billed for the time it takes to gather your requirements and make the changes you request.
6. Fees and Payments
a. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Email Send Limit, (ii) change products or base packages, or (iii) subscribe to additional features or products.
b. Fee Adjustments During a Billing Period. The Subscription Fee will increase during the course of a Billing Period if you exceed your Email Send Limit in a Billing Period. The Subscription Fee will also increase during a Billing Period if you add Billable Users, change products or subscribe to additional features for use during the Billing Period.
c. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
d. Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and prior to each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable prior to service delivery.
e. Payment Information. You agree to keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made by contacting Bison Analytics at 570-486-4300. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Bison Analytics partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
f. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Professional Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
g. Chargeback Policy. If you have any issues with our services, please contact us so we can make it right. We will work with you to resolve any issues. In light of this, if you place a chargeback with your credit card company or paypal (on purpose or by mistake) for any payments that you made to Bison, we may block your account and you agree to pay us the original amount due + chargeback fees + reasonable attorney fees + $100 to cover time spent by us researching & responding to the matter. If we don’t receive the payment within 30 days, we may place your account with a collection agency.
7. Subscription Term and Renewal
a. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription, defined as the date when the Bison Sync is installed and your data is successfully synced, and expire at the end of the period selected during the subscription process.
b. Renewal Subscription Term. Unless you give us written notice that you do not intend to renew your subscription on this page https://www.bisonanalytics.com/bison-system-cancellation/, this Agreement will automatically renew for the shorter of the Initial Subscription Term or 12 Months (“Renewal Subscription Term”). Written notice of non-renewal must be provided no more than ninety (90) days but no less than forty-five (45) days in advance for 12 Month Subscription Terms, and no less than 5 days in advance for Monthly terms. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available by contacting email@example.com.
c. End of Subscription Term. The Subscription Term will end on the expiration date and cannot be canceled before its expiration except for as is provided under Section 18(a) below.
8. Bison Analytics’ Proprietary Rights
This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Professional Services are protected by intellectual property laws. The Subscription Service and Professional Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Subscription Service and Professional Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Bison Analytics Content, the Subscription Service, or the Professional Services in whole or in part, by any means, except as expressly authorized in writing by us. Bison Analytics’ logos and other marks that we use from time to time are our trademarks. You may not use any of these without our prior written permission.
We encourage all customers to comment on the Subscription Service or Professional Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Professional Services, without payment or attribution to you.
9. Customer’s Proprietary Rights
As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Professional Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Professional Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
11. Customer Responsibilities.
To realize the full value of the Subscription Service and Professional Services, your participation and effort are needed. Resources that may be required from you include a Project Manager and one or more Report Creators. Responsibilities that may be required include creating reports and reviewing and approving consulting work provided to you.
You grant us the right to add your name and company logo to our customer list and website.
13. Customer Data
b. Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. You acknowledge that in all cases that Bison Analytics acts as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations.
14. Use and Limitations of Use
a. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by opening a ticket at https://support.bisonanalytics.com/report-bison-system-issue/.
15. Third-Party Sites and Products
Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will (i) notify you in writing within thirty (30) days of our becoming aware of any such claim; (ii) give you sole control of the defense or settlement of such a claim; and (iii) provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
17. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, BISON ANALYTICS CONTENT, OR THE PROFESSIONAL SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, BISON ANALYTICS CONTENT AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE PROFESSIONAL SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. IF BISON ANALYTICS IS DETERMINED TO HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY, THE CUSTOMER AGREES THAT THE AGGREGATE LIABILITY OF BISON ANALYTICS WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS THE CUSTOMER HAS ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
18. Termination, Suspension and Expiration
a. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
b. Suspension for Prohibited Acts. We may suspend any User’s access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
c. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
d. Suspension for Present Harm. If your use of the Subscription Service: (i) is creating a security vulnerability for the Subscription Service or others, (ii) is consuming excessive bandwidth, or (iii) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
e. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
f. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service. If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://support.bisonanalytics.com/termsofservice and we will let you know via email. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Contracting Entity and Applicable Law. You are contracting with Bison Analytics LLC and this Agreement is governed by the laws of the Commonwealth of Pennsylvania, U.S.A. without reference to conflicts of law principles. For contracts with Bison Analytics LLC, both parties consent to the exclusive jurisdiction and venue of courts in Union County, Pennsylvania, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Professional Services.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
f. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Professional Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Professional Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Professional Services to prohibited countries or individuals or permit use of the Subscription Service or Professional Services by prohibited countries or individuals.
g. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To Bison Analytics LLC: 416 Market St, Suite 201, Lewisburg, PA, 17837.
To you: your address as provided in our Bison System Subscription account information for you.
We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
n. Survival. The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees and Payments’, ‘Bison Analytics’ Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
o. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.