Updated May 2026
This Accelo Terms of Service will govern Subscriber’s access to the Accelo Software and associated services. Subscriber’s registration and access to the Software shall constitute consent to abide by the Agreement. (Software and Agreement are defined in the next Section.)
In addition to terms defined within this Accelo Terms of Service, the following capitalized terms shall have the meanings set forth below.
a. “Accelo” means Accelo, Inc. located at 555 17th St, Suite 1500, Denver, Colorado 80202, USA.
b. “Agreement” means, collectively, the Order Form, this Accelo Terms of Service, the online terms accessible on Accelo websites referenced herein, and any other documents identified in the Order Form and made a part hereof or incorporated by reference, including any written amendments.
c. “Effective Date” shall mean the date specified in the Order Form.
d. “Order Form” means the document executed by the Parties regarding Subscriber’s access to the Software, which identifies applicable documents including this Accelo Terms of Service, governing such access and associated services.
e. “Software” means Accelo’s hosted software application accessed by Subscriber, including the browser interface, data transmission, and storage, as well as ancillary online and/or offline applications.
f. “Subscriber” means the individual or entity identified in the Order Form that is the signatory thereto and has been issued a license to access the Software per the terms of the Agreement.
g. “Subscriber Data” means Subscriber or User data accessed, received, used, stored, transmitted, and processed via the Software.
h. “Subscription Fee” means the subscription fee paid by Subscriber to access the Software.
i. “Term” means the Initial Term plus a Renewal Term (if any).
j. “User” means an individual licensee authorized by Subscriber or its affiliates, and includes their respective employees, agents, and contractors, to access the Software via a user identification and password provided by Subscriber (or by Accelo at Subscriber’s request).
a. Additional Software Features &/or Associated Services. Additional Software features and/or associated services subsequently purchased by Subscriber will be subject to the Agreement.
b. User Accounts. The maximum number of Users a Subscriber may designate under Subscriber’s account is set forth in the Order Form and Subscriber may provide and assign a unique password and name as to each User. A User may not be shared between or among individuals, however a User may be reassigned to new individual to replace a former User who no longer requires access to the Software. Subscriber will be responsible for the confidentiality and use of the User password and name.
c. Increasing & Decreasing User Accounts. Subscriber may increase the number of Users during the Term from the “Manage Users” screen; additional Users will be invoiced at Subscriber’s then-current per-User rates, prorated to the end of the then-current Term. The number of Users at the end of a Term will remain the same for the Renewal Term. Subscriber may reduce the number of Users, effective only upon the expiration of the then-current Term, by notifying Accelo at [email protected] (the subject line in such email should be entitled “Subscription Change”) at least thirty (30) days prior to the expiration of the then-current Term. Accelo will send an email confirming receipt of Subscriber’s email requesting a subscription change. If Subscriber provides less than thirty (30) days’ notice to reduce the number of Users, no changes will be implemented for the Renewal Term.
d. Accuracy of Subscriber Credentials. At the time Subscriber logs into the Accelo website to register, Subscriber shall provide current and accurate information (“Registration Data”) as prompted by the registration form, which Subscriber must complete in order to access the Software. Subscriber shall use commercially reasonable efforts to maintain and promptly update the Registration Data and acknowledges if any information provided is materially inaccurate, or Accelo has reasonable grounds to believe such information is materially inaccurate, Accelo may suspend or terminate the Agreement and/or Subscriber's access to the Software.
e. Communications. Accelo may provide notices, statements, and other communications (collectively, “Communications”) via email or posting Communications on the Software. Communications sent via email will be delivered to the email address provided with the Registration Data. Subscriber shall promptly provide Accelo changes or updates to Subscriber’s email address if the email address provided with the Registration Data is not correct.
a. Invoicing & Payment. Accelo will invoice Subscriber the Subscription Fee and other fees (if applicable) on or about the Effective Date unless otherwise agreed in the Order Form. The invoice will include a link to a secure third-party payment portal. Payment for all invoices under the Agreement are due upon Subscriber’s receipt of the invoice. Payments will automatically process consistent with the terms stated in the Order Form using the payment method stored in the payment portal. No refunds or credits for the Subscription Fee will be provided if Subscriber elects to terminate its Software subscription or cancel its account prior to the end of the Term. If Subscriber does not timely pay Accelo the entire invoice amount, Subscriber agrees to pay Accelo one and a half percent (1.5%) interest per month, compounded monthly, of the unpaid balance. Subscriber shall reimburse Accelo for reasonable costs and expenses incurred, including attorneys’ fees, collecting unpaid invoice amounts. If an invoicing term in the Order Form conflicts with a term herein, the invoicing term in the Order Form shall control and absent any conflict, the terms herein shall apply to the Order Form.
b. Taxes. Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature including, but not limited to, value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (“Taxes”). Subscriber shall be responsible for paying Taxes. If Accelo has a legal obligation to pay or collect Taxes for which Subscriber is responsible, the appropriate additional amount shall be invoiced to and paid by Subscriber. If Subscriber is tax-exempt, Subscriber shall notify Accelo and Accelo shall furnish invoicing documentation to enable Subscriber to obtain a refund or credit for Taxes paid. For clarity, Accelo is solely responsible for taxes assessable against it based on Accelo’s income, property, employees, subcontractors, and agents.
“Confidential Information” is: (a) any non-public or proprietary information, including any business or technical information of Subscriber or Accelo as well as any sensitive information relating to either party’s products, services, finances, product pricing, marketing plans, business opportunities, trade secrets or personnel, including personally identifiable information or PII; (b) any information of Subscriber or Accelo that is specifically designated by the disclosing party as confidential or proprietary; (c) any information that is known to the receiving party, or should be known to a reasonable person given the facts and circumstances of the disclosure as being treated as confidential or proprietary by the disclosing party; and (d) the Order Form. Each party shall protect Confidential Information using the same degree of care it uses to protect its own confidential and proprietary information and no less than reasonable care with respect to the handling and protection of Confidential Information by limiting the use and access of Confidential Information to only those who need access, and such access directly pertains to a business purpose contemplated under the Agreement. Upon written request at any time, Confidential Information will be returned to the disclosing party by the receiving party or destroyed by the receiving party. And if requested by the disclosing party, an authorized representative of the receiving party shall certify in writing on behalf of the receiving party that all such Confidential Information has been returned or purged, as applicable.
a. Term. The Agreement shall begin on the Effective Date and continue for the time frame set forth in the Order Form (the “Initial Term”). After the Initial Term, Subscriber’s Software subscription will automatically renew for the lesser of one (1) year or the Initial Term (“Renewal Term”), unless earlier terminated as provided herein. Termination shall not relieve Subscriber of the obligation to pay applicable fees accrued or payable to Accelo prior to the termination date.
b. Subscriber Termination Right. Subscriber may terminate the Agreement effective upon the expiration of the then-current Term by notifying Accelo at [email protected] (the subject line of the email should be entitled “Subscription Change”) at least thirty (30) days prior to the expiration of the then-current Term. Accelo will send an email confirming receipt of Subscriber’s email requesting a subscription change. If Subscriber provides less than thirty (30) days’ notice to terminate, no changes will be implemented for the Renewal Term.
c. Termination for Material Breach. Failure to comply with any term or condition of the Agreement, including a payment delinquency or unauthorized use of the Software, is a material breach of the Agreement. Accelo may, in its sole discretion, immediately terminate the Agreement and/or Subscriber’s access to the Software for a material breach.
d. Suspension. Accelo may immediately suspend the Agreement and/or Subscriber’s access to the Software if Subscriber’s payment is not received within thirty (30) days’ of the invoice date. Subscriber will continue to accrue fees for its allocated User seats during the suspension period. If a suspended account is subsequently terminated, Subscriber will be obligated to pay the balance due on the account, which will be tallied in accordance with this Section and the Invoicing & Payment Section above. Subscriber agrees Accelo may charge the unpaid fees to Subscriber’s credit card or otherwise bill Subscriber for the unpaid fees.
e. Retrieval of Subscriber Data. In the event the Agreement is terminated (other than by reason of Subscriber’s material breach) or cancelled, Subscriber is responsible for exporting Subscriber Data in a structured query language or SQL file extract prior to the expiration of the then-current Term. Subscriber acknowledges Accelo has no obligation to retain Subscriber Data and may purge Subscriber Data thirty (30) days following the effective termination date, which is not retrievable after the purge.
f. Effect of Termination. Any provision of the Agreement related to confidentiality or security of Confidential Information, ownership and proprietary rights, indemnification, limitation of liability, or which by its terms or nature provides for survival shall survive the termination of the Agreement.
g. Free Trial. If Accelo provides Subscriber a “Free Trial” account, notifications provided through the Software indicating the remaining number of days for the trial period constitutes a termination notice. Notwithstanding, Accelo reserves the right to terminate a Free Trial account at any time.
a. License Grant. Subject to the terms and conditions in the Agreement and receipt of all applicable fees by Accelo, Accelo grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software and Documentation solely for Subscriber’s business purposes during the Term. Access and use of the Software shall be web-enabled access only, and nothing in the Agreement shall entitle Subscriber or any User to the object or source code of the Software.
b. License Restrictions. Subscriber shall not: (i) make the Software available to any third-party via a services arrangement, service bureau, sale, resale, lease, sublicense or otherwise; (ii) alter, enhance or otherwise modify or create derivative works of or from the Software; (iii) disassemble, decompile, reverse engineer or otherwise attempt to derive the object or source code of the Software; (iv) remove or destroy any proprietary markings, confidential legends or any trademarks or trade names of Accelo or its licensors placed upon or contained within the Software or Documentation; (v) introduce into the Software malicious code or transmit unlawful, defamatory, obscene, profane or offensive material; or (vi) utilize the Software in violation of the CAN-SPAM Act of 2003. If Accelo has reasonable grounds to believe Subscriber failed to comply with the Agreement, Accelo may immediately suspend or terminate the Agreement and/or Subscriber's access to the Software.
c. Subscriber Data. Subscriber owns all Subscriber Data including personal data pertaining to Subscriber’s account, whether now existing or hereafter created by Subscriber, including what is used with or in the Software; provided Subscriber Data shall not include the Software or derivative works thereto. During the Term, Accelo shall provide Subscriber access to Subscriber Data so Subscriber may correct, purge, or block such personal data. If Subscriber is unable to correct, purge, or block personal data then, to the extent permitted by law and pursuant to Subscriber’s detailed written instructions, Accelo will make such corrections, amendments, or purge on Subscriber’s behalf pursuant to an agreed scope of work, which will detail the tasks and cost for Accelo to address the tasks. If Subscriber or a User purges Subscriber Data and the Subscriber Data cannot be retrieved (such as from the “inactive” list feature), this use will constitute an instruction to Accelo to purge the relevant Subscriber Data from the Software. Accelo will comply with this instruction as soon as reasonably practicable (but in not less than thirty (30) days to allow for recovery from backups in the instance of an accidental purge by Subscriber or a User).
d. Indemnity with Respect to Subscriber Data Processed Through the Software. Subscriber acknowledges its Software subscription under this Agreement does not include—and Accelo has no responsibility or liability with respect to—verifying Subscriber Data processed through the Software. Subscriber agrees, at its own expense, to defend Accelo and its officers, directors, employees, representatives, successors and assigns (“Accelo Indemnitees”) from and against any third-party claims, suits, proceedings, or actions (collectively, “Claims”) based on an assertion Subscriber Data infringes, misappropriates, or otherwise breaches or violates privacy or other rights of any third-party or applicable law, and will indemnify the Accelo Indemnitees from any losses, damages, liabilities, judgments, fines, penalties, awards, costs or expenses (including reasonable legal fees) arising out of or resulting from such Claims. Subscriber shall also indemnify the Accelo Indemnitees for Claims associated with Subscriber’s improper use of the Software.
e. Software Ownership. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in the Software and associated services, any third-party software or any other contents within the Software (other than Subscriber Data), and/or copies or portions of any of the foregoing (collectively the “Delivered Solution”) are and will remain the exclusive property of Accelo or its licensors, whether or not specifically recognized or perfected under applicable law. If Subscriber or a User make any comments, suggestions, designs, features or other ideas for improving the Delivered Solution submitted by Subscriber or a User (“Submissions”), Accelo shall own all rights to the Submissions and Accelo shall be entitled to use such Submissions for any commercial or other purpose whatsoever without compensation to Subscriber or anyone else. Subscriber will not take any action that jeopardizes Accelo’s or its licensor’s proprietary rights or acquire any right in the Delivered Solution, except the limited license rights specified herein. Accelo or its licensor will own all rights in any copy, translation, modification, adaptation or derivation of the Delivered Solution, including any improvement or development thereof and/or any ideas first reduced to practice. If Subscriber or any third-party engaged by Subscriber is deemed to have any ownership interest or rights in the Delivered Solution, Subscriber shall assign and/or cause such third-party to assign, and Subscriber does hereby irrevocably assign, without royalty, all of such ownership interest and rights to Accelo.
f. Accelo Policies.
Subscriber acknowledges the foregoing policies are subject to periodic revision to reflect changes in the Accelo Software and associated services, customer behavior, prevailing market conditions, as well as changes in agreements Accelo may have in place with third-parties.
a. Warranty. Accelo warrants it will use commercially reasonable efforts to provide the Software in a manner consistent with general industry standards reasonably applicable to the provision thereof and substantially in accordance with the online Accelo help documentation under normal use and circumstances and has sufficient right, title and interest in and to the Software to license the Software to Subscriber. Subscriber warrants its Registration Data and billing information provided is correct and it did not provide false information to gain access to the Software. If Subscriber is an entity, Subscriber represents it has the power and authority to enter into the Agreement.
b. Warranty Exceptions. Accelo shall have no warranty obligations for failures suffered by the Software to the extent caused by (i) interfacing third-party hardware or software or Access Hardware with the Software or (ii) computer programs or code that are not provided by Accelo (including, without limitation, any computer viruses and other malicious code). In addition, Accelo shall have no warranty obligations if Subscriber modifies or alters the Software in any way or is in material breach of the Agreement.
c. Warranty Exclusions. ACCELO AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND ASSOCIATED SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ACCELO HEREBY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE AND ASSOCIATED SERVICES PROVIDED HEREUNDER WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED, SUBSCRIBER DATA PROCESSED BY THE SOFTWARE WILL BE ACCURATE OR RELIABLE, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
“Confidential Information” is: (a) any non-public or proprietary information, including any business or technical information of Subscriber or Accelo as well as any sensitive information relating to either party’s products, services, finances, product pricing, marketing plans, business opportunities, trade secrets or personnel, including personally identifiable information or PII; (b) any information of Subscriber or Accelo that is specifically designated by the disclosing party as confidential or proprietary; (c) any information that is known to the receiving party, or should be known to a reasonable person given the facts and circumstances of the disclosure as being treated as confidential or proprietary by the disclosing party; and (d) the Order Form. Each party shall protect Confidential Information using the same degree of care it uses to protect its own confidential and proprietary information and no less than reasonable care with respect to the handling and protection of Confidential Information by limiting the use and access of Confidential Information to only those who need access, and such access directly pertains to a business purpose contemplated under the Agreement. Upon written request at any time, Confidential Information will be returned to the disclosing party by the receiving party or destroyed by the receiving party. And if requested by the disclosing party, an authorized representative of the receiving party shall certify in writing on behalf of the receiving party that all such Confidential Information has been returned or purged, as applicable.
Accelo shall maintain commercially reasonable administrative and technical safeguards to protect Subscriber Data processed through the Software in a manner that meets or exceeds applicable laws and globally recognized industry practices. In furtherance of the foregoing, the Accelo Data Processing Addendum is incorporated herein, which is accessible at https://www.accelo.com/company/data-processing-addendum (“DPA”). Subscriber acknowledges Accelo is not responsible for electronic communications and/or Subscriber Data which are lost, altered, intercepted or stored without authorization when transmitted over a platform or network not owned or operated by Accelo.
a. Infringement Indemnity. Accelo agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against Subscriber to the extent it is based on a claim Subscriber’s use of the Software or Services within the scope of the Agreement infringes or violates any U.S. patent or copyright, and will indemnify Subscriber from any losses, damages, or expenses resulting from settlement or judicial award from such claim; provided, however, this Section does not cover, and Accelo shall have no obligation hereunder for, infringement claims arising from: (i) Subscriber Data processed through the Software; (ii) Subscriber’s failure to use the Software in accordance with the Agreement; (iii) use of the Software in conjunction with third-party software or equipment or Subscriber’s Access Hardware where such combination is the cause for infringement; (iv) modification of the Software without Accelo’s approval or authorization; (vi) Subscriber’s use of the Software or Services after a non-infringing, replacement version has been made available without additional charges by Accelo to Subscriber; or (vii) Subscriber’s failure to adhere to its obligations under the Agreement. THIS SECTION STATES ACCELO’S ENTIRE LIABILITY AND SUBSCRIBER’S SOLE REMEDY FOR INFRINGEMENT CLAIMS.
b. Opportunity to Rectify. If a claim or suit under this Section for which Accelo is required to indemnify Subscriber, Accelo may be required to suspend Subscriber’s and Users’ access to the Software and Subscriber shall comply with such requirement, and Accelo will, at its sole option, either (i) procure for Subscriber the right to use the Software, Services, or affected part thereof; (ii) replace the Software, Services, or affected part thereof with other non-infringing products or modify the Software, Services or affected part thereof to make such not infringing and functionally equivalent; or (iii) if the remedies set forth in clauses (i) and (ii) are not commercially feasible, as determined by Accelo, terminate the Agreement and the rights granted hereunder and refund to Subscriber a pro rata amount of any prepaid Subscription Fee. Accelo will not be liable for any costs or expenses incurred without its prior written authorization.
c. Indemnification Procedure. As conditions to Accelo’s obligations in this Section: (i) Subscriber shall provide Accelo notice of the claim or suit giving rise to such obligation within ten (10) days of the date Subscriber first becomes aware of the claim or suit; provided, however, that any failure or delay in giving such notice shall only relieve Accelo of its obligations under this Section if Accelo reasonably demonstrates its defense or settlement of the claim or suit was adversely affected thereby; (ii) Accelo shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (iii) upon Accelo’s request, Subscriber shall assist in the defense or settlement of any such claim or suit, provided Subscriber shall be reimbursed for reasonable legal fees and expenses it incurs in connection with providing the assistance requested by Accelo. Subject to clauses (ii) and (iii) above, Subscriber may participate in the defense of any such claim or suit with its own counsel and at its own expense.
a. Liability Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, ENHANCED, PUNITIVE, INDIRECT OR SIMILAR DAMAGES, INCLUDING DAMAGE TO REPUTATION OR ANY DAMAGES ON ACCOUNT OF BUSINESS INTERRUPTIONS, LOST PROFITS, LOST DATA, LOSS OF USE OF DATA, LOST OPPORTUNITY, THE INABILITY TO USE THE SOFTWARE AND ASSOCIATED SERVICES, OR ANY OTHER THEORY (INCLUDING NEGLIGENCE OR STRICT LIABILITY) WHETHER OR NOT PLACED ON NOTICE OF ANY SUCH ALLEGED DAMAGES AND REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH DAMAGES MAY BE SOUGHT, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SOFTWARE AND ASSOCIATED SERVICES.
b. Liability Limitation. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR DAMAGES RELATING TO THE AGREEMENT OR THE SOFTWARE AND ASSOCIATED SERVICES, WHETHER CAUSED BY FAILURE TO DELIVER, NONPERFORMANCE, ERRORS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE FEES PAID BY SUBSCRIBER TO ACCELO FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION.
c. Liability Exclusions & Limitation Acknowledgment. SUBSCRIBER ACKNOWLEDGES THE ESSENTIAL PURPOSE OF THIS SECTION REGARDING LIABILITY EXCLUSIONS AND LIMITATIONS IS TO ALLOCATE RISK UNDER THESE TERMS HEREIN AND LIMIT POTENTIAL LIABILITY TAKING INTO ACCOUNT THE SUBSCRIPTION FEE, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF ACCELO WERE TO ASSUME ADDITIONAL LIABILITY OTHER THAN AS PROVIDED HEREIN. ACCELO HAS RELIED ON THE LIABILITY LIMITATION IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER THE RIGHTS TO ACCESS THE SOFTWARE AND ASSOCIATED SERVICES.
a. Currency. All sums and amounts payable or to be paid by Subscriber to Accelo shall be in United States currency (USD) unless otherwise stated in the Order Form.
b. Notice. Any formal notice or other communication given pursuant to the Agreement shall be in writing and delivered by certified mail, overnight express delivery service (such as Federal Express), or by priority mail by a recognized express mail vendor to the attention of “Legal Department” and at the party’s address set forth in the Order Form. Either party may designate a different address by notice to the other in accordance herewith. Notice will be deemed served when delivered or, if delivery is not accomplished by reason or some fault of the addressee, when tendered. Any notice to Accelo shall also be sent electronically to [email protected].
c. Assignment. If a party wishes to assign the Agreement to another entity, that party must obtain the other’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Agreement may be assigned without obtaining prior written consent in the context of a change in control, corporate reorganization, consolidation, merger, acquisition, or sale or transfer of all or substantially all of the assets of the assigning party. An assignment of the Agreement will be binding on the parties and their successors and permitted assigns.
d. Governing Law & Formal Dispute Resolution. The validity, interpretation, and enforceability of the Agreement shall be governed by the laws of the State of Delaware. The Parties agree should any dispute arise relating to the Agreement, they will each sponsor a representative with settlement authority, who will attempt in good faith to resolve the dispute within fourteen (14) days following receipt of written notice. If the Parties are unsuccessful and the dispute is monetary in nature, the dispute must be resolved through final and binding arbitration in Delaware before the American Arbitration Association under its Commercial Arbitration Rules with one arbitrator. Either party may seek non-monetary, equitable relief such as an injunction or specific performance in any competent court, wherever located, to enforce the Agreement.
e. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL, TO THE FULLEST EXTENT ANY SUCH RIGHT WILL NOW OR HEREAFTER EXIST, IN ANY PROCEEDING, CLAIM, COUNTER-CLAIM, OR OTHER ACTION INVOLVING ANY DISPUTE OR MATTER ARISING UNDER THE AGREEMENT.
f. Waiver. The delay or failure of either party to enforce any of its rights hereunder will not be deemed to constitute a waiver of its future enforcement of such rights or any other rights. No waiver of any provision of the Agreement will be binding upon the Parties, unless evidenced by a writing signed by an authorized representative from each party.
g. Relationship of the Parties. The Parties are independent contractors, and nothing in the Agreement will be deemed to place the Parties in the relationship of employer-employee, principal-agent, “borrowed servant,” partners, or joint venture. Neither party will have any authority to bind or make commitments on behalf of the other party for any purpose, nor will any such party hold itself out as having such authority.
h. Publicity. Subscriber grants Accelo the right to publish Subscriber’s name, logo, trade, and/or service marks in any Accelo customer list, sales activity, advertising, marketing, or any other form or manner of publicity for the limited purpose of indicating Subscriber accesses the Software hosted by Accelo. Subscriber can opt from such use by Accelo as agreed to in writing on a case-by-case basis by providing a sufficiently detailed email request regarding the same to [email protected]; the subject line in such email should be entitled “Non-use of Subscriber Name.”
i. Force Majeure. If by reason of a labor dispute, strike, lockout, pandemic, riot, war, earthquake, fire or other action of the elements, accidents, internet service provider or hosting facility failures or delays involving hardware, software or power systems, governmental restriction, appropriation, or other cause beyond the reasonable control of a party (“Force Majeure Event”) and that party is unable to perform in whole or in part its obligations in the Agreement, then the affected party shall provide notice to the other party as soon as practical and the Parties commit to use best efforts to work toward a mutually agreeable solution. Neither party will be liable for any failure in performing its obligations due to a Force Majeure Event.
j. Entire Agreement & Precedence. The Agreement contains the complete and final understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications between the Parties, whether written or oral. In the event of a conflict or inconsistency between or among terms in the Order Form, this Accelo Terms of Service, the Accelo Policies and/or the DPA, the conflict will be resolved in favor of (1) the Accelo Terms of Service, (2) the Order Form, (3) the DPA, and (4) the Accelo Policies, unless it is expressly stated that a provision is superseded. Moreover, nothing herein shall affect or terminate ongoing rights from non-disclosure agreements entered into by the Parties prior to the execution of the Agreement; provided, however, any Confidential Information exchanged between the Parties following the execution of the Agreement shall be governed solely by the confidentiality obligations set forth herein.
k. Construction & Interpretation. The Agreement shall, in all cases, be construed simply, as a whole, and in accordance with its fair meaning and not strictly for or against any party. The Parties acknowledge the Agreement have been negotiated between them at ‘arm’s length’ with the opportunity to independently review the Agreement with legal counsel and each party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of the Agreement, the Agreement shall not be interpreted or construed against the party preparing it. The captions of sections and subsections are inserted solely for convenience and under no circumstances are they to be used to construe or interpret any particular provision.
l. Severability. If any particular provision of the Agreement are found to be invalid or unenforceable, then such provision will be stricken and it shall not affect the validity or continuing effect of any other provision, and to the extent practical the invalid or unenforceable provision shall be reformed so it aligns with the Parties’ intent.
m. Export Controls. The Software and associated services are subject to export controls under the U.S. Export Administration Regulations and other applicable laws.
n. Execution. Any document pertaining to the Agreement, in particular the Order Form, that requires signature by the Parties may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. A document signed and transmitted by .pdf or other electronic means (such as DocuSign) shall have the same binding effect as an original “wet-ink” signature.
