Alloy Software On-Premises Support and Maintenance Agreement
Revision 2.3 (June 16, 2023)
This Software Hosting Services Agreement (“Agreement”) sets forth the terms and conditions under which Alloy Software Inc. (“Alloy Software”) shall provide software maintenance and support services to you or the entity that you represent (“You” or “Your”).
1 Product and Services
Alloy Software shall provide You with limited right to access and use customer support services. and software maintenance (collectively, “Service” or “Services) that apply to the Alloy Navigator and/or Alloy Discovery software suite licensed to You by Alloy Software under the terms and conditions of Alloy Software’s End User License Agreement, and installed and operated by non-Alloy Software servers, whether on-premises or cloud-based, which are under the control of Customer (the “Software”), and all related documentation provided in electronic form by Alloy Software for use with the Software, as periodically updated (the “Documentation”).
2 Acceptance
This Agreement is in effect as of the date you first click “I agree” (or similar button or checkbox), sign this agreement electronically, or use or access the Software, whichever is earlier (the “Effective Date”).
3 Definitions
In this Agreement, the following definitions apply:
“Customer Support” means assistance Alloy Software provides or makes available to You online, by phone, email, chat, or other means.
“Database” means the physical data repository where the Software maintains its information.
“Documentation” means written and/or online material provided by Alloy Software to assist You in the use of the Software.
“Product” means the Software and applicable Documentation.
“End User License Agreement” means the legal agreement between Alloy Software and You governing the use of the Software.
“Issue” means a reproducible failure of the Software to perform in substantial conformity to the specifications in the Documentation.
“Information” means the Product, all information and intellectual property related thereto as well as information related to the business of Alloy Software or You.
“Major Version” means a version of the software that primarily consists of new or significantly improved features. A Major Version is denoted by the first number of the official product version. For example, product version 8.4 signifies fourth update within Major Version 8; product version 2022.2 signifies second update within Major Version 2022.
“Minor Version” means a version of the software that consists primarily of improved features and bug fixes. A Minor Version is denoted by the second number of the official product version. For example, product version 8.4 signifies Minor Version 4 within Major Version 8; product version 2022.2 signifies Minor Version 2 within Major Version 2022.
“Patch Version” means a version of the software that consists primarily of bug fixes. A Patch Version is denoted by the third number of the official product version. For example, product version 8.4.2 signifies Patch 2 within version 8.4; product version 2022.2.3 signifies Patch 3 within version 2022.2.
“Maintenance” means upgrades, updates, enhanced and new functionality, and fixes for the Product.
“Party” or “Parties” means either You or Alloy Software.
“Product” means the Software and applicable Documentation.
“Subscription” means a time-limited access to Software, Maintenance, and Customer Support granted to You by Alloy Software under the terms of this Agreement.
“Subscription Term” means the period of time during which Alloy Software enables You to access Subscription and includes initial Subscription and any additional renewal of the Subscription.
“Support Portal” means a designated web site serving as the means of communication used by Alloy Software to provide You support for technical issues and questions related to the use of the Software.
“Authorized User” means one of Your employees who has been authorized by You to use the Service.
4 General Conditions
4.1 Independent Contractors
Alloy Software shall provide the Service as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a partnership, joint venture, principal-agent or employment relationship between the Parties. Neither Party shall take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other party and shall have no power or authority to bind the other party or to assume or create any obligation or responsibility, express or implied, on the other party’s behalf or in its name, nor shall such party represent to any one that it has such power or authority.
4.2 Right to Use Customer Information
You grant to Alloy Software the right to use any information, records, data, or any other materials (in any form) that are provided by You to Alloy Software and/or entered into the Software by You and Your users (collectively, “Customer Information”) for the purposes of fulfilling the terms of this Agreement. Alloy Software warrants that it will use Customer Information only in an aggregated form, without specifically identifying any personally identifiable data or the source of such data. Alloy Software warrants that it will not sell Customer Information to third parties nor share customer information with third parties who may wish to market their products to you. You represent and warrant that You have the right to grant to Alloy Software the right to use Customer Information for only purposes of providing the Services to You.
4.3 Payment
Alloy Software provides Software to You in accordance with the End User License Agreement, and then current Software Subscription Term. All payments for fees shall be made in U.S. Dollars. Unless otherwise agreed, all undisputed fees for the Service shall be due and payable within thirty (30) days from the date of the invoice (Payment Term). All fees for the Services shall be paid in advance as a lump sum for the entire Subscription Term covered. Service renewal fees are due on or before the renewal date.
In the event You fail to pay an invoice in accordance with the Payment Term, Alloy Software may issue a notice of default and may discontinue the Services. Alloy Software will terminate this Agreement in the event You have not fully paid all outstanding invoices within seven (7) days of the notice of default.
4.4 Taxes
You shall be responsible for and agree to timely pay all sales, use and any other taxes imposed by a federal, state, provincial, local or other government entity that are based on the Services provided herein or on the fees paid by You to Alloy Software, excluding taxes based on
Alloy Software’s income (collectively, “Taxes”). If Alloy Software is obligated by law to collect any such Taxes from You, then the appropriate amount will be added to Your invoice.
4.5 Availability
Alloy Software reserves the right, in Alloy Software’s reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned or emergency downtime for upgrades and maintenance to the Service; (b) during any unavailability caused by circumstances beyond Alloy Software’s reasonable control set forth in Section 20.7, Your inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if Alloy Software suspects or detects any malicious software connected to Your account.
4.6 Language
All verbal and written communication between Alloy Software and You shall be in English language.
5 Support Services
5.1 Procedure
5.1.1 Alloy Software shall provide to You a toll-free number (United States only) for Customer Support access. Calls shall be received and logged in Alloy Software’s call tracking system, then reviewed to determine priority.
5.1.2 Alloy Software shall provide each of Authorized Users with a personal Support Portal account to search and browse Product’s knowledge base, submit and track the status of their support tickets, stay updated with Product related news and announcements, and download Product updates and upgrades if any of the Software components need to be installed inside of Your internal network infrastructure.
5.1.3 For Severity Level 1 and Severity Level 2 Issues, as specified in Section 9, You shall report issues to Alloy Software via the Support Portal initially, while Severity Level 3 and Severity Level 4 Issues may be filed initially via email. All telephone support discussions, if necessary, will be scheduled in advance at a time mutually agreed by the Parties and for duration and at a frequency that is commercially reasonable for Alloy Software.
5.1.4 Alloy Software shall allocate necessary resources to promptly resolve reported Issues. You shall be kept informed as to the status of every reported technical Issue’s resolution. Alloy Software has a comprehensive escalation procedure in place to ensure that all calls are handled in an expeditious manner. Customer Support shall be provided to You off-site and include remote diagnostic capability, which provides the most responsive on-line problem identification and resolution.
5.1.5 If Alloy Software determines, in its sole discretion, in responding to a request for support, that the solution is provided in the Documentation, Alloy Software may direct Your personnel to applicable documentation for the solution.
5.2 Normal Business Hours
With the exception of Severity 1 issues, as defined in Section 7.1, Alloy Software shall be available for Customer Support Monday through Friday, 9:00 A.M. to 6:00 P.M. Eastern Standard Time, excluding official United States Federal holidays and Alloy Software’s observed holidays:
- Day after Thanksgiving
- Day after Christmas
- New Year’s Eve
6 Your Responsibilities
6.1 You shall provide only a unique non-generic corporate e-mail address for each of Authorized Users.
6.2 In order to facilitate Customer Support, You shall provide and maintain, at Your own expense, an adequate communication infrastructure to enable Alloy Software to troubleshoot the Software on a remote basis, using remote access and desktop sharing tools.
6.3 You shall be responsible for proper installation, configuration, and maintenance of Your infrastructure, operating systems, web browsers, network in order to access and properly use the Service in accordance with the Documentation.
6.4 You shall be responsible for using the Software in accordance with all applicable local, state, national, and foreign laws, treaties, and regulations, as well as the End-User License Agreement, this Agreement, and Documentation.
6.5 You shall be responsible for ensuring that Your personnel have adequate training to maintain competence in the operation of the Software.
6.6 You shall provide Your personnel access to, and require Your personnel to review, the Documentation before requesting Customer Support from Alloy Software.
6.7 You shall support and assist Alloy Software in identifying and clarifying problems encountered by You and shall make available, to the best of Your ability and to the extent not confidential or proprietary, source documents or data files as may be necessary to isolate or replicate a problem condition.
6.8 Authorized Users shall be responsible for keeping their Support Portal login information confidential and are prohibited from sharing those credentials with anyone else.
6.9 You are responsible for providing to Alloy Software all the required information for the proper configuration of the cloud hosting environment and the Software in accordance with the Documentation. Such information may include but not limited to the name of Your network domain, account information for the incoming and outgoing Microsoft Exchange / Microsoft Office 365 / IMAP / SMTP mail servers, Microsoft Active Directory configuration information, etc.
7 Responsibilities of Alloy Software
Subject to the terms of this Agreement, Alloy Software shall:
7.1 Provide Customer Support as it deems reasonably necessary to cause the Software to perform in accordance with then current Documentation.
7.2 Periodically update the Software to keep it up to date by installing latest functionality and performance enhancements, as well as maintenance updates, at no cost. The frequency of such updates shall be no less than 1 (one) update every year. Software updates may include new functionality and Documentation changes. New functionality may involve additional software licensing fees or require training of Your personnel.
7.3 Correct any defects or malfunctions in the Software or in the Documentation that were discovered during the term of this Agreement as per Alloy Software’s development schedule and the Service Levels described in Section 9. Alloy Software has no obligation to provide Support Services related to Issues, as defined below, that arise out of or results from: (1) use of the Software other than as specified in the Documentation; or (2) any material breach of the Agreement by You.
7.4 Assist You to resolve problems in the use of the Software. Alloy Software makes no guarantee that it can, or will, solve any problems with respect to the Software presented by You, and further disclaims any warranties above and beyond any limited warranties expressly made by in this Agreement, unless otherwise provided by applicable law.
7.5 Operate in a professional manner in providing services to You and shall provide knowledgeable personnel experienced with the Product.
7.6 Safeguard any materials provided by You in the performance of this Agreement in a manner as prescribed by You and in accordance with applicable law. In lieu of specific guidance from You, Alloy Software shall take reasonable care as to prevent unauthorized disclosure of Your information.
8 Supported Software Versions
Alloy Software will provide technical support for the two most recent Major Versions of the Product. Alloy Software will provide new features, feature improvements, and bug fixes in the most recent version of the Product only.
9 Service Levels
For the purpose of this section, the following definitions apply:
Resolution or Resolved – an Issue is considered resolved when Alloy Software has come up with either a temporary workaround or a permanent solution for the reported Issue and the users’ ability to perform the related task or function is considered to be restored.
Closure or Closed – An Issue is considered closed once the Issue is resolved and You acknowledge the resolution and are satisfied with it. If You fail to acknowledge the resolution of the Issue and confirm that You are satisfied with it within 4 weeks from the time when the resolution has been provided to You, Alloy Software shall assume the issue as closed by default.
Alloy Software shall provide You with Customer Support in accordance with Service Levels as follows.
9.1 Severity 1 Issue (Emergency, Production is Down)
Definition. A Severity 1 Issue means an Issue in the production environment causing a mission critical component of the Software to be down, or inaccessible, or unusable by any one of Your personnel, resulting in a critical impact to Your business operations.
Key Deliverables. In response to a Severity 1 Issue, Alloy Software shall immediately provide an appropriate resource and deliver a resolution. Unless otherwise agreed, Alloy Software shall service Severity 1 Issues on a continued effort basis until the Issue is resolved. Resolution to Severity 1 Issues may include temporary solutions, enabling Your business to operate until a more comprehensive solution is provided. Severity 1 Issues support requires Your appropriate personnel available 24×7 to work with Alloy Software’s support analyst. Your failure to provide required resources will result in the Severity 1 Issue being downgraded to a Severity 2 Issue and will be serviced during Normal Business Hours.
9.2 Severity 2 Issue (High, Significant Business Impact)
Definition. A Severity 2 Issue is any Issue that renders the Software still usable, but severely limited in its functionality. Components of a Severity 2 Issue include: (1) a primary component of the Software (e.g., Web Portal or Self-Service Portal) is not responding, crashing, or producing error messages, preventing a high number of users from performing their normal functions.
Key Deliverables. Alloy Software shall service Severity 2 Issues during Normal Business Hours until the Issue is resolved. Severity 2 Issue support requires Your appropriate personnel available during Normal Business Hours to work with an Alloy Software’s support analyst.
9.3 Severity 3 Issue (Medium, Limited Business Impact)
Definition. A Severity 3 Issue is any Issue that results in the Software being usable with some non-critical features of the Software being unavailable. Components of a Severity 3 Issue include: (1) Issues that affect Your ability to meet upcoming deadlines; (2) Software components returning errors messages, crashing, or not responding; (3) degraded Software performance is negatively impacting Your business operations.
Key Deliverables. Severity 3 Issues shall be serviced during Normal Business Hours until the Issue is resolved. Severity 3 Issue support requires Your appropriate personnel available during Normal Business Hours to work with an Alloy Software’s support analyst.
9.4 Severity 4 Issue (Low, Minimal Business Impact)
Definitions. A Severity 4 Issue is any Issue that does not significantly impact Your business operations or for which a reasonable workaround has been implemented. General questions such as “how-to” or syntax questions shall be treated as Severity 4 Issues.
Key Deliverables. Severity 4 Issues shall be serviced during Normal Business Hours until the Issue is resolved. Severity 4 Issue support requires Your appropriate personnel available during Normal Business Hours to work with an Alloy Software’s support analyst.
9.5 Initial Response Time and Coverage
Definitions. “Response Time” is the time to acknowledge an Issue report from You in a non-automated way. It is measured from the time You report an Issue to Alloy Software until the time that Alloy Software’s support analysis provides an initial response. Alloy Software shall respond to Your initial Issue reports with telephone assistance in accordance with this Section 9. Alloy Software will respond to Your initial Issue report either with; (1) a potential problem resolution, or (2) a request for more information that would permit Alloy Software to determine the next steps towards potential problem resolution. If it is determined, at Alloy Software’s sole discretion, that the Issue requires extensive time to research the Issue, Alloy Software will advise You of such in writing as soon as possible. Alloy Software’s response times to Your Issue reports and coverage hours for actively working an Issue are as follows:
| Issue Severity | Response Time | Coverage Hours (Eastern Standard Time) |
| Emergency | 2 Hours | 24 hours, 7 days a week |
| High | 4 Hours | 9 AM to 5 PM Monday to Friday |
| Medium | 8 Hours | 9 AM to 5 PM Monday to Friday |
| Low | 2 Days | 9 AM to 5 PM Monday to Friday |
10 Usage Restrictions
The Software is licensed, not sold. You may not use the Software for any purpose beyond the scope of the licenses granted by this Agreement and the End User License Agreement, and all other rights reserved by Alloy Software.
In addition to all other terms and conditions of this Agreement, You shall not knowingly (and will not permit any User or third party to): (a) make the Software, Service, or Documentation, or any materials resulting from the Service available in any manner to any unaffiliated third party for use in the third party’s business operation (access of the Services by customers to whom you provide services based on the Services will not be considered “third parties”); (b) remove or modify any markings or any notice of Alloy Software proprietary rights; (c) download, reproduce, copy, republish, alter, adapt, modify, improve, translate or create derivative works from any part of the Service or Software or reverse engineer, disassemble, decompile, or otherwise attempt to reveal the trade secrets, know-how or other intellectual property rights underlying the Service or Software, or access or use the Service in order to build or support, or assist a third party in building or supporting, products, or services competitive with Alloy Software or the Service; (d) interfere in any manner with the hosting of the Software or provision of the Service; (e) use the Service to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103; or (f) use the Service to knowingly transmit, upload, link to, or store any malware or any other harmful software; (g) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (h) constitute an infringement of intellectual property or other proprietary rights of a third party; (i) otherwise violate applicable laws or regulations.
Alloy Software reserves the right to remove or disable access to any such material upon notice if confirmed that You have violated the foregoing restrictions.
The customer is responsible for maintaining allowable attachment size, backup schedules, data archiving schedules, and other data storage and performance-rated limits within the recommended service usage limits, as detailed in Addendum 1 – Cloud Instance Configuration.
11 Annual Fee
Alloy Software provides Software to You in accordance and for the term set forth in the End User Licensing Agreement, and then current Software Subscription (if the Software is licensed to You on subscription terms.)
11.1 Payment
All payments for fees for the Services shall be made in U.S. Dollars. Unless otherwise agreed, all fees shall be due and payable within thirty (30) days from the date of the invoice (Payment Term). All fees for the Services shall be paid in advance as a lump sum for the entire term covered. Service renewal fees are due on or before the renewal date. In the event You fail to pay an invoice in accordance with the Payment Term, Alloy Software may issue a notice of default and may discontinue the Services. Alloy Software will terminate this Agreement in the event You have not fully paid all outstanding invoices within seven (7) days of the default notice.
11.2 Perpetual Licenses
For the services outlined in this Agreement, You shall pay Alloy Software an annual fee equal to 30%, of the then-current list price for the Software, less any applicable special discounts, such as government, academic, and non-profit discounts.
11.3 Subscription Licenses
You are entitled to receive all the Services outlined in this Agreement at no additional cost, as part of the Subscription, as long as You have paid all required Subscription fees.
12 Warranties
Except as expressly set forth in this Agreement, the Software and Services are provided to You on an “AS IS” and “AS AVAILABLE” basis. Alloy Software expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Notwithstanding the foregoing, Alloy Software expressly acknowledges that it is responsible for providing the Software and Services free from any claims of any third party rights or infringement.
Alloy Software does not warrant that the access to the software hosted in a cloud environment, which is provided by AWS over the Internet and various telecommunication networks, all of which are beyond Alloy Software’s control, will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software.
Use of any material downloaded or obtained through use of the Services shall be at Your own risk and You shall be solely responsible for any damage to Your computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material. No advice or information whether written or oral, obtained by You from Alloy Software, its employees or representatives shall create any warranty not expressly stated in this Agreement.
12.1 Services
Alloy Software warrants that it shall provide Customer Support as shall permit the Software to perform in accordance with industry standards and the Alloy Software’s published Documentation, and Alloy Software further warrants that it shall provide qualified personnel to perform Customer Support.
Alloy Software shall not be obliged to provide Support Services for any product where the product relates to Your or a third party’s systems or software, or any issue that is beyond the reasonable control of Alloy Software.
12.2 Software
To the extent allowed by law, Alloy Software shall only be responsible to correct Issues in the Software supported under this Agreement for the duration of the Subscription Term, commensurate with the severity error. Alloy Software will, to the best of its ability, correct Issues, however it has no obligation to correct all Issues.
12.3 Customer Negligence
To the extent allowed by law, Alloy Software shall not, at any time during the period of this Agreement, be required to correct any Issues in the Software caused by Your negligence or improper operation of the Software, or other improper action by You.
Correction of such errors or defects by Alloy Software shall be at Alloy Software’s discretion at then current price or hourly rate set forth by Alloy Software.
13 Limitation of Liability
To the extent allowed by law, the Alloy Software shall have no liability under this Agreement except the correction or avoidance of Issues as identified by Alloy Software. The warranties set forth in Section 12 are in lieu of all other representations and warranties relating to the Software, expressed or implied and as provided by applicable law.
Alloy Software warrants that it has all right and authority to license the Software and Alloy Software shall defend, indemnify and hold You harmless from and against any claim alleging the Software infringes any intellectual property right, including but not limited to patent, copyright, trademark, trade secret or other intellectual property right of a third party.
14 Confidentiality
Except where disclosure is required by law, a Party receiving Information of the other will not disclose such Information other than to persons in its organization who have a need to know and who will be required to comply with this Section 15. The Party receiving Information will not use Information for a purpose inconsistent with the terms of this Agreement.
Information will not include: (a) information publicly known prior to disclosure; (b) information coming into the lawful possession of the recipient without any confidentiality obligation; and (c) information required to be disclosed pursuant to regulatory action or court order, provided adequate prior written notice of any request to disclose is given to the Party whose information is to be disclosed. This notification obligation shall not extend to lawful requests made for this Agreement pursuant to applicable law. Each Party will exercise at least the same degree of care to safeguard the confidentiality of the other Party’s Information as it does to safeguard its own proprietary confidential information, but not less than a reasonable degree of care.
15 Ownership
Alloy Software has granted to You, and You have accepted, a non-exclusive, non-transferable license to use the Product for Your internal business purposes.
Unless specifically permitted by You, You do not grant Alloy Software the right to use, reproduce, adapt, modify, publish, or distribute any data created by You or stored in the Database for any commercial, marketing, or any similar purpose.
You grant Alloy Software permission to access, copy, distribute, store, transmit, reformat Database solely as required for the purpose of providing Services to You.
16 Indemnification
You agree to indemnify and hold harmless Alloy Software, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Alloy Software.
Alloy Software agrees to indemnify and defend You, Your officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims regarding the Services, including, but not limited to, claims that the Services infringe or violate any valid U.S. patent, copyright or trade secret right of any third party; so long as you provide; (a) prompt written notice to Alloy Software of such claim; (b) cooperate with Alloy Software in the defense and/or settlement thereof, at our expense; and, (c) allow Alloy Software to control the defense and all related settlement negotiations.
17 Injunctive Relief
Each Party acknowledges that a violation or threatened violation by it of Section 14 or 15 hereof would result in damage that is largely intangible but nonetheless real and that is incapable of complete remedy by award of damages. Thus, such violation or threatened violation will give the injured Party the right to a court-ordered injunction to specifically enforce such covenant or obligation, if the Party in violation fails to remedy such violation within twenty four (24) hours of notice from the injured Party to the Party in violation. The Party in violation of any such section shall pay as damages any reasonable expenses, including but not limited to attorney fees as awarded by a court of competent jurisdiction, incurred in obtaining specific enforcement.
18 Term
18.1 Perpetual License
This Agreement shall commence on the date of the receipt of Customer order form and unless otherwise stated on the order form will remain in effect for the period of 1 (one) year or until earlier terminated in accordance with Section 16. The Customer may choose to renew this agreement for an additional term (1 year minimum) as defined in Section 9 of this agreement.
18.2 Subscription License
This Agreement shall commence on the date of the receipt of Customer order form and unless otherwise stated on the order form will remain in effect until the end of Subscription Term or until earlier terminated in accordance with Section 16. Customer may choose to renew the Subscription for an additional term (1 year minimum), in which case this agreement will automatically renew to coincide with the new Subscription Term.
19 Termination
19.1 Termination by Vendor
Alloy Software may terminate this Agreement without further obligation or liability to You if:
- You fail to pay any undisputed amounts due under this Agreement in accordance with the established payment terms, and fail to make such payments within thirty (30) days of notice from Alloy Software;
- You commit any material breach of this Agreement and fail to remedy such breach within 30 days of notice from Alloy Software; or
- You become the subject of a petition in bankruptcy; is or becomes insolvent; or admits a general inability to pay its debts as they become due.
19.2 Termination by Customer
You may terminate this Agreement at any time upon thirty (30) days written notice to Alloy Software, if Alloy Software commits any material breach of this Agreement and fails to remedy such breach within 30 days of notice from You.
19.3 Obligations
Upon termination of this Agreement Parties retain no further obligations, except for payment by You for all services rendered and materials furnished prior to the date of termination.
20 General Provisions
20.1 Other Remedies
A Party’s rights and remedies under this Agreement will be cumulative and in addition to all other rights and remedies available to and applicable to the Parties in law and in equity.
20.2 Assignment
Neither this Agreement nor any rights or duties hereunder may be transferred, assigned, sublicensed or otherwise disposed of by You to an unaffiliated third Party, by operation of law or otherwise, without Alloy Software’s prior written consent.
20.3 Notices
Other than legal service of process, notices and communications required or contemplated herein will be in writing and delivered either by (a) personal delivery; (b) expedited messenger service; (c) postage prepaid return receipt requested certified mail; or (d) facsimile and confirmed by postage prepaid U.S. certified mail, addressed to the Party or Parties for whom it is intended, at the addresses first written above or such other address as the intended recipient previously has designated by written notice to the sender.
20.4 Partial Invalidity
If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected.
20.5 Headings
Headings are included in this Agreement for convenience only and are not to be deemed to be part of this Agreement. The interpretation of this Agreement will not be affected by any heading herein.
20.6 Modification of Terms
Alloy Software reserves the right to modify the Terms and Services at any time upon notice to Customer by email or by publishing the changes on the Support Portal. Customer may terminate the use of Services without penalty in the 30 days following notice from Alloy Software provided that any change to Services has a material adverse effect on the functionality of Services, if Alloy Software fails to correct the adverse effect in the 30 days following Your written notice to Alloy Software of such effect.
20.7 Force Majeure
In the event an act of government, war, fire, flood, epidemic, act of God, power shortages or blackouts, breakdown of telephone lines and services, failure of the Internet, or other causes beyond the reasonable control of the Parties prevents the Parties from performing in accordance with the terms of this Agreement, such nonperformance shall be excused and shall not be considered a breach or default for so long as such conditions prevail.
