Terms and Conditions
Last Updated May 23, 2023
This site and related services are provided subject to these terms and conditions. Please read the following information carefully. By either becoming an authorized user or by accessing or using any part of the site or services, you acknowledge that you have read these terms and conditions, that you understand these terms, and that you agree to be bound legally by these terms. if you do not agree to these terms and conditions, promptly exit this site.
SWI PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THE TERMS HEREOF. BY VISITING THE WEBSITE, BY CLICKING SIGN-UP PAGE FOR SERVICES OR BY SENDING PAYMENT FOR SERVICES PURSUANT TO AN INVOICE AND BECOMING AN AUTHORIZED USER OR OTHERWISE ACCESSING OR USING SWI SITE OR ANY SERVICES, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 13 YEARS OF AGE OR OLDER; AND (II) IF USER IS A CORPORATION, LIMITED LIABILITY COMPANY, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY (COLLECTIVELY AN “ENTITY”), YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH AN ENTITY AND BIND THE ENTITY TO THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SWI WILL NOT AND DOES NOT LICENSE ANY SERVICES OR CONTENT TO USER AND YOU MUST NOT DOWNLOAD, INSTALL, OR OTHERWISE USE OR ACCESS SWI SITE, ANY SERVICES OR CONTENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SERVICES OR CONTENT THAT USER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SERVICES OR CONTENT.
1) Definitions. For the purposes of this Agreement, the following terms have the following meanings:
“Users” means individuals or entities accessing or using any part of the site or services.
“Authorized Users” means solely those individuals authorized to use the Services pursuant to the license granted under this Agreement, as set forth on the invoice. If the User is an Entity, the Authorized User shall be certain employees of the Entity. If the User is an individual, the Authorized User is the individual User listed on the Invoice.
“Access Credentials” means any username, password, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Fees” means the license fees, including all taxes thereon, paid or required to be paid by Users for the license granted under this Agreement, as set forth on the invoice.
“SWI Site” means the website https://legis1.com/, its subsites, and associated mobile applications.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Intranet” means a computer network for information sharing, collaboration, operational systems, and other computing services within User, which is not accessible to any third party.
“Multi-user License” means a license that allows User to have more than one (1) Authorized Users to use the Services.
“Report(s)” means the research reports created and developed by SWI through the Services and delivered to User under this Agreement.
“Services” means the products and services offered by SWI through the SWI Site, for which User is subscribing, as expressly set forth on the Invoice and including the Content and Reports.
“Term” is defined in Section 11.a. hereof.
“Third Party” means any person or entity other than User or SWI.
2) Rights in Service Content and Services. The Services consist of one or more of the products and services provided at www.sunwater.org, www.legis1.com, www.washingtonrepresentatives.com and described in detail below. The scope of User’s right to access and use such products and services is determined by the nature of the license purchased, which is denoted on the Invoice. Pricing for the services described below is set forth at www.legis1.com, or as provided directly by SWI to the User. SWI will preserve your personal information only for the purpose of providing certain services; providing contents and advertisements on the site according to the user demands and informing the users about the new services.
- a) The Services, together with all content and tools provided by SWI on the Services, are protected by copyright, trademark and/or other applicable intellectual property and proprietary rights laws and are owned, controlled, and/or licensed by SWI. All trademarks appearing on the Services are the property of their respective owners. You agree not to use any trademarks or copyrighted material without express written permission of SWI. You agree that you do not acquire any ownership rights in any downloaded content.
- b) Personal use.You may search, retrieve, display, download, and print content from the Services solely for your personal research and reference purposes only and dependent on your subscription level of access (either for the benefit of yourself or for the benefit of your employer). You shall make no other use of the content without the express written permission of SWI. If you wish to add users within your organization, multiple-user accounts and site licenses can be obtained by email@example.com.
- c) Policies and Forms.Some SWI Services contain sample policies, forms, and checklists and documents that you may adapt to your organization. You are granted a specific license to modify such documents. However, this license does not include the right to resell the documents, to create a product for sale, or to share them outside of your organization. This license is perpetual.
- d) Training materials.The Services contain training materials that you may download and use for internal training within your organization. You are granted a specific license to modify such materials to fit your organization’s policies, procedures, and workplace features. You may display such training materials within your organization. However, they may not be distributed via your organization’s intranet or the internet or loaded into a learning management system without specific written permission from SWI. This license shall remain in effect so long as you remain an Authorized User of the Services.
Certain training materials are available as versions that include audio narration. These materials may be played via the SWI websites for classroom use or for training of individuals. However, they may not be downloaded, stored on your intranet or the internet, or loaded into a learning management system without specific written permission from SWI.
- e) Alerts.The Services contain tools to create and distribute alerts. You are granted a specific license to distribute such materials within your organization only unless expressly permitted by your subscription access level.
- f) Third party use.Third parties may not distribute any of these materials to their clients or members without a Consultant License or other written permission from SWI. To obtain such permission and information about associated pricing, please email firstname.lastname@example.org.
3) License. Subject to and conditioned on User’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, SWI hereby grants to User a non-exclusive, non-transferable, non- sublicensable, limited license to access and use the Services, solely during the Term, solely for the benefit of User and solely in or for User’s internal business operations, by and through User’s Authorized Users, and in accordance with the conditions and limitations set forth in this Agreement (“Permitted Use”).
4) Free Trial. If you register on SWI Site for a free trial or otherwise request a free trial (“Free Trial”), SWI may make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period approved by SWI, or (b) the start date of your purchase of any Services. Notwithstanding the foregoing, SWI reserves the sole and exclusive right to revoke the Free Trial. Notwithstanding anything to contrary in this Agreement, any Content or Report obtained through a Free Trial shall be used only for your personal use, and not for any commercial purposes.
5) Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Content, or Third-Party materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the Content, and the Third-Party materials are and will remain with SWI and the respective rights holders in the Third-Party materials.
6) Use Restrictions. SWI reserves the right, at any time, to modify, suspend, or discontinue the Services and/or any part including but not limited to the data and the features thereof with or without notice. You agree that SWI will not be liable to you or to any third party for any modification, suspension, or discontinuance of any Services or any part thereof. Except as expressly set forth on the Invoice or otherwise without the prior written consent of SWI, User shall not, and shall require its Authorized Users not to, directly or indirectly:
- a) Use (including make any copies of) the Services or Content beyond the scope of the license granted under this Agreement;
- b) Reverse engineer, decompile, disassemble or otherwise attempt to discern the source code or architecture of any feature or component of the Services;
- c) Except as expressly set forth in Section 3, provide any third party, including any subcontractor, independent contractor, affiliate, or service provider of User, with access to or use of the Services or any Content;
- d) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Services or Content, including any copies thereof;
- e) Except as expressly set forth in Section 3, copy the Services or Content, in whole or in part;
- f) Except as expressly set forth in Section 3, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Content, or any features or functionality of the Services, to any third party for any reason;
- g) Use the Services or Content in violation of any law, regulation, or rule;
- h) Use the Services or Content for purposes of competitive analysis of the Services or Content, the development of a competing product or service, or any other purpose that is to SWI’s commercial disadvantage.
- i) Use any software, program, application or any other device to access or log on to SWI’s computer systems or SWI Site, or to automate the process of obtaining, downloading, transferring or transmitting any Content;
- j) Frame SWI Site, Services or Content, display SWI Site, Services or Content in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between SWI and any third party or potentially deprive us of revenue (including, without limitation, revenue from subscriptions, licensing, advertising, branding, or promotional activities)
- k) Defeat any access controls, access any portion of SWI Site, Services or Content that SWI has not authorized you to access (including password-protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use your account or access credentials;
- l) Interfere with others using SWI Site or Services or disrupt SWI Site and Services;
- m) Transmit, collect, or access personally identifiable information about other users without the consent of those users and SWI;
- n) Link to SWI Site or Services from a site that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, or that promotes violence, racial hatred, or terrorism, or that SWI deems, in its sole discretion, to be otherwise objectionable; or
- o) Transmit any material that is commercial, promotional, inappropriate, solicitous, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, or that promotes violence, racial hatred, or terrorism, or that SWI deems, in its sole discretion, to be otherwise objectionable.
SWI is entitled to process, and share with its group companies all data, texts, files, information, user names, logos, visuals, graphics, photos, profiles, sound and video clips, sounds, musical compositions, authentic works, applications, links and other contents and materials that you shared or displayed on the Service, and Service Users shall not prevent any other user from using the website or from making use of it in any manner he/she wishes to. It is prohibited for you to use service areas as advertisement media of other websites or commodities and services.
7) Responsibility for Use of Services. User is responsible and liable for all uses of the Services and Content through access thereto provided by User, directly or indirectly. Specifically, and without limiting the generality of the foregoing, User is responsible and liable for all actions and failures to take required actions with respect to the Services and Content by its Authorized Users or by any other individual to whom User or an Authorized User may provide access to or use of the Services or Content, whether such access or use is permitted by or in violation of this Agreement.
Copyright, DMCA, takedown claims. If you believe that content posted on or through the website has been used in a manner that constitutes copyright infringement, please provide SWI with a written notice to the email or mailing address indicated below that includes the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
For notice of claims of copyright infringement please mail to email@example.com
8) Collection and Use of Information.
- a) User acknowledges that SWI may, directly or indirectly through the services of Third Parties, collect and store information (including personal information) regarding use of the Services.
- i) Improving the performances of the Services; and
- ii) Verifying User’s compliance with the terms of this Agreement and enforcing SWI’s rights, including all Intellectual Property Rights in and to the Services.
9) Intellectual Property Rights. User acknowledges and agrees that the Services and Content are provided under license, and not sold, to User. User does not acquire any ownership interest in the Services or Content under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. SWI and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services or Content and all Intellectual Property Rights arising out of or relating to the Services and Content, except as expressly granted to the User in this Agreement. User shall safeguard the Services or Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. User shall promptly notify SWI if User becomes aware of any infringement of SWI’s Intellectual Property Rights in the Services or Content.
10) Fees; Payment.
- a) Fees. All Fees are payable in the manner set forth on the Invoice and are non-refundable. Any renewal of the license or Services shall not be effective until the fees for such renewal have been paid in full.
- b) Payment. User shall pay all Fees on or prior to the annual renewal date of User’s subscription to the Services. User shall make all payments hereunder in US dollars and as specified on the Invoice. User shall make payments to the address or account specified on the Invoice or such other address or account as SWI may specify in writing from time to time.
- c) Taxes. All Fees and other amounts payable by User under this Agreement are exclusive of taxes and similar assessments. User is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on SWI’s income.
11) Term and Termination.
- a) Term. The initial term of this Agreement (the “Initial Term”) shall start with your usage of the Website and be defined on the Invoice if you are a
- b) Renewal. For Users, unless otherwise agreed in writing or as provided on the Invoice, this Agreement will automatically renew for additional successive twelve (12) month terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”). You can cancel or manage your subscription settings and choose to turn auto-renewal on or off at any time by contacting firstname.lastname@example.org or email@example.com.
- c) Termination. In addition to any other express termination right set forth elsewhere in this Agreement, SWI may suspend or terminate the license or any Services, effective immediately and with or without notice to and User or Authorized User, if User or any of its Authorized Users breaches this Agreement.
- d) You may cancel your monthly or yearly account for the Service during any free trial period. Beyond the free trial period, because of the nature of the content, all subscriptions are non-refundable. SWI will make every effort to ensure you are satisfied with your purchase. General e-mails and other means of notification, including notifying your credit card company or bank that you no longer wish to be a User or an Authorized User, will not serve as valid means of cancellation.
- e) Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
- i) All rights, licenses, consents and authorizations granted by SWI to User will immediately terminate; and
- ii) SWI may disable all Users and Authorized Users’ access to the Services; and
iii) User will certify to SWI in writing that it has destroyed or deleted all Content in its possession, if any, relating to the https://legis1.com/ deal databases.
12) Surviving Terms. Any right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
13) Indemnification. User shall indemnify, defend and hold harmless SWI and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an “Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by such Indemnitee in connection with any action, claim, suit, or proceeding by a third party (other than an affiliate of an Indemnitee) to the extent that such Losses arise out of or relate to:
- a) Any materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of User or any Authorized User, including SWI’s compliance with any specifications or directions provided by or on behalf of User or any Authorized User to the extent prepared without any contribution by SWI;
- b) User or its Authorized Users’ access or use of SWI Site, the Services or Content in combination with any other materials, products, or services not provided or authorized in writing by SWI;
- c) Any modification of the Services or Content other than: (i) by or on behalf of SWI; or (ii) with SWI’s written approval in accordance with SWI’s written specification;
- d) Allegation of facts that, if true, would constitute User’s breach of this Agreement, including without limitation, violation of any license granted herein, or breach of any of User’s representations, warranties, covenants or obligations under this Agreement; or
- e) Negligence or more culpable act or omission (including recklessness or willful misconduct) by User, any Authorized User, or any third party on behalf of User or any Authorized User, in connection with this Agreement.
14) Representations and Warranties. Each party represents and warrants to the other party that:
- a) It has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;
- b) The execution of this Agreement by its representative as set forth on the Invoice has been duly authorized by all necessary corporate or organizational action of such party; and
- c) When executed, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
15) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, ALL SERVICES AND CONTENT ARE PROVIDED “AS IS” AND SWI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SWI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
16) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
- a) IN NO EVENT WILL SWI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SWI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SWI’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SWI PURSUANT TO THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS OF THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
- b) THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
- a) Changes to this Agreement. This Agreement and the Services provided by SWI herein is subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes. The date on which the latest update was made is indicated at the bottom of this document. We recommend that you revisit this webpage from time to time to ensure you are aware of any changes.
- b) Choice of Law; Waiver of Jury Trial; Arbitration.
- i) This Agreement, including all documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland, United States of America without giving effect to any conflict of laws provisions thereof.
- ii) Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than an arbitration panel or, if applicable, the courts located in the State of Maryland, Montgomery County. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). Each Party agrees that a final decision in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
iii) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTER CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
- b) Force Majeure. SWI will not be responsible or liable to User, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or User equipment, loss and destruction of property, or any other circumstances or causes beyond SWI’s reasonable control.
- c) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Invoice.
- d) Entire Agreement. This Agreement, together with the Invoice, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between User and SWI with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- e) Assignment. User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without SWI’s prior written consent, which consent SWI may give or withhold in its sole discretion. No delegation or other transfer will relieve User of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 17(e) is void. SWI may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without User’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
- f) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- g) Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- h) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- i) Services Agreement. Should User and SWI enter into a separate written agreement with respect to User’s subscription of any Services or Content (“Services Agreement”), the terms of the Services Agreement shall prevail over the terms of this Agreement to the extent they are conflicting with each other, unless the Services Agreement provides otherwise.