These Terms of Service (also, the “Agreement”) are entered into by and between Advanced Attorney Support, LLC, a limited liability company registered at 2220 County Rd. 210 Ste 108-408, Jacksonville, FL 32259, hereinafter referred to as “AAS” and the individual or entity that accepts these terms and conditions (the “Client” or “you” or “your”). The Agreement comes into effect when the Client accepts these Terms of Service by checking the associated box upon checkout. By accepting these Terms of Service, the Client acknowledges that they have read, understood, and agreed to all terms and conditions outlined herein.
These Terms of Service were most recently updated on October 20, 2023.
BY CHECKING THE REQUIRED CHECKBOX, YOU ACCEPT AND AGREE THAT THESE TERMS WILL BIND YOU.
BY ENTERING INTO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO RESOLVE ANY DISPUTES, CLAIMS, OR CONTROVERSIES THAT MAY ARISE PURSUANT TO THIS AGREEMENT THROUGH ARBITRATION AS OUTLINED IN THE ARBITRATION CLAUSE CONTAINED HEREIN. PLEASE CAREFULLY REVIEW THE ARBITRATION CLAUSE PROVIDED TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS REGARDING DISPUTE RESOLUTION. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE SIGNIFIES YOUR ACKNOWLEDGMENT AND CONSENT TO THE ARBITRATION CLAUSE.
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
AAS | means Advanced Attorney Support, LLC, a limited liability company incorporated under the laws of the State of Florida, registered at 2220 County Rd. 210 Ste 108-408, Jacksonville, FL 32259; |
Agreement | means these Terms of Service;
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Force Majeure | means any cause beyond a Party’s reasonable control, including, but not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Party in question; |
Intellectual Property Rights | means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names, e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, trade secrets, rights in designs and inventions, and goodwill; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights; |
Minimum Term | means the minimum required term the Parties are entering into this Agreement for, which shall be at least until AAS has provided 5 hours’ worth of its Services; |
Parties | means AAS and the Client collectively;
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Party | means each of AAS or the Client individually; |
Plan(s) | refers to a subscription package or service offering provided by AAS, which specifies the terms, conditions, pricing, and included Services as outlined in the plan description. A Plan may encompass various tiers or options, each associated with its own pricing structure, allocation of services, and payment terms. Plans may differ in terms of features, usage limitations, and pricing, and they may be subject to modification or termination in accordance with these Terms of Service; |
Services | means those services AAS is to carry out for the Client as specified in Clause 3 hereof and in accordance with the specific terms of the package selected by the Client; |
Term | means the period from the date the Agreement comes into effect until the termination of this Agreement in accordance with Clause 10 hereof. |
1.2 Unless the context otherwise requires, each reference in this Agreement to a Clause or sub-Clause is a reference to a Clause of this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
1.4 Words signifying the singular number shall include the plural and vice versa.
1.5 References to any gender shall include any other gender.
2.1 Applicability. These Terms of Service apply to all Services offered by AAS to the Client, except where expressly indicated to the contrary.
2.2 Capacity. The Client may not use the Services nor accept these Terms of Service if the Client is not of legal age or does not have the required mental capacity to form a binding contract with AAS, or if the Client does not have the required legal capacity to bind the entity which they are representing to a binding legal agreement.
2.3 Acceptance. The use of the Services requires the unconditional acceptance of the applicability of these Terms of Service. It is the Client’s responsibility to read and understand the Terms of Service. If the Client does not agree to these Terms of Service, do not use the Services.
2.4 Client Terms. All terms and conditions maintained by the Client that are contrary to these Terms of Service are hereby rejected and therefore do not apply to the use of the Services.
2.5 Privacy Policy. Any personal data submitted by the Client to AAS will be governed by the Privacy Policy.
3.1 Services. AAS hereby agrees to perform certain services as per the terms of the Plan(s) selected by the Client (the “Services”). Please see our website for the up to date features for each Plan: https://advattorneysupport.com/services/. The Client shall initially be on the ‘Preliminary’ Plan, which, unless terminated by the Client, shall automatically roll-over in a paid Plan.
3.2 Starter Guarantee. Upon entering into a Plan with AAS for the first time, the Client is entitled to the ‘Guarantee Offer’ as described in Clause 3.3. The terms of the offer depend on the Plan selected by the Client.
3.3 Performance Guarantee:
a. The Guarantee: AAS guarantees to provide the Client with 5 hours of Services by a deadline to be agreed upon between the Parties. While executing this guarantee, AAS shall make its entire Service offering available to the Client.
b. Performance Evaluation Period: The performance of the guarantee under Clause 3.3(a) shall be evaluated only during the first 5 hours of Services provided by AAS.
c. Refund Guarantee: In the unlikely event that AAS fails deliver the agreed upon work in a timely manner, or not to a standard of quality as Client expected, AAS shall refund all fees paid by the up until the moment of cancellation.
d. Conditions for Refund: The Client acknowledges that this refund guarantee is contingent upon the Client’s compliance with all terms and conditions of this Agreement, including timely provision of required information and cooperation with AAS’ Services. The refund is limited to the entire fee paid by the Client up until the moment of termination and does not cover any other fees paid or payable hereunder.
e. Notice of Refund Request: To claim the refund, the Client must notify AAS in writing of the performance shortfall immediately upon completion of the first 5 hours of Services. AAS will then initiate the refund process promptly. If the Client fails to notify AAS of any shortfall upon completion of the first 5 hours of Services and more Services are performed, the Client has waived their right to receive a refund. In any event, if the Agreement renews for another monthly term, the right to a refund lapses.
f. Sole Remedy: he refund specified in this clause shall be the sole and exclusive remedy available to the Client in the event of a performance shortfall and/or any other liabilities under the Preliminary Plan. AAS shall not be liable for any other damages or losses incurred by the Client.
3.4 Roll-Over of Contract. Upon completion of the performance guarantee, the Agreement shall automatically roll-over on a month-to-month basis as per the Client’s chosen Plan.
4.1 Provision of Material. The Client shall ensure that all data, tools, and information, of which AAS has stated it is required for the performance of the Services, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to AAS in a timely, complete, and correct manner.
4.2 Access and Permissions. The Client shall ensure that AAS has necessary access and permissions to relevant digital assets and accounts to carry out the Services.
4.3 Review and Verification. Client is responsible for reviewing and verifying all work product and deliverables provided by AAS. Client shall promptly notify AAS of any errors, omissions, or concerns related to the work product and cooperate in rectifying any issues.
4.4 Legal Compliance. It is the Client’s responsibility to ensure that all work product delivered by AAS complies with applicable laws, regulations, and ethical standard. The Client acknowledges that AAS is not providing legal advice and does not assume responsibility for legal compliance.
4.5 Client’s Clients. The Client shall assume full responsibility for its own clients. AAS shall have no legal, professional, and/or ethical responsibility to Client’s clients, and Client shall indemnify and hold AAS harmless from any claims or liabilities arising from the services provided to Client’s clients.
4.6 Supervision. The Client shall designate an appropriate individual within their organization to supervise and coordinate with AAS regarding the provision of Services. This designated contact person shall have the authority to make decisions on behalf of the Client.
4.7 Non-Reliance on Legal Advice. The Client acknowledges that AAS does not provide legal advice and that it is not a substitute for the advice of legal counsel. AAS does not provide legal services, only support services for lawyers. AAS is not a licensed attorney nor a law firm, and nothing herein shall be interpreted as anything to the contrary. The Client hereby agrees not to rely on AAS for legal opinions, interpretations, or advice.
4.8 Feedback. The Client shall provide constructive feedback to AAS regarding the performance of the Services and promptly communicate any concerns or issues that may arise during the course of the Term.
4.9 Involvement. The Client acknowledges that the ultimate success of the digital marketing efforts is a collaborative effort, and their active involvement and commitment are essential to achieving the desired outcomes.
4.10 Legal Requirements. The Client shall bear full and unwavering responsibility for adhering to their legal and ethical obligations as legal professionals, which may encompass, but are not limited to:
a. Ensuring that all services rendered to their respective clients are in strict accordance with the applicable laws, rules, and ethical standards governing the practice of law in their jurisdiction;
b. Verifying that any representations, statements, or legal advice provided by the Client to their clients are accurate, truthful, and compliant with the legal and ethical standards of the legal profession; and
c. Guaranteeing that their actions do not infringe upon the Intellectual Property Rights of third parties in any materials or content the Client provides to AAS during the Term.
4.11 Delays. If any delay is still caused due to Client’s lack of a timely or accurate feedback and/or provision of details and/or content, AAS shall not be liable or responsible for that delay. Any Services not performed during a Term due to such a delay shall not roll-over to a subsequent Term where applicable.
5.1 Subscriptions. The Client acknowledges that upon completion of the refund guarantee, the Services shall operate on a month-to-month subscription basis. Subscription renewal occurs automatically on a monthly basis, unless the Client cancels the subscription in accordance with the cancellation policy outlined in these Terms of Service.
5.2 Fees. In consideration for the Services to be performed by AAS, Client agrees to pay AAS on a recurring monthly basis. The first payment due shall be the pro-rated fee for the remainder of the current month during which the Client enters into the Agreement. Each subsequent full monthly payment shall be due on the first month of every month. The Agreement shall not come into force until the Client pays the first month’s fee.
5.3 Invoices. Invoices and billing statements shall be provided electronically to the email address provided by the Client.
5.4 Auto-Replenish. In the event the Client exhausts the Services included in their package prior to the start of a new monthly cycle, AAS offers the option to switch from a ‘Monthly Recurring Billing’ plan to an ‘Auto-Replenish’ plan. The ‘Auto-Replenish’ plan will automatically charge the Client’s payment method with the current Monthly Fee amount whenever the paid-in advance Services have been depleted or exhausted. Upon exhaustion of the Client’s paid-in-advance Services, AAS shall make every effort to notify the Client using the contact information provided. AAS is entitled to send notifications via email, text message, and/or telephone call, based on the Client’s contact preferences. The Client may opt out of the Auto-Replenish plan at any time by notifying AAS in writing at billing@advancedattorneysupport.com.
5.5 Enforcement of Payment. Notwithstanding anything to the contrary, in the event legal action is required to enforce the payment terms of the Agreement, AAS shall be entitled to collect from Client any judgment or settlement sums due plus reasonable attorneys’ fees, court costs and other expenses incurred by AAS for such collection action.
5.6 Payment Authorization. By executing this Agreement, the Client is authorizing AAS to automatically charge the credit/debit card provided by the Client, and to continue charging the credit/debit card at the agreed upon intervals during the Term of this Agreement. This applies to all fees listed and/or described in this Agreement. The Client hereby agrees to maintain all such credit/debit card information up-to-date and complete and understands that refusal by the payment provider of amounts due and owning under this Agreement, may result in (i) AAS ceasing to provide the Services until all amounts due have been received by AAS, and/or (ii) a material breach of this Agreement (without prejudice to any other remedies available to AAS under applicable law).
5.7 Electronic Funds Transfer. The Client shall pay AAS, and authorizes AAS to electronically deduct, any and all fees arising out of this Agreement using ELECTRONIC FUNDS TRANSFER (“EFT”) according to the terms of the Agreement, and from the Client’s account.
5.8 Restrictions on Chargebacks. The Client acknowledges and agrees that chargebacks shall only be initiated under this Agreement in cases where AAS has materially breached its obligations as defined herein or in the event of fraudulent transactions. Chargebacks initiated without valid grounds or for reasons unrelated to a material breach shall be considered a breach of this Agreement by the Client.
5.9 Consequences of Unwarranted Chargebacks. In the event the Client initiates an unwarranted chargeback without valid grounds, the following consequences shall apply:
a. Immediate Suspension of Services. AAS reserves the right to immediately suspend all Services, until the chargeback dispute is resolved to AAS’s satisfaction.
b. Chargeback Costs. The Client shall be responsible for covering all costs incurred by AAS in association with the chargeback, including but not limited to administrative, legal, and banking fees.
c. Termination of Agreement. AAS may, at its sole discretion, terminate this Agreement if the Client initiates unwarranted chargebacks, with all outstanding fees and charges becoming immediately due and payable.
5.10 Refunds. AAS and the Client expressly agree that there are no refunds of any kind under any circumstances. Furthermore, AAS and Client expressly agree that any performance issues shall only be rectified through a billing credit applied to future Monthly Fees payments, or alternatively, the remediation of any such deficient performance at no additional cost to the Client.
5.11 Late Fees. Late payments by Client shall be subject to an interest rate of 1.5 % per month from the due date until the amount is paid, calculated on a daily basis. Any EFT payment returned or rejected by Client’s bank shall be subject to a $40 non-sufficient funds fee payable by Client to AAS. AAS has the right to discontinue Services without notice to Client if any payment becomes delinquent by more than 7 days, at its sole and absolute discretion.
Due to the highly sensitive nature of the Services, and Client’s ethical obligations, the Parties hereby agree to the Confidentiality Annex, hereto attached as Annex 1.
7.1 Assignment of Rights. AAS assigns to the Client its entire right, title and interest in anything created or developed by the Customer for the Client under this Agreement (the “Work Product”). The Work Product shall include the marketing content created by AAS for the Client, provided that the Client has met and continues to meet all payment obligations hereunder, and that Client using the Work Product only for its intended purposes.
7.2 Rights to Funnel. Any funnel created by AAS for the Client shall not be included under the Work Product, and the funnel shall cease to exist upon the effective termination of this Agreement. The Client shall have no rights whatsoever to the funnel, and the funnel cannot be transferred, duplicated, or otherwise used or distributed by the Client.
7.3 AAS’s Reusable Materials. AAS owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“AAS’s Materials”). AAS may include AAS’s Materials in the work performed under this Agreement. AAS retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in AAS’s Materials.
7.4 License. AAS grants the Client a perpetual, royalty-free, nonexclusive, non-transferable, non-sublicensable license to use any of AAS’s Materials incorporated into the work performed by AAS under this Agreement.
8.1 Non-Solicitation of AAS’s Customer Success Managers. AAS and Client agree AAS has invested time, energy, and money into the training of its employees and contractors relating to the provided Services. Consequently, AAS and Client agree that while this Agreement is in effect and for the period of not less than one (2) years thereafter, in consideration of the Services provided by AAS hereunder, Client shall not, directly or indirectly, for himself or as principal, agent, independent contractor, consultant, director, officer, member, or employee of any other person, firm, corporation, partnership, company, association, business or other entity, solicit, attempt to contract with, or enter into a contractual or business relationship of any kind with any of AAS’s employees and/or contractors that the Client has been in contact with during the Term of the Agreement. Both AAS and Client hereto acknowledge and agree that each individual breach of the non-solicitation of AAS’ employees and/or contractors described above shall give rise to liquidated damages in the amount of $10,000 per occurrence, and these liquidated damages shall not be considered penalties. Further, these damages may be charged by AAS without prejudice to any other remedy available to it under applicable law. Both AAS and Client further acknowledge that (i) the amount of loss or damages likely to be incurred by AAS is incapable or is difficult to precisely estimate, (ii) the amounts specified above bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by AAS, and (iii) both AAS and Client are sophisticated business parties and have negotiated this Agreement at arm’s length.
9.1 Warranty. The Client must report any deficiencies in AAS’s Services to AAS in writing within 30-days of performance to receive warranty remedies. Software bugs are to be expected and addressed under the terms of the Agreement. Client’s exclusive remedy for any breach of the above warranty shall be the re-performance of AAS’s services. If AAS is unable to re-perform the services, Client shall be entitled to recover the fees paid to AAS for the deficient services if permitted under applicable law. AAS warrants to the Client that the Services will be of the kind and quality designated.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THE AGREEMENT. AAS GIVES NO WARRANTY AND/OR GUARANTEE OF ANY PARTICULAR RESULT OR OUTCOME OF THE SERVICES UNDER THIS AGREEMENT.
9.2 Limited Liability. AAS’ total liability to Client under the Agreement for damages, costs and expenses shall not exceed the total compensation received by AAS under this Agreement during the past 6 months of the Agreement.
IN NO EVENT SHALL AAS, ITS AFFILIATES, SUBSIDIARIES, OWNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, VENDORS, SUCCESSORS, AND ASSIGNS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, OR ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR WITH ANY DELAY OF OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT, INFORMATION, SOFTWARE, AND/OR PRODUCTS OBTAINED THROUGH THE SERVICES, THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ITEMS, OR OTHERWISE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FURTHER, SUCH PARTIES SHALL NOT BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE CONTENT, INFORMATION OR SERVICES PROVIDED BY OR KNOW-HOW OR OTHER INFORMATION CONTAINED WITHIN THE SERVICES.
9.3 Indemnification. Client hereby agrees to indemnify and hold harmless AAS, and its directors, subsidiaries, officers, and contractors, from and against any and all claims, demands, and actions, and any liabilities, damages, or expenses incurred resulting from the Client’s breach of this Agreement or applicable law, including reasonable attorneys’ fees, arising out of or relating to this Agreement.
9.4 Force Majeure. Neither Party shall be held responsible for any delay or failure in performance under this Agreement caused by Force Majeure. The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure event, specifying the nature and expected duration of the event. The affected Party shall make all reasonable efforts to mitigate the impact of the Force Majeure event on its performance under this Agreement. The time for performance of any affected obligations under this Agreement shall be extended for a period equal to the duration of the Force Majeure event, provided that the affected Party continues to use reasonable efforts to perform its obligations.
10.1 Term of Agreement. This Agreement will become effective upon the Effective Date. All Agreements shall be subject to the Minimum Term, during which the Agreement may not be terminated the Client. If the Client terminates this Agreement during the Minimum Term, or if AAS has to terminate the Agreement during the Minimum Term due to the Client (a) breaching this Agreement or applicable law; or (b) otherwise behaving or acting in a way that makes it impossible for AAS to continue to provide its Services hereunder, the Client shall remain liable to pay the full fees that would otherwise have been paid during the entire Minimum Term, had the Agreement not been terminated, and regardless of whether or not AAS has met the performance guarantee as specified in Section 3.3 of these Terms of Service.
10.2 Termination By Client. Upon expiry of the Minimum Term, Client must provide a 30-day written notice of its intention to terminate the Agreement, unless another notice term has been specified as part of a Plan on the commencement date of the Agreement (as evidenced in writing in the electronic services receipt to be sent to the Client after sign-up). Upon expiry of the 30-day notice period, no additional charges shall be incurred by the Client. The Client is required to give notice in writing to noticeofcancellation@advattorneysupport.com.
10.3 Termination For Cause by AAS.
a. Material Breach. AAS may terminate this Agreement immediately in the event that the Client commits a material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach.
b. Non-Payment. AAS reserves the right to suspend or terminate Services in the event of the Client’s failure to make timely payments as outlined in this Agreement. Termination due to non-payment shall not relieve the Client of its payment obligations for Services rendered or fees incurred prior to the termination date, which shall include all fees due during the Minimum Term.
10.4 Termination Without Cause by AAS. AAS may terminate this Agreement without cause by providing written notice to the Client with at least thirty (30) days’ notice prior to the intended termination date. In the event of such termination, the Client shall be responsible for all fees and charges incurred up to the date of termination, including any unpaid fees for services already rendered.
10.5 Consequences of Termination. Upon termination of this Agreement for any reason, AAS shall promptly cease all services and relinquish control of the Client’s digital assets in accordance with the terms of this Agreement. The Client shall remain liable to pay for all Services provided up until the termination becoming effective.
10.6 Survival of Provisions. Termination shall not affect any provisions of this Agreement that, by their nature, are intended to survive termination, including but not limited to confidentiality, intellectual property rights, and payment obligations.
11.1 Sub-Contractors. AAS has the right to engage subcontractors to perform the Services under the Agreement, either whole or in part. These third parties will enter into relevant confidentiality obligations.
11.2 Relationship. AAS and the Client are deemed to be independent contractors of one another and nothing in this Agreement suggests that the Client and AAS intend to create a joint venture, partnership, agency, or employee/employer relationship.
11.3 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
11.4 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged and agreed to in writing.
11.5 Assignment. The Client may not assign this Agreement without the prior written consent of AAS.
11.6 Amendments. AAS reserves the right to amend these Terms of Service at any time. Amendments may be made for various reasons, including changes in the law, improved services, or operational considerations. AAS shall provide written notice to the Client of any changes and their effective date. Upon receiving notice of the proposed amendments, the Client has a period of 30 days to review and consider the changes. During this period, the Client may decide whether to accept or reject the amendments (the latter may lead to termination of the Agreement). If the Client does not provide written notice of rejection within 30 days after receiving notice, this will be construed as consent to the amendments. The Client will be deemed to have agreed to the updated Terms of Service.
11.7 Severability. In the event that any of the provisions of this Agreement shall be held by a court to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.
11.8 Electronic Signatures. This Agreement may be executed and delivered by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. The Parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
11.9 Notices. All notices and other communications in connection with the Agreement shall be in writing and shall be considered given as follows:
12.1 Applicable Law and Venue. The laws of the State of Florida shall govern the Agreement. The venue for any legal action to enforce the terms of The Agreement will be in Jacksonville, Florida, and both Parties expressly submit to the jurisdiction of the state and federal courts located in Florida.
12.2 Dispute Under Agreement. Any dispute, controversy, or claim arising out of or relating to this Agreement, its interpretation, enforcement, breach, or validity, including claims for specific performance or injunctive relief, shall be submitted to JAMS for arbitration in accordance with its Comprehensive Arbitration Rules and Procedures, provided, however, that any Party may seek preliminary injunctive relief from a court of competent jurisdiction before the arbitration panel is appointed. The arbitration shall take place in Los Angeles, California, unless otherwise agreed upon by the Parties in writing. The Party initiating the arbitration shall be responsible for the payment of the initial filing fee. In the event that the arbitration panel determines that the claim or claims asserted in the arbitration were unfounded or brought in bad faith, the Party initiating such unfounded or bad faith claims shall be responsible for reimbursing the other Party for all reasonable arbitration fees and expenses incurred, including the filing fee paid by the other Party. The arbitration award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.
1. Definitions
For the purposes of the Agreement, “Confidential Information” refers to any information disclosed by the Parties in connection with the provision of the Services, that is not publicly available and is reasonably considered to be confidential or proprietary. Confidential Information encompasses a broad range of data and materials, specifically including:
It is expressly acknowledged and agreed that the Confidential Information also includes any information that is produced, developed, or derived from the original Confidential Information. Both parties recognize the sensitivity and importance of the Confidential Information and shall exercise utmost care and diligence to safeguard its confidentiality and integrity.
2. Obligations of Confidentiality
a. Duty of Care: Both Parties agree to exercise the same degree of care and protection in safeguarding the Confidential Information of the other Party as they would with their own confidential and proprietary information. Each Party shall take reasonable measures to prevent unauthorized access, use, or disclosure of the Confidential Information.
b. Non-Disclosure: Neither Party shall disclose, provide, or make available the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, except as required by applicable law or as necessary for the performance of the Services under the Agreement.
c. Employee and Contractor Obligations: Each party shall ensure that its employees, contractors, and agents who have access to the other party’s Confidential Information are bound by confidentiality obligations no less restrictive than those set forth in this Annex.
3. Security Measures
a. Data Security: AAS shall implement and maintain industry-standard security measures to protect the confidentiality, integrity, and availability of the Confidential Information. These measures shall include encryption, firewalls, access controls, and intrusion detection systems.
b. Personnel Training: AAS shall provide ongoing training to its employees and contractors regarding the importance of confidentiality and the security measures in place to protect Confidential Information.
4. Permitted Disclosure
a. Legal Requirement: If either party is required by law, regulation, court order, or governmental authority to disclose the Confidential Information, that party shall provide prompt written notice to the other party to allow for appropriate legal action to protect the Confidential Information.
5. Survival
a. Survival of Obligations: The obligations of confidentiality and security set forth in this Annex shall survive the termination or expiration of the Agreement indefinitely.
