Terms of Service​

These CaseGlide Terms and Conditions (the “Terms”) together with any Ordering Document into which these Terms are incorporated by reference, describe and set forth the general legal terms governing the relationship between CaseGlide, LLC. (“CaseGlide”) and the customer identified in the Ordering Document, including any Statement of Work (“Customer”) (collectively, the “Agreement”). The Agreement will become effective when the applicable Ordering Document is executed by authorized representatives of both Parties (the “Effective Date”).

DEFINITIONS

“Access Term” means the period of time during which Customer may access the Platform, as set forth in an Ordering Document

“Confidential Information” means all written or oral information, disclosed by either Party (what about third parties, esp law firms?) to the other, related to the operations of either Party or a third party, that has been identified as confidential or that, by the nature of the circumstances surrounding disclosure, ought reasonably to be treated as confidential.

“CaseGlide IP Rights” means any patent, copyright, trade secret, trademark or other intellectual property right embodied in or related to the CaseGlide Technology.

“CaseGlide Reseller” means an entity that is authorized by CaseGlide to resell or resdistribute the Services

“CaseGlide Technology” means: (a) the Platform, Documentation, and all other software and technology (including, without limitation, audio and visual data and information), documents, software, hardware, products, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used or provided by CaseGlide in connection with the Platform or Services and (b) any modifications, improvements to, or derivative works of, any of the foregoing.

“Customer Information” means all electronic data or information submitted by a Customer User through the Platform, including data, documents, audio, pictures, and video.

“Customer User” means any employee, agent, consultant, vendor, contractor or other representative of Customer who is authorized by Customer to access and use the Platform, including users associated with entities that manage claims or litigation for Customer.

“Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Platform, which materials are designed to facilitate use of the Platform and are provided by CaseGlide to Customer in accordance with the terms of this Agreement, as the foregoing may be updated from time to time by CaseGlide.

“Feedback” has the meaning set forth in Section – PROPRIETARY RIGHTS / Feedback.

“Malicious Code” means software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

“Ordering Document” means an order form, addendum, amendment, schedule, statement of work or other document that identifies the Services purchased and the amounts to be paid by Customer for such Services, but solely to the extent that such document is executed by an individual representing he or she has authority to bind Customer.

“Platform” means software, hardware, technology and intellectual property rights underlying the Platform Services.

“Platform Services” mean the software-as-a-service offerings made generally available by CaseGlide and ordered by Customer pursuant to any Ordering Document, including, to the extent applicable, “Matter Management Services” that enable claims departments to exchange, store, monitor, report, audit, track, and analyze information with in-house, first and third party law firms, and similar entities involved in legal activities (e.g. third party adjusting firms, process service companies, skip tracing companies) in connection with their litigation management and compliance efforts; and “E-Billing Services” that enable law firms to exchange, store, monitor, report, audit, track, and analyze legal invoice information with claims departments in connection with their litigation management and compliance efforts.

“Services” means the provision of the Platform Services and all other services ordered by Customer pursuant to an Ordering Document including Platform integration, Platform Services implementation and configuration, training, support, maintenance, reviews and other professional services.

“Term” has the meaning set forth in Section – TERMS & TERMINATION / Term of Agreement.

SERVICES

Ordering Documents. The Services to be provided by CaseGlide under this Agreement will be described and set forth in one or more Ordering Documents. An Ordering Document may be between: (a) CaseGlide and Customer or a CaseGlide Reseller and Customer, but in either situation, these Terms are binding against both CaseGlide and Customer with respect to Customer’s use and benefit of the Services. Subject to the terms and conditions of this Agreement, CaseGlide will provide the Services to Customer in a workmanlike and professional manner in accordance with industry standards.

Modification. If either Party wishes to change the Services covered by an Ordering Document or wishes to obtain additional services not listed in an Ordering Document, such Party, through an authorized representative, will so advise the other Party, and the Parties will mutually agree upon the changes in the Ordering Document by completing a change Ordering Document or amendment thereto.

PLATFORM

Access Grant. Subject to the terms and conditions contained in this Agreement, CaseGlide grants to Customer solely during the Access Term: (a) a non-exclusive, non-transferable, right to access the applicable Platform Services, solely for use by Customer Users and (b) a non-exclusive, non-transferable and non-sublicenseable right to make a reasonable number of copies of the Documentation solely for Customer’s internal use in connection with access and use of the Platform Services.

Continuous Development. The Parties acknowledge and agree that CaseGlide may continually develop, deliver and provide to Customer ongoing innovation to any Platform Service in the form of new features, functionality, capabilities and services. Accordingly, CaseGlide reserves the right to modify any Platform Service from time to time. Some modifications will be provided to Customer at no additional charge. In the event CaseGlide adds additional functionality to the Platform Service, CaseGlide may condition the implementation of such modifications on Customer’s payment of additional fees, and Customer will not be entitled to such new functionality unless Customer pays such fees, provided Customer may continue to use the version of the Platform that CaseGlide makes generally available (without such features) without paying additional fees.

Disaster Recovery. CaseGlide will maintain business continuity, disaster recovery, and backup capabilities and facilities, in accordance with industry standard practices.

CASEGLIDE SECURITY RESPONSIBILITIES

Security Requirements. CaseGlide will implement and maintain appropriate administrative, physical and technical safeguards (the “Safeguards”) that are designed to prevent collection, use or disclosure of, or access to, Customer Information that is Nonpublic Personal Information (as such terms is defined in the Gramm-Leach-Bliley Act) or “NPI” that this Agreement does not expressly authorize, including, an information security program that is in conformance with industry practice to safeguard NPI. Such information security program will include: (a) reasonable precautions taken with respect to the employment of and access given to any and all CaseGlide personnel furnished or engaged by CaseGlide who have access to the NPI, including security clearances that assign specific access privileges to individuals, (b) an appropriate network security program, including encryption or other secure form of any such NPI that is collected, processed, transmitted, stored, accessed, processed or maintained by CaseGlide through the Platform in accordance with industry standard security practices and (c) business continuity, disaster recovery, and backup capabilities and facilities, in accordance with industry standard practices.

Security Breaches. If there is actual or suspected theft, accidental disclosure, loss, or inability to account for any NPI by CaseGlide or any unauthorized intrusions into CaseGlide’s facilities or secure systems that contain NPI (collectively, “Security Breach”), CaseGlide will promptly: (a) notify Customer; (b) estimate the Security Breach’s effect on Customer; (c) specify the corrective action to be taken; (d) investigate and determine if a Security Breach has occurred and (e) take corrective action to prevent further disclosure. CaseGlide will, as soon as is reasonably practicable, make a report to Customer including details of the Security Breach (including the nature of the NPI disclosed) and the corrective action CaseGlide has taken to prevent further disclosure. CaseGlide will cooperate fully with all government regulatory agencies and law enforcement agencies having jurisdiction and authority for investigating a Security Breach and any known or suspected criminal activity.

Background Checks. CaseGlide will not knowingly permit an employee, contractor or agent to have access to any Customer Information if such employee, contractor or agent has been convicted of a crime for either a felony or a dishonest act or breach of trust, as set forth in Section 19 of the Federal Deposit Insurance Act. Notwithstanding anything in this Agreement to the contrary, CaseGlide will, at its expense, conduct background checks on its employee who will have access (whether physical, remote or otherwise) to Customer facilities, equipment, systems or data.

Insurance. During the Term, CaseGlide will carry and maintain commercially reasonable amounts of ordinary and necessary business insurance, including, without limitation: (a) comprehensive general liability insurance with limits of not less than $1 million per occurrence and $1 million in the aggregate; (b) umbrella liability coverage in an amount not less than $5 million per occurrence and in the aggregate; (c) workers compensation insurance providing the statutory benefits and not less than $1 million of employers’ liability coverage; (d) errors and omissions insurance in an amount not less than $5 million per occurrence and annual aggregate; and (e) commercial crime insurance with limits of not less than $1 per million occurrence and $2 million in the aggregate.

FEES & PAYMENT

Fees. Customer will pay all fees specified in the applicable Ordering Document to Customer’s counterparty to such Ordering Document (i.e., CaseGlide or the CaseGlide Reseller).

Invoicing & Payment. Unless otherwise stated in the applicable Ordering Document: (a) all fees and charges are due net 30 days from the invoice date and (b) all payments made under this Agreement will be in United States dollars.

Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

Invoice Disputes. Except as may otherwise be agreed between Customer and the applicable CaseGlide Reseller, If Customer disputes in good faith any portion of an invoice or any other amount due under this Agreement, Customer will notify CaseGlide or the CaseGlide Reseller (as applicable) within thirty (30) days after receipt of the invoice with an explanation of the nature of the dispute. Unless a written notice of a dispute as to invoiced or due amounts is received by CaseGlide within such thirty (30) day period, the invoice or amount due will be deemed correct and payable in full by Customer.

Unless otherwise stated in an Ordering Document, the fees do not include any local, state, federal or foreign taxes, levies or duties of any nature. Customer is responsible for paying all such taxes, excluding only taxes based on CaseGlide’s or the CaseGlide Reseller’s (as applicable) income. If CaseGlide or CaseGlide Reseller (as applicable) has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides CaseGlide or the applicable CaseGlide Reseller with a valid tax exemption certificate authorized by the appropriate taxing authority.

Accurate Information. Customer will keep CaseGlide informed with complete and accurate billing and contact information at all times.

PROPRIETARY RIGHTS

As between Customer and CaseGlide, CaseGlide owns all right, title and interest in and to the CaseGlide IP Rights and CaseGlide Technology, including any improvements, modifications or enhancements thereto. In the unlikely event that Customer may gain any ownership right in any CaseGlide Technology or CaseGlide IP Rights, Customer hereby assigns and will assign to CaseGlide all right, title and interest in and to any and all CaseGlide Technology created, developed or reduced to practice by or on behalf of Customer or any of its Customer Users, other than the limited license rights granted in this Agreement. Other than as expressly set forth in this Agreement, no license or other rights in or to any CaseGlide Technology or CaseGlide IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.

Customer. As between CaseGlide and Customer, Customer owns all right, title and interest in and to all Customer Information. CaseGlide shall retain the right to use the data of Customer to the extent such data is aggregated and anonymized.

Feedback. Customer may, from time to time, provide suggestions, techniques, know-how, comments, feedback or other input to CaseGlide with respect to the Platform and Service (collectively, “Feedback”). Both Parties agree that any Feedback is and will be given entirely voluntarily. Except as otherwise set forth in a separate, subsequent written agreement between the Parties, CaseGlide will be free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

CONFIDENTIALITY

Ownership. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Without limitation, the terms of this Agreement, the CaseGlide Technology, the CaseGlide IP Rights, and the Documentation will be considered the Confidential Information of CaseGlide.

Obligations. Each Party agrees as follows: (a) to use the Confidential Information only for the purposes described in this Agreement; (b) that such Party will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (c) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (d) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (e) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.

Exceptions. Notwithstanding the foregoing, the provisions of Sections 7.1 and 7.2 will not apply to information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make required court filings.

Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 7, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

WARRANTIES & DISCLAIMERS

Mutual Warranty. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and that it is and shall remain in compliance with all applicable federal, state and local laws, rules and regulations applicable to it.

Services Warranty. CaseGlide warrants that the Services it provides hereunder will be of a professional quality conforming to generally accepted industry standards and practices. If Customer discovers a material deficiency in the Services, then Customer will, within thirty (30) days after identifying the deficient Services, submit to CaseGlide a written report describing the deficiency in reasonable detail, and CaseGlide will re-perform any deficient Services so that they are no longer deficient. THE FOREGOING STATES CASEGLIDE’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S/CUSTOMER USER’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY IN THIS SECTION.

General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ORDERING DOCUMENT, CASEGLIDE AND ITS CASEGLIDE RESELLERS, EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT OR BASED ON A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

INDEMNIFICATION

By CaseGlide. CaseGlide will defend, indemnify and hold Customer harmless against any third-party loss or damage (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the CaseGlide Technology, when used as contemplated hereunder, infringes such third party’s U.S. patents issued as of the Effective Date, or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction within the United States.

Notwithstanding the foregoing, CaseGlide will have no liability for any Claim under this Section 9.1 to the extent that such Claim is based on: (a) Customer’s or any Customer User’s unauthorized use or combination of the CaseGlide Technology with technology not provided by CaseGlide; (b) modification of the CaseGlide Technology by a Customer or any Customer User (each of (a) and (b), a “Customer Indemnity Responsibility”); (c) any third party’s use or combination of the CaseGlide Technology or any part thereof with software, hardware, or other materials not provided by CaseGlide; and (d) any modification of the CaseGlide Technology by a third party.

Infringement. If any CaseGlide Technology is or, in CaseGlide’s opinion, likely to become the subject of any infringement-related Claim, then CaseGlide will, at its expense and in its discretion: (a) procure the right to continue to use the CaseGlide Technology, as applicable or (b) modify or replace any such infringing material to make it non-infringing. If CaseGlide determines that neither of these alternatives is commercially practicable, then CaseGlide may terminate the Agreement and all outstanding Ordering Documents without further liability. THIS IS CASGELIDE’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM THAT THE CASEGLIDE TECHNOLOGY INFRINGES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.

By Customer. Customer will defend, indemnify and hold CaseGlide its affiliates, employees, officers, directors and shareholders harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with Claims made or brought by a third party based on: (a) the Customer Information; (b) any Customer Indemnity Responsibility; (c) any Customer User’s use of the Platform not in accordance with the Documentation or the terms hereof; or (d) any failure or alleged failure of the Customer to comply with any applicable law, rule or regulation, including all federal and/or state privacy laws.

Indemnification Conditions. Any indemnification obligations set forth in this Agreement will be subject to the following conditions: (a) the indemnified party will notify the indemnifying party in writing promptly upon learning of any claim or suit for which indemnification is sought; (b) the indemnifying party will have control of the defense or settlement, provided that the indemnified party will have the right to participate in such defense or settlement with counsel at its selection and at its sole expense; and (c) the indemnified party will reasonably cooperate with the defense, at the indemnifying party’s expense.

LIMITATIONS

Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER UNDER THE APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. NO CASEGLIDE PROVDER AND NO CASEGLIDE RESELLER WILL HAVE LIABILITY TO CUSTOMER RELATED TO ANY SERVICES PERFORMED (OR NOT PERFORMED) PURSUANT TO THIS AGREEMENT.

Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY, OR ANY CASEGLIDE SERVICE PROVIDER OR CASEGLIDE RESELLER, HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY.

Limitation of Action. Except for actions for non-payment or breach of either Party’s intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either Party more than one (1) year after the cause of action has accrued.

Essential Basis of the Agreement. Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in Sections 9 and 10 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

TERM & TERMINATION

Term of Agreement. This Agreement commences on the Effective Date and continues as long as any Ordering Document remains in effect, provided that this Agreement will run for at least one (1) year from the Effective Date unless earlier terminated pursuant to Section 11.2 (the “Term”). Unless otherwise specified in the applicable Ordering Document, each Ordering Document will automatically renew for additional one (1) year terms, provided that either Party may terminate any Ordering Document by giving the other Party written notice of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the then-current term of such Ordering Document.

This Agreement may be terminated by either Party if the other Party: (a) materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach (or provide an acceptable plan for curing such breach) within sixty (60) days after receipt by the breaching Party of written notice specifying the breach; (b) has a receiver, trustee, administrator, or administrative receiver appointed for it or its property; (c) makes an assignment for the benefit of creditors; (d) has any proceedings commenced against it under any bankruptcy, insolvency, or debtor’s relief law, if such proceedings are not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (e) is liquidated or dissolved. Additionally, CaseGlide may terminate this Agreement if Customer fails to timely make any payment due hereunder and fails to cure such default within fifteen (15) days of receiving notice in writing from CaseGlide of such failure.

Surviving Provisions. The following provisions will survive the termination or expiration of this Agreement for any reason and will remain in effect after any such termination or expiration: Sections 5 (FEES and PAYMENTS), 6 (PROPRIETARY RIGHTS), 7 (CONFIDENTIALITY), 8.3 (General Disclaimer), 9 (INDEMNIFICATION), 10 (LIMITATIONS), 11.3 (Surviving Provisions), 11.4 (Effect of Termination), and 12 (GENERAL PROVISIONS).

Effect of Termination. Termination will not relieve either Party of the obligation to pay any fees accrued or payable to the other Party prior to the effective date of termination. Upon termination or expiration of this Agreement: (a) the access granted to Customer to the Platform will immediately terminate and (b) all fees will be immediately due and payable.

GENERAL PROVISIONS

Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties and CaseGlide will be considered an independent contractor when performing any services hereunder. Nothing contained herein will create any right, power or authority for a Party to bind the other Party or otherwise create any duty or obligation for such other Party.

Press Releases; References. Within thirty (30) days after execution of this Agreement, CaseGlide may issue a press release announcing the relationship with Customer, subject to Customer’s approval, which will not be unreasonably withheld. During the Term and at any point thereafter, CaseGlide may publicly refer to Customer orally and in writing, including on CaseGlide’s website and sales presentations, as a customer of CaseGlide and may use Customer’s logo for such purposes.

All notices under this Agreement will be in writing and will be delivered to the addresses first set forth above. Notice will be deemed to have been given upon receipt. Notices to CaseGlide will be addressed to the attention of its Chief Executive Officer, at 701 S. Howard Ave. Ste. 106-124, Tampa, Florida 33606. Notices to Customer will be addressed to the contact specified below. Either Party may change its address for notice by giving notice of such address change in the manner provided herein.

Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

Neither Party may assign any of its rights or obligations hereunder, without the prior express written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement together with all rights and obligations hereunder, upon, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section 12.6 will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Each Party consents to, and agrees that each Party is subject to, the exclusive jurisdiction of the state and federal courts of the State of Florida with respect to any actions for enforcement of or breach of this Agreement.

Export Control Laws. Each Party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.

Force Majeure. Except for the obligation to make payments, nonperformance of either Party will be excused to the extent that performance is rendered impossible by strikes or other labor problems, fire, flood, civil unrest, acts of terror, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party.

Non-Solicitation. During the term of each Ordering Document and for a period of two years thereafter: (a) Customer will not employ or engage, or solicit for employment or engagement, any employee, independent contractor, consultant, agent or representative assigned or recommended by CaseGlide to perform Services hereunder and (b) CaseGlide will not employ or engage, or solicit for employment or engagement, any employee, independent contractor, consultant, agent or representative of Customer with whom CaseGlide had contact in connection with the performance of Services hereunder.

Entire Agreement. This Agreement, including all schedules and addenda hereto, along with all Statements of Work executed hereunder, constitute the entire agreement between the Parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted. Customer agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein nor dependent upon any oral or written, public or private comments made by CaseGlide with respect to future functionality or features for the Platform.

Order of Precedence. In the event of any conflict between the provisions in this Agreement and any Ordering Document, the terms of such Ordering Document will prevail. No terms or conditions stated in an Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.

This Agreement may be executed in counterparts (including counterparts delivered by facsimile or other electronic means), which taken together will form one legal instrument.

The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, will be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The Parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either Party and that ambiguities will not be interpreted against the drafting Party.

Counterparts. This Agreement may be executed in counterparts (including counterparts delivered by facsimile or other electronic means), which taken together will form one legal instrument.

Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, will be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The Parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either Party and that ambiguities will not be interpreted against the drafting Party.