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docSTAR Eclipse Legal Agreements
The future of affordable document management is here!
Rules of Use
docSTAR Eclipse Rules of Use Please Note: By using the docSTAR Eclipse System by docSTAR, a division of Astria Solutions Group, LLC (together “docSTAR”), the Customer and each End User agrees to comply with these docSTAR Eclipse Rules of Use which are subject to change at any time. A current version of these Rules of Use will be posted at the docSTAR Eclipse website at http://www.eclipse.docstar.com and any changes will become effective at the time of posting. All End Users should check the posted Rules of Use regularly to review any updates. The following uses of the docSTAR Eclipse System are not allowed: 1. Transmitting chain letters, junk e-mail or facsimiles, spamming or any duplicative or unsolicited messages (commercial or otherwise). This prohibition extends to the sending of unsolicited mailings from another service which in any way implicates the use of the docSTAR Eclipse System. 2. Harvesting or otherwise collecting information about others, including e-mail addresses and personally identifiable health or financial information, without their knowledge, authorization or consent. 3. Creating a false identity or forged e-mail, telephone, or facsimile address or header, incorporating a false subject line, return address or transmission path, or making any other attempt to mislead others as to the identity of the sender or the origin of the message. 4. Transmitting, uploading, saving or otherwise using the docSTAR Eclipse System with respect to any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic or otherwise objectionable material of any kind or nature. All content must conform to reasonable standards of decency. 5. Transmitting, uploading, saving or otherwise using the docSTAR Eclipse System in a manner that may infringe upon the intellectual property rights or other rights of third parties. 6. Using docSTAR Eclipse System to libel, defame or slander any person, or infringe upon any person’s privacy rights. 7. Transmitting, uploading, saving or otherwise using the docSTAR Eclipse System with respect to mail bombs (substantial volumes of electronic messages to a single recipient over a short period of time or messages of substantial size to a single recipient intended to exhaust the recipient's mailbox capacity) or any material that contains viruses, trojan horses, worms, time bombs, cancel bots, or other harmful or deleterious programs. 8. Violating any federal, state or local laws, rules or regulations related to the electronic transmission of data including, but not limited to, (a) transmission of personally identifiable health or financial information; (b) exportation or re-exportation of technical data or software without first obtaining any required export license or governmental approval; (c) child pornography or solicitation of minors; and (d) solicitation of funds. 9. Interfering with or disrupting any networks connected to the docSTAR Eclipse System, including third party networks, or violating the regulations, policies or procedures of such networks. 10. Gaining or attempting to gain unauthorized access to the docSTAR Eclipse System, the docSTAR Eclipse Website, Network Provider, or to any third party’s information or data. 11. Interfering with another user’s use of the docSTAR Eclipse System. 12. Engaging in any other activity that could subject docSTAR, its Network Provider or any of its service providers to criminal liability, civil penalty or judgment. Disclosure of Contact Information. docSTAR may disclose identification and contact information about Customer and its End Users without Customer or End User consent under the following circumstances: (a) as required by law or a court order; (b) to an addressee or the intended recipient of an electronic message transmitted by or through the docSTAR Eclipse System; (c) to governmental authorities upon request and in order to protect and defend the rights, property, business or reputation of docSTAR, its affiliates, subsidiaries, divisions and/or docSTAR Eclipse System service providers; and/or (d) to respond to governmental and third party claims that the docSTAR Eclipse System is being used for illegal or improper activities. Under U.S. law, docSTAR, its Network Provider, and its other service providers may have an affirmative duty to the public to report unlawful activity including but not limited to reporting to the Federal Government’s Cyber Tip Line knowledge of any facts or circumstances of online child pornography. Confidentiality of Customer Documents. Customer represents and warrants that it has the legal right to possess, use or view any and all electronic data it transmits using the docSTAR Eclipse System. docSTAR will use commercially reasonable means to maintain the confidentiality of the Customer’s data, documentation and information stored or transmitted using the docSTAR Eclipse System. Notwithstanding the foregoing, docSTAR may disclose such Customer data, with or without Customer consent, to the extent that disclosure of any such material is required by law, by order of a governmental agency, by court order and to the extent necessary for docSTAR to fulfill its obligations under the End-User License Agreement or any other agreement between the Customer, End-User and/or docSTAR. Customer Equipment and Software. Customer shall, at its own expense, provide all necessary preparations and equipment required to meet and/or comply with the then-current use, maintenance and installation specifications for the docSTAR Eclipse System. Unless otherwise agreed to by the parties in writing, Customer shall be solely responsible for the selection, use, installation, maintenance, configuration and compatibility of equipment and software not provided by docSTAR notwithstanding any specification or recommendation therefore. In the event that such equipment or software becomes obsolete, requires updates or maintenance or otherwise prevents or impairs Customer’s use of the docSTAR Eclipse System, Customer shall nonetheless be liable for payment to docSTAR for use of the docSTAR Eclipse System. Customer is responsible for using up-to-date, local anti-virus software and docSTAR will not be responsible for infection of end-user devices, lost data or any other consequences resulting from Customer’s failure to maintain protection. Customer is responsible for configuration of their Internet firewall to allow all necessary ports to be used. Upon notice from docSTAR that the equipment or software not provided by docSTAR is causing, or is likely to cause, a hazard, interference or obstruction, Customer shall eliminate such hazard, interference or obstruction. docSTAR reserves the right to discontinue the services provided through the docSTAR Eclipse System if Customer fails to timely and fully comply with this provision unless and until the situation is corrected. Login and Password Protection. In order to access the docSTAR Eclipse System, docSTAR shall provide Customer and each End User with a login code and password for security purposes. Customer and each End User shall take such actions as are necessary in order for it to maintain the confidentiality of, and in order to prevent the unauthorized use of, each login code and password. Customer agrees to notify docSTAR immediately in writing if Customer has determined, or has reason to believe, that an unauthorized party has gained access to a login code or password. Customer is solely responsible for maintaining Customer’s desired level of security with respect to login identifiers and passwords including but not limited to changing passwords periodically and choosing passwords that are of appropriate length and configuration (e.g., mixed alpha and numeric text). Reliance on Customer Data. Customer authorizes docSTAR to rely on any information entered by Customer or its End Users in connection with the use of the docSTAR Eclipse System and/or instructions set forth in any data transmission using the login code or password, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the use of the docSTAR Eclipse System. Technical Support. If Customer or its End Users encounter a problem in using the docSTAR Eclipse System that cannot be resolved by the retailer from whom Customer purchased its License and/or reference to the documentation provided by docSTAR, Customer may request technical support from docSTAR which will be provided to Customer on a time and materials basis at docSTAR’s then-current rates. Technical support is available between the hours of 9:00 a.m. and 8:00 p.m. EST, Monday through Friday (excluding national holidays). All technical support requests must be in writing and provide sufficient detail of the problem encountered. Commercially reasonable efforts will be used to acknowledge technical support requests in the order received within one (1) business day after receipt. Any technical support services provided by docSTAR to Customer shall be pursuant to a Work Order signed by both parties. Termination of Services. In the event that docSTAR is unable to continue providing hosting or other virtual internet Services to Customer, docSTAR will use commercially reasonable means to provide Customer with prior written notice and to provide access to data backups and information such as application settings and utilities that may be needed to facilitate a transition of Customer’s service to Customer’s alternative provider. Customer Responsibilities: It will be the Customer’s responsibility to maintain current profile information for their administrators in order to receive notifications. Contact Information. All inquiries regarding subscription of new accounts or addition of services should be addressed to the retailer from whom you obtained the License or your docSTAR Sales Representative. Should you have any questions concerning these Rules of Use or to obtain additional subscriptions or services, please contact or write: DocSTAR, 2165 Technology Drive, Schenectady, NY 12308-1143.
Service Level Agreement
docSTAR® Eclipse Service Level Availability Policy This Service Level Availability Policy (“Policy”) describes certain performance policies related to the services available through the docSTAR Eclipse System provided by docSTAR, a division of Astria Solutions Group, LLC (together “docSTAR”). docSTAR shall use commercially reasonable means to provide access to the docSTAR Eclipse System consistent with this Policy which is subject to change at any time. A current version of this Policy will be posted at the docSTAR Eclipse website at http://www.eclipse.docstar.com and any changes will become effective at the time of posting. All Customers should check the posted Policy regularly to review any updates. Customer is responsible for properly maintaining the functional operation of all workstation equipment including connectivity to the Internet. Prior to contacting docSTAR or its service providers regarding any connectivity problems with respect to the docSTAR Eclipse System, the Customer will verify that it is able to reach major internet sites such as www.msn.com or www.yahoo.com. Definitions. For purposes of this Policy, the following definitions shall apply: “Services” shall mean providing Customer with access to the data center network, shared hosted applications, Customer’s servers and Customer’s data; “Exceptions” shall mean those maintenance windows and other access disruptions set forth in the “Exceptions” section below; and “Service Availability” means the percentage of a particular month that access to docSTAR’s Services are available calculated as follows: The number of hours the Service is available to Customer PLUS The number of hours the Service is unavailable to Customer due to Exceptions DIVIDED BY The total number of hours in that month Exceptions. Any failure or deficiency of Service Availability caused by or associated with the following shall be considered Exceptions for purposes of this Policy: - Circumstances beyond docSTAR’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services (including network and internet service providers), virus attacks or hackers, failure of third party software, inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services, and/or outages elsewhere on the Internet that hinder or delay access to the Services. - Failure of access circuits to the docSTAR data center network unless such failure is caused solely by the gross negligence or willful misconduct of docSTAR. - Scheduled routine maintenance of and/or upgrades to the server, website, software, network or any other component of the docSTAR Eclipse System by docSTAR or its third party service providers. Such maintenance often requires taking servers off-line and docSTAR will use commercially reasonable efforts to perform such maintenance during off-peak hours as set forth in the following chart: docSTAR Eclipse – Scheduled Maintenance Windows Days of the Week Times (EST/EDT) Monday-Saturday 11:00pm to 02:00am Sunday 6:00pm to 12:00am docSTAR will use commercially reasonable efforts to provide Customer with at least 24-hours prior written notice (which notice may be transmitted to Customer via electronic communications and/or posting to the Services website). It is the responsibility of the Customer’s designated administrator to notify all Customer’s End Users of scheduled service unavailability. - Emergency maintenance of the website, software, network or any other component of the docSTAR Eclipse System by docSTAR or its third party service providers. docSTAR will use commercially reasonable efforts to provide Customer with as much prior written notice as possible (which notice may be transmitted to Customer via electronic communications and/or posting to the Services website). - Customer’s acts or omissions including but not limited to the acts or omissions of Customer’s employees, contractors, agents, End-Users or others who gain access to the docSTAR Eclipse System via the Customer login identifier or password. - Customer’s violation of any agreements between Customer and docSTAR including but not limited to the docSTAR Eclipse System Terms of Use, the docSTAR Eclipse Software License Agreement and/or any order form related to the docSTAR Eclipse System. Service Availability Level. docSTAR will use commercially reasonable efforts to provide Customer with 99.9% Service Availability. Credit. If the Service Availability is less than 99.9%, Customer may request a credit against future charges and fees in accordance with the following schedule: Service Availability Credit Percentage 99.9 to l00% 0% 98% to 99.8% 5% 95% to 97.9% 10% 90% to 94.9% 15% 89.9% or below 20% To request and receive a credit, the Customer must make a written request by sending an e-mail message to your docSTAR Reseller or directly to docSTAR at tpolidore@docstar.com Any such request must include the dates and times that the Services were unavailable and must be received by docSTAR within ten (10) days after the end of the calendar month during which the Customer’s Services were not available. If the Services unavailability is confirmed by docSTAR, credits will be applied against the billing cycle next following docSTAR’s receipt of the Customer’s credit request. Customer may only use such credits towards outstanding or future billing charges and is not entitled to a refund of any Services fees. Notwithstanding anything to the contrary herein, the total amount credited to Customer in a particular month under this Policy shall not exceed the total Services subscription and/or hosting fee paid by Customer for that month in which the credit is issued.
End-User License Agreement
End-User License Agreement IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) (“you”) and Astria Solutions Group, LLC (“ASG”) for the docSTAR software that accompanies this EULA as well as the associated media, printed materials, "online" or electronic documentation, and/or Internet-based services provided to you by ASG (the "Licensed Property"). YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING OR OTHERWISE USING THE LICENSED PROPERTY. BY USING THIS LICENSED PROPERTY, YOU ALSO AGREE TO ABIDE BY THE RULES OF USE POSTED TO ASG’S WEBSITE FROM TIME TO TIME. THIS LICENSE MAY BE REVOKED, SUSPENDED OR TERMINATED BY ASG AT ANY TIME IF YOU FAIL TO PAY APPLICABLE FEES OR OTHERWISE FAIL TO COMPLY WITH THE TERMS OF THIS AGREEMENT AND/OR THE APPLICABLE RULES OF USE. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE LICENSED PROPERTY. Reservation of Title. The Licensed Property is licensed, not sold. You may use the Licensed Property only as specifically permitted in this EULA. As between ASG and you, title to the Licensed Property remains exclusively in ASG and all rights not expressly granted to you in this EULA are reserved by ASG. The Licensed Property contains valuable trade secrets of ASG and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Grant of Limited License. ASG grants to you a non-exclusive license to use the Licensed Property for the limited purposes of providing for your personal or internal business document management needs (the “License”) with no right to sub-license use. You agree to use all reasonable and necessary measures to prevent the unauthorized use of the Licensed Property including, but not limited to, protecting the security of passcode information, if applicable. You may not assign or transfer this License or your rights or obligations under this Agreement to any third party without ASG’s prior written consent. Nothing herein shall be deemed to constitute a grant, transfer, assignment or license to any tradenames, trademarks, service marks, inventions, technology, patents or copyrights owend by ASG or docSTAR. Customer Responsibilities, Restrictions. You agree to pay all fees and charges in connection with the use of the Licensed Property as set forth in any ASG’s then-current price list, which fees and charges may be changed from time to time in ASG’s sole discretion, or such other fees and charges as you and ASG may have otherwise agreed to in writing. Unless you are using ASG’s internet based services, in order to protect yourself from unexpected loss of data, you must make frequent backups of your system’s database and optical media and store such copies in a location safe from conditions that might compromise the integrity of the data stored. Customer Restrictions. Unless otherwise agreed to in writing by ASG, you may not: (a) distribute, sub-license or copy any portion of the Licensed Property, (b) modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Licensed Property, (c) transfer the Licensed Property and/or the License granted herein to another party, (d) prepare derivative works from the Licensed Property, (e) transmit the Licensed Property electronically by any means, (f) use the Licensed Property in multiple computers or multiple user arrangements; or (g) use the Licensed Property for any purpose that is unlawful, illegal, improper or otherwise in violation of this Agreement or the applicable Rules of Use. This License does not authorize you to act as a service bureau or to provide any document management or other services for third parties using the Licensed Property. TO BE CLEAR, YOU MAY NOT USE OR MODIFY THE LICENSED PROPERTY IN ANY MANNER NOT EXPLICITLY PERMITTED BY THIS AGREEMENT. docSTAR Eclipse Online Services. Due to the dynamic nature of the Internet, variation in broadband and differing hardware specifications, ASG cannot and does not guarantee that the docSTAR Eclipse Online Services will always be available or uninterrupted or that the viewing quality will be as good as possible. Notwithstanding, ASG will use commercially reasonable efforts to make the docSTAR Eclipse Online Services available to you to the extent possible and as referenced in ASG’s then-current Service Level Availability Policy as set forth on the docSTAR Eclipse Online Services website at www.docstareclipse??.com. Unless otherwise agreed to in writing signed by both parties, all fees for docSTAR Eclipse Online Services will be pursuant to ASG’s, or applicable ASG Partner’s, then-current fee schedule as it may be modified from time to time. You are responsible for the payment of all taxes related to such fees (with the exception of ASG’s income taxes). All fees for docSTAR Eclipse Online Services will be billed in advance and are non-refundable. Fees for late payments, additional users and/or additional storage will be due and payable within thirty (30) days following receipt of an invoice. If you have authorized payment via ACH transaction, you agree that your authorization does authorize payment of such additional charges and to complete any paperwork required by the financial institutions to affect the same. Enterprise Use of the Licensed Property. If you are using the Licensed Property pursuant to a subscription issued to an enterprise with multiple users, the number of users accessing the Licensed Property at any one time shall not be more than the number of simultaneous run-time licenses the enterprise customer has purchased. You authorize ASG to create a simultaneous run-time data base that collects information concerning, or limits, the number of simultaneous users. You may obtain additional simultaneous run licenses at any time at ASG’s then-current pricing. Contact your dealer for pricing and terms. If you engage in more simultaneous use of the licensed property than you or your enterprise has purchased, then a charge will be assessed equal to three times the then-current price for the excess usage in addition to any other remedies available to ASG at law or in equity. Revocation or Suspension of License. ASG may revoke or suspend your License at any time, without notice, if you do not (a) make timely payments to ASG; and/or (b) do not comply with the terms and conditions set forth in this EULA, the applicable Rules of Use, or any other agreement between you and ASG. Indemnification. You agree to defend, indemnify and hold harmless ASG, its subsidiaries, parent corporations, affiliates, officers, directors, shareholders, employees, agents, successors and assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney’s fees) or liability (collectively, “Losses”) arising from or related to your breach of this Agreement including but not limited to your unauthorized use of the Licensed Property and/or failure to abide by the applicable Rules of Use. Limited Warranty. ASG warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used in accordance with this Agreement and the Rules of Use and with a recommended configuration, the Licensed Property will perform in substantial conformance with the documentation supplied by ASG with the Licensed Property; and (ii) in the case of physical media on which any software is furnished, will be free from significant defects in materials and workmanship under normal use. This limited warranty will be void and of no force and effect if you have breached this EULA, the Rules of Use, or if the software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the software with other than a recommended hardware configuration. Disclaimer of Warranty. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, ASG HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ASG DOES NOT WARRANT THAT THE LICENSED PROPERTY WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR SERVICE AVAILABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASG, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Exclusive Remedy. In the event of a breach of any express or implied warranty with respect to the Licensed Property, you may return the Licensed Property (including all packaging, software and documentation) to ASG and/or the place where you acquired it together with a copy of your receipt and a written description of the problem. Within a reasonable time thereafter, ASG will supply you with a replacement copy of the Licensed Property that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price, at its option. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PROPERTY. Limitation of Liability. In no event will ASG be liable for special, indirect or consequential damages (even if ASG has been advised of the possibility of such damages) arising out of or in connection with this Agreement including but not limited to service availability of online services or your inability to access the software, termination of your account, or any other matter. ASG’s liability for any action related to or arising out of this agreement will not exceed the license fees actually paid to ASG pursuant to this agreement. Neither ASG nor its dealers shall be liable for any damage caused by the loss of any data for any reason, including, without limitation, media failure, or your failure to properly make or store backups. Indemnification. You agree to defend, indemnify and hold harmless ASG, docSTAR, its affiliates, parent company, subsidiaries, dealers and/or network service providers from and against any and all claims and damages arising out of or related to your use of the Licensed, or the use of the Licensed Property by or through your login code or password, whether or not such use was authorized or unauthorized, including but not limited to attorneys fees, consequential, incidental, special or indirect damages (including lost profits). Confidential Information. You agree that the Licensed Property and all other information and documentation you receive from ASG, in whatever form delivered to you (the “Confidential Information”), shall be deemed of confidential, proprietary and trade secret status and shall be held in strict confidence and shall be used only for purposes of exercising the License granted herein. No such Confidential Information shall be disclosed by you, your agents or employees, without ASG’s prior written consent. You agree and acknowledge that the breach of any of your confidentiality obligations will irreparably harm ASG and substantially diminish the value of the ASG’s proprietary rights in the Confidential Information. You further agree that if you breach any of your obligations hereunder, ASG shall, without limiting its other rights or remedies, be entitled to equitable relief (including, but not limited to, injunctive relief) to enforce the obligations hereunder and to protect its proprietary rights. Severability. In the event any provision of the Agreement is held to be unenforceable by a court, the enforceability of the remaining provisions shall not be affected and, in lieu of such unenforceable provision, there shall be added automatically provisions as similar in terms as may be enforceable under applicable law. Term and Termination. This Agreement shall commence on the date that you install or otherwise use the Licensed Property and shall remain in effect for so long as you continue to possess and/or use the Licensed Property. ASG may terminate this Agreement and/or suspend or revoke the License granted to you herein, without prior notice to you, if you breach a material term of this Agreement (including its payment terms). Within ten (10) days following termination of this Agreement, you agree to destroy and/or delete all Licensed Property from your computer system, including any and all copies, and provide ASG with a sworn statement that all such property has been deleted from your computer system and/or destroyed. If you have subscribed to the docSTAR Eclipse Online Services, you may terminate the services at the end of the then-applicable subscription period by providing ASG at least thirty (30) days advance written notice. For a period of sixty (60) days following termination of the docSTAR Eclipse Online Services (for non-payment or any other reason), ASG agrees to provide you with access to your stored documents subject to the storage, retrieval and delivery fees set forth in ASG’s then-current fee schedule. During any such retention period, the terms of this EULA (including the Rules of Use) shall continue in full force and effect; provided, however, that you shall have no right to receive SLA credits. Unless the parties have made other arrangements in a writing signed by both parties, ASG agrees to provide assistance and information to your new service provider for purposes of converting data on a pre-paid time and materials basis at ASG’s then-current hourly rate. If you have not made alternative arrangements within sixty (60) days following termination of this Agreement, your stored documents may be destroyed without further notice to you. US Government Restricted Rights. If you are acquiring the Licensed Property on behalf of the US Government, the following provisions apply. If the Licensed Property is supplied to the Department of Defense ("DOD"), the Licensed Property is subject to "Restricted Rights" as that term is defined in the DOD supplement to the Federal Acquisition Regulations in paragraph 252.227-7013(c)(I) as in existence on January 1, 1996. If the Licensed Property is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the Licensed Property will be as defined in paragraph 52.227-19 of the Federal Acquisition Regulations as in existence on January 1, 1996. Use, duplication, reproduction, or disclosure by the Government is subject to such referenced paragraphs or successor provisions. Governing Law and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to its choice of law rules. All suits concerning any and all matters related to or arising under or by virtue of this Agreement shall be commenced exclusively in either the state or federal courts located in the State of New York and venue of any such action shall rest exclusively in such courts. Miscellaneous. This Agreement shall not constitute, or be deemed to constitute, either party as an employee, agent, partner or joint venturer of the other. Neither party has the authority to bind the other with regard to any third party. This Agreement together with the Rules of Use, the SLA, and the Order Form (if applicable) is the entire agreement between you and ASG relating to the Licensed Property and (a) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter, and (b) prevails over any conflicting additional terms of any quote, order, acknowledgment, or similar communication between the you and ASG or any of its dealers unless specific reference has been made to this EULA. ASG shall not be liable to you for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. The article and section headings in the Agreement are for reference only and shall not enter into the interpretation of the Agreement. The failure of ASG to exercise or enforce any right or provision of this EULA or the Rules of Use shall not constitute a waiver of such right or provision. Contact. Should you have any questions concerning this Agreement, or if you desire to contact ASG for any reason, please contact or write: docSTAR, 2165 Technology Drive, Schenectady, NY 12308-1143.
