Staffapp MD is an independent contractor and nothing in this Agreement shall be deemed to make Staffapp MD an agent, employee, partner or joint venturer of Customer. Neither party shall have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
Expenses and Attorneys’ Fees
In the event any action, including arbitration, is brought to enforce any provision of this Agreement or any Order or to declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees.
Compliance With Laws
Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement, including, but not limited to HIPAA for Customer’s own Staffapp MD account maintenance, configuration, operation and procedures, including but not limited to, user/admin account access and security. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.
Customer may not assign this Agreement or otherwise transfer any subscription created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Staffapp MD. Any assignment or transfer in violation of this Section shall be null and void.
The provisions set forth in Sections 2, 4, 7.2, 8, 9.6, and 11 of this Agreement shall survive termination or expiration of this Agreement and any applicable subscription hereunder.
Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices to Customer shall be sent to the address provided by Customer to Staffapp MD or the address on file with Staffapp MD. Unless otherwise specified, all notices to Staffapp MD shall be sent to the attention of the CEO. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
Staffapp MD shall not be liable to Customer for any delay or failure of Staffapp MD to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Staffapp MD. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
This Agreement, the Use Policy
, Anti-Spam Policy
are hereby incorporated by reference and constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original. In the event Customer is signing on behalf of a third party, Customer represents and warrants that it has the authority such third party’s agent to bind such third party to this Agreement and that all of Customer’s actions related to this Agreement will be within the scope of such agency relationship. Customer will defend, indemnify, and hold harmless Staffapp MD from all losses resulting from Customer’s alleged breach of the foregoing sentence.
The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
During the term of this Agreement and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Staffapp MD without the prior written consent of Staffapp MD. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Staffapp MD for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Staffapp MD. Violation of this provision shall entitle Staffapp MD to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
Customer agrees to cooperate with Staffapp MD (i) in preparation of at least one (1) press release, where the aforementioned materials can be used in/on Staffapp MD’s Web site, marketing materials, trade shows, public advertisements, and other associated marketing uses (“Staffapp MD Marketing Materials”); and (ii) in preparation of an Staffapp MD sponsored testimonial advertisement to be run in newspapers, magazines, and other publications and for use in Staffapp MD Marketing Materials. The parties agree that Staffapp MD may include Customer’s logo and name on publicly displayed customer lists (including Staffapp MD’s Internet Web site and public advertisements). There shall be a “Powered by Staffapp MD” logo, to be provided by Staffapp MD, in the bottom portion of any of Customer’s Staffapp MD email templates. The Staffapp MD logo shall link directly to the then-current Staffapp MD Web site home page.
No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
Severability and Reformation
Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
Choice of Law
THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION. ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN AUSTIN, TEXAS.