Mattersmith LLC
Services Agreement
This Services Agreement (the “Agreement”) is by and between Mattersmith LLC (“Mattersmith,” “we”, “us” or “our”) and the undersigned party utilizing the Services (as defined below) (“Customer,” “you” or “your”) and governs your access to and use of the Services.
IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ANY PORTION OF THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES.
1. Services; Support.
1.1 Your Account. Mattersmith will provide the services purchased by you (the “Services”) in accordance with these terms. Subject to and conditioned on your continuous compliance with this Agreement and payment of any applicable fees, Mattersmith grants you a non-exclusive, non-sublicensable, non-transferable, limited license to install and access the Services. You will adhere to all laws, rules, and regulations applicable to your use of the Services. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us as soon as reasonably possible if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. If our performance under this Agreement is prevented or delayed by any act or omission of your or your agents, subcontractors, consultants, or employees, we will not be deemed in breach of our obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by you. You may terminate your account and this Agreement at any time in accordance with Section 8.
1.2 Customer Support. During the Term (as defined below) and provided that you have paid the applicable fees for the Services, Mattersmith will use reasonable efforts to provide a workaround for any reproducible programming error in the Services attributable to Mattersmith, with a level of effort commensurate with the severity of the error, as reasonably determined by Mattersmith (collectively, “Customer Support”). Upon identification of any programming error, you must promptly notify Mattersmith of such error and provide Mattersmith with enough information to reproduce the error, including a listing of output and any other data that Mattersmith may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered. Mattersmith will not be responsible for correcting any errors not attributable directly to Mattersmith. You agree that Mattersmith may use third parties to the provide support services on its behalf. You expressly consent to Mattersmith granting such third parties to access your information and data to perform the maintenance and support services for you; provided such third parties are bound by confidentiality obligations no less strenuous than those agreed to by Mattersmith herein and Mattersmith continues to be responsible to you for any services provide by such third party on Mattersmith’s behalf. Customer Support excludes on-site visits, installation and training, file conversion, optional products and services, directories, consulting services, shipping charges or any recommended hardware. In addition, the following are not covered by Customer Support and Mattersmith will not have any obligations with respect to the following: (a) any Services for which fees have not been paid; (b) any problem resulting from the misuse, improper use, alteration or damage of the Services by you that is not resulting from an action or inaction that was authorized by Mattersmith in writing (including email); (c) any problem caused by modifications of the Services not made or authorized by Mattersmith; (d) any problem resulting from any hardware component of your system or any software not developed or provided by Mattersmith, including, without limitation, any computers, disk drives, operating systems, network hardware or software, database or any other hardware or third party software; (e) any problem resulting from the combination of the Services with other programming or equipment to the extent that such combination has not been approved by Mattersmith; and (f) errors in any version of the Services other than the most recent release, provided that Mattersmith will continue to provide services for superseded releases for a reasonable period (not to exceed ninety (90) days).
1.3 Special Support and Consulting. If you require special support for implementing or utilizing the Services in addition to our standard Customer Support, you may request that we provide you a proposal for such support or consulting.
1.4 Professional Services. If you require additional professional services to be provided to you by Mattersmith (the “Professional Services”) in addition to the consultation and configuration services described in the Services Description, the Professional Services will be subject to a separate statement of work agreed to by Mattersmith and you, pursuant to terms and conditions agreed to by Mattersmith and you separate from this Agreement.
2. Changes to Services. Mattersmith reserves the right to change or terminate any of the Services or change or remove features or functionality of the Services at any time with forty-five (45) days’ prior written notice, although we will not terminate any Services during the term for which you have previously paid for Services. We will notify you with forty-five (45) days’ prior written notice of any material change to or termination of the Services.
3. Our Responsibilities. Our responsibilities are detailed in the Services Description, Customer Support and any other statement of work which is executed by authorized Mattersmith personnel.
4. Your Responsibilities. The performance of the Services is dependent upon you performing the following responsibilities at your own expense. You will:
4.1 designate a person (the "Project Manager"), to whom all communications relative to the Services will be addressed and who will have the authority to act on your behalf for all matters, including but not limited to serving as the interface between our team and all of your departments participating in the Services; obtaining and providing applicable, complete and accurate information, data, consents, decisions and approvals as required by us to perform the Services, within five (5) business days of our request; and helping resolve Services issues and escalate issues within your organization for resolution;
4.2 make your Project Manager and other necessary personnel available to assist Mattersmith in the performance of the Services;
4.3 within thirty (30) days of being granted access to the Services, provide written notice to Mattersmith of your acceptance of the Services; provided, however, that if you fail to reject the Services during this thirty (30) day period, you automatically will be deemed to have accepted the Services;
4.4 promptly notify Mattersmith if the Services are not performing in compliance with the Services Description;
4.5 ensure that current maintenance and license agreements are in place with applicable vendors for those products and services upon which we are relying to provide the Services. Such agreements must allow Mattersmith to leverage existing support and maintenance contracts on your behalf;
4.6 agree that Mattersmith may utilize the contact information you have provided in connection with Services or in furtherance of our business relationship with you. This contact information can be stored, disclosed internally and processed by us and our business partners and subcontractors wherever they do business, solely for the purpose of providing and enhancing the Services, consistent with applicable privacy laws;
4.7 obtain any licenses or approvals necessary for Mattersmith or its subcontractors to use and access any of your information technology resources to the extent necessary for Mattersmith to perform the Services. We will be relieved of our obligations to the extent your failure to promptly obtain such licenses or approvals adversely affects our ability to perform the Services;
4.8 be responsible for the content of any databases, the selection and implementation of controls on their access and use, backup and recovery, and the security of any stored data. This security will also include any procedures necessary to safeguard the integrity and security of software and data used by us in performing the Services from access by unauthorized personnel;
4.9 be solely responsible for acquiring and maintaining all of the equipment, software and services necessary to access and make use of the Services, including without limitation paying all fees and other costs related to internet access and for configuration changes that may be required to route activity to the Services. You may access the Services only through the interfaces and protocols provided or authorized by Mattersmith and its partners and you agree to set up, maintain and use the Services in strict compliance with Mattersmith’s and its partners’ instructions. You agree that you will not access the Services through unauthorized means;
4.10 not use, export, import or transfer the Services or any results thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services and any other applicable laws. In particular, but without limitation, the Services and any results thereof may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone of the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services or technology provided by Mattersmith are subject to the export control laws and regulations of the United States. You agree to comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Services, or any portion thereof or result therefrom, either directly or indirectly, to any country in violation of such laws and regulations; and
4.11 grant Mattersmith and its partners a nonexclusive, worldwide, fully paid-up, royalty-free license to use, transfer, display, minimize and compress the content and material on your web sites, in any media formats, solely as necessary for the performance of the Services.
5. COVENANTS. YOU AGREE THAT YOU WILL NOT:
5.1 INSTALL OR ACCESS THE SERVICES ON ANY COMPUTER OTHER THAN A COMPUTER OWNED OR LEASED, AND CONTROLLED, BY YOU;
5.2 DISTRIBUTE, RENT, LOAN, LEASE, SELL, SUBLICENSE, TRANSFER OR OTHERWISE PROVIDE ALL OR ANY PORTION OF THE SERVICES TO ANY PERSON OR ENTITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AS EXPRESSLY AUTHORIZED IN WRITING BY MATTERSMITH;
5.3 PROVIDE OR MAKE AVAILABLE ANY FEATURES OR FUNCTIONALITY OF THE SERVICES TO ANY PERSON OR ENTITY, WHETHER OR NOT OVER A NETWORK AND WHETHER OR NOT ON A HOSTED BASIS;
5.4 INSTALL OR ACCESS, OR ALLOW THE INSTALLATION OF OR ACCESS, THE SERVICES OVER THE INTERNET OR OTHER NON-LOCAL NETWORK, INCLUDING, WITHOUT LIMITATION, USE IN CONNECTION WITH A WIDE AREA NETWORK (WAN), VIRTUAL PRIVATE NETWORK (VPN), VIRTUALIZATION, WEB HOSTING, TIME-SHARING, SERVICE BUREAU, SOFTWARE AS A SERVICE, CLOUD OR OTHER SERVICE OR TECHNOLOGY;
5.5 REMOVE, ALTER OR OBSCURE ANY PROPRIETARY NOTICES, LABELS OR MARKS IN THE SERVICES;
5.6 DECOMPILE, DISASSEMBLE OR OTHERWISE REVERSE ENGINEER THE SERVICES;
5.7 TRANSLATE, ADAPT, ARRANGE, OR CREATE DERIVATIVE WORKS BASED ON, OR OTHERWISE MODIFY THE SERVICES MATERIALS FOR ANY PURPOSE;
5.8 UTILIZE ANY EQUIPMENT, DEVICE, SOFTWARE, OR OTHER MEANS TO (OR DESIGNED TO) CIRCUMVENT OR REMOVE ANY FORM OF TECHNICAL PROTECTION USED BY MATTERSMITH IN CONNECTION WITH THE SERVICES; AND
5.9 BYPASS OR DELETE ANY FUNCTIONALITY OR TECHNICAL LIMITATIONS OF THE SERVICES THAT (OR THAT ARE DESIGNED TO) PREVENT OR INHIBIT THE UNAUTHORIZED COPYING OF, INSTALLATION OR ACCESS TO THE SERVICES.
6. Fees and Payment
6.1. Mattersmith Estimated Fees. We invoice for the Services on a monthly basis for Services provided in the monthly period immediately preceding the date of the invoice. The fees invoiced to you will reflect your actual usage of the Services. All invoices are due and payable within 30 days of receipt of the invoice. We reserve the right to suspend the Services if a payment is more than thirty (30) days past due or require payment of a deposit if we perceive a risk of your non-payment. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. We may increase or add new fees and charges for any existing Services by giving you at least thirty (30) days’ advance notice. For avoidance of doubt, notwithstanding anything to the contrary in this section 6.1, payments are due on the date of invoice and shall be deemed late if not paid within thirty (30) days from the invoice date.
6.2 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax, all of which you agree to pay. You agree to provide us the information we reasonably require to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you agree to provide us with legally-sufficient tax exemption certificates for each taxing jurisdiction for which you claim an exemption. If any deduction or withholding is required by the local law applicable to you, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that you pay us, after any such withholding, equals the amount we would have received if no withholding had been required. Additionally, you will provide us with sufficient documentation to verify that the withheld amounts have been paid to the relevant taxing authority.
7. Suspension of Services. We may suspend your access or use of the Services immediately upon notice to you if we determine that: (a) your use of the Services poses a security risk to the Services or any third party or will adversely impact the Services of any other Mattersmith customer, or (b) you are in breach of this Agreement, including but not limited to if you are delinquent on your payment obligations for more than thirty (30) days. If we suspend your right to access or use the Services, you remain responsible for all fees and charges you have incurred through the date of suspension.
8. Term; Termination. The term of this Agreement will commence on your acceptance of the Agreement and will remain in effect until terminated pursuant to this Section 8 (the “Term”). You or we may terminate this Agreement by providing thirty (30) days advance written notice to the other party, and upon the end of such thirty (30) day notice period, this Agreement and the parties’ rights under this Agreement shall terminate (except as provided below). You or we may terminate this Agreement immediately by providing written notice to the other party in the event of a material breach of this Agreement. Upon any termination of this Agreement: (a) all your rights under this Agreement immediately terminate; (b) you remain responsible for all fees and charges you have incurred, including fees and charges for in-process tasks completed after the date of termination, and (c) any provision of this Agreement which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to the following Sections: 5 (Covenants); 6 (Fees and Payment); 9 (Proprietary Rights); 10 (Indemnification); 11 (Disclaimers); 12 (Limitation of Liability); and 14 (Miscellaneous).
9. Proprietary Rights.
9.1 Your Information. You own all right, title, and interest in and to the Confidential Information (as defined below) you enter into the Services (“Your Information”).We agree that we may only use Your Information for purposes of providing you the Services and for no other use. We may only disclose Your Information to third parties engaged to provide you such Services who also may not use Your Information for any other use. We may disclose Your Information to comply with any request of a governmental or regulatory body (including but not limited to subpoenas or court orders). You agree that we may own and use and you hereby assign to us any submissions, feedback or suggestions you provide us regarding the Services. We agree that we may only use your name and logos in marketing and promotional materials upon prior written consent in each instance.
9.2 Ownership of Services. We or our affiliates or licensors own and reserve all right, title, and interest in and to the Services. Except as provided in Section 1, you obtain no rights under this Agreement from us or our licensors to the Services, including any related intellectual property rights. All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
9.3 Confidentiality. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Services, the Professional Services, their performance (including any benchmarking information) and Mattersmith's pricing of the Services and the Professional Services. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party agrees that it will (i) use Confidential Information for the sole purpose of exercising its rights and performing its obligations under this Agreement, (ii) divulge Confidential Information only to those of its employees, directors, independent consultants or agents who have a need to know such Confidential Information and who are bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement and be responsible for the breach of any such parties’ breach of this Section 9.3, and (iii) except as otherwise permitted in this Agreement, not disclose any Confidential Information to any third party. The Receiving Party shall as soon as reasonably possible notify and cooperate with the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to comply with an order from a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, provided the Receiving Party, to the extent permitted by law and as soon as reasonably practicable under the circumstances, informs the Disclosing Party and allows the Disclosing Party the opportunity to object to the disclosure order or to take action to preserve the confidentiality of the information. The Receiving Party shall cooperate with the Disclosing Party in the Disclosing Party's reasonable efforts to limit the disclosure of the information. You acknowledge, understand and agree that Mattersmith collects, stores and uses information obtained from you, including, but not limited to, information about your users and customers for the purposes of the provision of the Services, and we may use such information in an aggregated and anonymized format (only) for analysis and improvement of the Services. Upon termination of this Agreement for any or no reason, the Receiving Party shall (A) immediately cease all use of the Disclosing Party's Confidential Information, and (B) at the instruction of the Disclosing Party, either promptly destroy all Confidential Information of the Disclosing Party or return all Confidential Information of the Disclosing Party. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 9.3, the Disclosing Party shall 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.
10. Indemnification. Each party will defend, indemnify, and hold harmless the other party, the other party’s affiliates and licensors, and each of such other party’s respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Liabilities”) brought by a third party and arising out of or relating to: (a) any material breach of this Agreement by such party; and (b) limited to Mattersmith’s right to receive indemnification from you, any third party claim concerning your use of the Services (including any activities under your Mattersmith account and use by your employees and personnel), other than Liabilities determined by a court of competent jurisdiction to have primarily resulted from our gross negligence or willful misconduct.
11. Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
YOU UNDERSTAND AND AGREE THAT NEW TECHNOLOGY, CONFIGURATION CHANGES, SOFTWARE UPGRADES AND ROUTINE MAINTENANCE, AMONG OTHER ITEMS, CAN CREATE NEW AND UNKNOWN SECURITY EXPOSURES. MOREOVER, COMPUTER "HACKERS" AND OTHER THIRD PARTIES CONTINUE TO EMPLOY INCREASINGLY SOPHISTICATED TECHNIQUES AND TOOLS, RESULTING IN EVER-GROWING CHALLENGES TO INDIVIDUAL COMPUTER SYSTEM SECURITY. IT IS YOUR SOLE RESPONSIBILITY TO MAINTAIN THE SECURITY OF YOUR COMPUTER SYSTEMS. OUR PERFORMANCE OF THE SERVICES DOES NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY BY US ABOUT THE SECURITY OF YOUR COMPUTER SYSTEMS INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION THAT YOUR COMPUTER SYSTEMS ARE SAFE FROM INTRUSIONS, VIRUSES, OR ANY OTHER SECURITY EXPOSURES.
MATTERSMITH TAKES COMMERCIALLY REASONABLE STEPS TO SECURE YOUR INFORMATION IN THE SERVICES. HOWEVER, THE SECURITY OF YOUR INFORMATION IN THE SERVICES IS DEPENDENT ON MANY FACTORS THAT ARE OUTSIDE OUR CONTROL, SUCH AS YOUR AND YOUR CUSTOMERS’ SECURITY PRACTICES, GENERAL SECURITY CONDITIONS OF THE PUBLIC INTERNET, AND THE SECURITY PRACTICES OF OUR THIRD PARTY HARDWARE AND SOFTWARE PROVIDERS. MATTERSMITH DISCLAIMS RESPONSIBILITY FOR ALL CONDITIONS THAT ARE OUTSIDE OUR REASONABLE CONTROL THAT AFFECT THE SECURITY OF YOUR INFORMATION IN THE SERVICES AND YOU SPECIFICALLY ASSUME THE RISK OF SUCH DATA INTRUSIONS.
12. Limitations of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS A MATERIAL TERM OF THIS AGREEMENT, AND BUT FOR YOUR AGREEMENT TO THIS TERM WE WOULD NOT PROVIDE THE SERVICES TO YOU.
13. Amendments. We may modify this Agreement at any time by notifying you in accordance with Section 14.2; provided, however, that we will provide at least 90 days advance notice in accordance with Section 14.2 for any adverse changes to Customer Support. Subject to the 90-day advance notice requirement with respect to adverse changes to Customer Support, the modified terms will become effective as stated in the communication provided in accordance with Section 14.2. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Mattersmith Site (as defined below) regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.
14. Miscellaneous.
14.1 Force Majeure. We are not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
14.2 Notices. We may provide any notice to you under this Agreement by: (a) posting a notice on your login landing page, or (b) sending a message to the email address then associated with your account. Notices we provide by posting on the login landing page will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must contact Mattersmith as follows: (i) by email to support@mattersmith.com provided our email server returns a confirmation to you; or (ii) by personal delivery, overnight courier or registered or certified mail to Mattersmith LLC, 808 2nd Street Avenue North, Fargo, North Dakota 58102. We may update the email address or address for notices to us by posting a notice at https://www.mattersmith.com/terms-of-service and any successor or related site designated by us (the “Mattersmith Site”). Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
14.3 Assignment. You may not assign this Agreement without our prior written consent. Any assignment or transfer in violation of this Section 14.3 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. We may assign this Agreement without your consent to any successor entity in connection with a corporate restructuring or a sale of Mattersmith or the business to which this Agreement relates.
14.4 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
14.5 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
14.6 Governing Law; Venue. The laws of the State of Wyoming, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. You consent to the exclusive venue for any dispute relating in any way to the Services or this Agreement being in any state or federal court in Cass County, Wyoming.
14.7 Entire Agreement. This Agreement (including the web pages incorporated by reference) is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement, including but not limited to any terms contained in your request for proposal, order, confirmation or otherwise.
14.8 Government Users. If you are a U.S. government entity, you acknowledge that the Services provided are "Commercial Items" as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212. Mattersmith’s failure to enforce a provision is not a waiver of its right to do so later.