Legal Center

 HIGH TIDE MASTER SUBSCRIPTION AGREEMENT

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF ALL WEBSITES, APPLICATIONS, TOOLS AND DIGITAL PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY HIGH TIDE SOFTWARE, LLC (“HIGH TIDE,” “WE,” “US,” AND “OUR”) INCLUDING ANY SERVICE, CONTENT, DATA, AND FUNCTIONALITY, INCLUDED THEREIN THAT WE MAKE AVAILABLE TO YOU (COLLECTIVELY THE “SERVICE”). BY USING OR ACCESSING ANY PART OF THE SERVICES OR OTHERWISE ACCEPTING THESE TERMS, YOU AGREE THAT THESE TERMS SHALL APPLY AND BECOME BINDING ON YOU AND THE COMPANY THAT EMPLOYS YOU OR THAT YOU REPRESENT (COLLECTIVELY, “YOU”) BEGINNING ON THE FIRST DATE YOU ACCESS OR USE ANY PART OF THE SERVICES OR OTHERWISE ACCEPT THESE TERMS, WHETHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR OTHERWISE USING THE SERVICES. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

IF YOU ARE AN INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, NONPROFIT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT USE THE SERVICES AND MUST NOT ACCEPT THIS AGREEMENT.

1. Agreement Structuresome text
   1. Scope of Service Offering.  We make available our contact management Service to you solely for the purpose of supporting donor and fundraising development opportunities, including for identifying and researching prospective or existing donors, sales, marketing, or recruiting opportunities for your business (collectively, the “Permitted Purposes”) and only as otherwise expressly permitted by this Agreement, any applicable Order Form, and Data Processing Addendum. Unless required by applicable law, you agree not to access or use the Service for any other purpose.
   2. Services.  The Service include the following components:  

1. Access.  Beginning on the Effective Date and continuing throughout the Term of this Agreement, we grant you the right to access and use the Services you selected in one or more Order Forms.  Your use of the Service shall be limited to internal business purposes.  You may not sub-license or make derivative works of the Service except as necessary to accomplish the purposes of this Agreement. The Service is provided in English
2. Support.  We will provide support for the Service as set forth in Service Level Addendum (“SLA”).

2. Subscription Fees.  some text
   1. Subscription Fees. You agree to pay the applicable subscription fees for your use of the Services as set forth in your order form (the “Subscription Fees”). All subscriptions for the Services are annual with monthly or annual billing cycles. Payment is due in advance at the start of each billing cycle. Except as expressly provided in this Agreement, all sales are final once you elect to purchase a subscription to the Service. If you wish to cancel your subscription, you must make your cancellation request by providing written notice to us no later than sixty (60) days prior to the next annual contract renewal date. If notice of cancellation is given less than sixty (60) days before the renewal, the annual contract will automatically renew for an additional twelve (12) months.

Unless otherwise specifically agreed between the parties in an order, we may change the Subscription Fees by providing you with prior notice. The price change is effective immediately upon notice. Your continued use of the Services after such change constitutes your agreement to the price change. You should review the Services, Account, email, and mail frequently for changes to the price. If you do not agree to the new price, you should discontinue your use of the Services.

2. Implementation Fee. The Implementation Fee is payable immediately on the implementation date set forth in an Order Form.
3. Professional Services Fees. You agree to pay for all Professional Services at the Professional Services Rates designated in the Order Form.  
4. Expense Reimbursement.  Unless otherwise agreed in the Order Form, you agree to reimburse us for any reasonable out of pocket expenses incurred by us at your request and related to Implementation Services, Support, and Professional Services, including, but not limited to, travel costs.

You are responsible for keeping your billing information current. We will charge your credit or debit card on the first day of each billing cycle. You authorize us to charge the Subscription Fees to the credit or debit card (or other payment method we accept on our website) provided by you in connection with your subscription, plus any sales, use or similar taxes. You represent that you have the legal right to use any credit or debit card or other payment method you provide us.

5. Late Fees/Collections. If we have not received payment by the due date, then without limiting any other right or remedy available to us, we may charge a late fee of 2% of the amount due, report unpaid amounts to business credit bureaus, or engage in collections activities to recover amounts due from you. You must provide one or more bank accounts to be used for purposes of this Agreement by completing one or more Automatic Payment Authorization Forms, and providing all reasonable assistance in ensuring our ability to make debit transactions on the account.  We will automatically debit your account for fees owed on or before the tenth day following the end of the month.  We will include any bank fees incurred for unsuccessful debit attempts.  At our option, we may (as an alternative to, or in addition to, automatic debit) invoice you for any amounts due, in which case invoices are due and payable net fifteen (15) days after the date of the invoice.  If you fail to timely pay any undisputed amount, an interest charge of 1.5% per month shall be added to the unpaid amount and we may, at our sole option, terminate this Agreement immediately. We may recover attorneys’ fees and/or collections fees relating to your unpaid or late fees or relating to these activities.

3. Cooperation.some text
   1. On-time Implementation.  You must make good faith efforts to ensure that Implementation occurs on or before the Implementation Target Date.  
   2. Ongoing Assistance.  You must make good faith efforts to cooperate with ours effort to provide the Services before, during and after the Implementation Date, including ensuring that each of you maintain internet communication capability with us; that your systems are in good repair and consistent with agreed specifications; and that our personnel have access to your systems on a reasonable basis with at least forty-eight (48) hours’ written notice to you unless assistance is expressly requested by you. 
   3. Malfunction Notices.  You must promptly provide notice to us when you become aware of a Critical Malfunction or a Non-Critical Malfunction (each as defined within the Service Level Addendum). You must comply at all times with all reasonable support notification procedures we establish.  
4. Prohibited Uses. You agree to use the Services professionally, ethically and lawfully. You may not use the Services in any manner that:

1. Is defamatory, unlawful, harassing, abusive, threatening, obscene, hateful, sexist, or racially or ethnically offensive;
2. Constitutes a breach of any person’s privacy or publicity rights;
3. Violates any statute, regulation, or ordinance;
4. Promotes software or services that deliver unsolicited mail; or
5. Promotes, encourages, or facilitates terrorism or other activities that risk national security.

You may not upload, post, communicate, or otherwise transmit any information or other materials on or through the Services that:

1. Contain any viruses, Trojan horses, worms, cancel bots, time bombs, spyware, or similar computer malicious code;
2. Is knowingly untrue, inaccurate, or misleading;
3. Violates U.S. law, or is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable; or
4. Damages or interferes with the operations of the Services or with other users of the Services.

You further agree that you will not:

1. Access the Services or obtain information therefrom in an unauthorized manner;
2. Misuse passwords, data, the Services, third-party services, or our systems or network;
3. Share, sell, distribute or otherwise transfer your Account or allow your login credentials to be used by any other individual.
4. Impersonate any person or entity;
5. Falsely state or otherwise misrepresent your affiliation with a person or entity;
6. Use our content from the Services for any purpose inconsistent with the purpose of the Services, any purpose other than the Permitted Purposes or in violation of the Agreement;
7. Use hidden pages, images, or restricted access pages;
8. Use the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spam, or any duplicative or unsolicited messages;
9. Use any automated procedure to gather information or data from the Services by means of what is commonly called a “bot” or otherwise;
10. Interfere with or disrupt the Services, servers, or networks connected to the Services;
11. Integrate our data into any customer relationship management, marketing automation, or donor enablement platform to allow unauthorized users to access or use our data;
12. Breach or attempt to breach the security of software, networks, servers, data, computers, or other hardware relating to the Services (or that of any third party that is hosting or interfacing with any part of the Services);
13. Create any frames at any other websites pertaining to or using any of the information provided through the Services, or promote bonus items, giveaways, random drawings, contests, or prizes on the Services;
14. Duplicate, copy, or otherwise exploit the Services or content therefrom for unauthorized commercial purposes; or
15. Violate the rights of third parties.

5. Your Data.

In using the Services, we may collect data from you and your device through various sources, such as when you use our websites, browser extension or features we offer to integrate our Services with your accounts and data on third-party platforms and services (collectively, “Submitted Data”). If you enable our integration features in the Services, you authorize us to collect Submitted Data from your professional networking and donor relationship management platforms, email accounts, social media accounts and other online accounts that you choose to integrate into our Services. We may use the Submitted Data to provide our Services or in accordance with these Terms or other documentation made available to you. You acknowledge and understand that upon being enabled, these integrations will stay in place and may continue to collect Submitted Data until you remove them.

You shall not make available to us any Submitted Data that you are prohibited from sharing or disclosing to us. You represent and warrant that you or your licensors have the right to share all Submitted Data with us in accordance with this Agreement, and that the Submitted Data does not violate or infringe upon our or any third party’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, and publicity rights). You also represent and warrant that the Submitted Data is accurate and complete to the best of your knowledge. You agree that you are solely liable for any losses you or we may incur as a result of the Submitted Data for reasons of infringement or otherwise.

You should not make available any Submitted Data that you wish to remain strictly confidential. You hereby acknowledge that you understand and agree that we will make available any contact-related information contained in your Submitted Data to our users or the public, including without limitation, any name, email address, phone number, professional information or other personal information related to your contacts described in our Privacy Policy. You agree that by using the Services, you are granting us an irrevocable, perpetual, non-exclusive, transferrable, sublicensable, royalty free, worldwide license to use, modify, reproduce, adapt, sell, distribute, perform, publish, create derivative works based on, publicly display, and otherwise exploit all or any portion of Submitted Data for any purpose whatsoever, without restriction, compensation to you or attributing the Submitted Data to you.

You are responsible for reviewing Submitted Data for accuracy, completeness and compliance with this Agreement. We may remove, disable, or restrict access to or the availability of any Submitted Data from the Services that we believe, in our discretion, to violate this Agreement (whether or not we are, in fact, correct in our assessment). If you believe that we have acted mistakenly with respect to certain Submitted Data, you may contact us, in which case we may investigate the matter further. We nevertheless may take no further action.

6. Compliance with Rules.  You agree to use the Service, including without limitation our data and your data, in compliance with this Agreement and all applicable laws, rules and regulations, including without limitation, privacy laws, rules, and regulations. To the extent required by applicable law, you will maintain a publicly available and easily accessible privacy policy that (i) complies with applicable privacy laws and regulations, and (ii) comprehensively, clearly and accurately describes your collection, use, sharing, protection and other processing of personal information in connection with your use of the Services. You will ensure the content of your privacy policy remains consistent with this Agreement and our Privacy Policy located here..

You are solely responsible for any communications between you and any individual whose contact or business information is made available through the Services. You shall communicate with such individuals in compliance with applicable laws, rules and regulations. Without limitation of the foregoing, to the extent required by applicable law, you shall (i) allow individuals to opt out of receiving marketing emails, text messages or other communications from you, (ii) maintain exclusionary lists relating to individuals who wish not to receive marketing communications from you, and (iii) comply with applicable do-not-call and do-not-email lists.

We may request that you delete the personal information of individuals who have requested that their personal information be deleted. Upon our request, you agree to take all reasonable and appropriate steps to promptly and securely delete our data in your possession, custody or control.

You acknowledge and agree that we will have the right to monitor your use of the Services and your compliance with this Agreement. You must not interfere or attempt to interfere with such monitoring. Upon our request, you agree to make available to us all information and materials reasonably necessary to demonstrate compliance with this Agreement, and allow for and contribute to audits and inspections conducted by or on our behalf relating in any way to your compliance. You shall reasonably cooperate with any such request, monitoring or inspection that we initiate. We may ask you to validate or certify your continued compliance with this Agreement. Failure to validate or self-certify your compliance upon our request may result in our revocation of your access to the Services, or requiring you to promptly delete our data in your possession, custody or control.

In the event a law, regulation, enforcement action, investigation, litigation or claim, or any other circumstance, is reasonably likely to adversely affect your ability to comply with this Agreement, you agree to promptly notify us and take reasonable and appropriate steps to prevent or remedy any non-compliance, or promptly cease your use of the Service and processing of any portion of our data. We may, at any time and without prior notice to you or penalty of any kind to us, suspend, restrict, revoke or terminate your access to or use of any or all of the Service if we, in our sole discretion, believes you have violated this Agreement or as we otherwise deem appropriate to protect the security or integrity of the Services.  

7. Data Protection. some text
   1. Personal Data. You may provide us with nonpublic personal information of your contacts, prospects, donors, and other consumers, which shall include all private and personally identifiable information, including but not limited to: (i) first and last name or any initial paired therewith; (ii) addresses, including street name and/or the name of a city or town; (iii) telephone numbers; or (iv) email addresses; and (v) information provided in combination with any of items (i) through (iv) (“Personal Data”).   As between us and you, any such data is owned by you and nothing in this Agreement may be construed to confer any license or other right to any data you provide. 
   2. Privacy. Any Personal Data you provide to us to be incorporated or used with the Services shall be treated as Confidential Information . We shall only give access to Personal Data to our employees, officers, agents, affiliates, and independent contractors who are bound by confidentiality and non-use restrictions and who reasonably require access to Personal Data in connection with the our performance of our obligations under this Agreement. Neither we nor our employees, officers, agents, affiliates, or independent contractors, shall sell, rent, lease, or disclose Personal Data except as permitted herein. You may view our current Privacy Policy by clicking here.
   3. Security. We shall maintain appropriate data security policies and procedures designed to ensure the security and confidentiality of Personal Data, protect against anticipated threats or hazards to the security or integrity of Personal Data, and protect against the unauthorized access or use of Personal Data. If we determine that there is any actual or suspected theft, unauthorized disclosure, or loss of Personal Data any by us or any of its subcontractors (collectively, the “Disclosure”) and/or any unauthorized intrusions into our or any of its subcontractor’s secure systems resulting in a Disclosure or inability to account for Personal Data (collectively, the “Intrusion”), we must promptly, at its own expense, notify you within twenty-four (24) hours of the discovery of the Disclosure or Intrusion and provide details regarding affected persons and the nature of information involved.
8. Acceptance of Services.  Upon written notice from us that the Implementation Services set forth in an Order Form are complete (“Completion Notice”), you agree that you fully accept the Services unless you provide written notice to us within fifteen (15) days informing us that you do not accept the Services and detailing the precise shortfalls (“Shortfall Notice”).  If you provides such a notice, you agree to work with us in good faith to resolve the shortfalls as soon as possible, at which point we shall provide a new Completion Notice to you, and you agree that at such point you fully accept the Services unless you provide a new Shortfall Notice within fifteen (15) days.
9. Changes to the Agreement and Service. We may change this Agreement from time to time by posting a revised version of the Agreement on our website. Changes to this Agreement are effective immediately upon posting them on our website. We will indicate the date on which the Agreement was last updated at the top of these Agreement. Your continued use of the Services after such change constitutes your agreement to the modified Agreement. You should review the Services frequently for revisions to the Agreement. If you do not agree to the modified Agreement, you should discontinue your use of the Services. In addition, we may at any time modify any part of the Services, including any functionality or feature offered through the Services, temporarily or permanently, for any reason, with or without notice to you.
10. Accurate Information.  You represent that the information you have and will provide us in conjunction with this Agreement, and upon which you understand and agree we are reasonably expected to rely upon for pricing and execution of this Agreement, as well as the information you provide any bank or Agent of ours providing services to you hereunder, is true, correct, and complete.  You agree to update us as soon as reasonably practicable of any material information that changes prior to or during the Term of the Agreement.  
11. Publicity.  After the execution of this Agreement, you and we will work together to produce press releases which will: (i) jointly announce the relationship between the you and us, and (ii) the successful completion of the deployment of the Service. The content in the press releases will be jointly agreed upon by the Parties. The press releases will appear on our web site, potentially used in promotional activities, including but not limited to, email, and will include your name, logo, and trademarks.   The timing of the press releases will be mutually agreed upon between the Parties.  Additionally, you agree to assist us by working together to produce a case study following the successful completion of the deployment of the Services, the content of which shall be jointly agreed upon by both you and us.
12. Confidentialitysome text
    1. Confidential Information.  “Confidential Information” means all confidential and proprietary, non-public information relating or belonging to the other Party (the “Receiving Party”) if so marked at the time of disclosure by the disclosing Party (“Disclosing Party”) or if a person, under the circumstances, exercising reasonable business judgment, would expect the information to be confidential or proprietary.  “Confidential Information” shall not include ideas, concepts, know-how or techniques not otherwise captured in a tangible or electronic medium. Intangible ideas, concepts, know-how and techniques shall only be considered Confidential Information to the extent such material would otherwise be considered the intellectual property of the Disclosing Party if it were viewed outside the context of this Agreement.  
    2. No Transfer of Ownership. Confidential Information disclosed shall remain the property of the Disclosing Party.
    3. Protection of Confidential Information.  A Receiving Party must protect the Confidential Information of the Disclosing Party using at least the same measures and safeguards that it uses to protect its own Confidential Information but in no case less than a commercially reasonable degree of control.  The Receiving Party shall comply with all Applicable Laws and Rules regarding privacy rights of the Disclosing Party, its customers, and employees.  A Receiving Party may only disclose a Disclosing Party’s Confidential Information to its own employees or Agents to the extent the employee or Agent needs to know such information for the sole purpose of performing the activities contemplated by this Agreement.  Upon termination of this Agreement, the Receiving Party must destroy or return the Disclosing Party’s Confidential Information except as required by Applicable Laws or Rules for record retention or other valid purposes.
    4. Exceptions to Confidential Information.  The confidentiality obligations in this provision shall not apply to any information that is already known to the Receiving Party, is or becomes publicly known through no wrongful act of the Receiving Party, is independently developed by the Receiving Party, or is obtained from an independent third party free of any restrictions and without breach of this Agreement or any other agreement.
    5. Protective Relief.  If a Receiving Party is legally obligated to disclose any Confidential Information of the Disclosing Party to a third party, the Receiving Party will promptly notify the Disclosing Party of such requirement so that the Disclosing Party may, at its sole expense, seek to avoid or minimize the required disclosure or obtain other protective relief, and will cooperate with the Disclosing Party’s efforts to do so.
    6. Remedies.  Each Party acknowledges that a breach of this provision may cause the non-breaching Party irreparable harm, for which an award of damages may not be adequate compensation, and in the event of any such threat, the non-breaching Party will be entitled to seek equitable relief (without the necessity of posting a bond) in addition to any other remedy to which the non-breaching Party may be entitled, such remedies not being deemed exclusive.
13. WARRANTY DISCLAIMER.  EXCEPT AS OTHERWISE PROVIDED HEREIN: THE EXPRESS WARRANTIES PROVIDED HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND WE PROVIDE THE SERVICES ON AN “AS-IS” BASIS AND DOES NOT WARRANT THAT THE PAYMENT SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY US, EXCEPT AS EXPRESSLY SPECIFIED IN THE DOCUMENTATION WE PROVIDE, NOR THAT THE OPERATION OF THE PAYMENT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
14. Insurance.  We shall, at our own cost and expense, maintain the following insurance coverages with insurers who have an “AM Best’s rating” of not less than “A” (i) workers compensation, as prescribed by applicable law; (ii) commercial general liability with minimum limits of $1,000,000 per occurrence and covering all of our operations under this Agreement, (iii) professional errors and omissions liability including privacy and cyber security with combined policy aggregate limits of $1,000,000;  (iv) commercial crime including fidelity, forgery, and technology fraud with minimum limits of $1,000,000 per occurrence.  All coverages shall be on a primary and noncontributory basis with your insurance or self-insurance.  We shall provide certificates evidencing such insurance upon request.
15. Indemnification and Limits of Liabilitysome text
    1. Indemnification.  We shall indemnify, defend, and hold harmless you and your directors, officers, employees, and Agents from and against any third-party claims, causes of action, judgments, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from or relating to (i) Our breach of the confidentiality obligations under Section 12; (v) any Intrusion or Disclosure or other breach by us of Section __; (ii)) an assertion that the Service infringes or misappropriates a validly existing US patent or copyright, or other intellectual property rights of any third party (“Intellectual Property Claim”).  Provided, however, that in the event of an Intellectual Property Claim, we shall have the right to, among any other available lawful remedies, use commercially reasonable and prompt efforts to preserve your ability to use the Service by securing from the third party a license on reasonable license terms, or replace or modify the Service to make it non-infringing provided that the replacement or modification performs the same essential functions and matches or exceeds the performance and functionality of the original Service.  If we are not able to procure the right for you to continue to use the Service, nor replace or modify the Service such that it is non-infringing, we shall refund any amounts you have pre-paid.
    2. No Consequential Damages.  Except as provided above with regard our indemnification obligations set forth herein, in no event shall either Party be liable to the other Party for consequential damages, including, but not limited to, loss of profits, cover damages, or incidental, special or exemplary damages for any claim except as expressly set forth in this Agreement.  
    3. Limitation of Liability.  EXCEPT WITH RESPECT TO OUR INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S LIABILITY FOR FRAUD, PERSONAL INJURY, OR DEATH CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, STATUTE, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE FEES YOU HAVE PAID US IN THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES.  IN NO EVENT SHALL WE BE LIABLE FOR THE CONTENTS, ACCURACY, LEGALITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY WORK PRODUCT PROVIDED TO YOU IF SUCH WORK PRODUCT IS FAULTY, ILLEGAL OR UNFIT DUE TO THE ACTS, OMISSIONS OR DATA YOU PROVIDE US. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENTS OF ANY OF YOUR DATA OR YOUR DOCUMENTS USED WE USE TO PROVIDE THE SERVICES. WE SHALL HAVE NO LIABILITY FOR ANY DAMAGES CAUSED PRIMARILY BY YOUR ACTS OR OMISSIONS, OR THOSE OF YOUR AGENTS OR ANY OTHER THIRD PARTY, AND TO THE EXTENT YOU, YOUR AGENT OR ANOTHER THIRD PARTY’S ACTS OR OMISSIONS ARE NOT THE PRIMARY CONTRIBUTING FACTOR, OUR LIABILITY SHALL BE LIMITED TO ONLY THE PORTION THAT OUR ACTS OR OMISSIONS CONTRIBUTED TO THE CAUSE OF THE DAMAGE. 
    4. Children’s Privacy. You represent that you are at least 18 years of age (or the age of majority in the State in which you reside). The Services are not intended for minors and you may not use the Services if you are under 18 years of age (or the age of majority in the State in which you reside).
    5. Procedure.  You will notify us in writing of any such claim subject to an indemnification obligation as set forth in this Section 16 as soon as practicable and provide cooperation and assistance to us with respect to any such claim.  We will have the right to control the defense of any such claim; provided, however, that you will have the right to participate in such defense, and if you do, in the selection of counsel.  You shall at all times have the right to independent representation by counsel at your own expense.
16. Term and Terminationsome text
    1. Term.  Unless otherwise set forth in an Order Form, the effective period of this Agreement shall begin on the Effective Date and continue for three (3) years from the Implementation Target Date (the “Initial Term”), and shall automatically renew thereafter annually for one year periods (each a “Renewal Term”) (collectively, the Initial Term and any Renewal Terms, are the “Term”).
    2. Termination Without Cause.  After the Initial Term, this Agreement may be terminated without cause by either Party by providing written notice to the other Party 180 days in advance of the expiration of the then-current Renewal Term.   
    3. Termination With Cause.  You may terminate this Agreement with cause if we materially breach the Agreement or fails to maintain its Services in compliance with Applicable Laws and Rules (including PCI-DSS).  We may terminate this Agreement for cause if you fail to make payment as and when due.
    4. Survival.  Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the Parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable.  
    5. Effect of Termination.  Upon termination of this Agreement, all amounts due and payable shall be immediately paid by the owing Party.
17. Generalsome text
    1. Assignment.  No portion of this Agreement may be assigned or transferred by either Party, other than as necessary in an ordinary course business restructuring (i.e., to an affiliate or as part of a merger, acquisition, or sale of substantially all of a party’s assets), and any attempt to do so shall be null and void.
    2. Agreements. The terms and conditions applicable to the Services include the Agreement, Order Form, Service Level Addendum, and Statement of Work. Each of these documents together constitute the Agreement.  To the extent any conflict exists between the terms of any of the foregoing, the following order of priority will be given to each document: (1) Statements of Work, (2) Order Forms, (3) this Agreement.
    3. Independent Contractor.  We shall at all times be considered your independent contractor.  Nothing contained herein shall be construed as creating a partnership or joint venture between you and us.  You have no authority to legally bind us.
    4. Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of both you and us and our respective successors.
    5. Severability.  Any provision of this Agreement held or determined by a court to be illegal, invalid, or unenforceable in any jurisdiction, shall be deemed separate, distinct, and independent, and shall be ineffective to the extent of such holding without invalidating the remaining provisions of this Agreement, and shall not affect the legality, validity or enforceability of such provision in any other jurisdiction.
    6. Captions and Headings.  Captions and paragraph headings used in this Agreement are for convenience only and shall not be used to interpret any provision hereof.
    7. Non-solicitation.  Each Party agrees that during the Term of this Agreement, and for twelve (12) months following its termination or expiration, it will not solicit, recruit, attempt to recruit, or otherwise induce the termination of employment of, any employee of the other Party.
    8. Force Majeure.  It shall not be a breach of this Agreement if either Party fails to perform or delays performance, due to any of the following events:  severe weather, fire, acts of God, war, riot, insurrection, failure of necessary equipment that was not reasonably able to be anticipated, or any other circumstance reasonably beyond the Party’s control (including any act or omission of the other Party), provided that the Party is without fault in causing such failure or delay and such failure or delay could not have  been prevented by taking reasonable precautions. If a Party’s failure to perform or delay in performance exceeds thirty (30) days, the other Party shall have the right to terminate this Agreement without liability. 
    9. Remedies Cumulative and Nonexclusive.  Unless otherwise stated herein, all remedies provided for in this Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other remedies available to either Party at law, in equity or otherwise.
    10. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of laws provisions.
    11. Entire Agreement.  This Agreement (including any addenda and related Order Forms or Statements of Work) constitutes the entire agreement and understanding of both us and you with respect to the subject matter hereof, and is intended as our final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral, and may be amended or modified only by an instrument in writing signed by both you and us.
    12. Notice.  Unless otherwise specified herein, in order to be effective, all notices hereunder will be made in writing and delivered to the respective postal addresses of the parties as identified in the Order Form.

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Service Level Addendum

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1. Support Procedures 

You shall contact us for support requests by (i) calling (833) 444-4843; (ii) submitting a support ticket via ours ticketing service; or (iii) sending an email to support@hightide.com (“Maintenance Notice”), as may be changed from time to time upon prior notice to you. We shall use reasonable efforts to respond to Maintenance Notices received during normal business hours within the defined response times.  

Upon identification of any error, you shall notify us of such error and shall provide us with enough information to locate and reproduce the error.  To assist us with delivery of the support services, you shall submit to us a listing of output and all such other data which we reasonably may request in order to reproduce operating conditions similar to those present when the error was discovered.  

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* “Normal Business Hours” means Monday - Friday 9:00 am to 5:00 pm EST.

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