Terms of Service

TAA Member Terms of Use:

THIS ACCESS AGREEMENT (THIS “AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH VALENCE DOCS, LLC (“VALENCE”) OFFERS YOU OR THE ENTITY YOU REPRESENT (IN EACH CASE LISTED ON THE REGISTRATION FORM IMMEDIATELY FOLLOWING THIS AGREEMENT, “USER”) ACCESS TO, AND USE OF, THE VALENCE’S DOCUMENT MANAGEMENT SOFTWARE USED TO PROVIDE THE SERVICES, INCLUDING THE BLUE MOON INTEGRATION FEATURE (THE “SOFTWARE”) AS DESCRIBED HEREIN. VALENCE WILL PROVIDE SOFTWARE AS A SERVICE OR “SAAS” ACCESS TO THE SOFTWARE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN USER AND VALENCE, AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN USER AND VALENCE WITH REGARD TO THE SERVICES. IF THIS AGREEMENT IS DETERMINED TO BE AN OFFER BY VALENCE, USER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN.

By clicking “I Agree” you are confirming that you (i) are a member in good standing with the Texas Apartment Association (the “TAA”), (ii) agree to be bound by all of the terms and conditions of this Agreement and (iii) indicate that you intend your act of clicking upon “I Agree” to serve as your signature to this Agreement and to have the same force and effect as the use of a manual signature. Further, by clicking “I Agree”, you warrant that you are at least 18 years old and are authorized to legally bind the User to this Agreement. If User does not agree to or cannot comply with all of the terms and conditions of this Agreement, do not click “I Agree” and User will not be granted any access to the Services.

1. Services. Services means the document management services including the storage and retrieval of electronic lease related documents and electronic applicant related documents in a secure and efficient manner to ensure the documents are accessible to authorized personnel as and when required. Valence agrees to provide the Services to User and to grant User SAAS access to the Software for purposes of using the Services in accordance with the terms and conditions of this Agreement. User may contract with Valence separately for other services, including services with respect to documents other than lease or applicant related documents. User shall be permitted to use the Services only for its own internal business purposes (which shall not include providing the Services to third parties). User will be permitted to access its site and the Services only upon the (a) acceptance of this Agreement, (b) the completion of a registration form immediately following this Agreement which creates User’s account(s) (the “Registration Form”) and (c) payment of Freemium Access fees by the TAA. The Registration Form is purely administrative and is attached as Exhibit 1 and does not impose any additional obligations upon either party other than those stated in this Agreement. User will be responsible for all activities under its account(s) that are conducted by User’s personnel within the scope of their employment. Valence will not be responsible for any unauthorized access to User’s account(s) that is not conducted by Valence’s personnel within the scope of their employment. As part of the Services, Valence will apply upgrades to the Software as they become available to the general release community. Valence may not make upgrades or other changes to the Software or Services that a reasonable person would conclude materially adversely affects a user’s use of the Software or Services.

2. Exclusivity. Valence will provide the Services and access to the Software available in Texas within the residential rental housing industry exclusively to the TAA and its members. Valence will not provide the Services, or similar document management services, or provide access to the Software, or similar document management software, to any other participant in the residential rental housing industry in Texas. Although Valence and the TAA have negotiated terms with respect to this Agreement, User acknowledges and agrees that this Agreement is solely between User and Valence and the TAA shall not bear any responsibility for the terms hereof.

3. Blue Moon Integration. Valence agrees and understands that User has an existing agreement with Blue Moon Software, Inc. (“Blue Moon”) to use Blue Moon’s Forms Software for Texas (“Forms Software”). A component of the Software is a “Blue Moon Integration Feature” which allow users to store printed files from Blue Moon without requiring them to reenter certain lease or applicant information. Valence is familiar with the Forms Software and ensures that the Software will provide a complete integration with the Blue Moon Forms Software without any need for double entry of data into the Software and the Forms Software. Valence also ensures that the Software will provide a single interface that will permit User to integrate with property management software User has otherwise integrated with, or will integrate with, the Forms Software.

4. Restrictions. User shall not (and shall not assist any third party to) (i) distribute, disclose or allow use of any of the Services, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party, except as expressly set forth herein; (ii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the Software by any means whatsoever; (iii) copy any portion of the Services except as expressly provided herein; or (iv) modify, alter or create any derivative works of any of the Software in any manner whatsoever. Except as expressly allowed by this Agreement, User will not disclose the Software or any related technology, ideas, algorithms or information except to the extent User can document that such information is generally available for use and disclosure by the public without any charge or license. User agrees to hold all of Valence’s non-public information relating to the Services, Software (including, but not limited to, all computer software (whether in object code or source code form), systems, data and information, know-how, methodologies, equipment, facilities or processes used by Valence in connection with providing the Services) any enhancement or modifications thereof and any information derived therefrom in strict confidence and use all commercially reasonable efforts with respect to the handling and protection of such information (including, without limitation, all precautions it employs with respect to its own confidential information). User shall only grant access to the Services to its full-time or part-time personnel and shall take commercially reasonable steps to ensure that all such personnel abide by the terms of this Agreement. User shall be responsible for any breach of this Agreement by its personnel performed by personnel within the scope of their employment. User recognizes and agrees that there is no adequate remedy at law for a breach of this Section 4, that such a breach would irreparably harm Valence and that Valence is entitled to equitable relief, including, without limitation, injunctions, with respect to any such breach or potential breach in addition to any other remedies. User is only obligated to take commercially reasonable steps to effect the obligations of this Section 4. User shall cooperate with Valence, and shall render all reasonable assistance requested by Valence, to assist Valence in preventing and identifying any use of or access to the Services in violation of the terms and restrictions of the license granted herein or any other breach of this Section 4.

5. Ownership. As between the parties, Valence retains title to, exclusive ownership of, and all proprietary rights with respect to the Software and all copies and portions thereof. Any rights granted to the User hereunder with respect to the Software are licensed and are not sold. Except as set forth herein, Valence agrees: (i) to hold User’s nonpublic information and any information derived therefrom in strict confidence and use all reasonable efforts with respect to the handling and protection of such confidential information (including, without limitation, all precautions it employs with respect to its own confidential information); and (ii) to only use such nonpublic information in its performance of its obligations under this Agreement and its exercise of those rights set forth in this Agreement. User hereby grants to Valence a limited, non-exclusive, royalty-free, fully paid-up right and license to capture, collect, store, translate, transmit, use, reproduce, and distribute all data, documents and information provided to Valence through the Software solely to the extent necessary to render the Services to User hereunder. In addition, Valence shall be free to use data collected by Valence through User’s use of the Software, provided that such data is not identified as User’s data or as the data of any customer or potential customer of User (other than to the personnel of Valence collecting and analyzing such data) and such data is aggregated with data from other Valence clients or other sources, for the internal use, commercial use and marketing of Valence. User hereby grants Valence a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use such aggregated information to improve the operation of the Software, perform statistical analysis, and distribute (for profit or otherwise) statistics regarding the aggregated data or the aggregated data itself to third parties, including clients, potential clients and the general public.

6. Implementation Schedule. Upon User’s acceptance of this Agreement and completion of the Registration Form, Valence will provide User access to the Software and provide the Services as soon as is reasonably practicable. Valence shall be deemed to have complied with this implementation schedule unless User provides written notice to Valence that User does not have access to the Software or the Services within fifteen (15) days after acceptance of the Agreement and submission to Valence of the Registration Form.

7. Requirements. User shall be solely responsible for obtaining, installing and maintaining all hardware and services necessary for User to access and use the Services at User’s expense, including, without limitation, printers, scanners and Internet access. Valence makes no warranty and undertakes no obligations whatsoever with respect to such hardware or services.

8. Uptime Requirement. Valence covenants and agrees that the Software and the Services will be available to User without interruption or impediment at an uptime level of 99% for each calendar month during the term of this Agreement, other than for regularly scheduled maintenance. This uptime requirement shall be measured against a continuous availability requirement of twenty-four (24) hours per day, seven (7) days per week during the term of this Agreement. For purposes of the uptime requirement, any period of downtime will be measured commencing with User’s initiation of a customer support request as described in Section 14 which clearly specifies that the Software or Services are not available to User, and any such period of downtime will cease with Valence’s notice to User that availability of the Services has been restored. Downtime only occurs if the Software or Services are not made available by Valence. Downtime does not occur if Valence has made the Software and Services available but User cannot access the Software or Services because of any (a) problem at User’s physical location or (b) utilities infrastructure or similar issue which is outside of Valence’s control and the effect of which isn’t isolated to Valence and its users.

Should regularly scheduled maintenance by Valence occur during a calendar month, such maintenance shall not be counted against the uptime requirement if Valence has provided notice of such maintenance pursuant to Section 9. However, Valence may not credit as uptime any additional time that the Software or Services are available to User due to the regularly scheduled maintenance being completed faster than anticipated. Should emergency or unplanned maintenance by Valence occur during a calendar month, that emergency maintenance shall be counted against the uptime requirement.

9. Scheduled Maintenance. User understands that Valence will periodically need to conduct regularly scheduled maintenance of the Software or other technology used by Valence with respect to User’s access to the Software or Services that will interrupt or impede User’s access to the Software or Services. Valence will provide reasonable notice of such regularly scheduled maintenance and will use commercially reasonable efforts to conduct such maintenance during the hours of 10:00 p.m. CST – 6:00 a.m. CST. Such notice shall include an anticipated amount of time that the regularly scheduled maintenance of the Software or other technology controlling User’s access to the Software or Services will be completed.

10. Emergency Maintenance. User understands that Valence will periodically need to conduct emergency or other unscheduled maintenance of the Software or other technology used by Valence with respect to User’s access to the Software or Services that will interrupt or impede User’s access to the Software or Services. Valence will provide reasonable notice as soon as practicable of such emergency or other unscheduled maintenance that Valence reasonably believes may interrupt or impede User’s access to the Software or the Services. Such notice shall include an anticipated amount of time that the emergency or other unscheduled maintenance will be completed.

11. Monthly Billing Credit. If, in any calendar month, Valence fails to meet the uptime requirement provided in Section 8, then in the succeeding month User and/or the TAA may be eligible for a billing credit in the amount of 25% of the total fees paid to Valence with respect to User during that previous month, including the Freemium Access fees for that User paid by the TAA. User must have initiated a customer support request in accordance with Section 14 relating to all periods of downtime experienced by the User and claimed for purposes of the User and/or TAA receiving a credit. At the end of the calendar month, User must submit a second notice to Valence claiming the credit. Valence will confirm with its internal logs the periods of downtime being claimed for the credit and if confirmed, Valence will apply the billing credit to the applicable party’s next invoice (i.e. any credit with respect to Freemium Access will be credited to the TAA and any credit with respect to Additional Storage or Additional Services will be credited to User).

12. Data Security. Valence warrants it has a security plan, will abide by the security plan, and will provide a copy of the security plan to User upon request. Valence also warrants that all measures of data security are provided in compliance with all applicable laws, including but not limited to Texas state laws regarding data security and data security breach. Valence assumes risk of loss if data is lost, damaged, breached, or compromised through the Software or Services, except to the extent solely caused by User’s conduct, and subject to the limitations of liability set forth in Section 22, agrees to hold User harmless for any damages arising from any data that is lost, damaged, breached, or compromised through the Software or Services, except to the extent solely caused by User’s conduct. Valence will provide immediate written notice of any security breach, and a written copy of the results of the investigation of the breach.

13. Virus Protection. Valence covenants and agrees it will utilize all necessary virus-prevention software and/or technology solutions. Valence agrees to attempt to prevent viruses from being loaded into the Software and into User’s own standard IT environment. In the event a virus is introduced through the Software, Valence will immediately take all appropriate steps to reduce the effects of the virus on User.

14. Customer Support. Valence will provide customer support to User during the term of this Agreement. Customer support will be available during normal business hours from 8:00 a.m. – 5:00 p.m. CST, Monday – Friday of each week during the term of this Agreement, excluding the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Any customer support requests shall be sent to Valence through support@valencedocs.com and Valence will acknowledge such request within one (1) business day of receiving such request.

15. Texas Apartment Association Agreement. Valence has entered into an agreement with the TAA to provide the Services in Texas exclusively to the TAA’s members (the “TAA Agreement”). User must be a member in good standing with the TAA for this Agreement to remain in effect. If User ceases to be a member in good standing with the TAA, this Agreement will terminate immediately and without any further action by Valence or notice to User. Provided that User remains a member in good standing with the TAA, the TAA has agreed to pay User’s fees for Freemium Access for as long as the TAA Agreement is in effect. If the TAA does not pay such fees, the provision of Services to User may be suspended and such suspension will not be a violation of this Agreement provided that Valence first provides twenty-one (21) days’ notice to User of the proposed suspension so that User may either pay the fees directly or retrieve all data currently stored on the Software. In the event the TAA Agreement is terminated, Valence will provide User with written notice of such termination and the new monthly fees for all Services (including Freemium Access). User must notify Valence in writing of its desire to continue the Agreement within thirty (30) days of receipt of such notice. Once User provides such written notice, (i) this Agreement will continue notwithstanding the termination of the TAA Agreement, (ii) User will be responsible for the payment of fees for Freemium Access (in addition to the fees for which it is already responsible), and (iii) the fee rates for all Services set forth in Valence’s notice shall apply. If User does not send this written notice within thirty (30) days, the Agreement will terminate.

16. Fees for Additional Storage or Additional Services. Valence’s current fees are set forth on the Registration Form. Valence will provide User with notice if User’s use of the Services is within 5% of exceeding Freemium Access. If User does not desire to use the Services for Additional Storage once the Freemium Access limitation has been met, User will not be able to add additional documents or files to the Services unless User removes existing files from the Blue Moon Drawers, which User may do according to the procedures set forth in Paragraph 20 for a User retrieving data upon a termination of the Agreement; provided in any case that User has full use of the Services for the Freemium Access. For data removed via download, Valence shall allow User and User shall be required to delete the data from the Software. If User utilizes Additional Storage, then applicable fees for the Additional Storage will be payable by User to Valence monthly in arrears in accordance with Section 17 or 18 (as applicable). If User has set up multiple accounts (for multiple properties, for example), User must specify the payment method in accordance with Section 17 or 18 for each account. In addition, User shall reimburse Valence for all reasonable expenses, including travel and accommodations, incurred in the course of providing on-site consulting, training and technical support requested by User, provided that Valence first obtains written approval from User to incur any such expenses. User will not be responsible for any expenses incurred by Valence without prior written approval from User. All fees are exclusive of, and each User is responsible for, applicable federal, state, or local sales, use, excise, export or other applicable taxes other than taxes on the net income of Valence. User shall pay or reimburse Valence for any such taxes and Valence may add any such taxes to amounts due to Valence.

17. Automatic Payments of Fees – Credit Card. Valence will charge User fees and expenses (and any applicable taxes) monthly in arrears based on the User’s use of the Services in the prior month. If User has elected to pay monthly with a credit card, Valence will automatically charge the amount due to the credit card set forth on User’s Registration Form without invoice on or about the fifth day of the calendar month following the month in which the fees were incurred; provided, however, that Valence (at its option) may wait and charge User’s credit card on file until such time as the aggregate fees due from User exceed $50.00, in which case such amounts will not be deemed to be overdue. Any partial months will be charged pro-rata fees. Valence may suspend User’s access to the Services if the charges to User’s credit card are rejected for any reason and the applicable fees are not subsequently paid within fifteen (15) days’ notice of such rejection. If payment in full for such rejected payment is not made within thirty (30) days of Valence’s notice of such rejection, Valence may terminate the Additional Storage or Additional Services. All fees will be charged in U.S. Dollars. Charges that are not disputed within forty-five (45) days of the date charged will be deemed to be accurate. If User has elected to pay via credit card and completes such portion of the Registration Form, you represent and warrant that you are legally authorized to charge amounts to the credit card specified. USER SPECIFICALLY AUTHORIZES VALENCE TO CHARGE THE CREDIT CARD SET FORTH ON USER’S REGISTRATION FORM WITHOUT FURTHER NOTICE OR INVOICE. USER ACKNOWLEDGES THAT SUCH AUTHORIZATION WILL REMAIN IN PLACE UNTIL SPECIFICALLY REVOKED IN WRITING TO VALENCE. If such authorization is revoked and User does not provide an alternate credit card or account from which Valence is authorized to automatically receive payment of fees due hereunder within thirty (30) days of such revocation, Valence may terminate the Additional Storage or Additional Services.

18. Automatic Payments of Fees – ACH. Valence will charge User fees and expenses (and any applicable taxes) monthly in arrears based on the User’s use of the Services in the prior month. If User has elected to pay monthly via an automatic debit from a checking or savings account, Valence will automatically draw the amount due from the account set forth on User’s Registration Form without invoice on or about the fifth day of the calendar month following the month in which the fees were incurred; provided, however, that Valence (at its option) may wait and debit User’s account on file until such time as the aggregate fees due from User exceed $50.00, in which case such amounts will not be deemed to be overdue. Any partial months will be charged pro-rata fees. Valence may suspend User’s access to the Services if the third party banking institution does not honor Valence’s debit for any reason and the applicable fees are not subsequently paid within fifteen (15) days’ notice of such dishonored payment. If payment in full for such rejected payment is not made within thirty (30) days of Valence’s notice of such nonpayment, Valence may terminate the Additional Storage or Additional Services. All fees must be paid in U.S. Dollars. Debits that are not disputed within forty-five (45) days of the date charged will be deemed to be accurate. If User has elected to pay via ACH and completes such portion of the Registration Form, you represent and warrant that you are legally authorized to access funds from the account specified. USER SPECIFICALLY AUTHORIZES VALENCE TO INITIATE DEBIT TRANSACTIONS FROM THE ACCOUNT SET FORTH ON USER’S REGISTRATION FORM WITHOUT FURTHER NOTICE OR INVOICE. USER ACKNOWLEDGES THAT SUCH AUTHORIZATION WILL REMAIN IN PLACE UNTIL SPECIFICALLY REVOKED IN WRITING TO VALENCE. If such authorization is revoked and User does not provide an alternate credit card or account from which Valence is authorized to automatically receive payment of fees due hereunder within thirty (30) days of such revocation, Valence may terminate the Additional Storage or Additional Services.

19. Termination. This Agreement shall be in effect as of the date User accepts the terms and conditions of this Agreement and shall continue until terminated in accordance with this Section 19. Either party may terminate this Agreement at any time upon written notice in the event the other party has committed a material breach, of this Agreement which remains uncured thirty (30) days after written notice of such breach. In addition, this Agreement will terminate automatically (i) if User ceases to be a member in good standing with the TAA as described in Section 15, and (ii) if the TAA Agreement is terminated and User does not give Valence notice of its intention to continue this Agreement as set forth in Section 15. In addition, User may terminate this Agreement at any time upon written notice to Valence of termination, and Valence shall be entitled to terminate the Agreement at any time upon thirty (30) days’ prior written notice to User. Pursuant to Sections 17 and 18, if User fails to make a payment or to authorize a payment method, Valence may terminate the Additional Storage or Additional Services. Upon termination of Additional Storage or Additional Services, User will not be able to add additional documents or files to the Services, but will continue to have full use of the Services for the Freemium Access.

20. Effect of Termination. Upon termination of this Agreement, User shall immediately cease all use of the Services and pay any outstanding and accrued fees through the date of termination that are not disputed. For forty-five (45) days after such termination, User shall have download only access to the Software in order to retrieve User’s data from the Software. In addition, at any time prior to termination of this Agreement and for forty-five (45) days after such termination, User may request that Valence provide User with a copy of its data and content stored using the Software, and Valence shall provide User with a copy of its data and content on a format reasonably determined by Valence. If the data and content is in excess of 1 gigabyte, Valence will provide User with notice of the following additional fees and will not provide the copy of the data until User has agreed to pay the additional fees. For retrieval of data and content between 1 and 10 gigabytes, User will pay $2.00 per gigabyte, and for retrieval of data and content in excess of 10 gigabytes, User will pay (i) $250.00 plus (ii) $2.00 per gigabyte plus (iii) any shipping costs incurred by Valence. If User agrees to pay the additional fees set forth in the preceding sentence, Valence may use the payment method selected by User on the applicable Registration Form (i.e. credit card or ACH debit). After forty-five (45) days following the termination of this Agreement, Valence may permanently delete all of User’s data and content from the Software. Valence will destroy all User data at any prior time if requested by User. Termination of this Agreement will not affect any ongoing duties or responsibilities by either party.

21. Warranties. Each party represents and warrants to the other party that it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement, and this Agreement shall not conflict with any other agreement entered into by it. Valence represents and warrants the Services will be provided will be performed in a professional and workmanlike manner. Neither party makes any representations or warranties not expressly contained in this Agreement.

22. Damage Limitations. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL VALENCE OR ITS EMPLOYEES, AGENTS, ASSIGNS, DIRECTORS, INVESTORS OR OWNERS BE LIABLE TO USER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EVEN IF VALENCE IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF FEES PAID BY USER TO VALENCE UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE MOST CURRENT EVENT GIVING RISE TO SUCH LIABILITY OCCURRED; PROVIDED THAT THIS PARAGRAPH SHALL NOT BE CONSTRUED SO AS TO LIMIT THE TAA’S RIGHTS AS AGAINST VALENCE UNDER THE TAA AGREEMENT; AND PROVIDED FURTHER THAT Nothing in this paragraph shall be construed to create an obligation on User’s behalf to indemnify or hold Valence harmless for a third party claim against Valence.

23. Dispute Resolution. The parties agree that any and all disputes or controversies of any nature whatsoever, arising from or regarding the interpretation, performance, enforcement or breach of this Agreement shall be resolved by confidential, final and binding arbitration (rather than trial by jury or court or resolution in some other forum) to the fullest extent permitted by law, and further agree that either party may initiate an arbitration. Any arbitration proceeding pursuant to this Agreement shall be conducted by the American Arbitration Association (“AAA”) in Austin, Texas under the then existing AAA arbitration rules. A single arbitrator who is knowledgeable in the field of software shall be agreed upon by the parties; provided, however, that if the parties cannot agree upon an arbitrator within ten days of the initiation of the arbitration, a single arbitrator who is knowledgeable in that field shall be appointed by the AAA. The Federal Rules of Evidence and Federal Rules of Civil Procedure shall apply to any arbitration proceeding. The costs and expenses of arbitration, including, without limitation, reasonable attorneys’ fees, shall be borne ultimately as the arbitrator directs. The parties hereby consent to the jurisdiction of any arbitration held in said locale and in connection herewith, and hereby agree to comply with the decision and any award therein made. The arbitration award may be enforced by any court of competent jurisdiction in the same manner as a judgment by a court of law or equity.

24. Notices. All notices and consents required or permitted to be given under this Agreement shall be in writing and shall be effective upon delivery. User specifically acknowledges and agrees that notices from Valence to User will typically be sent by electronic mail to the e-mail address set forth on User’s completed Registration Form. Valence shall not be required to send additional e-mail notices upon the receipt of an “undeliverable” message or “out of office” alert; it is User’s responsibility to confirm that Valence at all times has a valid e-mail address for notices in its files. Notices to Valence shall be made to Valence Docs, LLC, 4295 San Felipe, Suite 370, Houston, Texas 77027. Notwithstanding anything to the contrary in this Section 24, any notice made by Valence to User of termination of this Agreement (other than termination as a result of User no longer being a member in good standing with the TAA, for which no notice will be given) or termination of the TAA Agreement shall be made via one of the following methods: (a) personal delivery; (b) via facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by Valence); (c) via e-mail (provided confirmation of transmission is electronically generated and kept on file by Valence), or (d) via a nationally recognized overnight courier, in each case to the applicable address information provided by User on its Registration Form or such updated information as had been delivered to Valence by User in writing.

25. Miscellaneous. User shall at all times comply with the provisions of United States export laws, statutes and regulations which limit the export or diversion of certain products and technology to certain countries, entities and individuals. User shall defend, indemnify and hold Valence harmless from and against any violation of any applicable export law or regulation by User. Neither party shall transfer, assign or otherwise dispose of this Agreement or any of its associated rights or obligations without the prior written consent of the other party. This Agreement shall be deemed to have been entered into in, and shall be construed and governed by the laws of, the State of Texas and the United States of America, without regard to conflict of laws principles. The relationship of Valence and User established by this Agreement is that of independent contractor. This Agreement shall not be for the benefit of or enforceable by any person or entity not a party hereto and shall not confer any rights or remedies upon any entity other than the parties and their respective successors and permitted assigns. In the event any provision of this Agreement is adjudged by a tribunal to be unenforceable or invalid, that provision shall be stricken or modified to the minimum extent necessary so that (i) such provision is rendered valid and enforceable and accomplishes the original intent of the parties to the maximum extent possible and (ii) the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire, final, complete and exclusive agreement between the parties with regard to the subject matter hereof and supersedes all prior or simultaneous agreements, proposals, representations, discussions, negotiations and all industry customs or trade practices, oral or written, relating to this Agreement. This Agreement may not be modified or amended except by a written amendment signed by a duly authorized representative of each party.

PRICING DETAILS IF 15/MB/UNIT FREEMIUM EXCEEDED: If a User uses aggregate storage in excess of 15 megabytes per Unit for the Member Site, User shall pay Valence a monthly fee of $2 plus an additional $2 per gigabyte above the aggregate limit (or the appropriate pro rata share of $2 based upon the portion of an additional gigabyte used).

As of May 1, 2017 TAA users will have access to unlimited storage; the aforementioned charges for storage over 15/MB/Unit will not be applicable.

 

Non-TAA Member Terms of Use:

THIS ACCESS AGREEMENT (THIS “AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH VALENCE DOCS, LLC (“VALENCE”) OFFERS YOU OR THE ENTITY YOU REPRESENT (IN EACH CASE LISTED ON THE REGISTRATION FORM IMMEDIATELY FOLLOWING THIS AGREEMENT, “USER”) ACCESS TO, AND USE OF, THE VALENCE’S DOCUMENT MANAGEMENT SOFTWARE USED TO PROVIDE THE SERVICES (THE “SOFTWARE”) AS DESCRIBED HEREIN. VALENCE WILL PROVIDE SOFTWARE AS A SERVICE OR “SAAS” ACCESS TO THE SOFTWARE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN USER AND VALENCE AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN USER AND VALENCE WITH REGARD TO THE SERVICES. IF THIS AGREEMENT IS DETERMINED TO BE AN OFFER BY VALENCE, USER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN.

By clicking “I Agree” you are confirming that you (i) agree to be bound by all of the terms and conditions of this Agreement, (ii) indicate that you intend your act of clicking upon “I Agree” to serve as your signature to this Agreement and to have the same force and effect as the use of a manual signature and (iii) warrant that you are at least 18 years old and are authorized to legally bind the User to this Agreement. If User does not agree to or cannot comply with all of the terms and conditions of this Agreement, do not click “I Agree” and User will not be granted any access to the Services.

1. Services. Services means the document management services including the storage and retrieval of electronic lease related documents and electronic applicant related documents in a secure and efficient manner to ensure the documents are accessible to authorized personnel as and when required. Valence agrees to provide the Services to User and to grant User SAAS access to the Software for purposes of using the Services in accordance with the terms and conditions of this Agreement. User may contract with Valence separately for other services, including services with respect to documents other than lease or applicant related documents. User shall be permitted to use the Services only for its own internal business purposes (which shall not include providing the Services to third parties) for properties located outside of the State of Texas. User will be permitted to access its site and the Services only upon the (a) acceptance of this Agreement, (b) the completion of a registration form immediately following this Agreement which creates User’s account(s) (the “Registration Form”) and (c) payment of the corresponding fees for the Services selected. The Registration Form is purely administrative and is attached as Exhibit 1 and does not impose any additional obligations upon either party other than those stated in this Agreement. User will be responsible for all activities under its account(s) that are conducted by User’s personnel. Valence will not be responsible for any unauthorized access to User’s account(s) that is not conducted by Valence’s personnel. As part of the Services, Valence will apply upgrades to the Software as they become available to the general release community.

2. Blue Moon Integration. Valence agrees and understands that User may have an existing agreement with Blue Moon Software, Inc. (“Blue Moon”) to use Blue Moon’s Forms Software (“Forms Software”). A component of the Software is a “Blue Moon Integration Feature” which allow users to store printed files from Blue Moon without requiring them to reenter certain lease or applicant information, and such feature may be implemented upon request by User; provided such will require the cooperation of Blue Moon, an entity over which Valence exercises no control. If such feature is implemented, the Software could also provide a single interface permitting User to integrate with property management software User has otherwise integrated with the Forms Software.

3. Restrictions. User shall only use the Services for properties located outside of the State of Texas. In addition, User shall not (and shall not assist any third party to) (i) distribute, disclose or allow use of any of the Services, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party, except as expressly set forth herein; (ii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the Software by any means whatsoever; (iii) copy any portion of the Services except as expressly provided herein; or (iv) modify, alter or create any derivative works of any of the Software in any manner whatsoever. Except as expressly allowed by this Agreement, User will not disclose the Software or any related technology, ideas, algorithms or information except to the extent User can document that such information is generally available for use and disclosure by the public without any charge or license. User agrees to hold all of Valence’s non-public information relating to the Services, Software (including, but not limited to, all computer software (whether in object code or source code form), systems, data and information, know-how, methodologies, equipment, facilities or processes used by Valence in connection with providing the Services) any enhancement or modifications thereof and any information derived therefrom in strict confidence and use all commercially reasonable efforts with respect to the handling and protection of such information (including, without limitation, all precautions it employs with respect to its own confidential information). User shall only grant access to the Services to its full-time or part-time personnel and shall take commercially reasonable steps to ensure that all such personnel abide by the terms of this Agreement. User shall be responsible for any breach of this Agreement by its personnel. User recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3, that such a breach would irreparably harm Valence and that Valence is entitled to equitable relief, including, without limitation, injunctions, with respect to any such breach or potential breach in addition to any other remedies. User is only obligated to take commercially reasonable steps to effect the obligations of this Section 3. User shall cooperate with Valence, and shall render all reasonable assistance requested by Valence, to assist Valence in preventing and identifying any use of or access to the Services in violation of the terms and restrictions of the license granted herein or any other breach of this Section 3.

4. Ownership. As between the parties, Valence retains title to, exclusive ownership of, and all proprietary rights with respect to the Software and all copies and portions thereof. Any rights granted to the User hereunder with respect to the Software are licensed and are not sold. Except as set forth herein, Valence agrees: (i) to hold User’s nonpublic information and any information derived therefrom in strict confidence and use all reasonable efforts with respect to the handling and protection of such confidential information (including, without limitation, all precautions it employs with respect to its own confidential information); and (ii) to only use such nonpublic information in its performance of its obligations under this Agreement and its exercise of those rights set forth in this Agreement. User hereby grants to Valence a limited, non-exclusive, royalty-free, fully paid-up right and license to capture, collect, store, translate, transmit, use, reproduce, and distribute all data, documents and information provided to Valence through the Software solely to the extent necessary to render the Services to User hereunder. In addition, Valence shall be free to use data collected by Valence through User’s use of the Software, provided that such data is not identified as User’s data or as the data of any customer or potential customer of User (other than to the personnel of Valence collecting and analyzing such data) and such data is aggregated with data from other Valence clients or other sources, for the internal use, commercial use and marketing of Valence. User hereby grants Valence a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use such aggregated information to improve the operation of the Software, perform statistical analysis, and distribute (for profit or otherwise) statistics regarding the aggregated data or the aggregated data itself to third parties, including clients, potential clients and the general public.

5. Implementation Schedule. Upon User’s acceptance of this Agreement and completion of the Registration Form, Valence will provide User access to the Software and provide the Services as soon as is reasonably practicable. Valence shall be deemed to have complied with this implementation schedule unless User provides written notice to Valence that User does not have access to the Software or the Services within fifteen (15) days after acceptance of the Agreement and submission to Valence of the Registration Form.

6. Requirements. User shall be solely responsible for obtaining, installing and maintaining all hardware and services necessary for User to access and use the Services at User’s expense, including, without limitation, printers, scanners and Internet access. Valence makes no warranty and undertakes no obligations whatsoever with respect to such hardware or services.

7. Uptime Requirement. Valence covenants and agrees that the Software and the Services will be available to User without interruption or impediment at an uptime level of 99% for each calendar month during the term of this Agreement, other than for regularly scheduled maintenance. This uptime requirement shall be measured against a continuous availability requirement of twenty-four (24) hours per day, seven (7) days per week during the term of this Agreement. For purposes of the uptime requirement, any period of downtime will be measured commencing with User’s initiation of a customer support request as described in Section 13 which clearly specifies that the Software or Services are not available to User, and any such period of downtime will cease with Valence’s notice to User that availability of the Services has been restored. Downtime only occurs if the Software or Services are not made available by Valence. Downtime does not occur if Valence has made the Software and Services available but User cannot access the Software or Services because of any (a) problem at User’s physical location or (b) utilities infrastructure or similar issue which is outside of Valence’s control and the effect of which isn’t isolated to Valence and its users.

Should regularly scheduled maintenance by Valence occur during a calendar month, such maintenance shall not be counted against the uptime requirement if Valence has provided notice of such maintenance pursuant to Section 8. However, Valence may not credit as uptime any additional time that the Software or Services are available to User due to the regularly scheduled maintenance being completed faster than anticipated. Should emergency or unplanned maintenance by Valence occur during a calendar month, that emergency maintenance shall be counted against the uptime requirement.

8. Scheduled Maintenance. User understands that Valence will periodically need to conduct regularly scheduled maintenance of the Software or other technology used by Valence with respect to User’s access to the Software or Services that will interrupt or impede User’s access to the Software or Services. Valence will provide reasonable notice of such regularly scheduled maintenance and will use commercially reasonable efforts to conduct such maintenance during the hours of 10:00 p.m. CST – 6:00 a.m. CST. Such notice shall include an anticipated amount of time that the regularly scheduled maintenance of the Software or other technology controlling User’s access to the Software or Services will be completed.

9. Emergency Maintenance. User understands that Valence will periodically need to conduct emergency or other unscheduled maintenance of the Software or other technology used by Valence with respect to User’s access to the Software or Services that will interrupt or impede User’s access to the Software or Services. Valence will provide reasonable notice as soon as practicable of such emergency or other unscheduled maintenance that Valence reasonably believes may interrupt or impede User’s access to the Software or the Services. Such notice shall include an anticipated amount of time that the emergency or other unscheduled maintenance will be completed.

10. Monthly Billing Credit. If, in any calendar month, Valence fails to meet the uptime requirement provided in Section 7, then in the succeeding month User may be eligible for a billing credit in the amount of 25% of the total fees paid to Valence during that previous month. User must have initiated a customer support request in accordance with Section 13 relating to all periods of downtime experienced by User and claimed for purposes of User receiving a credit. At the end of the calendar month, User must submit a second notice to Valence claiming the credit. Valence will confirm with its internal logs the periods of downtime being claimed for the credit and if confirmed, Valence will apply the billing credit to User’s payment of fees.

11. Data Security. Valence warrants it has a security plan, will abide by the security plan, and will provide a copy of the security plan to User upon request. Valence also warrants that all measures of data security are provided in compliance with applicable law. In all cases subject to the limitations of liability set forth in Section 20, Valence assumes risk of loss if data is lost, damaged, breached, or compromised through the Software or Services, except to the extent solely caused by User’s conduct, and agrees to hold User harmless for any damages arising from any data that is lost, damaged, breached, or compromised through the Software or Services, except to the extent solely caused by User’s conduct. Valence will provide prompt written notice of any security breach, and a written copy of the results of the investigation of the breach.

12. Virus Protection. Valence covenants and agrees it will utilize commercially reasonable virus-prevention software and/or technology solutions. Valence agrees to attempt to prevent viruses from being loaded into the Software and into User’s own standard IT environment. In the event a virus is introduced through the Software, Valence will immediately take all appropriate steps to reduce the effects of the virus on User.

13. Customer Support. Valence will provide customer support to User during the term of this Agreement. Customer support will be available during normal business hours from 8:00 a.m. – 5:00 p.m. CST, Monday – Friday of each week during the term of this Agreement, excluding the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Any customer support requests shall be sent to Valence through support@valencedocs.com and Valence will acknowledge such request within one (3) business days of receiving such request.

14. Fees. Valence’s current fees are set forth on the Registration Form, and such fees may be amended on the Registration Form by Valence only with User’s consent. Valence will invoice User based on User’s use and the pricing set forth on the Registration Form (or such other writing provided to User by Valence), and User will automatically be charged for the plan permitting such use. Fees will be payable by User to Valence monthly in arrears in accordance with Section 15 or 16 (as applicable). If User has set up multiple accounts (for multiple properties, for example), User must specify the payment method in accordance with Section 15 or 16 for each account. In addition, User shall reimburse Valence for all reasonable expenses, including travel and accommodations, incurred in the course of providing on-site consulting, training and technical support requested by User, provided that Valence first obtains written approval from User to incur any such expenses. User will not be responsible for any expenses incurred by Valence without prior written approval from User. All fees are exclusive of, and each User is responsible for, applicable federal, state, or local sales, use, excise, export or other applicable taxes other than taxes on the net income of Valence. User shall pay or reimburse Valence for any such taxes and Valence may add any such taxes to amounts due to Valence.

15. Automatic Payments of Fees – Credit Card. Valence will charge User fees and expenses (and any applicable taxes) monthly in arrears based on the User’s use of the Services in the prior month. If User has elected to pay monthly with a credit card, Valence will automatically charge the amount due to the credit card set forth on User’s Registration Form without invoice on or about the fifth day of the calendar month following the month in which the fees were incurred; provided, however, that Valence (at its option) may wait and charge User’s credit card on file until such time as the aggregate fees due from User exceed $50.00, in which case such amounts will not be deemed to be overdue. Any partial months will be charged pro-rata fees. Valence may suspend User’s access to the Services if the charges to User’s credit card are rejected for any reason and the applicable fees are not subsequently paid within fifteen (15) days’ notice of such rejection. If payment in full for such rejected payment is not made within thirty (30) days of Valence’s notice of such rejection, Valence may terminate the Services. All fees will be charged in U.S. Dollars. Charges that are not disputed within forty-five (45) days of the date charged will be deemed to be accurate. If User has elected to pay via credit card and completes such portion of the Registration Form, you represent and warrant that you are legally authorized to charge amounts to the credit card specified. USER SPECIFICALLY AUTHORIZES VALENCE TO CHARGE THE CREDIT CARD SET FORTH ON USER’S REGISTRATION FORM WITHOUT FURTHER NOTICE OR INVOICE. USER ACKNOWLEDGES THAT SUCH AUTHORIZATION WILL REMAIN IN PLACE UNTIL SPECIFICALLY REVOKED IN WRITING TO VALENCE. If such authorization is revoked and User does not provide an alternate credit card or account from which Valence is authorized to automatically receive payment of fees due hereunder within thirty (30) days of such revocation, Valence may terminate the Services.

16. Automatic Payments of Fees – ACH. Valence will charge User fees and expenses (and any applicable taxes) monthly in arrears based on the User’s use of the Services in the prior month. If User has elected to pay monthly via an automatic debit from a checking or savings account, Valence will automatically draw the amount due from the account set forth on User’s Registration Form without invoice on or about the fifth day of the calendar month following the month in which the fees were incurred; provided, however, that Valence (at its option) may wait and debit User’s account on file until such time as the aggregate fees due from User exceed $50.00, in which case such amounts will not be deemed to be overdue. Any partial months will be charged pro-rata fees. Valence may suspend User’s access to the Services if the third party banking institution does not honor Valence’s debit for any reason and the applicable fees are not subsequently paid within fifteen (15) days’ notice of such dishonored payment. If payment in full for such rejected payment is not made within thirty (30) days of Valence’s notice of such nonpayment, Valence may terminate the Services. All fees must be paid in U.S. Dollars. Debits that are not disputed within forty-five (45) days of the date charged will be deemed to be accurate. If User has elected to pay via ACH and completes such portion of the Registration Form, you represent and warrant that you are legally authorized to access funds from the account specified. USER SPECIFICALLY AUTHORIZES VALENCE TO INITIATE DEBIT TRANSACTIONS FROM THE ACCOUNT SET FORTH ON USER’S REGISTRATION FORM WITHOUT FURTHER NOTICE OR INVOICE. USER ACKNOWLEDGES THAT SUCH AUTHORIZATION WILL REMAIN IN PLACE UNTIL SPECIFICALLY REVOKED IN WRITING TO VALENCE. If such authorization is revoked and User does not provide an alternate credit card or account from which Valence is authorized to automatically receive payment of fees due hereunder within thirty (30) days of such revocation, Valence may terminate the Services.

17. Termination. This Agreement shall be in effect as of the date User accepts the terms and conditions of this Agreement and shall continue until terminated in accordance with this Section 17. Either party may terminate this Agreement at any time upon written notice in the event the other party has committed a material breach, of this Agreement which remains uncured thirty (30) days after written notice of such breach. In addition, User may terminate this Agreement at any time upon written notice to Valence of termination, and Valence shall be entitled to terminate the Agreement at any time upon thirty (30) days’ prior written notice to User. Pursuant to Sections 15 and 16, if User fails to make a payment or to authorize a payment method, Valence may terminate the Services.

18. Effect of Termination. Upon termination of this Agreement, User shall immediately cease all use of the Services and pay any outstanding and accrued fees through the date of termination that are not disputed. For forty-five (45) days after such termination, User shall have download only access to the Software in order to retrieve User’s data from the Software. In addition, at any time prior to termination of this Agreement and for forty-five (45) days after such termination, User may request that Valence provide User with a copy of its data and content stored using the Software, and Valence shall provide User with a copy of its data and content on a format reasonably determined by Valence. If the data and content is in excess of 1 gigabyte, Valence will provide User with notice of the following additional fees and will not provide the copy of the data until User has agreed to pay the additional fees. For retrieval of data and content between 1 and 10 gigabytes, User will pay $2.00 per gigabyte, and for retrieval of data and content in excess of 10 gigabytes, User will pay (i) $250.00 plus (ii) $2.00 per gigabyte plus (iii) any shipping costs incurred by Valence. If User agrees to pay the additional fees set forth in the preceding sentence, Valence may use the payment method selected by User on the applicable Registration Form (i.e. credit card or ACH debit). After forty-five (45) days following the termination of this Agreement, Valence may permanently delete all of User’s data and content from the Software. Valence will destroy all User data at any prior time if requested by User. Termination of this Agreement will not affect any ongoing duties or responsibilities by either party.

19. Warranties. Each party represents and warrants to the other party that it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement, and this Agreement shall not conflict with any other agreement entered into by it. Valence represents and warrants the Services will be provided will be performed in a professional and workmanlike manner. Neither party makes any representations or warranties not expressly contained in this Agreement.

20. Damage Limitations. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL VALENCE OR ITS EMPLOYEES, AGENTS, ASSIGNS, DIRECTORS, INVESTORS OR OWNERS BE LIABLE TO USER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EVEN IF VALENCE IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF FEES PAID BY USER TO VALENCE UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE MOST CURRENT EVENT GIVING RISE TO SUCH LIABILITY OCCURRED.

21. Dispute Resolution. The parties agree that any and all disputes or controversies of any nature whatsoever, arising from or regarding the interpretation, performance, enforcement or breach of this Agreement shall be resolved by confidential, final and binding arbitration (rather than trial by jury or court or resolution in some other forum) to the fullest extent permitted by law, and further agree that either party may initiate an arbitration. Any arbitration proceeding pursuant to this Agreement shall be conducted by the American Arbitration Association (“AAA”) in Houston, Texas under the then existing AAA arbitration rules. A single arbitrator who is knowledgeable in the field of software shall be agreed upon by the parties; provided, however, that if the parties cannot agree upon an arbitrator within ten days of the initiation of the arbitration, a single arbitrator who is knowledgeable in that field shall be appointed by the AAA. The Federal Rules of Evidence and Federal Rules of Civil Procedure shall apply to any arbitration proceeding. The costs and expenses of arbitration, including, without limitation, reasonable attorneys’ fees, shall be borne ultimately as the arbitrator directs. The parties hereby consent to the jurisdiction of any arbitration held in said locale and in connection herewith, and hereby agree to comply with the decision and any award therein made. The arbitration award may be enforced by any court of competent jurisdiction in the same manner as a judgment by a court of law or equity.

22. Notices. All notices and consents required or permitted to be given under this Agreement shall be in writing and shall be effective upon delivery. User specifically acknowledges and agrees that notices from Valence to User will only be sent by electronic mail to the e-mail address set forth on User’s completed Registration Form. Valence shall not be required to send additional e-mail notices upon the receipt of an “undeliverable” message or “out of office” alert; it is User’s responsibility to confirm that Valence at all times has a valid e-mail address for notices in its files. Notices to Valence shall be made to Valence Docs, LLC, 4295 San Felipe, Suite 370, Houston, Texas 77027.

23. Miscellaneous. User shall at all times comply with the provisions of United States export laws, statutes and regulations which limit the export or diversion of certain products and technology to certain countries, entities and individuals. User shall defend, indemnify and hold Valence harmless from and against any violation of any applicable export law or regulation by User. User shall not transfer, assign or otherwise dispose of this Agreement or any of its associated rights or obligations without the prior written consent of Valence. This Agreement shall be deemed to have been entered into in, and shall be construed and governed by the laws of, the State of Texas and the United States of America, without regard to conflict of laws principles. The relationship of Valence and User established by this Agreement is that of independent contractor. This Agreement shall not be for the benefit of or enforceable by any person or entity not a party hereto and shall not confer any rights or remedies upon any entity other than the parties and their respective successors and permitted assigns. In the event any provision of this Agreement is adjudged by a tribunal to be unenforceable or invalid, that provision shall be stricken or modified to the minimum extent necessary so that (i) such provision is rendered valid and enforceable and accomplishes the original intent of the parties to the maximum extent possible and (ii) the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire, final, complete and exclusive agreement between the parties with regard to the subject matter hereof and supersedes all prior or simultaneous agreements, proposals, representations, discussions, negotiations and all industry customs or trade practices, oral or written, relating to this Agreement. This Agreement may not be modified or amended except by a written amendment signed by a duly authorized representative of each party.