3. Unauthorized Use.  Client will use the Services only in the manner authorized by Company.  Client will not access unauthorized areas of Company’s systems and Client will not engage in any hacking, reverse engineering, security breaches or other activity on Company’s systems.  In the event Company detects unauthorized use by Client, Company can immediately terminate this agreement in its entirety and immediately collect all fees due to fulfill the term of this agreement.

4. Confidentiality. All confidential information belonging to one party and disclosed to the other party shall remain solely the property of the disclosing party, and its confidentiality shall be maintained and protected by the recipient with the same effort used to protect its own confidential information, which degree of effort shall in any event be non-negligent.  The parties agree further not to use each other's confidential information for any other purpose than as contemplated by this Agreement.  Company will not claim any ownership in or rights to data, data integrity or content originated by Client.

5. Representations and Warranties.  If applicable, Client represents and warrants to Company that Client has secured and will keep in effect throughout the Term of this Agreement all necessary licenses, permits and authorizations to enable it to perform all of Client’s obligations under this Agreement, including license to all the Products, and will notify Company immediately should any such license, permit, authorization or rights no longer be in effect or in good standing.

6. Warranty Disclaimer.  EXCEPT AS STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES RESPECTING THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO SUCH SERVICES WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED.

7. Limitation of Liability.  COMPANY WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE IN WHOLE OR IN PART TO ANY CAUSE BEYOND COMPANY’S REASONABLE CONTROL.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY SPECIAL, INDIRECT, INCIDENT OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS OR (C) ANY CLAIM THAT AROSE MORE THAN ONE YEAR PRIOR TO INSTITUTION OF SUIT THEREON, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

8. Indemnification.  Client will hold Company harmless from, and defend and indemnify Company against, any and all claims, losses, damages and expenses, including reasonable attorneys’ fees, arising from a third party claim against Company to the extent that such third party claim is based on a breach of this Agreement by Client.

9. Force Majeure.  Neither Company nor Client will be deemed to be in default of any provision of this Agreement or for any failure in performance, resulting from acts or events beyond the reasonable control of Company or Client, as the case may be including, without limitation, acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, telecommunication outages, equipment malfunctions or other such major events beyond Company’s or Client’s reasonable control.

10. Governing Law and Dispute Resolution.  This Agreement is governed by and construed in all respects in accordance with the laws of the State of Minnesota, without regard to conflicts of laws principles. The parties agree that all disputes arising as a result of or in connection with this Agreement will be submitted to binding arbitration in Minneapolis, Minnesota before one arbitrator, in accordance with the then prevailing commercial rules of the American Arbitration Association.

11. Termination:  Either party may elect to terminate this Agreement as follows: (a) for breach of the Agreement, effective upon 30 days after written notice of the breach is provided to the other party, unless the breach is cured within the 30-day notice period, or (b) for convenience, provided that Client must pay the lesser of three months’ fees or the remaining fees due under the Agreement.

12. General.  Neither party may assign this Agreement or any of its respective rights or obligations under this Agreement unless approved in writing, prior to such assignment, by the other party, such approval to not be unreasonably withheld.  The section headings in this Agreement are for convenient reference and are not a part of this Agreement.  No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing.  This Agreement can be modified or amended only by written agreement signed by the parties.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term, the provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.  If an ambiguity or question of intent arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement.  This Agreement and the attached Addendums contain the complete agreement between the parties concerning the subject matter and supersedes all prior understandings, letters of intent, proposals or agreements, and all prior communications between the parties relating to the subject matter of this Agreement. 

Term:  This Agreement is effective as of the date that the first user is created for the client in Microsoft Active Directory on the behalf of the client and continues in effect for the term set forth below.  The client agrees to pay GOIWX invoices by the 5th of each month.  If the invoice is not paid by the 5th, the client has a grace period until the 10th.  At that time  the system will automatically stop logins on the 10th.  The client will be charged a $100.00 reactivation fee at the time the client is in good standing with GOIWX.

1 year

2 year

3 year

Unless either party provides notice of termination 30 days prior to the end of the then-current term, the Agreement will automatically renew for one-year terms, subject to any applicable price increases. 

Company will invoice Client monthly for all fees due under this Agreement on the 1st of each month. Fees are due to Company by the 29th of each month.  Company will require the first and last months fees paid in advance.  Fees received after the 2nd of the following month are subject to a 1.5% late fee.    Company may immediately terminate the Services for non-payment.  Client will reimburse Company for all reasonable costs incurred by Company in the collection of any payments due under this Agreement, including reasonable attorney’s fees.

Additional users can be added and deleted.  If additions exceed the initial agreement user count, the fees will be invoiced on a monthly basis to reflect the actual user count. If the user count falls below the original agreement count, there will be an automatic increase to the remaining monthly user pricing that will reflect original agreement pricing.  For example, if the monthly fee is $100.00 per user per month, the $100.00 user fee will be divided over the remaining users and the current per user pricing will be increased to reflect new user pricing.