PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING "AGREE" CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER'S BEHALF.
This agreement is between CEIPAL CORP., a Delaware corporation (CEIPAL), and the customer agreeing to these terms (Customer).
This agreement provides Customer access to and usage of an Internet based software service as specified on an order (Service).
Customer must pay all monthly or annual fees in advance, and as further specified on the order. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
If any third-party brings a claim against CEIPAL related to Customer's acts, omissions, data or information within the Service, Customer must defend, indemnify and hold CEIPAL harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
This agreement is governed by the laws of the State of New York (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Monroe County, New York, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. Customer hereby expressly waives the application of New York General Obligation Law section 5-903 to any renewal of this agreement.