ANNUAL TERM TELEPHONE SERVICES AGREEMENT
RECITALS
A. ALL VILLAGE provides VOIP Telephone Services (“Services”)
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:
1.Services. ALL VILLAGE shall provide the following Services to ALLVILLAGE CUSTOMER
1.1 Rights to Use Service for Business. ALL VILLAGE, with the assistance of ALL VILLAGE third-party service providers, will provide the Services set forth in any Order that ALL VILLAGE has accepted for Customer’s use, in accordance with the Agreement and applicable Use Levels. ALL VILLAGE hereby grants Customer a limited, personal, non-exclusive, non-transferable license to use the Services up to the number of subscriptions purchased.
1.2 Limitations on Use. Except to the extent expressly permitted by applicable law or as explicitly authorized by ALL VILLAGE in writing, Customer agrees not to:
a. Knowingly or negligently access or use the services in amanner that abuses or disrupts ALL VILLAGE networks, security systems, Customer Accounts or Services of ALL VILLAGE or any third party, or attempt to gain unauthorizedaccess to any of the able through unauthorized means;
b. Transmit any viruses, malware, or other types of malicioussoftware, or links to such software, through the Services;
c. Circumvent, or attempt to circumvent any limitations that ALL VILLAGE has imposed on their Customer Account;
d. Transmit through or post on the Services any material thatviolates privacy, including without limitation, content which is deemed abusive, threatening, harassing, obscene, slanderous, fraudulent, libelous or otherwise unlawful.
e. Use the software or Services except in accordance with allappliable laws and regulations;
f. If Customer’s use of the Services requires them to comply with industry-specific regulations applicable to such use, Customer will be solely responsible for such compliance. Customer may not use the Services in a way that would subject ALL VILLAGE to those industry-specific regulations without obtaining ALL VILLAGE’s prior written agreement.
1.3 End User Equipment. All Village does not provide and is not responsible for end user devices required to receive Service. Subscriber is responsible to provide their own device.
2. Support. ALL VILLAGE will provide normal business hours Technical Support for ALL VILLAGE CUSTOMER as a part of this Agreement and without cost to ALL VILLAGE CUSTOMER.
3. Pricing & Payments. As consideration for the Services provided to the Subscriber/Property by ALL VILLAGE, (the “Price”) ALL VILLAGE CUSTOMER shall pay ALL VILLAGE as follows:
3.1 Price. ALL VILLAGE CUSTOMER agrees to pay each invoice within 15 days of its receipt from ALL VILLAGE.
a. ALL VILLAGE will invoice the ALL VILLAGE CUSTOMER or their assigned property manager for the contracted office lines. Building lines are contracted for an initial period of one year. At the end of each term, the Service will automatically renew for a period of one year, unless the ALL VILLAGE CUSTOMER cancels the Services by providing ALL VILLAGE with at least thirty (30) days notice before the end of the then-current service term.
b. Invoices will be billed on or about the 25th of the month for the following month. No refunds will be issued for a partial year of service.
c. Payments made hereunder shall be in United States Dollars.
d. To secure payment for Services provided by All Village, ALL VILLAGE CUSTOMER hereby agrees to pay via ACH or check.
e. Interest on any unpaid balance shall then accrue daily at an annual APR of 18%, until settlement of the balance.
f. If on the fifteenth (15th) calendar day of the month at 11:59 pm Eastern Standard Time any part of the invoice remains unpaid then after notice and opportunity to cure, Services to the ALL VILLAGE CUSTOMER will be disconnected until the time that all monies owed are paid including a reconnect fee of up to Two Hundred Fifty dollars ($250).
3.2 Taxes. ALL VILLAGE CUSTOMER shall be responsible for any applicable taxes, tariffs, surcharges, or other like amounts assessed by any government entity arising as a result of the provision of the Services by ALL VILLAGE to ALL VILLAGE CUSTOMER under this Agreement.
3.3 No Other Payments. ALL VILLAGE CUSTOMER shall not be responsible for any payments to any third-party provider of programming services affiliated with or related to ALL VILLAGE in its capacity as a marketer of such services.
4. Term and Termination Rights.
4.1 Term. This Agreement becomes effective on the date it is fully executed by both parties (the “Effective Date”) and remains in full force and effect for a period of 1 year, (“Initial Term”) subject to early termination as specified in this Agreement, and it will renew for a period of one year at the conclusion of each term unless terminated during the renewal period by one of the parties to this agreement. Either party may terminate this agreement without cause during the renewal period; said renewal period will run for thirty (30) days prior to the conclusion of the initial term or any subsequent term of the Agreement.
4.2 ALL VILLAGE CUSTOMER Termination Fee. If ALL VILLAGE CUSTOMER terminates the Agreement without cause prior to the expiration of the Initial Term, ALL VILLAGE CUSTOMER shall pay ALL VILLAGE a “Termination Fee”. The Termination Fee shall be 100% of the total remaining balance due for the remainder of the contract. In the event of an uncured Event of Default by ALL VILLAGE CUSTOMER (as defined below) as to the terms of this Agreement, ALL VILLAGE shall not be liable for the payment of any Termination Fee. The parties intend the Termination Fee to be liquidated damages constituting compensation, and not a penalty. The parties acknowledge and agree that the Termination fee is a reasonable estimate of the anticipated or actual harm that may arise from such termination. ALL VILLAGE CUSTOMER’s payment of the Termination Fee is ALL VILLAGE CUSTOMER’s sole liability and entire obligation and the non-terminating party’s exclusive remedy for any termination by ALL VILLAGE under this agreement.
4.3 Effect of Termination. The expiration or termination of this Agreement, for any reason, shall not release either Party from any obligation or liability to the other Party, including any payment obligation, that:
(a) has already accrued hereunder;
(b) comes into effect due to the termination of the Agreement; or
(c) otherwise survives the expiration or termination of this Agreement.
Subject to Section 4.1, the Party terminating this Agreement, each Party shall not be liable to the other Party for any damage of any kind, (whether direct or indirect) incurred by the other Party by reason of the termination of this Agreement.
4.4 Return of Materials and Property. The Parties shall promptly, following the termination of this Agreement:
(a) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information;
(b) permanently erase all of the other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and information technology backup systems in which case such copies shall be destroyed upon the normal expiration of the backup files; or
(c) return to the other Party all tangible property, including equipment, in its possession or control, belonging to the other Party; and
(d) upon the other Party’s written request, certify in writing to the other Party that it has complied with the requirements of this Section 7.5.
5. Representations, Warranties, Indemnities, and Covenants of ALL VILLAGE.
ALL VILLAGE represents, warrants, and agrees that:
5.1 ALL VILLAGE has full power and authority to enter into this Agreement and to meet the terms and conditions of this Agreement, and the person signing this Agreement on behalf of All Village is authorized to bind ALL VILLAGE.
5.2 ALL VILLAGE shall secure all approvals necessary for ALL VILLAGE to perform its obligations under this Agreement and ALL VILLAGE is under no obligation, contractual or otherwise, and may not, unless otherwise permitted and agreed to by the Parties or as required by law, enter into any agreement that might in any way interfere with the performance of its obligations or the rights of ALL VILLAGE CUSTOMER under this Agreement.
5.3 Except as set forth herein, ALL VILLAGE shall not be liable to ALL VILLAGE CUSTOMER for failure of the service or any damages resulting therefrom except in the event of gross negligence on the part of ALL VILLAGE or ALL VILLAGE employees.
5.4 ALL VILLAGE or its Service Providers shall obtain and maintain all licenses, contracts, and permits necessary for the delivery of the Services and the installation and operation of the System.
5.5 Recognizing that there are external and internal variables that could affect performance, ALL VILLAGE will use its Best Efforts to take all actions and to do all things necessary, proper, or advisable to consummate, make effective, and comply with all the terms of this Agreement in delivering the service to the end user.
6. Representations, Warranties, Indemnities, and Covenants of ALL VILLAGE CUSTOMER.
ALL VILLAGE CUSTOMER represents, warrants, and agrees that:
6.1 ALL VILLAGE CUSTOMER has full power and authority to enter into this Agreement and to meet the terms and conditions of this Agreement, to grant the licenses provided in this Agreement, and the person signing this Agreement on behalf of ALL VILLAGE CUSTOMER is authorized to bind ALL VILLAGE CUSTOMER.
6.2 Subject to applicable Laws, ALL VILLAGE CUSTOMER is under no obligation, contractual or otherwise, to grant, and has not granted, to any third party any rights that would prevent ALL VILLAGE CUSTOMER from performing its obligations under this Agreement.
6.3 Except to the extent caused by the negligence of ALL VILLAGE or its Employees, ALL VILLAGE CUSTOMER shall indemnify, defend, and hold harmless ALL VILLAGE and ALL VILLAGE’s directors, officers, employees, agents, representatives, and affiliates from all claims resulting from (i) any negligent or willful act or omission of ALL VILLAGE CUSTOMER, or (ii) a default by ALL VILLAGE CUSTOMER under this Agreement (iii) any claim brought against ALL VILLAGE by any third party as a result of any agreements entered into by ALL VILLAGE CUSTOMER. This indemnification includes providing adequate legal counsel as required. The indemnification obligations set forth in this Section 9.3 shall be conditioned upon the applicable indemnitee(s) giving notice of any indemnifiable claim to the indemnifying party promptly enough so as to not unduly hamper the capabilities of the indemnifying party to perform and abide by its obligations.
7. Default and Remedies.
7.1 An “Event of Default” exists under this Agreement upon the occurrence of any of the following events:
(a) ALL VILLAGE or ALL VILLAGE CUSTOMER does not perform any material term, provision, covenant, agreement, or obligation under this Agreement, other than a default by ALL VILLAGE CUSTOMER as a result of force majeure, and then does not cure the default within thirty (30) days after receiving written notice of the default from the other party. If any non-monetary default cannot be cured within the 30-day period, an Event of Default does not occur if the defaulting party commences to cure the default within the 5 days and diligently completes the cure as soon as reasonably practicable, but in any event within 30 days after receiving such default notice.
(b) If ALL VILLAGE or ALL VILLAGE CUSTOMER becomes insolvent or if ALL VILLAGE or ALL VILLAGE CUSTOMER becomes a debtor in a bankruptcy proceeding or similar action that is not permanently dismissed or discharged within 60 days (for voluntary proceedings) or 120 days (for involuntary proceedings).
7.2 If an Event of Default occurs, the non-defaulting party may terminate this Agreement without penalty or fee by giving 30 days’ written notice to the defaulting party; and bring an action against the defaulting party for damages.
7.3 Service Default- All Village Customer has utilized and tested the existing All Village Application(s) and approves them as they are currently constituted. Service default is defined as any defect in the current application which did not exist at the execution of this agreement, or any ongoing unresolved signal or feed issue. Occasional fluctuations in signal quality from the underlying content provider is out of the control of All Village and is expected.
8. Miscellaneous Provisions
8.1 No Joint Venture. The relationship of ALL VILLAGE and ALL VILLAGE CUSTOMER is that of independent contractors and neither ALL VILLAGE nor ALL VILLAGE CUSTOMER, nor their agents or employees, will be deemed to be the employees or agents of the other; nor may ALL VILLAGE or ALL VILLAGE CUSTOMER bind the other, transact any business in the other’s name, or in its behalf, in any manner or form, make any promise or representation, or incur any liability, direct or indirect, contingent or fixed, for or on behalf of the other.
8.2 Rules and Regulations. ALL VILLAGE CUSTOMER shall comply with all security rules and regulations with respect to the Network or the management thereof as may be established from time to time by All Village or its duly authorized agent, so long as ALL VILLAGE CUSTOMER is provided with prior written notice thereof and provided such rules and regulations do not make ALL VILLAGE CUSTOMER’s performance of its obligation under this Agreement commercially unreasonable.
8.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of ALL VILLAGE and ALL VILLAGE CUSTOMER and their respective successors and assigns. ALL VILLAGE CUSTOMER may not assign its interest in this Agreement without ALL VILLAGE’s prior written consent except to a solvent affiliate of ALL VILLAGE CUSTOMER or to a solvent entity that purchases all or substantially all of ALL VILLAGE CUSTOMER’s assets, which affiliate or entity must possess the appropriate skills to perform ALL VILLAGE CUSTOMER’s obligations under this Agreement. ALL VILLAGE may assign its interest in this Agreement to any entity that is owned by, controlled by, under common control with, or that owns ALL VILLAGE, provided the assignee is commercially viable and can perform under the terms of this Agreement. If ALL VILLAGE sells, conveys, or transfers the Network, the sale, conveyance, or transfer will be made subject to this Agreement and ALL VILLAGE shall cause any transferee to assume the duties and obligations of ALL VILLAGE hereunder. ALL VILLAGE will have no liability for any obligations arising under this Agreement after any sale, conveyance, assignment or transfer if proper notice is delivered and documented to all the parties involved in the transfer or assignment and the transferee agrees to be bound by the terms hereof. The assigning party shall notify the other party of any assignment, and provide written evidence of the assignment, within 30 days after the assignment.
8.4 Force Majeure. Except as expressly stated in this Agreement, neither party is liable nor in default for any delay or failure of performance resulting directly from anything beyond the reasonable control of the non-performing party, such as acts of God; acts of civil or military authority; acts of a public enemy; war; hurricanes, tornadoes, storms, earthquakes or floods that occur within a fifty (50) mile radius of the Network; terrorism, fires or explosions, loss of electric power that occur at the Network or at facilities directly servicing the Network; or governmental regulation.
8.5 All notices, demands, approvals, requests, or other communications required or permitted hereunder must be in writing.
8.6 ALL VILLAGE CUSTOMER and ALL VILLAGE shall hold each other’s Information in confidence and not disclose any proprietary information to any third party except as allowed and necessary to perform under this Agreement.
8.7 If either Party is required by order of any court or regulatory authority to disclose the other Party’s Information, then the required Party shall first give notice to the other Party to allow such time for the other Party to take necessary steps to protect its Information.
To ALL VILLAGE COMMUNICATIONS:
2300 Bethelview Rd 110-184
Cumming, GA 30040 Attn: Seth Steinberg
404-850-7058, ext. 1002
seth@allvc.net
8.8 Either party may designate a different place or places for notice by delivering notice to the other party in accordance with this Section.
9. Applicable Law and Severability. This Agreement is subject to, governed by, and interpreted according to the laws of the State of Georgia, without reference to its choice of law provisions. The parties agree to attempt to resolve any dispute arising out of this Agreement via mediation.
9.1 Entire Agreement, Waiver, and Amendment. This Agreement along with Exhibit B contains the entire agreement between the parties with respect to the subject matter hereof. There are no warranties or representations except as expressly provided in this Agreement. This Agreement supersedes all prior agreements between ALL VILLAGE and ALL VILLAGE CUSTOMER concerning the subject matter hereof. No failure or delay by a party to exercise any right it may have by reason of the default of the other party operates as a waiver of default and any waiver is effective only if in writing. A party’s specific waiver is not a waiver by that party of any earlier, concurrent, or later breach or default. This Agreement may not be modified or amended except by a written instrument signed by ALL VILLAGE and ALL VILLAGE CUSTOMER.
9.2 Third-Party Beneficiaries. No Provision in this Agreement is intended to grant or provide any third-party any rights or obligations under this Agreement.
9.3 Rule of Construction. ALL VILLAGE and ALL VILLAGE CUSTOMER and each of their respective counsel have reviewed and approved this Agreement. Accordingly, the normal rule of construction that any ambiguities are to be resolved against the drafting party will not be applied in the interpretation of this Agreement or any of the Exhibits hereto and this Agreement is deemed to have been prepared jointly by the parties.
9.4 Legal Fees. In any legal proceeding to enforce or interpret the terms of this Agreement, the prevailing party may recover from the other party, in addition to other relief, all costs and expenses, including, without limitation, reasonable legal fees and court costs, incurred by the prevailing party.
ALL VILLAGE and ALL VILLAGE CUSTOMER have executed this Agreement as an extension of their executed Service Agreement.
EXHIBIT A TERMS & CONDITIONS
1. SERVICES. All Village shall provide VOIP telephone services to ALL VILLAGE CUSTOMER pursuant to the terms and conditions set forth in the Service Agreement executed between ALL VILLAGE CUSTOMER and ALL VILLAGE.
2. LIMITATION OF LIABILITY.
A. NO GUARANTEE; NO LIABILITY. ALL VILLAGE MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT THE EQUIPMENT AND SERVICES PROVIDED WILL DETECT OR AVERT INTERNET VIRUSES, TROJAN HORSES, OR ANY OTHER SECURITY BREACHES WITH MARKETING PARTNERS OR ALL VILLAGE CUSTOMERS SUBSCRIBERS’ COMPUTERS OR COMPUTER EQUIPMENT OR THEIR CONSEQUENCES. ALL VILLAGE DOES NOT UNDERTAKE ANY RISK THAT ALL VILLAGE CUSTOMER OR ALL VILLAGE CUSTOMER’S SUBSCRIBERS’ COMPUTERS OR OTHER EQUIPMENT OR PROPERTY OF OTHERS, MAY BE SUBJECT TO INJURY OR LOSS IF SUCH AN EVENT OCCURS. THE ALLOCATION OF SUCH RISK REMAINS WITH ALL VILLAGE CUSTOMER, NOT ALL VILLAGE. ALL VILLAGE CUSTOMER RELEASES, WAIVES, DISCHARGES AND PROMISES NOT TO SUE OR BRING ANY CLAIM OF ANY TYPE AGAINST ALL VILLAGE FOR LOSS, DAMAGE OR INJURY RELATING IN ANY WAY TO THE EQUIPMENT OR SERVICES PROVIDED BY ALL VILLAGE CUSTOMER.
B. INSURANCE; WAIVER OF SUBROGATION RIGHTS. BOTH COMPANIES AGREE THAT NEITHER IS AN INSURER. PROVIDING INSURANCE OF ANY TYPE. ANY AMOUNTS PAID UNDER THE IPTV SERVICES AGREEMENT OR BY ALL VILLAGE CUSTOMER TO ALL VILLAGE IS NOT AN INSURANCE PREMIUM. NOR DO SAID PAYMENTS RELATE TO THE VALUE OF ALL VILLAGE CUSTOMER’S PROPERTY OR BUSINESS VENTURES OR ANYONE ELSE’S LOCATED IN ALL VILLAGE CUSTOMER’S PREMISES OR ANY RISK OF LOSS DUE TO USE OF SERVICES. INSTEAD, THE AMOUNT CHARGED IS BASED SOLELY UPON THE VALUE OF THE EQUIPMENT AND SERVICES ALL VILLAGE PROVIDES, AND UPON THE LIMITED LIABILITY ALL VILLAGE ASSUMES, UNDER THIS AGREEMENT. IF ALL VILLAGE CUSTOMER DESIRES INSURANCE TO PROTECT AGAINST ANY RISK OF LOSS, ALL VILLAGE CUSTOMER WILL PURCHASE IT AT ITS OWN EXPENSE. IN THE EVENT OF ANY LOSS, DAMAGE OR INJURY, EACH PARTY WILL LOOK EXCLUSIVELY TO THEIR OWN INSURER AND NOT TO THE OTHER PARTY TO COMPENSATE THEMSELVES OR ANYONE ELSE. BOTH PARTIES RELEASE AND WAIVE ALL RIGHTS, INCLUDING SUBROGATION AND OTHER RIGHTS, TO RECOVER AGAINST THE OTHER PARTY FOR CLAIMS ARISING AS A RESULT OF THE PAYMENT OF ANY CLAIM FOR LOSS, DAMAGE OR INJURY.
3. OWNERSHIP.
The equipment used to provide services to ALL VILLAGE CUSTOMER is owned by ALL VILLAGE. If required, ALL VILLAGE CUSTOMER will work with ALL VILLAGE as needed to provide a location and facility to house any ALL VILLAGE equipment that may be needed. This may include equipment on multiple properties as deemed necessary by ALL VILLAGE.
4. LIMITED WARRANTY.
During the term of the agreement, ALL VILLAGE will repair or at its option or replace any defective part placed in the ALL VILLAGE CUSTOMER facilities, and will make required mechanical adjustments, all at no charge to ALL VILLAGE CUSTOMER. ALL VILLAGE will use new or functionally operative parts for replacements. This limited warranty is for ALL VILLAGE CUSTOMER’s benefit only and may not be enforced by any other person or entity. This limited warranty gives ALL VILLAGE CUSTOMER specific legal rights. The laws of the state where this Agreement was signed may also give ALL VILLAGE CUSTOMER additional rights.
5. WARRANTY EXCLUSIONS.
ALL VILLAGE performs warranty services only during normal working hours. IF ALL VILLAGE CUSTOMER REQUESTS ALL VILLAGE TO PERFORM WARRANTY SERVICES OUTSIDE NORMAL WORKING HOURS, ALL VILLAGE CUSTOMER MAY BE REQUIRED TO PAY FOR THE SERVICES AT ALL VILLAGE’S THEN-CURRENT RATES FOR LABOR AND PARTS. THE LIMITED WARRANTY PROVIDED UNDER THIS AGREEMENT DOES NOT APPLY IF ALL VILLAGE DETERMINES UPON INSPECTION THAT ANY OF THE FOLLOWING
CONDITIONS CAUSED THE NEED FOR SERVICE: (i) damage resulting from accidents, theft, Acts of God, natural disasters, labor disputes, war, terrorism, civil strife, electrical surge, alterations or misuse; (ii) ALL VILLAGE CUSTOMER fails to properly follow the operating instructions; (iii) trouble in a telephone line, use of non-traditional telephone line or service (including but not limited to DSL, ADSL, VoIP, etc.) or due to interruption of power; (iv); ordinary maintenance or wear and tear; (v) alterations to my premises; or (vi) alterations or damage to the ALL VILLAGE CUSTOMER Facilities caused by ALL VILLAGE CUSTOMER or by a cause beyond ALL VILLAGE’s control. (vii). ALL VILLAGE will not perform warranty services on any device not installed by ALL VILLAGE.
6. NO OTHER WARRANTIES.
OTHER THAN THE LIMITED WARRANTY PROVIDED UNDER THIS AGREEMENT BOTH PARTIES AGREE THAT THEY MAKE NO GUARANTEE OR WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES ALL VILLAGE PERFORMS OR THE EQUIPMENT IT PROVIDES. ALL VILLAGE CUSTOMER’S EXCLUSIVE WARRANTY REMEDY IS SET FORTH ABOVE. SOME STATES MAY NOT ALLOW THE PARTIES TO AN AGREEMENT TO LIMIT THE LENGTH OF AN IMPLIED WARRANTY. THE LAWS OF THE STATE WHERE THIS AGREEMENT WAS SIGNED WILL DETERMINE WHETHER THESE LIMITATIONS AND EXCLUSIONS APPLY.
7. ASSIGNMENT.
Neither Party to this agreement may assign the agreement without prior written consent of the other party.
8. DELAYS.
ALL VILLAGE HAS NO RESPONSIBILITY OR LIABILITY TO ALL VILLAGE CUSTOMER FOR DELAYS IN THE INSTALLATION OR REPAIR OF THE ALL VILLAGE FACILITIES, REGARDLESS OF THE REASON. ALL VILLAGE HAS NO RESPONSIBILITY OR LIABILITY FOR INTERRUPTIONS OF SERVICE OR ANY RESULTING CONSEQUENCES, WHETHER DUE TO STRIKE, RIOT, FLOOD, FIRE, TERRORISM, ACT OF GOD OR ANY OTHER CAUSE WITHIN OR BEYOND ALL VILLAGE ‘S CONTROL. IF THERE ARE SERVICE INTERRUPTIONS, ALL VILLAGE HAS NO OBLIGATION TO SUPPLY ALL VILLAGE CUSTOMER WITH SUBSTITUTE SERVICES.
9. ELECTRONIC MEDIA; PERSONAL INFORMATION.
Either Party may scan, image or otherwise convert this Agreement into an electronic format of any nature. A copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation. Either Party’s receipt by fax or scanned copy of the Agreement signed by the other Party legally binds such Party and such copy is legally equivalent to the original for any and all purposes, including litigation. The personal information about Each Party and third parties that Each Party provided to the other Party is true and complete. Each Party will notify the other Party without delay of any change to this information. ALL VILLAGE CUSTOMER consents to ALL VILLAGES’s use of ALL VILLAGE CUSTOMER’s personal information and that of third parties provided by ALL VILLAGE CUSTOMER for the purpose of setting up and administering ALL VILLAGE CUSTOMER’s services (including credit approval, invoicing, collecting and providing information on new equipment or services).
ALL VILLAGE CUSTOMER has obtained the consent of the third parties, whose personal information they have provided to ALL VILLAGE, to use such personal information for the administration of ALL VILLAGE CUSTOMER’s account with ALL VILLAGE and as provided in this Agreement. ALL VILLAGE may collect (including ALL VILLAGE CUSTOMER’s consent to record my telephone conversations with ALL VILLAGE ‘s representatives), use, disclose and transfer ALL VILLAGE CUSTOMER’s personal information, and that of third parties provided by ALL VILLAGE CUSTOMER, to ALL VILLAGE ‘s parents, affiliates, subsidiaries and successor corporations, any subcontract or assignee of this Agreement or any applicable authority having jurisdiction that requests such information to administer services, ALL VILLAGE CUSTOMER Facilities license, permit or similar programs.
10. AMENDMENTS.
Except for updates posted under the terms and conditions section, which shall be binding 14 days after posting. Both parties must agree in writing to any changes or modifications to this agreement.
11. ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. ALL VILLAGE CUSTOMER IS NOT RELYING ON ALL VILLAGE’S ADVICE OR ADVERTISEMENTS. ALL VILLAGE IS NOT BOUND BY ANY REPRESENTATION, PROMISE, CONDITION, INDUCEMENT OR WARRANTY, EXPRESS OR IMPLIED, THAT IS NOT INCLUDED IN WRITING IN THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLY AS PRINTED WITHOUT ALTERATION OR QUALIFICATION, UNLESS A CHANGE IS APPROVED IN WRITING BY A ALL VILLAGE AUTHORIZED REPRESENTATIVE. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL AND GOVERN EVEN IF THERE ARE OTHER DOCUMENTS WITH INCONSISTENT OR ADDITIONAL TERMS AND CONDITIONS. IF A COURT DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, THAT PROVISION SHALL BE DEEMED AMENDED AND ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW. EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT SHALL CONTINUE TO BE VALID AND ENFORCEABLE.