Terms of Service
Inlet e-Bill Delivery Subscription Service
BY USING THE SERVICE CLIENT IS AGREEING TO BE BOUND BY THIS AGREEMENT.
This agreement is between Inlet LLC (“Inlet”) and the client named in the order (“Client”).
1. Service. Inlet shall make the service available to Client for the period specified in the order, subject to the terms and conditions in this agreement.
a. Generally. Client shall pay the fees specified in the order. Except as otherwise provided, all fees are in United States dollars.
b. Invoicing & Payment. Fees for the service will be invoiced in arrears in an electronic invoice to the email address provided by Client to Inlet in the order. Client shall maintain accurate billing and contact information with Inlet. Client shall remit payment to Inlet via ACH transactions. All invoices are payable and due net thirty (30) days from the date of the invoice.
c. Overdue Payments. Any payment not received from Client within thirty (30) days after the due date may accrue, at Inlet’s discretion, late charges at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
d. Suspension of Service. If Client’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Inlet reserves the right to suspend the service, without liability to Client, until such amounts are paid in full.
e. Taxes. The fees are exclusive of any applicable local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). Client is responsible for paying all Taxes, excluding only taxes based on Inlet’s income. If Inlet has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client, unless Client provides Inlet with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Proprietary Rights.
a. Ownership and Reservation of Rights to Inlet Intellectual Property. Inlet owns all right, title and interest in and to the service. Inlet reserves all rights, title and interest in and to the service, including, but not limited to, all related Intellectual Property Rights. No rights are granted to Client hereunder other than as expressly set forth herein.
b. Trademark License. Client hereby grants Inlet the non-exclusive, royalty free, worldwide revocable right to (a) use its trademarks and logos; and (b) use, distribute, display, and reproduce its materials, documents and related content, in each case solely for use in connection with the Service. Inlet shall comply with Client's trademark usage guidelines provided by Client to Inlet.
a. In connection with the Service, each party may exchange certain information with the other (the providing party, the "Provider" and the receiving party, the "Receiver"), which may include business and technical information, information relating to trade secrets, systems, procedures, confidential reports, customer lists, security procedures, computer software, programs, and financial information ("Confidential Information"). Client, as Provider, agrees that it will only disclose such information as is necessary for Inlet to perform the Service. The Receiver agrees that it shall use the same degree of care as the Receiver uses with respect to its own Confidential Information of like importance, but no less than reasonable care, to avoid unauthorized disclosure or use of any of the Provider’s Confidential Information. The Receiver may disclose the Confidential Information to its employees, agents, subcontractors and affiliates who in the Receiver’s commercially reasonable judgment have a specific and demonstrable need to know such Confidential Information solely in connection with performing the Service and who are subject to confidentiality obligations materially consistent with this Agreement. Nothing contained herein shall in any way restrict or impair the Receiver’s right to use, disclose or otherwise deal with Confidential Information: (i) which at the time of its disclosure is part of the public domain or which becomes a part of the public domain through no wrongful act or inaction of the Receiver; (ii) that is already known to the Receiver without restriction on use or disclosure at the time of communication to the Receiver; (iii) that has been rightfully received from a third party authorized to make such communication, without restriction on use or disclosure; or (iv) which is independently acquired or developed by the Receiver or any parent, subsidiary or affiliate without violation of the Receiver’s obligations hereunder.
b. If the Receiver is required by any legal or regulatory requirement to disclose Confidential Information of the Provider, the Receiver shall have the right to disclose Confidential Information as necessary to comply with such requirement, provided, however that it shall, to the extent legally permitted, provide the Provider with prior notice of such required disclosure and reasonable assistance, at Provider’s cost, if the Provider wishes to contest the disclosure.
c. Client’s and Inlet’s confidentiality obligations hereunder shall be binding upon each party during the period that the Service is provided and for two (2) years thereafter; provided, however, that protection of trade secrets shall extend for so long as the relevant information qualifies as a trade secret under applicable law.
5. Advertising. If Client elects to utilize Inlet’s advertising capabilities as part of the Service, Client’s use thereof is governed by the Inlet Advertising Terms and Conditions accessible via http://www.inletdigital.com/legal-documentation, as such terms may be updated by Inlet from time to time.
6. Warranties & Disclaimer. INLET MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES.
7. Indemnification. Inlet shall indemnify Client from and against any loss or damage payable to a third party (including reasonable attorneys’ fees) suffered or incurred by Client arising out of or resulting from any action suit or proceeding by a third party: (i) alleging that the use of the service as contemplated hereunder infringes the Intellectual Property Rights of any third party and (ii) for injury or death of any person or loss of or damage to any tangible property resulting from the negligent acts or omissions of Inlet. "Intellectual Property Rights" means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
8. Limitation of Liability.
a. Limitation of Liability. Inlet’s aggregate liability for any and all damages arising from or relating to any and all claims and causes of action in connection with the service, whether in contract, tort or under any other theory of liability, shall not exceed an amount equal to the fees paid by Client to Inlet with respect to the service during the twelve (12) month period immediately preceding the date of occurrence of the event upon which a claim is asserted.
b. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL INLET HAVE ANY LIABILITY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Term & Termination.
a. Term of Agreement. The term of the agreement is for the period specified in the order, unless earlier terminated as provided below.
b. Termination for Cause. A party may terminate this agreement: (i) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10. Publicity. Client agrees that Inlet may (a) with the prior approval of Client, prepare and issue a press release, case study or other collateral regarding Client’s use of the Service, (b) include Client’s name in any published client list, and (c) display Client’s name and logo on the Inlet website or channel website or mobile application, subject to Inlet’s compliance with Client’s trademark use guidelines.
11. General Provisions.
a. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
b. Governing Law. This agreement shall be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules. The parties irrevocably and unconditionally consent to venue in New York County, New York (and hereby waive any claims of forum non conveniens with respect to such venue) and to the exclusive jurisdiction of competent New York state and federal courts located in New York County, New York for all litigation which may be brought with respect to the terms of, and the transactions and relationships contemplated by, this agreement.
c. Entire Agreement. This agreement and the order, together with the NDA, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or in any other Client order documentation shall be incorporated into or form any part of this agreement, and all such terms or conditions shall be null and void. In the event of a conflict between the terms in this agreement and the order, the terms in the order shall control.
d. Force Majeure. Except for a party’s payment obligations, neither party shall be responsible for delays or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, strikes, lockouts, riots, acts of war, acts of terrorism, or changes of laws or regulations, epidemics, fire, interruption or failure of internet, general internet or communication line failures, telecommunications or digital transmission links, computer viruses or hackers, power surges or failures, earthquakes or other disasters.
e. No Third-Party Beneficiaries. There are no third-party beneficiaries to this agreement.
f. Relationship of the Parties. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
g. Severability. If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this agreement shall remain in effect.
h. Surviving Provisions. The following provisions shall survive any termination or expiration of this agreement: Sections 3(a), 4 (for the period specified therein), 6-8, and 11.
i. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.