Terms

Master Subscription Agreement
EXPERTNEGOTIATOR TERMS OF USE:

EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING AND REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF EXPERTNEGOTIATOR'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH EACH AND EVERY TERM AND CONDITION SET FORTH BELOW, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

IN THE EVENT THAT YOU HAVE ENTERED INTO A WRITTEN AGREEMENT SIGNED BY BOTH EXPERTNEGOTIATOR AND YOU (THE “WRITTEN AGREEMENT”) THAT SPECIFICALLY STATES THAT IT SUPERSEDES THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL NOT APPLY TO YOU AND YOUR USE OF THE SERVICE SHALL BE GOVERNED BY SUCH WRITTEN AGREEMENT.

Welcome

As part of the Service, ExpertNegotiator will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the ExpertNegotiator website incorporated by reference herein, including but not limited to ExpertNegotiator's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

This is Agreement applies to multiple types of subscriptions for the Service. Please read this Agreement carefully, as the Service is offered in multiple forms and, depending upon which subscription for which you have signed up to receive, different sections of this Agreement will apply to you:
- Subscriber Edition (Sections A and D apply to you)
- Academic Edition (Sections B and D apply to you)
- Trial Edition (Sections C and D apply to you)

SECTION A – Subscriber Edition
1. Disclosure
You agree that ExpertNegotiator can disclose the fact that you are a paying customer and the fact that you are a user of the Subscriber Edition.
2. License Grant
For so long as you are current with all Subscription Fees, ExpertNegotiator hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own personal or internal business purposes, subject to the terms and conditions of this Agreement.
All rights not expressly granted to you are reserved by ExpertNegotiator and its licensors.

3. Account Information and Data
In the event this Agreement expires or is terminated (other than by reason of your breach), ExpertNegotiator will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. ExpertNegotiator reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination by reason of your breach, your right to access or use Customer Data immediately ceases, and ExpertNegotiator shall have no obligation to maintain or forward any Customer Data.
4. Charges and Payment of Fees

Unless otherwise agreed upon in writing between ExpertNegotiator and you, you shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable as set forth on www.ExpertNegotiator.com/fees. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide ExpertNegotiator with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized Account Administrator may add licenses by executing an additional written Order Form or through My Account. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added after the 15th of the billing month will be charged half the fee for that billing month. ExpertNegotiator reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential to ExpertNegotiator, and you agree not to disclose them to any third party.
5. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. If the amount of disk storage required exceeds these limits, you will be charged, and you agree to pay, the then-current storage fees as set forth on www.ExpertNegotiator.com/fees. ExpertNegotiator will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by ExpertNegotiator to so notify you shall not affect your responsibility for such additional storage charges. ExpertNegotiator reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
6. Billing and Renewal

ExpertNegotiator charges and collects in advance for use of the Service. ExpertNegotiator will automatically renew and bill your credit card or deduct the appropriate amount from the banking account you have specified or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon in writing. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless ExpertNegotiator has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. ExpertNegotiator's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ExpertNegotiator's income.

You agree to provide ExpertNegotiator with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ExpertNegotiator reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless ExpertNegotiator in its discretion determines otherwise accounts will be billed in U.S. dollars and subject to U.S. payment terms and pricing.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
7. Non-Payment and Suspension

In addition to any other rights granted to ExpertNegotiator herein, ExpertNegotiator reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or ExpertNegotiator initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ExpertNegotiator may charge such unpaid fees to your credit card or deduct it from your banking account or otherwise bill you for such unpaid fees.

ExpertNegotiator reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ExpertNegotiator has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
8. Term; Termination

This Agreement commences on the Effective Date and shall continue for the Initial Term. This Agreement shall automatically renew for consecutive renewal terms equal to the Initial Term (each a "Renewal Term"), unless either party notifies the other party of its intention not to renew at least five (5) business days prior to expiration of the then current term. You may reduce the number of licenses, effective at the start of the next Renewal Term, by notifying Expert Negotiator in writing at least five (5) business days prior to the expiration of the then current Renewal Term.
9. Representations & Warranties

ExpertNegotiator represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ExpertNegotiator help documentation under normal use and circumstances.

SECTION B – Academic Edition
1. Disclosure
You agree that ExpertNegotiator can disclose the fact that you are a customer and the fact that you are a user of the Academic Edition.
2. License Grant
For so long as you are meet the requirements of the Academic Edition as set forth on www.ExpertNegotiator.com/AcademicRequirements, ExpertNegotiator hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own personal or internal business purposes, subject to the terms and conditions of this Agreement. In the event that you no longer meet the Academic Edition requirements, you agree to promptly notify ExpertNegotiator and cease using the Service.
All rights not expressly granted to you are reserved by ExpertNegotiator and its licensors.

3. Account Information and Data
In the event this Agreement expires or is terminated (other than by reason of your breach), ExpertNegotiator will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. ExpertNegotiator reserves the right to withhold, remove and/or discard Customer Data without notice for any breach. Upon termination by reason of your breach, your right to access or use Customer Data immediately ceases, and ExpertNegotiator shall have no obligation to maintain or forward any Customer Data.
4. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. If the amount of disk storage required exceeds these limits, you will be charged, and you agree to pay, the then-current storage fees as set forth on www.ExpertNegotiator.com/fees. ExpertNegotiator will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by ExpertNegotiator to so notify you shall not affect your responsibility for such additional storage charges. ExpertNegotiator reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

5. Suspension

In the event that you do not use your account for a period of 365 days or more, ExpertNegotiator reserves the right to suspend or terminate this Agreement and your access to the Service upon notice, including notice by email. You agree and acknowledge that ExpertNegotiator has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted upon such suspension or termination.
5. Term; Termination

This Agreement commences on the Effective Date and shall continue until (i) you no longer meet the requirement for the Academic Edition or (ii) your account is terminated as set forth herein. Further, ExpertNegotiator may terminate this Agreement in its sole discretion at any time.

SECTION C – Trial Edition
1. License Grant
ExpertNegotiator hereby grants you a thirty (30) day, non-exclusive, non-transferable, worldwide right to use the Service, solely for your own personal or internal business purposes and solely for evaluation purposes, subject to the terms and conditions of this Agreement. Upon expiration of the thirty (30) day trial period, you agree to promptly cease using the Service.
All rights not expressly granted to you are reserved by ExpertNegotiator and its licensors.

2. Account Information and Data
ExpertNegotiator reserves the right to withhold, remove and/or discard Customer Data without notice upon expiration or termination of this Agreement for any reason. Upon expiration or termination for any reason, your right to access or use Customer Data immediately ceases, and ExpertNegotiator shall have no obligation to maintain or forward any Customer Data.
3. Limited Data Storage

The maximum disk storage space provided to you under the Trial Edition is 20 MB per User.
4. Term; Termination

This Agreement commences on the Effective Date and shall continue until expiration of the trial period. Further, ExpertNegotiator may terminate this Agreement in its sole discretion at any time.

SECTION D – Terms and Conditions Common to All Editions
1. Privacy & Security; Disclosure

ExpertNegotiator's privacy and security policies may be viewed at http://www.ExpertNegotiator.com. ExpertNegotiator reserves the right to modify its privacy and security policies in its discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from ExpertNegotiator from time to time. You may opt out of receiving such communications at that time or at any subsequent time by changing your preference under My Account. Note that because the Service is a hosted, online application, ExpertNegotiator occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
2. License Restrictions

You may not access the Service if you are a direct competitor of ExpertNegotiator, except with ExpertNegotiator's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your personal or internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ExpertNegotiator immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ExpertNegotiator immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ExpertNegotiator user or provide false identity information to gain access to or use the Service.
4. Account Information and Data

ExpertNegotiator does not own any Customer Data. You, not ExpertNegotiator, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ExpertNegotiator shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

ExpertNegotiator will not monitor, edit or disclose any Customer Data without your permission except in accordance with this Agreement. Individual records of Customer Data at times may be viewed or accessed only for the purpose of resolving a problem or support issue, at your express request, to investigate suspected violations of this Agreement or as may be required by law. ExpertNegotiator may access your account and the Customer Data to respond to service or technical problems at your request or as stated in this Agreement.

Notwithstanding your maintaining ownership of all Customer Data, you hereby grant to ExpertNegotiator a perpetual, royalty-free, fully paid-up, non-exclusive, non-transferable, worldwide right to use and display the Customer Data to you through the Service.
5. Intellectual Property Ownership

ExpertNegotiator alone (and its licensors, where applicable) own all right, title and interest, including all Intellectual Property Rights, in and to the ExpertNegotiator Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ExpertNegotiator Technology or the Intellectual Property Rights owned or licensed by ExpertNegotiator. The ExpertNegotiator name, the ExpertNegotiator logo, and the product names associated with the Service are trademarks of ExpertNegotiator or third parties, and no right or license is granted thereto.

By your using the Service, you hereby grant to ExpertNegotiator the right to identify you as a customer and User of the Service and hereby grant to ExpertNegotiator the right to reproduce any logo, trademark or other indicia of origin that you use to identify your business and/or products ("Customer Trademarks"), subject to ExpertNegotiator's compliance with the reasonable policies related to the use of such Customer Trademarks.

You acknowledge that portions of the Service contain patent pending technology.
6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. ExpertNegotiator and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. ExpertNegotiator does not endorse any sites on the Internet that are linked through the Service. ExpertNegotiator provides these links to you only as a matter of convenience, and in no event shall ExpertNegotiator or its licensors be responsible for any content, products, or other materials on or available from such sites. ExpertNegotiator provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Termination for Cause

Any breach of your obligations or unauthorized use of the ExpertNegotiator Technology or Service will be deemed a material breach of this Agreement. ExpertNegotiator, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
8. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
9. Disclaimer of Warranties

EXPERTNEGOTIATOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EXPERTNEGOTIATOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS, WHERE IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY EXPERTNEGOTIATOR AND ITS LICENSORS.

IT IS YOUR AND/OR YOUR ATTORNEY’S OBLIGATION TO ENSURE THAT YOUR USE OF THE SERVICE WILL NOT WAIVE ANY PRIVILEGE IN ATTORNEY/CLIENT PRIVILEGED INFORMATION OR ATTORNEY WORK PRODUCT CONTAINED IN ANY CUSTOMER DATA. EXPERTNEGOTIATOR SHALL NOT BE LIABLE FOR ANY LOSS OF PRIVILEGE OF CUSTOMER DATA RESULTING FROM YOUR USE OF THE SERVICE.
10. Indemnification

You shall defend, indemnify and hold ExpertNegotiator, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) to the extent arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; or (iv) a claim by any third party relating to or arising out of your use of the Service, provided in any such case that ExpertNegotiator (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ExpertNegotiator of all liability and such settlement does not affect ExpertNegotiator's business or Service); (c) provides to you all reasonable information and assistance; and (d) has not compromised or settled such claim.
11. Internet Delays

EXPERTNEGOTIATOR'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EXPERTNEGOTIATOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
12. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EXPERTNEGOTIATOR'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THEIR ESSENTIAL PURPOSE.
13. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
14. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The User acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

ExpertNegotiator and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
15. Notice

ExpertNegotiator may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in your account information maintained by the Service, or by written communication sent by first class mail or pre-paid post to your address on record in your account information maintained by the Service. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ExpertNegotiator (such notice shall be deemed given when received by ExpertNegotiator) at any time by any of the following: letter sent by confirmed facsimile to ExpertNegotiator at the following fax number: 480-951-3224; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ExpertNegotiator at the following address: ExpertNegotiator, LLC., 6242 East Shangri La Road, Scottsdale, AZ 85254, addressed to the attention of: Chief Financial Officer.
16. Modification to Terms

ExpertNegotiator reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
17. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of ExpertNegotiator but may be assigned without your consent by ExpertNegotiator to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ExpertNegotiator directly or indirectly owning or controlling 50% or more of you shall entitle ExpertNegotiator to terminate this Agreement for cause immediately upon written notice.
18. General

This Agreement shall be governed by Arizona law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona to which you hereby submit to personal jurisdiction thereof. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form agreed to by both parties, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ExpertNegotiator as a result of this agreement or use of the Service. The failure of ExpertNegotiator to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ExpertNegotiator in writing. This Agreement, together with any applicable Order Form and the general Terms of Use, comprises the entire agreement between you and ExpertNegotiator and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of a conflict between the terms and conditions of this Agreement and the Terms of Use, the terms and conditions of this Agreement shall control.
19. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

"Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Registration, and any materials available on the ExpertNegotiator website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by ExpertNegotiator from time to time in its sole discretion;

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;

"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;

"Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other Intellectual Property Rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Registration or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;

"License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);

"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

"Online Registration" means ExpertNegotiator's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service;

"ExpertNegotiator" means collectively ExpertNegotiator, LLC, having its principal place of business at 6242 East Shangri La Road, Scottsdale, AZ 85254;

"ExpertNegotiator Technology" means all of ExpertNegotiator's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ExpertNegotiator in providing the Service;

"Service(s)" means the specific edition of ExpertNegotiator's online negotiation planning and management software, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by ExpertNegotiator, accessible via http://www.ExpertNegotiator.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by ExpertNegotiator, to which you are being granted access under this Agreement, including the ExpertNegotiator Technology and the Content;

"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by ExpertNegotiator at your request).

Copyright © 2010

ExpertNegotiator LLC. All Rights Reserved