Terms and Conditions

Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Service Proposal.

1. Term. The term of these Terms and Conditions (together with the Service Proposal, the “T&Cs”) shall, unless earlier terminated in accordance with the term set forth herein, continue for that period of time as set forth in the Service Proposal (the “Term”). The Term shall automatically renew unless either party terminates with 30-days notice. If the Parties express a desire to enter into a new agreement, then prior to the end of the Term, the Parties agree to negotiate in good faith a new agreement with new terms and conditions.
2. Services, Responsibilities and Fees. Customer has requested, and Aiden shall provide, support services for AidenBot and AidenVision (as both are described in the Service Proposal). Aiden’s AidenCore and AidenLabs services shall include: (i) technical support management professionals to Customer throughout the Term, which technical support management professionals shall have the requisite technical skills to successfully perform the services described herein and fulfill the terms set forth herein; and (ii) management of the activities involving the technical support management professionals throughout the Term. Aiden will maintain a secure policy file (“Policy File”) on behalf of Customer, that will specify the third-party software of Customer that is or will be supported by Aiden as part of the AidenCore library and AidenLabs packaging service (“Supported Software”). The Policy File may only be updated by Aiden at the direction of Customer. Aiden will not accept any license or similar agreement for any third-party provider not listed In the Policy File without first obtaining Customer’s written approval.
3. Customer Responsibilities and Requirements. During the Term, Customer shall: (i) provide key numbers, installation files, and any company specific settings to be applied in all packages; (ii) ensure that all software to be packaged has a documented method for unattended installation; (iii) ensure that all configurations to be automated are manufacturer supported configurations; (iv) provide a physical or virtual Windows Server at each of Customer’s offices supported by Aiden if Customer utilizes Aiden’s Windows Deployment Automation Services; (v) not modify Aiden’s Windows Deployment Automation Service or Software Packages; (vi) allow external network communication between Aiden’s service infrastructure and an internal replication point, for regular updates to system builds, drivers, packages, and any additional requested services; (vii) as a condition precedent to Aiden’s obligation to perform services hereunder, purchase licenses for all hardware and software supported by Aiden; viii) grant Aiden with authority to facilitate the download and management of the Supported Software listed in the then-current Customer-approved version of the Policy File and accept all software license agreements required to facilitate automatic installs/updates for such software; (ix) not rent, lease, lend, sell, redistribute or sublicense any Aiden software; or (x) not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any Aiden software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with any Aiden software).
4. Fees. The Parties agree to comply with and be bound by the fee and payment terms set forth in the Service Proposal. Unless otherwise provided for in the Service Proposal, Aiden is not authorized to incur any expenses on behalf of Customer without prior written consent of an authorized agent of Customer. Customer agrees to make payment of all invoices within ten (10) days of the invoice due date. If Customer fails to pay any fees within five (5) days after the fees are due, the amount remaining unpaid will accrue interest from the date such Fees were due at an interest rate of the lesser of one and a half (1.5%) percent per month or the highest rate allowed by law.
5. Non-solicitation of Aiden Personnel. Customer agrees not to solicit for hire, during the Term and for one (1) year thereafter, any of Aiden’s current personnel who have any involvement with Customer’s services. This non-solicitation provision is material to the agreement of the Parties and any attempt to violate it is a material breach.
6. Customer’s Representations and Warranties. Customer represents and warrants that: (i) it has purchased, and will continue to purchase in the future, licenses for all hardware and software supported by Aiden for Customer; (ii) it is under no obligation or restriction that would in any way interfere or conflict with the terms herein; (iii) it has the full right, power, and authority to enter into these T&Cs; (iv) an authorized representative has executed these T&Cs; and (v) its execution and delivery of, and the performance of its obligations hereunder will not conflict with or constitute a breach of any other agreement. Customer agrees to repair, modify, and/or remedy a breach of any of the representations and warranties described herein within forty-eight (48) hours of notice, or as soon as practicable, free of charge to Aiden. These representations and warranties shall extend for the Term of these T&Cs.
7. Disclaimer of Warranties. EXCEPT AS PROVIDED FOR HEREIN, EACH PARTY MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY MATTER AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
8. Confidentiality and Non-Disclosure. Customer acknowledges that during the Term it may be provided access to and become acquainted with various “Proprietary Information.” The term “Proprietary Information” means any information or material which is proprietary to Aiden, whether or not owned or developed by Aiden, which is not generally known other than by Aiden, and which Customer may obtain through any direct or indirect contact with Aiden. Proprietary Information includes without limitation: business records and plans; financial statements; customer lists and records; potential customer lists and records; Aiden’s distribution and billing software; trade secrets; technical information; products; copyrights and other intellectual property; legal documents; processes; strategies; related communications; websites; logins; passwords; codes; domain names; algorithms; documents; blueprints; specifications; information; letters; notes; media lists; original artwork/creative; notebooks; and similar items relating to Aiden’s business; inventions; innovations; processes; information, records and specifications owned or licensed by Aiden and/or used by Aiden in connection with the operation of its business including, without limitation, Aiden’s business and product processes, methods, customer lists, accounts, and procedures. Customer understands, acknowledges and agrees that: (i) the Proprietary Information has been developed or obtained by Aiden through the investment of significant time, effort, and expense, and that the Proprietary Information is Aiden’s valuable, special, and unique asset, which provides Aiden with a significant competitive advantage, and needs to be protected from improper disclosure; (ii) it shall hold in confidence and not disclose the Proprietary Information to any person or entity without Aiden’s prior written consent; (iii) it will not disclose any of the aforesaid Proprietary Information, directly or indirectly, or use any of them in any manner, during the Term, except as required by Aiden; (iv) all Proprietary Information, whether prepared by Customer or otherwise coming into Customer’s possession, shall remain Aiden’s exclusive property, and that Customer shall not retain any copies of the foregoing without Aiden’s prior written permission; (v)   whenever requested by Aiden, Customer shall immediately deliver to Aiden all such Proprietary Information; and (vi) Customer will not disclose anything contained herein or in the Service Proposal and shall at all times preserve the confidential nature of Customer’s relationship with Aiden. Notwithstanding anything to the contrary herein, Customer shall be permitted to share Proprietary Information as follows: (a) with Customer’s officers, directors, employees, shareholders, partners, members, affiliates, accountants, attorneys, consultants and other agents or representatives who have been informed of the confidential nature of the Proprietary Information, and (b) in the event Customer or any of its representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) or are requested or required by regulatory authorities to disclose any of the contents of the Proprietary Information, or any of the terms, conditions or other facts with respect to the services described herein, including the status thereof, Aiden agrees that Customer and its representatives may do so without liability, but Customer agrees, other than in the case of disclosure to regulators, (a) to promptly notify Aiden prior to any such disclosure to the extent practicable and (b) to cooperate with Aiden, at Aiden’s sole cost and expense, in any reasonable attempt it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Proprietary Information. Customer’s obligations hereunder shall survive termination or expiration of these T&Cs. Customer acknowledges that any violation of the above provisions in this Section 9 will give rise to irreparable injury, inadequately compensable in money damages.  Accordingly, Aiden may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available in any court of competent jurisdiction.
9. Indemnity; Limitation of Liability. Each Party shall indemnify, save and hold harmless the other Party, and all of its respective officers, members, agents, and employees from any and all claims for losses, injuries, damages, claims, causes of action and liabilities, to persons or property, arising out of any negligent or wrongful act, error, omission, or breach of contract, including but not limited to, data breaches, viruses, or other malicious programs or data originating from Customer, occasioned in whole or in part by the acts and/or omissions of a Party, its officers, owners, members, partners, agents, employees, or any other person or persons. This Section 10 is a material term, and its failure to perform is a breach of these T&Cs. FURTHERMORE THE PARTIES AGREE THAT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DIRECT, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.
10. Insurance. Each Party represents and warrants to the other that it currently has, and will continue to maintain, all customary insurance policies covering general liability, errors and omissions, and related coverage areas, and will share proof of same with the other Party upon request.
11. Termination. These T&Cs may be terminated by either Party: (i) for material breach or default of the other Party upon ten (10) days prior written notice to the breaching Party (“Notification Period”). If the breaching Party does not cure the material breach or default within the Notification Period, these T&Cs will automatically terminate at the end of the Notification Period; or (ii) upon at least thirty (90) days prior written notice to the other Party if the other Party: (a) ceases or threatens to cease to carry on its business, liquidates or dissolves its business, or disposes of a substantial portion of its assets; (b) becomes insolvent or makes an assignment for the benefit of creditors, or fails generally to pay its debts as they become due or otherwise is likely to become insolvent; (c) voluntarily becomes the subject of any proceeding relating to bankruptcy, insolvency, receivership, liquidation or other similar proceeding or involuntarily becomes the subject of any such proceeding and such proceeding has not been dismissed within thirty (30) days after the involuntary filing was made; or (d) has a material adverse change in its financial condition or ability to perform its obligations hereunder. Any right of termination by any Party shall be in addition to, and not in lieu of, any other rights and remedies that any Party may have hereunder, at law or in equity. Upon termination for any reason or expiration, Aiden will to the extent applicable: (x) cease providing services hereunder in an orderly manner in accordance with Customer’s instructions; and (y) deliver all deliverables then due to Customer.
12. Excusable Delays. Neither Party will be held responsible for delays caused by acts beyond its control, such as acts of God or public enemies, public acts, utility or communications delays or failures not caused by such Party’s negligence or fault, accidents not caused by such Party’s negligence or fault, labor disputes, war, pandemics, or failure of the other Party to provide data that it is required to provide hereunder (a “Force Majeure Event”). The Party delayed or impeded by the Force Majeure Event will use reasonable efforts to mitigate the effect and duration of such Force Majeure Event. The Parties will promptly resume performance hereunder after the Force Majeure Event has passed; however, if a delay continues for sixty (60) days or more, the Party whose performance is not delayed or impeded by the Force Majeure Event may terminate these T&Cs without penalty upon written notice to the other Party.
13. Dispute Resolution Procedures. The Parties agree that all disputes and claims arising under hereunder, including claims in tort, contract, alleging statutory violation, or any other claim (“Dispute”) will be resolved as set forth in this Section 14. In the event of a Dispute, the aggrieved Party shall notify the other Party of the Dispute with as much detail as possible. Customer and Aiden’s business representatives will use good faith efforts to resolve the Dispute within ten (10) days after receipt of a Dispute notice. If the Parties’ business representatives are unable to resolve the Dispute or agree upon the appropriate corrective action to be taken within such ten (10) day period, then either Party may proceed to the next level of these Dispute Resolution Procedures. Pending resolution of the Dispute, both Parties will continue without delay to carry out all their respective responsibilities hereunder. In the event that informal resolution is unsuccessful, the Parties agree to attend binding arbitration to be resolved in the State of Delaware under the Federal Arbitration Act, and, shall be conducted in accordance with one of the following arbitration organizations and its applicable rules (including rules pertaining to special and injunctive relief): JAMS, American Arbitration Association (“AAA”) or other arbitration organization mutually agreed upon between Aiden and Customer. EACH PARTY UNDERSTANDS FULLY THAT IT WAIVES ITS RIGHT TO APPEAL AN ARBITRATOR’S DECISION AND A JURY TRIAL. The judgment upon an arbitration award shall be entered in any court having jurisdiction thereof. Nothing contained in this Section 14 will limit or delay the right of either Party to seek injunctive relief from a court of competent jurisdiction, whether or not such Party has pursued informal resolution in accordance with this Section 13.
14. General Provisions. This is not an exclusive agreement, and either Party may conduct other transactions, including transactions with competitors. These T&Cs will be governed by and construed in accordance with applicable U.S. federal law and the laws of the State of Delaware, without regard to conflict of law principles. Customer agrees to allow Aiden to use Customer’s name in its marketing and public relations materials, subject to Customer’s written pre-approval of the marketing and public relations materials. Aiden uses SyncThing, an encrypted open-source file synchronization service, to perfectly replicate the Customer-specific files from Aiden to Customer servers. All notices hereunder shall be in writing and will be deemed given when delivered personally, by overnight delivery upon written verification of receipt, by certified or registered mail, return receipt requested, upon verification of receipt, or by e-mail. Notices will be sent to the applicable address for notice set forth on the signature page to the Service Proposal or to such other address number as a Party may designate by giving notice in accordance with this Section 15. If any provision herein is held by a court of competent jurisdiction to be unenforceable, invalid or illegal, it will be severed and the remainder of these T&Cs will remain in full force and effect. No waiver of any right under, or breach of, these T&Cs will be effective unless in writing and signed by an authorized representative of the Party against whom the waiver is sought to be enforced. No delay or failure by either Party to exercise any right hereunder, and no partial exercise of any right hereunder, will constitute a waiver of that right or any other right. No waiver of any right under, or breach of, these T&Cs will operate as a waiver of any other right or breach, or of the same right or breach on a future occasion. These T&Cs will be binding on all assignees and successors in interest. Neither Party may assign these T&Cs without the prior written consent of the other Party. The Service Proposal may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. No amendment, change, or modification to these T&Cs shall be valid unless made in a writing signed by the Parties. These T&Cs constitute the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. Section headings are not intended to be a full and accurate description of the contents thereof. If there is a Dispute between the Parties, the prevailing Party shall recover all costs and expenses of any proceedings, including reasonable attorney fees and expert fees incurred therein. The Parties agree that no class action, joinder, or consolidation of any claim within the claim of any other person are permitted in arbitration without the written consent of both Parties.