THESE TERMS AND CONDITIONS (“T&Cs”) GOVERN YOUR ACCESS TO AND USE OF ATHENA MEMBER PORTAL (THE “PORTAL”). UPON ACCESSING THE PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
THESE T&Cs ARE SUBJECT TO CHANGE AND YOU WILL BE BOUND BY SUCH CHANGES. SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED T&CS. HENCE, YOU SHOULD PERIODICALLY REVIEW THE T&Cs. YOUR CONTINUED ACCESS OR USE OF THE SERVICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED T&Cs. IF YOU DO NOT AGREE WITH THE T&CS, YOU CANNOT ACCESS OR USE THE PORTAL.
MOREOVER, THESE T&CS ARE FURTHER SUBJECT TO THE TERMS OF THE MASTER SERVICE AGREEMENT (“MSA”), INCLUDING ITS ANNEXES AND AMENDMENTS, IF ANY, BETWEEN ATHENA LABS LLC (“ATHENA”) AND ITS CLIENTS.
1. SCOPE AND PURPOSE
ATHENA Labs LLC (“ATHENA”) maintains for its Clients or users given access by Client (collectively “End Users”) the Member Portal, which collects data from clients during onboarding and allows them to login to view their progress, schedule meetings, select their assistant, and gain access to content, or the Member Portal (the “PORTAL”), including related features, products, and services. It is intended to give ATHENA Clients a “home” where they can be set-up for success with Athena, and get the most out of ATHENA future membership benefits. ATHENA may provide access for You to Your Portal Content and Your Portal pursuant to these Terms and Conditions (“T&Cs”). These T&Cs govern the use of the PORTAL and ATHENA Content. You may only use the PORTAL and ATHENA Content in accordance with these T&Cs. These T&Cs are effective as of the date that You first accessed the PORTAL.
- Affiliate shall mean, with respect to a Party, a person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with that Party.
- Client shall mean a customer of ATHENA that provides access to the PORTAL to an End User.
- ATHENA Content shall mean all text, images, graphics, photographs, video clips, designs, icons, sounds, information, data, and other materials displayed on, contained within, or otherwise associated with the PORTAL. ATHENA Content may include, but is not limited to, information and metrics concerning service orders, multi-media content and ATHENA services data.
- Member Portal shall mean a separate data viewing platform, including related features, products, and services, maintained by ATHENA for the End Users, which contains Your Portal Content.
- ATHENA Technology shall mean all methods, methodologies, procedures, processes, know-how, software, algorithms, techniques, and other technology displayed on, used in creating, compiling, or running, or otherwise incorporated into the PORTAL.
- Party and Parties shall mean one or both, respectively, of You, the End User, and ATHENA.
- User Content shall mean data, images, or other information You place on Your Portal or otherwise deliver to ATHENA or its Client and data ATHENA may gather from You.
- You or Your shall refer to the End User agreeing to these T&Cs.
- Your Portal Content shall mean information from ATHENA Content that pertains to You and is available for viewing by You in Your Portal. Your Portal Content does not include ATHENA Content of other End Users. Your Portal Content may include, but is not limited to, information and metrics concerning service orders, multi-media content and ATHENA services data.
3. CHANGES IN THESE T&Cs AND/OR PORTAL
3.1 Changes in these T&Cs. ATHENA reserves the right, in its sole discretion, to modify, add or remove any portion of these T&Cs, in whole or in part, at any time with prior notice to You at least thirty (30) days before such amendments are to take effect. You agree that notification to You of amendments in these T&Cs will be posted to Your Portal, and that such amendments will become effective thirty (30) days after notification is posted to Your Portal and will remain in force prospectively thereafter unless subsequently further modified or changed. Your continued use of Your Portal shall establish Your acceptance of all amendments in these T&Cs.
3.2 Changes to Your Portal. Your Portal may be modified, revised or upgraded from time to time by ATHENA and/or ATHENA Clients without notice or liability. ATHENA and/or its Clients may change, suspend, or discontinue any aspect of Your Portal at any time, including, but not limited to: Your Portal Content, services offered, products offered, databases, hours of availability, and equipment or software needed for access or use of Your Portal. ATHENA and/or ATHENA Clients may also impose limits on certain features of Your Portal and/or restrict Your access to parts or all of Your Portal without notice or liability.
4. USE OF PORTAL; PORTAL CONTENT; TRADEMARKS; INTELLECTUAL PROPERTY RIGHTS
4.1 Permissible Use. You and your authorized employees or personnel may access, download, and use material displayed on Your Portal for internal business use only in accordance with these T&Cs. You may not make derivative works, distribute, modify or otherwise use Your Portal Content for public or non-business purposes without prior written permission from ATHENA and its licensors, as applicable. Your Portal contains names, logos, trademarks, service marks and other intellectual property which may not be used by You for any purpose without prior written permission from ATHENA and its licensors, as applicable.
4.2 Access. Access to Your Portal is granted in the absolute discretion of ATHENA and its Clients, and may be terminated at any time. Access is permitted by username and password only and each End User must have his/her own unique username. You are responsible for protecting the confidentiality of all usernames and passwords registered to Your account, and You accept responsibility for all actions which occur under such names and/or passwords. If You believe that Your username or password has been compromised, You must contact ATHENA promptly.
4.3 Accuracy. While we try to provide accurate and updated information through Your Portal, You acknowledge that Your Portal Information may contain errors or omissions and may not be current.
4.4 Confidentiality. You understand that You may receive certain Confidential Information (as defined below) from ATHENA and/or its Clients. “Confidential Information” includes Your Portal, Your Portal Content, trade secrets, proprietary rights, financial, sales and marketing data and any other information transmitted via Your Portal. You agree that you will not disclose Confidential Information to any third party. You agree not to use or reproduce such Confidential Information without the prior written consent of ATHENA except as otherwise permitted herein. You agree that You will limit access to Confidential Information to those of Your employees or personnel who have a need to know such Confidential Information. You agree that upon written request You will return to ATHENA any and all written or tangible materials (including all copies) of Confidential Information in Your possession. You acknowledge that the Confidential Information is of a special, unique and extraordinary character, and that a breach of these T&Cs by You will cause continuing and irreparable injury to ATHENA and its Clients for which monetary damages would not be an adequate remedy. In the event of a breach of these T&Cs, in addition to any other legal remedies available, ATHENA and its Clients have the right to seek injunctive or other equitable relief without any requirement for the posting of any security or bond.
4.5 Lawful Use; Portal Content. Your access to and use of Your Portal is subject to all applicable laws and regulations. You represent and warrant that You will not use Your Portal in any manner or for any purposes that are unlawful or prohibited by these T&Cs. ATHENA may immediately suspend or terminate Your access to Your Portal if it determines that Your use is or may be unlawful.
The computer servers storing Your Portal Content are located in the United States of America. You should not transfer any data onto Your Portal from another country if to do so would violate any privacy, data transfer, or applicable and relevant data protection laws. You agree that You are responsible for complying with applicable privacy, data transfer, and data security laws, and You agree to abide by such laws in connection with Your use of Your Portal.
You may use Your Portal Content and ATHENA Technology only for Your own internal and informational purposes, and You shall NOT copy, modify, reverse-engineer, translate, disassemble, or decompile any of ATHENA Technology. You shall NOT rent or lease ATHENA Technology or use thereof. You shall NOT print copies of Your Portal Content or any other data available on Your Portal without the express written consent of ATHENA. You shall NOT distribute, publish, transmit, modify, create derivative works from, or in any way exploit, any of Your Portal Content and ATHENA Technology, in whole or in part, for any purpose except the stated contract objectives for which You have engaged the services of ATHENA. You shall NOT remove or alter any copyright or other notices on any copy of Your Portal Content or ATHENA Technology. You shall NOT transfer, share, outsource, or distribute copies of Your Portal Content or ATHENA Technology to third parties. Nothing in these T&Cs shall be construed as granting any permission (except as set forth in this section), right, or license in any of ATHENA Content or ATHENA Technology. Nothing in these T&Cs shall be construed as granting any right of access to ATHENA Technology except as expressly set forth in these T&Cs.
You agree to refrain from placing on Your Portal: (i) any offensive or unlawful material; (ii) any material unrelated to the services that ATHENA has been engaged to perform for You; (iii) any material containing any computer virus, worm, or other malicious code; and (iv) any material that infringes another person’s copyright, trade or service mark, patent, or other property right.
Please remember that Your Portal is designed to facilitate the exchange of information between ATHENA, its Clients and You. ATHENA may delete all or a portion of Your Portal Content or User Content, consistent with ATHENA’s document retention policies or otherwise, at any time. Although ATHENA may endeavor to provide You with advance notice of the deletion of all or a portion of Your Portal Content, You should not assume that ATHENA will do so, and You should not consider Your Portal to be a storage, archival, or back-up location or tool with respect to any of Your Portal Content or other information associated with Your Portal.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the PORTAL, ATHENA Content, or ATHENA Technology or any business being conducted on the PORTAL or any service offered, or to affect the images or data or access of any End User. You may not take any action that imposes an unreasonable or disproportionately large load on ATHENA Technology, or affects the ability of any other End User to use its Portal.
4.6 Trademarks. The trademarks, service marks, and logos used and displayed on the Portals are trademarks of ATHENA and others. Elements of Your Portal are protected by copyright, trademark and other laws and may not be copied or imitated, in whole or in part. No right or license to use any trademark, service mark, logo, graphic, sound, image, or other aspect of Your Portal is granted by these T&Cs.
4.7 Intellectual Property Rights. All intellectual property rights are fully reserved by ATHENA, its Clients and any third-party owners of those rights. Without limiting the foregoing, unless otherwise noted all text, images, graphics, photographs, video clips, designs, icons, sounds, information (including Your Portal Content), data, and other materials and all methods, methodologies, procedures, processes, know-how, software, algorithms, techniques, and other technology displayed, used, or incorporated on Your Portal are copyrights, trademarks, service marks, trade secrets, or other intellectual property or proprietary content owned by ATHENA or its Clients, or their licensors.
5. LINKS TO AND FROM OTHER WEBSITES
Some portions of Your Portal may include links to third-party websites. In addition, You may have entered Your Portal via links on other third-party websites. Such links are provided or permitted to exist as a convenience, and ATHENA and its Clients are not responsible for the information, advertising, products, services, content, or other material of any third-party website, regardless of whether such third-party website links to Your Portal or is accessible by a link from Your Portal. The inclusion and use of links do not imply sponsorship or endorsement by ATHENA of any third-party website.
6. DISCLAIMER OF WARRANTIES
6.1 General Disclaimer. ALL PRODUCTS, SERVICES, INFORMATION, ATHENA CONTENT, TEXT, AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH YOUR PORTAL ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ATHENA AND ITS CLIENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF YOUR PORTAL, ATHENA TECHNOLOGY, SOFTWARE, MAINTENANCE SERVICES, SUPPORT SERVICES, DELIVERABLES, RESOURCES, EQUIPMENT, ATHENA CONTENT, OR OTHER ITEMS OR SERVICES PROVIDED BY ATHENA UNDER THESE T&Cs OR THE RESULTS TO BE DERIVED FROM THE USE THEREOF. WITHOUT LIMITING THE FOREGOING, ATHENA AND ITS CLIENTS DO NOT WARRANT OR REPRESENT THAT YOUR PORTAL WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT YOUR PORTAL AND ITS SERVERS WILL BE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT YOUR PORTAL CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ATHENA AND ITS CLIENTS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF (i) MERCHANTABILITY OR SATISFACTORY QUALITY, (ii) FITNESS FOR A PARTICULAR PURPOSE, (iii) TITLE, AND (iv) NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE ABOVE, ATHENA AND ITS CLIENTS SHALL NOT BE RESPONSIBLE FOR AND SPECIFICALLY DISCLAIM ALL WARRANTY OBLIGATIONS WHATSOEVER WITH RESPECT TO YOUR NEGLIGENCE OR MISUSE OF YOUR PORTAL, COMPUTER HARDWARE, OR THIRD-PARTY SOFTWARE MALFUNCTIONS, NONCOMPLIANT DATA FORMATS, DATA INPUT ERRORS, OR YOUR FAILURE TO FOLLOW INSTALLATION AND OPERATING INSTRUCTIONS PROVIDED BY ATHENA OR ITS CLIENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF YOUR PORTAL, INCLUDING ALL DATA OR CONTENT VIEWED OR TRANSMITTED THROUGH YOUR PORTAL, IS AT YOUR SOLE RISK.
6.2 Limitation of Remedies. In the event Your Portal fails to function properly in accordance with the applicable documentation, ATHENA shall use commercially reasonable efforts to repair or replace (at ATHENA’s option) ATHENA Technology for such Portal with other technology that functions properly, or in the case of errors in the technology documentation, to correct the documentation so that it correctly represents the performance of ATHENA Technology. Notwithstanding anything in this Agreement to the contrary, if and to the extent that any part of Your Portal is owned by a third party and licensed to ATHENA for distribution, You agree (a) to be bound by any terms and conditions of use required by such third party and (b) to look solely to such third party for any warranty concerning such part of Your Portal. THIS SECTION 6.2 SETS FORTH YOUR SOLE REMEDY FOR ANY BREACH OF ANY WARRANTY BY ATHENA OR ITS CLIENTS REGARDING YOUR PORTAL AND ATHENA TECHNOLOGY.
7. LIMITATIONS ON LIABILITY
Circumstances may arise when, because of a default on the part of ATHENA or its Clients, or other liability, You may be entitled to recover damages from ATHENA or its Clients. In each such instance, regardless of the basis on which You are entitled to claim damages from ATHENA or its Clients, ATHENA and its Clients will only be liable for bodily injury (including death) and/or damage to Your real property caused by ATHENA and its Clients. In no event shall ATHENA, its agents, licensors, Clients or service providers, or any other person or entity involved in creating, promoting, maintaining, hosting, or otherwise making available any of ATHENA Content, Technology, or other aspect of the PORTAL, be liable to You or any other person or entity for any indirect, incidental, special, consequential, punitive, or other such damages, including, without limitation, lost profits or lost revenues, even if advised of the possibility of such damages, including but not limited to any damages associated with: (i) loss of goodwill, profits, Your Portal Content, or other data, or other such losses; (ii) Your use or inability to use Your Portal, any unauthorized use of Your Portal, or any function of Your Portal or failure of Your Portal to function; (iii) any use of information pertaining to You or Your business that is accessed or used by third parties accessing Your Portal; (iv) Your reliance on Your Portal Content; (v) damage to your computer equipment or other property on account of your access to or use of Your Portal or your downloading of information from Your Portal; (vi) the provision of or failure to provide any service through Your Portal; (vii) errors or inaccuracies in ATHENA Content, Technology, or any advertising or other information, software, products, services, and related graphics used, viewed, or obtained through Your Portal; or (viii) any property loss including damage to Your computer or computer system caused by viruses or other malicious code encountered during or on account of access to or use of Your Portal or any third-party website linked to Your Portal. These limitations of liability shall apply regardless of the form of action, whether based in contract, negligence, strict liability, other tort, or otherwise, and even if ATHENA or its Clients have been advised of the possibility of any particular damages. To the extent You allege or assert any damages associated with Your Portal which are not excluded by the foregoing, then ATHENA’s liability (and that of its agents, licensors, Clients or service providers) for such damages SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ATHENA OR ITS CLIENT FOR USE OF YOUR PORTAL PURSUANT TO THESE T&Cs DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION. ATHENA’s limitation of liability is cumulative with all ATHENA’s expenditures being aggregated to determine satisfaction of the limit. You hereby release ATHENA and its Clients from all obligations, liability, claims, or demands in excess of this limitation. The Parties acknowledge that each of them relied upon the inclusion of this limitation in consideration of entering into this Agreement. ATHENA’S ENTIRE LIABILITY IS SET FORTH IN THIS SECTION 7.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ATHENA, ITS AGENTS, LICENSORS, CLIENTS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES, AND THEIR PAST AND PRESENT OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR (INCLUDING YOUR EMPLOYEES AND AGENTS OR ANYONE USING YOUR USERNAMES OR PASSWORDS) (1) BREACH OF ANY PROVISION OF THESE T&Cs, INCLUDING ANY WARRANTY YOU PROVIDE HEREIN, (2) NEGLIGENCE OR INTENTIONAL MISCONDUCT, (3) TRANSMISSION OF ANY VIRUSES, TROJAN HORSES OR OTHER HARMFUL BUGS OR PROGRAMS, OR (4) OTHERWISE RESULTING IN ANY WAY FROM YOUR USE OF YOUR PORTAL. WITHOUT LIMITING THE FOREGOING, YOU AGREE TO INDEMNIFY AND HOLD ATHENA AND ITS CLIENTS HARMLESS FROM ANY COSTS OR EXPENSES THAT ATHENA MAY SUSTAIN AS A RESULT OF THE PRIVACY, DATA TRANSFER, AND APPLICABLE AND RELEVANT DATA PROTECTION LAWS, WITH RESPECT TO ANY USER CONTENT PLACED ON YOUR PORTAL. YOU HEREBY RELEASE AND DISCHARGE ATHENA AND ITS CLIENTS FROM ALL CLAIMS, DEMANDS AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO ANY UNAUTHORIZED ACCESS TO OR USE OF ANY PORTAL OR ANY INACCURACY, ERRORS OR OMISSIONS CONTAINED IN ANY PORTAL OR ANY INFORMATION CONTAINED IN OR DISPLAYED THROUGH THE PORTAL.
9. CONTACT ATHENA
Please address correspondence concerning Your Portal to: ATHENA, ATTN: ATHENA Member Portal, ATHENA LABS LLC, at email to firstname.lastname@example.org.
10. ACCESS TO YOUR PORTAL
You will be setting your own username and password to access Your Portal. You should take measures to maintain and preserve the confidentiality of Your username and password associated with Your Portal. You agree not to disclose to or share Your username or password with any third parties or use Your username or password for any unauthorized purposes. You are solely responsible for any liability or damages resulting from any failure to maintain the confidentiality of Your username and password and ATHENA and its Clients shall not be liable for any losses that may result from any unauthorized use of Your Portal or failure to maintain appropriate confidentiality measures. You are also solely and fully responsible and liable for all activities that occur under Your Portal account, or using Your username and password. You agree to IMMEDIATELY notify ATHENA if You suspect any breach of security such as loss, theft, or unauthorized disclosure or use of any username or password. You agree to exit from Your Portal at the end of each session and to change Your password whenever required for security purposes. You agree to promptly notify ATHENA and its Client that provided you access to Your Portal if You are no longer authorized to access Your Portal so that Your access to Your Portal may be disabled.
11. TERM; TERMINATION
11.1.1 Access. The term of these T&Cs shall be on a session-by-session basis each time you log in to the PORTAL. No session shall exceed 30 days in duration. There is no additional fee for this basic access.
11.2 Ceasing Operations; Termination.
11.2.1 Termination. These T&Cs may be terminated as provided herein.
11.2.2 Ceasing Operations. ATHENA and its Clients shall not have any ongoing obligation to provide the PORTAL; thus, ATHENA may cease to operate the PORTAL at any time and for any reason. Without limiting the foregoing, ATHENA and its Clients may cease to provide Your Portal in the event of: (i) any dispute or termination of ATHENA relationship with You or its Client’s relationship with You; (ii) any dispute concerning ownership or control of Your Portal account; (iii) use of Your Portal account in a manner that ATHENA, in its sole discretion, considers improper or unacceptable, or (iv) any violation by You of the terms of these T&Cs. ATHENA reserves the right to limit the period of time during which Your Portal Content is available on Your Portal. Your Portal should not be viewed as Your backup, archival, or storage service with respect to any User Content or ATHENA Content.
11.2.3 Termination Upon Material Breach. Either Party may terminate these T&Cs in the event that the other Party defaults in a material obligation under these T&Cs. The Party electing to terminate these T&Cs shall provide the defaulting Party with written notice specifying the nature of the breach, and the defaulting Party shall have the opportunity, for thirty (30) days from the receipt of such written notice, to remedy such default and conform its conduct to this Agreement. If such corrective action is not taken within such thirty (30) day period, this Agreement shall terminate with immediate effect the end of such thirty-(30)-day period without further notice or demand.
11.2.4 Termination Upon Insolvency. Either Party may terminate this Agreement with immediate effect by written notice to the Other, and regard the other Party as in default of this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business, voluntarily or otherwise.
11.2.5 Return of Software and Documentation. Within 30 days of termination for any reason, You shall return to ATHENA, or destroy all copies of, any ATHENA Technology, Content, or confidential information residing on Your computers or in printed form, that are in Your possession or control and, if requested by ATHENA, shall certify the return or destruction of the same in writing within five (5) days of such a request.
11.2.6 Survival. Sections 4.4, 4.6, 4.7, 6-8, 11.2.5, 12.8, and 12.12 of this Agreement, and any provision of this Agreement that by its nature should survive, shall survive any expiration or termination of this Agreement.
12. GENERAL PROVISIONS
12.1 Independent Contractors. In making and performing this Agreement, the Parties are intended to be and shall at all times act as independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, or employer and employee relationship between the Parties hereto. At no time shall either Party make commitments or incur any charges or expenses for or in the name of the other Party. This Agreement shall not be construed as creating a partnership, joint venture, agency or employment relationship, or as granting a franchise under the law. This Agreement does not represent or guarantee that ATHENA or its clients will purchase any goods, products or services from You.
12.2 Notices. All notices and demands hereunder shall be in writing and shall be served by email, at the email addresses You provide in the online setup of Your Portal account for You and at ATHENA’s email email@example.com or at such different manner as may be designated by such party by written notice to the other party.
Notices or demands by email shall be deemed delivered at the time of transmittal.
12.3 Entire Agreement. These T&Cs embody the entire agreement and understanding between the Parties hereto relating to the subject matter hereof and supersedes any prior agreements and understandings relating to the subject matter hereof. These T&Cs in no way alter the terms of other agreements not relating to the subject matter hereof between ATHENA, its Clients, and End Users, such as the Master Service Agreement between ATHENA and its Clients. The Master Service Agreement shall continue to govern the relationship between ATHENA and its Clients.
12.4 Binding Effect. These T&Cs shall be binding upon, and shall inure to the benefit of, the Parties hereto, and their respective successors and permitted assigns.
12.5 Assignability. ATHENA may assign these T&Cs and its rights and obligations hereunder in its sole discretion. You may not assign these T&Cs or the rights or obligations hereunder without the prior written consent of ATHENA. A change of control of Your business or a sale of substantially all Your business’s assets shall constitute an assignment requiring ATHENA’s prior written consent. You shall provide notice to ATHENA promptly following any change in control. The term “change in control” as used in this paragraph refers to a transaction or series of related transactions in which fifty percent (50%) or more of Your voting shares/ownership or the voting shares/ownership of Your direct or indirect parent are transferred to any person or group of affiliated persons.
12.6 Severability. If any part or provision of these T&Cs are or shall be deemed violative of any applicable laws, rules or regulations, such legal invalidity shall not void these T&Cs or affect its remaining terms and provisions, and these T&Cs shall be construed and interpreted to comport with all such laws, rules, or regulations to the maximum extent possible.
12.7 Force Majeure. ATHENA shall not be liable for any delay in performance or any failure in performance hereunder caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence of any event beyond the control of ATHENA, including without limitation war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, laws, regulations or acts of any national or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, pandemic, shortage of labor, fuel, raw materials, and/or machinery or technical failures.
12.8 Costs of Suit; Governing Law; Dispute Resolution.
12.8.1 Costs of Suit. If either Party brings any action for relief against the other, declaratory or otherwise, the losing Party shall pay the successful Party a reasonable sum for legal fees and expenses in such action.
12.8.2 Applicable Law and Venue. These T&Cs shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, without regard to its conflict of laws provisions. Any action brought in connection with these T&Cs shall be brought before courts in Puerto Rico and the parties hereto irrevocably consent to the jurisdiction of such courts.
12.8.3. Dispute Resolution. The parties agree that any question regarding these T&Cs will be discussed in good faith. They shall endeavor to resolve all issues arising from or in connection with these T&Cs in an amicable manner.
If a dispute arises in connection with these T&Cs, a party to the dispute must give to the other party or parties to the dispute written notice specifying the dispute and requiring its resolution under these T&Cs.
If the dispute is not resolved within thirty (30) days after the Notice of Dispute is given to by the aggrieved party to the other party, the aggrieved party may submit the dispute before the courts in accordance with the immediately preceding Section for resolution.
12.9 Equitable Relief. The Parties acknowledge and agree that any breach of that Party’s obligations hereunder may cause the other Party irreparable injury for which there are no adequate remedies at law and that the other Party shall be entitled to equitable relief in addition to other remedies available to it.
12.10 Waivers. These T&Cs or any part thereof may be waived only by a written instrument executed by the Party against whom such waiver is sought to be enforced.
12.11 Headings; Certain Terms. The headings in these T&Cs are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of these T&Cs. The words “include”, “includes” and “including” do not connote limitation in any way. Any reference to “writing” or “written” includes email.
12.12 Publicity. ATHENA shall have the right to list You as a customer of ATHENA in press releases, on its web site, in white papers, or in attributed quotes; provided, however, that You (a) shall have been provided an opportunity to review the references and (b) are afforded the right to withhold Your consent to any unreasonable use by ATHENA by giving ten (10) days' written notice to ATHENA identifying any such unreasonable use.
12.13 No Third-Party Beneficiaries. These T&Cs or any provision hereof, express or implied, exist only for the benefit of the Parties to these T&Cs and their respective successors and permitted assigns. No other person or entity will be deemed to be a third-party beneficiary of these T&Cs; provided, however, that Clients of ATHENA have the right to enforce the terms of these T&Cs to the extent it pertains to protection of confidential information or other proprietary rights of such Clients.
12.14 No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm, or corporation, other than the Parties hereto and their respective successors and assigns, any rights or remedies under or by reason of these T&Cs.
These Terms and Conditions were last updated on September 01, 2022.