Hancock Software | Terms of Service | Last Updated: February 11, 2019

  • MASTER SUBSCRIPTION SERVICES AGREEMENT

     BY ACCEPTING THIS AGREEMENT THROUGH AN ORDER FORM THAT INCORPORATES THIS AGREEMENT (THE “ORDER FORM”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. 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 THE TERMS AND CONDITIONS OF THIS AGREEMENT.   

    This Hancock Software Master Subscription Services Agreement (this “Agreement”) is between Hancock Software, Inc. with a principal place of business at 28 Gilleonard Lane, Framingham, MA 01701 (“Hancock”) and “You” the “Customer.”

    WHEREAS, the Customer desires Hancock to provide certain online services and Hancock desires to provide such online services to the Customer.  This Agreement sets forth the terms and conditions that govern orders placed by the Customer (“You”) for Services under this Agreement.

    1. Definitions

     

  • 1.1 “Content” means all visual, written or audible data, information or material including, without limitation: documents, images, videos, schematics, blueprints, spreadsheets, text messages, form entries, web pages, and similar material, which are uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer or the Users.

    1.2 “Customer” means the legal entity that activates Services provided by Hancock and assumes payment responsibility in an Order Form.

    1.3 “Initial Term” means the initial contract period during which the Customer subscribes to the Services. 

    1.4 “Order Form(s)” means the initial order form and any subsequent order forms evidencing among other things the type of Subscription, Subscription term, Initial Term, the number of Users Licenses, ordered Professional Services, applicable fees, etc. Each such Order Form shall form an integral part of this Agreement. In the event of conflict between the terms of an Order Form and the terms of this Agreement, the terms of the Order Form shall prevail.

    1.5 “Professional Services” means training, onboarding, system integration and any other related consultancy services. 

    1.6 “Renewal Term(s)” means successive renewal periods during which the Customer subscribes to the Services.

    1.7 “Services” means the at all times current version of the Hancock Energy Efficiency Cloud, associated software, and other services related thereto provided to the Customer by Hancock in accordance with this Agreement. The Services are offered as a Software as a Service with the characteristics and features as described on https://www.hancocksoftware.com/products/.  In addition, the Services may include additional services and add-ons, including third party software, as agreed between the Customer and Hancock on a Subscription or case-by-case basis.

    1.8 “Subscription” means the terms governing among other things the type of Subscription, Subscription term, billing frequency, the number of Users Licenses, applicable fees, etc.

  • 1.9 “Trial Service” means a Service, which is under development or evaluation and is marked “free”, “demo”, “trial”, “beta” or “evaluation” (or a similar designation). 

    1.10 “Terms of Use” means the terms and conditions, available on the Service from time to time, to which all Users agree by completing the user registration form (creating a user account). 

    1.11 “User(s)” means all individuals including employees, consultants or any other individual that works for the Customer, its subsidiaries or any other of its affiliated companies; its contractors or crews who are authorized to start and/or participate in one or more energy efficiency retrofit projects.

    1.12 “Usage Fee” means the basis by which the Customer is charged for user licenses as defined in the Order Form.

    1.13“User License(s)” means, as applicable, the subscribed number of Users under a Subscription as defined in the Order From

    1.14 “Web Site” means Hancock’s web site at www.Hancocksoftware.com. 

    1.15 “Service Levels” refers to the Service Level Agreement as defined at https://hancocksoftware.com/service.

    1.16 “Termination Assistance” refers to the refers to the Exit Plan at https://hancocksoftware.com/exitplan 

     

    1. Services, License Grant, Restrictions 

    2.1  Subject to the terms and conditions of this Agreement, Hancock hereby grants to the Customer a non-transferable, non-exclusive, non-sub licensable limited term world-wide right and license for the Customer and Users to access and use the Services. 

    2.2  Hancock reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that affect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice. 

    2.3  Hancock undertakes, in its sole discretion, to adopt reasonable measures in order to ensure that the Services are available over the Internet around the clock, seven (7) days a week reduced by any schedule system maintenance. Hancock shall be entitled to take measures that affect the aforementioned accessibility where Hancock deems such to be necessary for technical, maintenance, operational, or security reasons. The Customer is aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Hancock shall never be liable for deficiencies in the Customer’s own Internet connections or equipment. 

    2.4  The Customer shall be entitled, with or without compensation from Users, to provide Users with access to the Customer’s Content and the Services provided by Hancock. The Customer is aware of and acknowledges that the Customer is fully liable for the Users to whom the Customer affords access to the Services. The Customer shall not charge a User any fee for its use of the Services in excess of the Customer’s direct costs to Hancock for such User’s participation. 

    2.5  Hancock shall be entitled to retain subcontractors, including third party software suppliers, for the performance of obligations in accordance with this Agreement. Hancock shall be liable for the subcontractors’ work and services in the same manner as for its own work and services. 

    2.6  The number of Users for a Subscription will be defined in the Order Form. 

    2.7   In the event the parties have agreed that the Customer should be provided Professional Services related to the Services, the parties shall mutually agree upon when such services shall be performed. If not otherwise agreed, Hancock shall be compensated by the Customer for direct costs incurred related to performing Professional Services, such as traveling, allowance, etc. Hancock shall have the right to assign training to an acknowledged training partner at no additional cost to the Customer. It is the responsibility of the Customer to (a) provide for a suitable location where training can take place equipped with a computer connected to Internet and to a projector, and (b) invite and make sure all relevant delegates will attend and to inform about the time, date, location and necessary preparations.

    2.8   If the Customer has ordered Professional Services the following cancellation policy shall apply to; 

    (i) Training at client site, Online and at Hancock offices and for other services with a pre-defined project scope, agreed number of resources or agreed number of hours.  If Hancock has received a written notice at least (i) fourteen (14) business days in advance of the class, the Customer is entitled to a refund of its payment, (ii) seven (7) business days in advance of the class, the Customer is entitled to a full class credit that must be used for another class offered by Hancock within three (3) months of the date of the original class. Customer is not entitled to a refund or class credit if less than seven (7) business days advance written notice is given. Failure to provide written notice at least fourteen (14) business days in advance of the class obligates the Customer to make payment for the full price of the class;

    (ii) Other ordered Professional Services should be terminated with a one (1) week mutual notice period. 

    2.10   Hancock reserves the right to reschedule or cancel the date, time and location of a training class at any time, including replacing personnel who may be scheduled to deliver the training. In the event a training class is cancelled, the Customer is entitled to a full refund unless the training class is cancelled by Hancock due to circumstances beyond its reasonable control. In such event is the Customer entitled to a full class credit which must be used within three (3) months of the date of the original class for another class offered by Hancock.

    Hancock shall not be responsible for any other loss incurred by Customer as a result of a cancellation or reschedule.

    1. Trial Services 

    3.1   Trial Services are provided strictly “as is”. The Customer may use a Trial Service in a manner consistent with the terms and conditions of this Agreement, but Hancock may, at its discretion, disable certain features of a Trial Service and enforce time limits on the Customer’s right to use the same. In light of the fact that a Trial Service is provided for evaluation purposes, Hancock disclaims all warranties, representations, and liabilities as set forth in this Agreement and Hancock shall not be liable for damages of any kind related to the Customer’s or User’s use of a Trial Service. 

     

    1. Customer Obligations

    4.1   The Customer shall always comply with the security and administrative regulations as notified in conjunction with registration, by email, as made available on the Web Site, or in any other manner. The Customer shall also be responsible for notifying Users of such regulations and also the User’s fulfillment regarding such regulations. 

    4.2   The Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information when changes to such information occurs.

    4.3   The Customer shall be responsible for the activities conducted by the Customer and the User’s within the Services and shall use the Services in compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer and/or Users shall be the sole responsibility of the Customer. 

    4.4   The Customer shall be responsible for monitoring its Content and shall be liable vis-à-vis Hancock for ensuring that Content transferred to or handled within the Services which is processed by the Customer and/or Users does not infringe any third party rights nor in any other manner violates governing legislation, and that the Customer and Users possess such necessary licenses from third parties as may be required in order to process the Content/use the Services. 

    4.5   The Customer undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services. 

    4.6   The Customer is aware of and acknowledges that it is not permitted to use the Services in order to gain material in violation of applicable federal or state law.  

    4.7   The Customer undertakes not to use the Services in any manner which may result in the infringement of any third party’s copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose intended. 

    4.8   The Customer undertakes not to provide access to the Services to anyone else than Users who are explicitly designated by the Order Form and these Terms. User accounts cannot be shared or used by more than one (1) individual User. The Customer is responsible for managing the Users right to use the System.   

    4.9   The Customer shall remain liable for the Users’ use of the Services under this Agreement and ensure that Users perform their obligations towards Hancock. To the extent the Customer is unable to perform an obligation on behalf of a User or is unable to cause the User to perform the same, the Customer shall instead indemnify Hancock insofar as Hancock incurs any loss, provided that such loss is related to the non-performance by the User of its obligations to Hancock. 

    4.10   Furthermore, the Customer shall defend and indemnify Hancock for any claim, suit or proceeding brought against Hancock by Users and/or third parties that are connected to Content processed by Users/the Customer within the Services or for which the User/Customer is otherwise responsible, unless Hancock is liable for such claim in accordance with the provisions of section 11, “Limitation of Liability”, below.

    4.11   The Customer is obligated to notify Hancock regarding any suspected breach of these provisions. 

     

    1. Fees and Payment Terms

    5.1  The Customer shall pay compensation for the Services in accordance with the fees set out in the Order Form or otherwise agreed.

    5.2   Payment shall be made by the Customer against invoice or through use of a credit card approved by Hancock. Payment must reach Hancock in full within thirty (30) days of the issue date of the invoice or credit card charge. Penalty interest shall be payable according to law. The Customer shall be responsible for the reasonable costs incurred by Hancock when collecting overdue fees. 

    5.3   The Customer undertakes to make payment of invoices, in the currency stated on the invoice, into the account stated on the invoice. 

    5.4   Hancock may temporarily disable the Customer’s and the Users’ access to the Services in the event the Customer has overdue payments in excess of thirty (30) days. In addition, Hancock may terminate a Subscription and to immediately terminate this Agreement in the event of overdue payments in excess of sixty (60) days. 

    5.5   In the event of early termination of a Subscription, the Services or the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.

     

    1. Ownership 

    6.1   Hancock shall hold title to any and all intellectual property rights and technical solutions to the Services or, in the alternative, shall possess a sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by Hancock. Access to the Services is licensed, not sold. 

    In the event of an agreed case study or similar between Customer and Hancock Or User and Hancock, all intellectual property rights to material produced, including but not limited to photos, quotes, interviews, videos, testimonials, under such work will belong to Hancock and may at its sole discretion be used by Hancock in the marketing of its services.

    6.2   Content placed on systems of Hancock Software shall remain the property of the Customer.  Customer grants Hancock the right to host, use, process, display and transmit Customer’s Content as required to provide the Services pursuant Hancock Software’s business model. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Content, and for obtaining all rights related to the Content required by Hancock to perform the Services. 

    6.3   The Customer may not in any way modify, decompile, disassemble or reverse engineer the Services. 

     

    1. Customer Support

    7.1   Hancock provides customer support by e-mail and telephone regarding Customers’ enquiries in connection with use of the Services. Such support is provided on weekdays (excluding public holidays) during Hancock’s ordinary office hours and to the reasonable extent decided upon from time to time in detail by Hancock. 

    7.2   Enquiries and/or error notices must be submitted to Hancock by e-mail or telephone in accordance with the contact information available on www.hancocksoftware.com.

    1. Personal Data, Privacy, Disclosure

    8.1   In order for the Customer to be able to use the Services, the Customer must provide certain data to Hancock regarding the Customer’s representatives, including but not limited to full name, email address, contact details and type of organization. Following receipt of such data, Hancock will process the same using automatic data processing in order to enable Hancock to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorized persons do not gain access to the Services. 

    8.2   In addition, in order for the Customer to be able to use the Services, the Customer must also allow Hancock to store and retrieve session information on the Customer’s representatives’ end terminal equipment, through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Services and to ensure that unauthorized persons do not gain access to the Services. 

    8.3   In order to comply with federal and state privacy laws, Hancock, if necessary, shall obtain the consent of the Users to the processing of the relevant personal data by Hancock. Hancock is also obligated to provide information to the Users regarding the processing.

    8.4   The Customer is aware of and acknowledges that Hancock will obtain the consent of the Users according to sections 8.1 – 8.3 above. Customer shall use its best endeavors to ensure that such consent is given by the Users. A User that does not give its consent will not gain access to the Services. If third party applications are made available by Hancock within the Services, Customer acknowledges that Hancock may allow such third-party application provider access to Content and personal data as required for the interoperation of such embedded or linked applications. 

    8.6  In performing the Services, Hancock will comply with the “Hancock Software Services Privacy Policy,” which is available at  https://www.hancocksoftware.com/privacy and incorporated herein by reference. The Hancock Software Services Privacy Policy is subject to change at Hancock’s discretion; however, Hancock policy changes will not result in a material reduction in the level of protection provided for Your Personal Data provided as part of Your Content during the Services Period of Your Order.

    8.8   The Customer accepts that Hancock is not obliged to disclose information to Customer in respect of individual Users use of the Service. 

    8.9   The Customer agrees that Hancock may disclose the fact that the Customer is a paying customer of Hancock. In relation thereto, the Customer agrees that Hancock may use the Customer’s name and logo to identify the Customer as a customer of Hancock on the Web Site, and as part of a general list of Hancock’s customers for use and reference in Hancock’s promotional and marketing literature. 

    1. Security, Passwords, etc.

    9.1   The Customer shall ensure that User identities, passwords, and equivalent obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The Customer shall be liable for any unauthorized use of the Services. Hancock shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements. 

    9.2 Where it is suspected that any unauthorized person has become aware of a user identity and/or password, the Customer shall immediately inform Hancock thereof and also change such user identity and/or password.

    9.3   The Customer shall be liable for losses or damage incurred by Hancock where the Customer intentionally or negligently reveals a user identity/password to a third party or where a user identity and password otherwise become known to an unauthorized party, unless the Customer notifies Hancock immediately upon suspicion that such has occurred. 

    9.4   Hancock shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. Hancock’s security measures are set forth in the Security Policy as applicable from time to time, which is available on the Web Site.

    1. Limited Warranty

    10.1   Hancock warrants to the Customer that the Services will perform substantially and materially in accordance with its documentation available on the Web Site, under normal use and circumstances, and when in use for the purpose intended. This warrant does not apply to Trial Services. 

    10.2   Except for the express warranties set forth above and to the extent permitted by law, Hancock expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected. 

    1. Limitation of Liability

    11.1   Subject to the limitations set forth in this Agreement, each Party shall only be liable for direct damages.  

    11.2   In the event of major defects that seriously impede the Customer’s use of the Services and that are attributable to Hancock, Hancock undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Hancock, Hancock otherwise assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the Customer in accordance with the instructions announced by Hancock and within a reasonable time of the discovery of the defect. 

    11.3   The Customer shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by Hancock. 

    11.4   Hancock shall defend and indemnify Customer from and against any damage, cost and expense (including reasonable attorneys' fees) incurred as a result of any claim, suit or proceeding brought against Customer based on a claim that the use of the Services furnished by Hancock under this Agreement constitutes an infringement of any third party intellectual property right; provided that Hancock has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement, and provided further that Hancock shall have no obligations under this section 11 to the extent any claim is based on the combination or use of the Services  with other software, hardware or services not furnished by Hancock where the Services would not otherwise itself be infringing. 

    11.5   In the event that the Services in such suit or proceeding is held to constitute an infringement, or if in Hancock’s reasonable opinion the Services may constitute such infringement, and/or its further use is enjoined, Hancock shall, at its own expense and at its option, either

    (i) procure for Customer the right to continue the use of the Services, or

    (ii) replace the Services with non-infringing services of materially equivalent function and performance, or

    (iii) modify the Services so that it becomes non-infringing without materially detracting from function or performance.

    Should none of these measures be technically, commercially or economically reasonable to Hancock, then either party may terminate this Agreement. Upon such termination, Hancock shall refund the amount of fees paid in advance in respect of not yet used Services. 

    11.6   Each party’s liability under this Agreement shall, except for what is stated under 4, 9.3, 11.4, under all circumstances be limited to direct losses in an amount corresponding to the agreed fees paid by the Customer for the Services during the period of twelve  (12) months immediately prior to the breach of contract that entitles a Party  to damages. The foregoing shall not limit the Customers payment obligations under section 5 above. 

    11.7   In the absence of intent or gross negligence under no circumstances shall a party be liable for indirect or consequential losses, including but not limited to loss of profits or anticipated savings, loss of revenue, loss of Content or any other data. 

    11.8   A party may claim sanctions in accordance with the above only where the party provides the other party with a written notice thereof not later than sixty (60) calendar days after the party knew, or should have been aware, of the grounds for the claim. 

    1. Force Majeure 

    12.1   A party shall be released from liability in damages and other sanctions where the performance of a specific obligation is prevented or rendered onerous due to circumstances beyond a party’s control and which could not reasonably have been foreseen. Such force majeure events include, labor conflicts, lightning, fire, decisions of public authorities or other public regulations, errors in another operator’s network, delays in services from subcontractors due to events as stated above, general scarcity of transport, goods, or energy, or other similar circumstances. 

    12.2   Where a party’s performance is prevented for a period in excess of three (3) months due to an event as stated above, either party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation. 

     

    1. Confidentiality, etc.

    13.1   Hancock undertakes not to disclose to any third party, or otherwise make available, information received by Hancock from the Customer or Users within the scope of the Agreement. This confidentiality obligation shall not apply to such information as Hancock can demonstrate became known to Hancock other than pursuant to this Agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders. The duty of confidentiality shall remain in force notwithstanding the termination of the Agreement. 

    13.2   Hancock also reserves the right to analyze usage patterns in an aggregated form. 

    13.3   Except for Content mentioned above and other than pursuant to the Customer’s instructions, legal provisions, public authority regulations or court orders, Hancock shall not be entitled to review Content processed by the Customer via the Services. 

     

    1. Amendments

    14.1   Hancock reserves the right to change make changes to this Master Services Agreement at Hancock’s discretion; however, Hancock changes will not result in a material reduction in the level of service or protection provided for as part of this agreement during the Services Period of Your Order.

    Where the Customer does not accept the amendment, the Customer shall be entitled, provided that the changes can be demonstrated to have an adverse effect on the Customer, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the service period, the Customer shall be deemed to have accepted the new terms and conditions.

     

    1. Term of Agreement and Termination, etc.

    15.1   This Agreement shall enter into force upon acceptance by the Customer of these terms and conditions through execution of this Agreement or acceptance by the Customer of these terms and conditions in an Order Form. 

    15.2   The Initial Term is equal to the initial term as stated on the Order Form or as otherwise mutually agreed upon. 

    15.3   Upon expiration of the Initial Term, this Agreement will be automatically renewed with successive renewal terms at Hancock’s then communicated current fees and terms and conditions. The Renewal Term is equal to the Initial Term or as otherwise stated in an Order Form or mutually agreed upon. 

    15.4   This Agreement can be terminated by either party subject to written notice of termination as stated below or in the Order Form, effective only at the end of the then current Subscription term and provided that all accrued and/or prepaid fees are paid in full. Written notice of termination must be given in writing at least three (3) months prior to the end of the then current subscription term.

    15.5   Upon termination of a Subscription or the Agreement, Hancock shall not be responsible for the Content generated by the Users/Customer within the scope of the Subscription in question or the Services. Accordingly, it is the sole obligation of the Customer to ensure that it possesses the necessary back-up copies, etc. of the Content that it desires to retain when the Subscription is terminated. 

    15.6   Upon the active termination of a Subscription by the Customer, Hancock shall be entitled to immediately delete and destroy all Content within the scope of the Subscription. In the event of expiration of the subscription term of a Subscription and in the absence of the Customer’s renewal of the same, Hancock shall be entitled to delete and destroy such Content sixty (60) calendar days following the expiration date. 

    15.7   Upon termination of a Subscription or this Agreement for any reason, Hancock shall be entitled to and undertakes to permanently delete and destroy all copies of the Customer’s Content related thereto within a timeframe reasonable relating to the back-up and administrative procedures applied by Hancock from time to time. 

    15.8  Sections 11 and 13 shall survive any termination of this Agreement. 

     

    1. Access Restrictions, Premature Termination

    16.1 Hancock shall be entitled, with immediate effect, to disable the Customer’s access to a Subscription or to the Services or to prematurely terminate the Agreement in writing where: (a) the Customer or a User uses the Services in a manner that entails the perpetration of a crime; (b) the Customer or a User uses the Services in a manner that occasions losses or the risk of loss for Hancock or any third party; (c) the Customer or a User  uses the Services in a manner that violates Hancock’s security or administrative regulations; (d) it may be reasonably assumed that continued dissemination of Content violates governing law; (e) notwithstanding reminders, the Customer fails to pay agreed fees to Hancock within a stated time; (f) the Customer or a User uses the Services in a manner whereby the Customer utilizes resources or seeks unauthorized access to Hancock’s systems which are not intended for the Customer; (g) the Customer otherwise fails to comply with the Agreement  and such breach of contract is material; or (h) the Customer is placed into insolvent liquidation or is otherwise insolvent. 

    16.2 The Customer shall be entitled to prematurely terminate the Agreement in writing where: (a) operational disruptions or data traffic errors occur to such an extent that the Customer does not have access to the Services during a period in excess of one (1) month; (b) Hancock is in material breach of its obligations under the Agreement and fails to effect rectification within fourteen (14) days of a demand therefore; or (c) Hancock is placed into insolvent liquidation or is otherwise insolvent. 

     

    1. Assignment

    17.1 Hancock shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement to another entity without the Customer’s prior consent 

    17.2 Save for the provisions of section 2.5, the Customer shall not be entitled to assign its rights or obligations under this Agreement without Hancock’s prior written consent. 

    1. General Provisions

    18.1   If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision. Any notices required to be given under the terms of this Agreement shall be in writing and sent by registered or certified mail, postage prepaid, return receipt requested, to the address stated below or such other address as a party from time to time may have designated by written notice.

    18.1  The laws of the Commonwealth of Massachusetts shall apply to govern all of the rights, remedies and duties of the parties arising from or in any way related to the subject matter of this Agreement. 

    18.2   Any claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be resolved by final and binding arbitration to be conducted by one (1) arbitrator in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect. 

    18.3   This Agreement including the Order Form attached hereto contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous agreements, written or oral, between Hancock and Company with respect to such subject matter.  No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of either party by any of their staffs or agents, or contained in their sales materials or brochures, will be deemed to bind the parties hereto with respect to the subject matter hereof.  No purported amendment of the Agreement will take effect unless made in writing and signed by an authorized representative of each party.

    18.4   In the event of a conflict between the provisions of this Agreement and the provisions of the Order Form, the provisions of such Order Form will apply.  The terms of this Agreement and the Order Form cannot be unilaterally amended or supplemented by any language contained in a purchase or Order Form.  No such language will have any affect unless both parties state in writing that such language applies to the Order Form.

    1. Authorized Signatures

     

    19.1   By their execution on the Order Form, the parties hereto have agreed to all the terms and conditions of this Master Subscription Services Agreement, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all the terms and conditions herein.

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