THIS AGREEMENT (this “Agreement”) for certified mail envelope Software is executed on the date of software installation by and Between Certified Mailing Solutions, Inc (hereinafter “CMSI”) and the Software User (hereinafter “User”).
Risk of Loss. User agrees that CMSI, its agents, servants, Officers and affiliates shall not be liable for any loss, cost or damage arising out of any errors or practices in information or processing by the User or the United Postal Service. User agrees to indemnify, defend and hold harmless CMSI for any and all such losses costs and damages. User agrees that the liability of CMSI, its agents, servants, Officers and affiliates for negligence, breach of contract or otherwise arising from any activity arising from the subject matter of this Agreement shall be limited to the per item charge set forth in Paragraph 2(b) above for the item made the subject matter of any such loss, cost or damage. Furthermore, in the event that CMSI’s performance is delayed, hindered or prevented because of strikes, lockouts, labor troubles, inability to obtain materials, failure of power, restrictive governmental laws or regulations, riots, Insurrections, the other party’s default, act or failure to act, war or other reason beyond its control, then performance of that act shall be excused for the period of the delay and the time for performance appropriately extended for an equivalent period of time.
Dishonored Payments. If User makes payments to CMSI by any means that is not “honored” on presentation for any reason whatsoever, then User agrees to pay CMSI the sum of one hundred U.S. Dollars and no/100 ($100.00) which is in addition to any late charges; such late charges shall accrue at the rate of 8% per annum in accordance with Alabama Code section 8-1-1. At any time following such dishonor, CMSI may, in its sole and conclusive discretion, elect to demand and require as a covenant and condition to this Agreement that User make all future and outstanding payments in cash or cashier’s check.
0.1 Non-Disclosure. Receiving Party acknowledges, covenants and agrees that during or after the disclosure by the Company of, or receipt by the Receiving Party of Confidential Information & Material, the at he (a) will not use, disclose, or transfer any Confidential Information & Material other than as expressly authorized by the Company in writing, (b) will not use any Confidential Information & Material in any way whatsoever, (c) will not sell, offer for sale, license, offer for license or otherwise exploit or attempt to exploit any products which embody in whole or in part any Confidential Information & Material except as expressly authorized by the Company in writing, and (d) will take all reasonable precautions to prevent the inadvertent or accidental exposure of Confidential Information & Material.
0.2 Removal Of Confidential Information & Materials. Receiving Party hereby acknowledges, covenants and agrees that he shall not remove any Confidential Information & Material from the Company’s premises or make copies of such materials under any circumstances whatsoever.
0.3 Non-Solicitation Of Business. Receiving Party acknowledges, covenants and agrees that for a period of twenty four (24) months after the disclosure by Company of, or receipt by Receiving Party of Confidential Information & Material, he will not call upon or communicate with or endeavor by any means whatsoever, either directly or indirectly, to sell or to solicit for sale any services or products which are provided or dealt in by the Company to any individual or entity which was a customer of the Company at the time of such disclosure of, or receipt of Confidential Information & Material. Receiving Party further acknowledges, covenants and agrees that during the duration of this covenant, he will not become an officer, employee, agent, shareholder, interest holder, partner, member, director, consultant or otherwise affiliated with any business that communicates or solicits any customers or potential customers of the Company as set forth above.
0.4 Non-Competition. Receiving Party hereby acknowledges, covenants and agrees that for a period of twenty four (24) months after the disclosure by Company of, or receipt by Receiving Party of Confidential Information & Material, Receiving Party will not, directly or indirectly, engage in activities for any business similar to or competitive with the business engaged in by the Company, either for the Receiving Partys own benefit or for the benefit of any other person, firm or other entity whatsoever, and having any operations located on or coming in contact with the continental United States of America. Receiving Party further acknowledges, covenants and agrees that during the duration of this covenant, he will not become an officer, employee, agent, shareholder, interest holder, partner, member, director, consultant or otherwise affiliated with any business that competes with the Company in any of the above listed areas.
Dispute Resolution. In the event that any action is filed in relation to this Agreement, then (a) if CMSI is the successful party, then User shall pay to CMSI, in addition to all the sums that User may be called on to pay, a reasonable sum for CMSIattorneys’ fees (including appeals), (b) the terms and conditions, rights and duties of this Agreement shall be construed and interpreted under the laws of the State of Alabama, (c) any litigation arising in any way out of this Agreement shall be brought only in the United States District Court for the Northern District of Alabama or, if subject-matter jurisdiction is lacking, in the Circuit Court of Shelby County, Alabama, which courts shall be and have the exclusive venue and jurisdiction for any such litigation and (d) the rights and remedies granted to CMSI by this Agreement shall be cumulative and are not intended to be in lieu of any right or remedy afforded to CMSI by local, state or federal law.
Use of User’s Name. User hereby consents to CMSI’s general publication to any third party or the general public for any and all reasons whatsoever of (a) the existence of this Agreement and (b) that User is a user of CMSI’s Certified Mail® Services.
Term. This Agreement shall commence immediately and shall be terminable by either party at will upon written notice to the other party of the intent to cancel. Notwithstanding the for going, in no event shall this agreement continue for more than 20 years.
Payment. User shall remit payment in full to CMSI for it’s envelopes and any Electronic Tracking Service purchased by the User. Transmission of orders and funds must be processed not later than 12:00 during regular business days Monday – Friday. Payment to CMSI shall be via credit card, wire transfer or other cash equivalent.
Entire Agreement. This instrument, with referenced exhibits, contains the entire agreement between the parties and supersedes all other representations, proposals, understandings, correspondence and agreements, there being no representations, agreements, or understandings Other than those stated herein. No course of dealing, or Custom or usage of any trade that varies from or is inconsistent with the terms and conditions of this Agreement shall be binding or have any effect on the parties hereto. Any differences between this Agreement and any other agreement entered into by CMSI or User shall not be considered in any respect in interpreting or construing this agreement.
Abuse Policy
We have a strict abuse policy. If it can be demonstrated to what we consider a high degree of certainty that abuse has taken place, we reserve the right to turn over any information we have to authorities and collect lost funds.
Here are some guidelines for what we consider to be abuse:
Using envelopes not purchased from CMSI. The system is designed to use our patented process and envelopes. No other envelopes can be used.
If abuse is reported, but cannot be demonstrated, we will block the suspected abuser’s IP address, until abuse if any can be determined.
