Third-Party Cloud Services Terms

The terms and conditions outlined here govern the procurement of third-party cloud services (“Cloud Services”) by the client (“Customer”) from Davis Powers (“Seller”). Any additional or distinct terms provided by the Customer are considered material modifications and are hereby rejected unless specifically agreed upon in a separate written agreement that expressly covers the provision of Cloud Services.

Upon acceptance of Cloud Services directly from the third-party provider (“Cloud Service Provider”) or upon payment to Davis Powers, the Customer consents to abide by these terms, unless a distinct agreement governing Cloud Services exists between the Customer and Davis Powers.

Descriptions or outcomes related to the Cloud Services provided on any Davis Powers platform do not form part of the contractual agreement between Davis Powers and the Customer.

Detailed Information on These Terms and Conditions

These Terms and Conditions represent a binding agreement between the Customer and Davis Powers, referred to as "Agreement" henceforth. Acceptance of these Terms by the Customer occurs upon ordering or purchasing from Davis Powers via any digital platform. These Terms are subject to modification without notice, except for those Terms present on the platform at the time of the Customer's order, unless otherwise mutually agreed in writing.

The Customer agrees to electronic receipt of records, which may be delivered through internet-connected applications; requests for non-electronic records must be made in writing. Internet connectivity, required for access, is the responsibility of the Customer, who should contact their service provider for details. Electronic and digitally transmitted signatures are considered as legally binding as traditional handwritten signatures.

Purchase Orders issued by the Customer serve only for administrative purposes, with any additional terms within such orders being nullified. Historical dealings or trade practices shall not influence the interpretation of these Terms, except as stated within Davis Powers’ service order forms.

Key Definitions

Governing Law

These Terms and any service orders will be governed by the laws of Illinois. Disputes will be resolved in Cook County, Illinois, with the Customer waiving any right to contest jurisdiction or venue. Disputes related to these Terms must be brought within one year of the cause of action.

Cloud Services Acknowledgment

Cloud Services are provided under the terms agreed upon between the Customer and the Cloud Service Provider. Davis Powers is not liable for the provision or quality of Cloud Services.

Payment Terms

Invoices will be issued in U.S. Dollars, with payment terms and conditions specified therein. Purchase Orders for administrative use must be accepted by Davis Powers to be binding.

Export Compliance and Warranties

Compliance with export regulations is mandatory, and warranties for Cloud Services are provided by the Cloud Service Provider, not Davis Powers.

Limitation of Liability

Davis Powers' liability is strictly limited under these Terms, with specific exclusions for indirect damages and a maximum liability cap.

Confidential Information Protection

Confidentiality obligations protect disclosed information, with specific provisions for lawful disclosure requirements.

Arbitration Clause

Disputes arising under these Terms will be resolved through binding arbitration, with proceedings held in Chicago, Illinois.

Miscellaneous Provisions

These Terms constitute the entire agreement regarding the subject matter, with electronic communications and signatures being recognized as valid. Assignment and subcontracting provisions, as well as notices and the independence of the contractual relationship, are also defined.

Effective Date: 3/4/2024