TERMS OF THIS AGREEMENT RULE YOUR USE OF THE SERVICE AND THE SOFTWARE PROVIDED BY ACSENDO. READ THIS AGREEMENT BEFORE USING THE SERVICE AND THE SOFTWARE. BY CLICKING ON THE “I AGREE TO THE TERMS AND CONDITIONS” CHECKBOX, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND TO THESE. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST RENOUNCE FROM USING THE SERVICE AND THE SOFTWARE.
If you are signing up for the Service on behalf of a company, you represent that you are duly authorized to represent the company and accept the terms and conditions of the Agreement on behalf of the company.
If you are entering into this Agreement on behalf of your company, the terms “You” and “Your” in this Agreement means your company and all of its Personnel.
If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company on whose behalf you purport to sign up, you agree that you are personally bound by this Agreement. In such cases, the terms “You” and “Your” in this Agreement mean you personally. In this Agreement shall mean you personally
- General1.1. Modification. Acsendo reserves the right to modify the terms and conditions of this Agreement, effective upon posting of an updated version of this Agreement on the Website. You are responsible for regularly reviewing this Agreement. Your use of the Service and the Software after any such changes are posted on the Website shall constitute Your consent to such changes.
1.2 INTERPRETATION AND DEFINITIONS
In this Agreement, unless the context otherwise requires:
“Acceptance” means Your acceptance of and agreement to the terms and conditions of this Agreement, by clicking the “I Agree to the Terms and Conditions” checkbox , or by accessing and using the Service and the Software.
“Agreement ” means this agreement.
“Business Day” means a day other than a Saturday, Sunday, or a public holiday in Bogota, Colombia.
“Charges” means (as applicable):
(a) the charges payable by You for the Service, at the rates set out on the Website at the time of Acceptance, or at the time of you buying licenses by clicking on the relevant buttons on the Website (with respect to the provision of the Service during the Initial Term); or
(b) the charges payable by You for the Service as advised to You by Acsendo within 15 days of the expiry of the end of the Initial Term or Future Term as per clause 10.1(b) (with respect to the provision of the Service during any Future Term); or
(c) the charges payable by You for any Consultancy Services that Acsendo agrees to provide to You as set out in the written statement of work agreed between You and Acsendo governing such Consultancy Services; or (d) the charges as advised to you separately by Acsendo.
“Confirmation” means (as applicable):
(a) Your Acceptance (where you have not registered for the 30-Day Trial);
(b) Your confirmation that You wish to continue receiving the Service following the expiry of the 30-Day Trial (i.e. by Your clicking on the “Buy licenses” button on the Website); or
(c) Your written notification to Acsendo that you wish to renew and extend the term for a Future Term in accordance with clause 10.1(c); or
(d) Your confirmation that You wish to add more Profiles/Roles (i.e. by Your clicking on the “Buy more licenses” button on the Website); or
“Consultancy Services” has the meaning given to that expression in clause 2.6.
“Data” means any information provided, inputted or uploaded into the Software, via the Service, that relates to You or a Profile.
“Force Majeure” means any cause beyond the reasonable control of a party including riots, acts of war, epidemics, governmental action, legislative change, strikes, failure by any of Acsendo’s suppliers, contractors and other third parties as hired by Acsendo, and other industrial action, communication line or internet failures, power failures, earthquakes or other natural disasters.
“Future Term” has the meaning given in clause 10.1(c).
“Initial Term”, and “Term” have the meanings given in clause 10.1(b).
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, confidential information and any other intellectual or industrial property rights anywhere in the world, whether or not registered.
“Payment Terms” means payment by You either immediately by a credit card that is recognized on the Website or as otherwise prior agreed between You and Acsendo.
“Permitted User” means those members of Personnel who are authorized to access and use the Service and the Software in accordance with clause 3.4.
“Personnel” means Your employees, and third party contractors engaged by You who may have access to the Software.
“Profile” means information relating to and concerning an individual member of Personnel.
“Service” means the provision by Acsendo of a limited, non-transferable, non-exclusive right to access, and a licence to use, the Software via the Website.
“Update” means an update to the Software comprising modifications to the Software in the nature of improvements made to correct program faults or other defects, or to effect enhancements to the functionality of the Software.
“Website” means the Internet site at the domain www.Acsendo.com, or such other address notified to You by Acsendo, via which You can access and use the Software.
1.3 Interpretation: For the purposes of this Agreement, unless the context requires otherwise:
(a) words importing the singular or plural number include the plural and singular number respectively;
(b) a reference to:
(i) a “person” includes any individual, corporation, unincorporated association, government department, municipal authority or any other entity constituting a legal entity in its jurisdiction
(ii) a party to this Agreement include that party’s successors and permitted assigns;
(iii) “$” is a reference to the United States dollar
2. ACSENDO OBLIGATIONS
2.1 Acsendo to provide Service: Acsendo will use its best endeavors to:
(a) provide, on a non-exclusive basis, the Service to You subject to, and in accordance with, the terms of this Agreement;
(b) provide the Service in a proper, professional and workmanlike manner; and
(c) exercise due care, skill and diligence at all times,
provided that Acsendo shall not be in breach of this Agreement to the extent that it is unable to comply with this clause 2.1 (or of any other provision of this Agreement) due to any negligence, default or failure to comply with this Agreement by You. The Software is provided as a Service and no provision under this Agreement shall obligate Acsendo to deliver or otherwise make available any copies of any computer programs comprised in the Software.
2.2 Outages: Acsendo will use reasonable endeavors to ensure that the Software is available to You subject to:
(a) network failures, external to Acsendo;
(b) maintenance of the Software, the Website and the computing systems and networks on which the Software is hosted that Acsendo considers is necessary, which will be planned outside of those hours considered to be high volume, or of an advised high need by You, wherever possible; and
(c) server over-utilization due to unforeseen increase in traffic by a client and/or permitted or unauthorized users.
2.3 Computer systems: Acsendo is responsible for procuring, at its expense, all information technology solutions and systems (including hardware and software) reasonably necessary for it to provide the Service in accordance with this Agreement.
2.4 Acsendo access to Data:
(a) You acknowledge that Acsendo may require access to the Data to fulfill its obligations under this Agreement. To the extent this is necessary, Acsendo may authorize its employees, agents or contractors to access the Data for this purpose.
(b) You must ensure that You have arranged all necessary consents and approvals for Acsendo to access the Data as described in clause 2.4(a).
(c) Acsendo must ensure that any employee, agent or contractor authorized by it under clause 2.4(a) complies with this Agreement
2.5 Data Security and Back-Up: Acsendo will use all reasonable endeavors to ensure that the Data is held in a secure environment and is regularly backed up using at least industry standard techniques and procedures. You may request a copy of the most recent back-up of Your Data held by Acsendo, but charges may apply to retrieve this Data.
Other services: At Your request, Acsendo may agree to provide You with consultancy and other services (“Consultancy Services”) that relate to the Service and Software but that are additional to the Service. Such Consultancy Services will be charged at Acsendo’s standard rates applicable at the time of supply or as agreed in writing between You and Acsendo. The provision of Consultancy Services shall be governed by this Agreement and any Statement of Work to be agreed between You and Acsendo in relation to those Consultancy Services.
2.6 Support: Acsendo:
(a) will repair or replace the Software (by way of Update or otherwise), at its sole option, to correct documented code errors which are caused by a defect in an unaltered version of the Software;
(b) will provide support in accordance with Acsendo’s then current support policy to assist You with any query that it may have relating to the Service or the Software. The following email address can also be used immediately for support enquiries: support@Acsendo.com; and
(c) has no obligation to provide You with hard-copy documentation, upgrades or other support.
3. CLIENT OBLIGATIONS
3.1 General: You shall only use the Service and the Software for Your own lawful internal business purposes.
You shall not:
(a) decompile, reverse engineer, decrypt, resell, distribute, reproduce, or modify the Service or the Software in any way or for any purpose (or permit anyone else to do so).
3.2 Access conditions: The provision of the Service by Acsendo is subject to Your compliance with the following conditions:
(a) Access to the Service by You is limited to Permitted Users. You shall not permit any other person to access or use the Service.
(b) In accessing the Software, via the Service, you shall:
(i) not impersonate another person or misrepresent authorization to act on behalf of others or Acsendo;
(ii) correctly identify the sender of all electronic transmissions;
(iii) not attempt to undermine the security or integrity of Acsendo’s computing systems or networks or, where the Software is hosted by a third party, that third party’s computing systems and networks;
(iv) not attempt to gain unauthorized access to the computer system on which the Software is hosted;
(v) not transmit, or input into the Software, any Data or other material in violation of any law, including Data or other material protected by copyright, legally judged to be threatening or obscene, protected by trade secrets, or that You have not obtained all necessary consents to use; and
3.3 30-Day Trial: If You have registered for the 30-Day Free Trial for the Service and the Software, Acsendo grants You the limited right to use the Service and access the Software for a maximum of thirty (30) days from the date of Acceptance by You.
3.4 Free Climate: If You have registered for the Free Climate Version, Acsendo grants You the limited right to use the Service and access the Software for a maximum of one (1) year from the date of Acceptance by You.
3.5 Permitted Users and Passwords:
(a) You may authorize any member of Your Personnel to be a Permitted User in which case, and if requested by Acsendo, You will provide to Acsendo the Permitted User’s name and other information that Acsendo may reasonably require in relation to the Permitted User.
(b) You must ensure compliance by Your Permitted Users with the terms of this Agreement.
(c) A breach of any term of this Agreement by a Permitted User is deemed to be a breach of this Agreement by You.
(d) You will choose or be given all applicable passwords to use in connection with the Service. Each password may be used by one member of Personnel only and may not be shared or used concurrently by more than one member of Personnel. You are responsible for maintaining the confidentiality of Your passwords and account information. You are responsible for any and all activities that occur under Your account.
3.5 Client to supply Data:
(a) You will provide the Data for inputting into the System;
(b) You will input the Data into the System and be responsible for maintaining this Data as required.
3.6 Computer Systems: Permitted Users require a web browser (preferably the last two versions of explorer, chrome, Mozilla and Safari) and a minimum screen resolution of 1024 X 768.
3.7 Suspending access: Without limiting clause 10, Acsendo may restrict or suspend Your, or a Permitted User’s, access to the Software where You or a Permitted User:
(a) undermines, or attempts to undermine, the security or integrity of the Software, Service or any of the computing systems or networks on which the Software is hosted;
(b) uses, or attempts to use, the Service:
(i) for unlawful or improper purposes; or
(ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; or
(c) has breached this Agreement (in Acsendo’s reasonable opinion).
3.8 Security Breach: You must immediately notify Acsendo of any unauthorized use of Your account, or that of a Permitted User, or any other breach of security. Acsendo is not liable for any loss or damage arising from Your failure to comply with these requirements.
3.9 Notification: Acsendo must notify You where it restricts or suspends Your, or a Permitted User’s, access under clause 3.7.
4. CHARGES AND PAYMENT
4.1 Charges, Taxes and Refunds: During the term of this Agreement, You agree to pay Acsendo the Charges (plus GST if applicable) for the Service and any Consultancy Services supplied by Acsendo, in accordance with the Payment Terms. Except as otherwise provided, Charges are non-refundable, and the number of Profiles purchased cannot be decreased during the Term. All Charges payable by You to Acsendo under this Agreement are exclusive of all applicable federal, state, local and foreign taxes, levies and assessments. You agree to bear and be responsible for the payment of all such taxes, levies and assessments imposed on You or Acsendo arising out of this Agreement, excluding any tax based on Acsendo’s net income. If You are required by any applicable law to deduct or withhold amounts otherwise payable to Acsendo hereunder, You agree to pay the required amount to the relevant governmental authority and pay to Acsendo, in addition to the payment to which Acsendo is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Acsendo free and clear of all taxes equals the full amount Acsendo would have received had no such deduction or withholding been required.
4.2 Account Information: You agree to provide Acsendo with accurate and complete billing and contact information, including Your legal name, company name, street address, e-mail address, and telephone number, and to notify Acsendo of any changes to this information within 30 days of each such change. If the contact information You provide is false or fraudulent, Acsendo reserves the right to terminate Your access to the Service immediately without liability to You and without any obligation to return Your Data.
4.3 Invoices or Receipts: Acsendo will provide You with a tax invoice or receipt for Charges under this Agreement after Your payment has been received by Acsendo or processed by the online payment service on the Website.
4.4 Fraudulent or Overdue Payments. If you pay by fraudulent means, Acsendo reserves the right to immediately and permanently terminate Your access to the Service, with no liability to You and no obligation to return Your Data without prejudice to any other recourse that may be available to Acsendo.
4.5 Payment: Other than in relation to disputed invoices (as defined in clause 4.8), You shall pay an invoice an invoice no later than per the Payment Terms and without deduction or set off.
4.6 Non payment: In the event that Your account is unpaid after due date or is otherwise in arrears, Acsendo reserves the right to suspend Your access to the Service, with no liability to You, until such amounts are paid in full. For credit card payments, an account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid thirty (30) days following the billing cycle. You agree that Acsendo may impose a Charge to restore archived data from delinquent accounts.
4.7 Change of Charges
Acsendo may increase the Charges by giving You at least 60 Days’ notice, provided that:
(a) no increase may come into effect during the Initial Term; and
(b) Acsendo must not exercise this right more than once in any 12 month period.
If You do not agree with the increase, You may terminate this Agreement by giving Acsendo at least 60 Days’ notice.
4.8 Disputed invoices: If You have a bona-fide dispute in relation to an invoice submitted under this clause 4 (“disputed invoice”), You must email “accounts@Acsendo.com” within seven (7) days of receiving the relevant invoice, and:
(a) You shall pay that part of the disputed invoice in respect of which no dispute exists, within the Payment Terms; and
(b) in respect of that part of the disputed invoice which is disputed:
(i) if the dispute is resolved at least five (5) days before the due date for payment of that invoice, then the amount agreed by the parties to be payable, or determined under clause 11.1 to be payable, must be paid by the due date; and
(ii) in all other cases, the amount agreed by the parties to be payable, or determined under clause 11.1 to be payable, must be paid within twenty-one (21) days of such agreement or determination.
4.9 Interest on overdue monies: If You default in the payment of any monies payable under this Agreement by the due date for payment, then you shall pay to Acsendo interest at the rate of 1% per annum above the then annual overdraft lending rate of the FED on the monies unpaid from the due date for payment until the actual date of payment.
5.1 Appointment of subcontractors: Acsendo may, at its sole discretion, appoint subcontractor(s) to provide any or all of the Service, including hosting the Software.
5.2 Acsendo remains liable: Acsendo remains principally liable in accordance with the terms of this Agreement, for any of the Service supplied on its behalf by a subcontractor, without prejudice to non-liability in the event of a Force Majeure
6.1 General obligations of confidentiality:
(a) “Confidential Information” means all information, whether written or oral, including but not limited to a party’s products, business, technical, manufacturing and research efforts, that is identified by a party as “confidential” at the time of disclosure, or that, due to its nature, the receiving party knows or should know to be confidential. Data is considered to be Your Confidential Information.
(b) Both parties agree that they will not use the other party’s Confidential Information except as necessary for the performance of this Agreement, and will not disclose to any third party any Confidential Information obtained from the other under or in connection with this Agreement, except to its agents, contractors or subcontractors with a specific need to know the same.
(c) Each party undertakes to use its best endeavors to ensure its personnel, agents, contractors and subcontractors are aware of and comply with the provisions of clause 6.1(b).
(d) In fulfilling the obligations in clause 6.1(b) and (c), each party will as a minimum standard use the same degree of care to avoid disclosure as it uses to protect it own confidential information.
The obligations under clause 6.1 do not apply to the extent that information is:
(a) or becomes generally known to the public through no fault or breach of this Agreement by the receiving party;
(b) legitimately known to the receiving party through a disclosure which is not a breach of any obligation of confidentiality
(c) legitimately received by the receiving party from a third party without a restriction on use or disclosure having been imposed
(d) disclosed by a party to this Agreement with the prior written permission of the disclosing party;
(e) required to be disclosed pursuant to law, regulation or court order provided that the party required to make such a disclosure gives prompt notice to the other party to give that party a reasonable opportunity to contest such order or requirement.
6.3 Upon termination or expiration of this Agreement, a receiving party shall destroy or promptly return to a disclosing party all tangible items relating to discloser’s Confidential Information.
7. INTELLECTUAL PROPERTY
(a) Subject to clause 7.1(b), title to, and all Intellectual Property Rights in, the Software, including Updates, regardless of the source of inspiration and regardless of whether You have provided input to any Update, and any documentation on, or in relation to, the Software or Service, shall remain the property of Acsendo (or its licensors).
(b) Title to, and all Intellectual Property Rights in, the Data remains Your property. Acsendo has no right, title or interest in any personally identifiable information related to You, Personnel or Permitted Users.
7.2 Intellectual Property Rights warranty: Acsendo warrants to the best of its knowledge and belief that Your use of the Software or Service in accordance with this Agreement does not infringe the Intellectual Property Rights of any third person.
8.1 Authority: You warrant that You have full power and authority to enter into and perform Your obligations under this Agreement.
8.2 Performance of Software: Acsendo warrants that the Software will function substantially in accordance with the functionality published by Acsendo on its Website. You acknowledge that the Software may have minor or inherent defects.
8.3 Viruses: Acsendo will use its best endeavors to ensure that the Software is free of any known Viruses.
8.4 No implied warranties: Acsendo’s warranties are limited to those set out in this Agreement and any implied conditions or warranties are excluded to the extent permitted by law. Without limitation and despite anything to the contrary in this Agreement, Acsendo does not warrant that the Service (including the Software):
(a) will meet any unreasonable client requirement;
(b) will be uninterrupted or free of errors or defects; or
8.5 Limitation of remedies: Where legislation or rule of law implies into this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application or exercise of a liability under such condition or warranty, the condition or warranty is deemed to be included in this Agreement. However, the liability of Acsendo for any breach of such condition or warranty is limited, at the option of Acsendo, to one or both of the following:
(a) supplying the Service again; or
(b) paying the costs of having the Service supplied again.
9.1 Unrecoverable losses: Neither party is liable to the other party for any indirect, incidental or consequential loss or damage or loss of revenue, profit, savings, or Data arising out of or in connection with this Agreement. This clause does not apply to Your liability to pay the Charges when due and payable under this Agreement.
9.2 Liability of Acsendo:
(a) Subject to clause 9.2 (b), the maximum aggregate liability of Acsendo under or in connection with this Agreement in any 12 month period is limited to the Charges paid paid in the preceding 12 months.
(b) Clause 9.2(a) does not limit either party’s liability under clause 6, Acsendo’s liability under clause 9.5.
9.3 Extent of limitations: The limitations and exclusions of liability in this clause 9 are separate limitations and exclusions and apply regardless of whether such liability arises in contract, tort (including negligence) or otherwise.
9.4 Mitigation: Each party must take all reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement.
9.5 Indemnity: You indemnify and keep indemnified, Acsendo and its employees, contractors and agents from and against any and all, direct loss,, costs, expenses, demands, damage or liability (whether criminal or civil), including reasonable legal fees, resulting from or in connection with:
(a) a breach of this Agreement by You or Your Personnel; and/or
(b) any action or claim in respect of the Data or any part of it.
10. TERM AND TERMINATION
(a) 30-Day Trial Term: If You are participating in Acsendo’s 30-Day Free Trial, this Agreement lasts thirty (30) days from the date of Acceptance. At the conclusion of the free 30-Day Trial, if You choose not to purchase ongoing rights to the Service, You must immediately cease all use of the Service, including the Software, and destroy all documentation relating to the Service or the Software.
(b) Free Climate: If You are participating in Acsendo’s Free Climate, this Agreement lasts one (1) year from the date of Acceptance. At the conclusion of the free one year Trial, if You choose not to purchase ongoing rights to the Service, You must immediately cease all use of the Service, including the Software, and destroy all documentation relating to the Service or the Software.
(c) Term: If you elect to purchase ongoing rights to the Service, this Agreement continues from the date of receipt by Acsendo of Your Confirmation that you wish to purchase such ongoing rights, until terminated in accordance with this Agreement. If you are not participating in Acsendo’s 30-Day Free Trial, this Agreement commences on the date of receipt by Acsendo of Your Confirmation that you wish to receive the Service, and continues from that date until terminated in accordance with this Agreement. In each case, the “Term”. The “Initial Term” is the initial 12 months of the Term as described herein.
(d) Future Term is the period of the Term after the expiry of the Initial Term. Charges for any Future Term will be available on the Website or will be advised to You by Acsendo at least thirty (30) days prior to the end of the current Charges period.
10.2 Automatic termination: This Agreement automatically terminates, without liability on the part of Acsendo, on 20 Business Days’ notice by Acsendo if it loses, for any reason, the right to provide the Service to You.
10.3 Deletion of Data:
(a) Upon the expiry or termination of this Agreement, Acsendo must delete from the Software all Data relating to Profiles.
(b) Prior to the Data being deleted, Acsendo must provide You with all Data in a utilizable format which is to be agreed between the parties but will in any event be in compliance with the applicable industry standard electronic format for such services similar to the Service (an ANSI Standard SQL).
10.4 The obligations and covenants as provided in clauses 6 and 7.1 shall survive the termination of this Agreement and all clauses which are clearly intented to apply subsequent to the termination of this Agreement shall so apply. Expiry or termination: Clauses 6, 7, 8, 9 and 10 survive the expiry or termination of this Agreement.
10.5 Effect of termination: Termination of the Agreement is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination.
(a) The parties shall work together in good faith to resolve any dispute or difference arising between them under or in connection with this Agreement. If the dispute or difference is not resolved within 20 Business Days, either party can exercise any right including legal proceedings.
(b) Pending resolution of a dispute, each party, to the extent it is able, shall continue to perform its obligations under this Agreement.
Each notice, agreement and other communication (each a “communication”) to be given, delivered or made under this Agreement for the attention of Acsendo, must be in writing but may be sent by personal delivery, post (by airmail), facsimile to the address or facsimile number set out below or by e-mail to the e-mail address below (or to any other address or number from time to time designated for that purpose by notice from Acsendo).
Address: Cra 11 No 86-60 Oficina 501, Bogota, Colombia
Facsimile: +571 6184975
Attention: Carlos Alberto Santana
A communication under this Agreement is effective:
(i) in the case of personal delivery, when delivered;
(ii) if posted or delivered to a document exchange, 3 Business Days, in the place of receipt, after posting or delivery to the document exchange; and
(iii) if made by facsimile, upon production of a transmission report by the machine from which the facsimile was sent which indicates the facsimile was sent in its entirety to the facsimile number of the recipient designated for the purposes of this Agreement,
(iv) if by e-mail, and the sending email system confirms the notice was delivered successfully, the notice is deemed to be received by the other party on the day of that confirmation provided that any communication received or deemed received after 5pm on a day which is not a Business Day is deemed not to have been received until the next Business Day.
11.4 Restrictions on assignment:
(a) You may not transfer, assign or attempt to do so, any of your rights, interests or obligations under this Agreement, except with the prior written consent of Acsendo.
(b) Any transfer of shares, or any other arrangement affecting You or Your holding company, which results in a change of effective control of You is deemed to be an assignment subject to clause 11.4(a).
11.5 No partnership/agency: Nothing contained in this Agreement is deemed to constitute the parties as partners nor constitute a party the agent or legal representative of the other party. No party has authority to act or to assume any obligation or liability on behalf of the other party except as expressly provided in this Agreement.
11.6 Waiver: No forbearance, delay or indulgence on the part of either party in enforcing any provision of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of any of its rights operate as a waiver of any subsequent breach.
11.7 Severability: If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
11.8 Entire agreement: This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between You and Acsendo relating to the Service and the Software and the other matters dealt with in this Agreement
11.9 Governing law and jurisdiction: This Agreement is governed by the laws of the State of Massachusetts and the competent court at Boston, MA, shall have exclusive jurisdiction in any proceedings arising under or in relation to this Agreement.