All conditions detailed in the Terms & Conditions shall remain applicable for the duration and post completion of, the supply of  products and services by Seller.

3      Recitals

• 3.1 Whereas Seller is in the business of developing, marketing, selling, distributing and supporting Enterprise Content Management (ECM) software solutions, namely Contentverse.
• 3.2 And Buyer has reviewed and accepted this proposed Contentverse Enterprise Content Management Software Solution presented by
• 3.3 Seller hereby agrees to transfer and deliver to Buyer goods and services as detailed in this document under the terms and conditions detailed herein.
• 3.4 Buyer agrees to accept the goods, services and the payment terms which are detailed below, in accordance with the Terms & Conditions. .
• 3.5 Buyer agrees to accept the End User License Agreement (EULA) during installation and setup of Contentverse

4      Standard Terms & Conditions

The “Standard Terms & Conditions” is complemented by the End User License Agreement (EULA) for our software components and are applicable unless otherwise stated.

• Server software licenses include: Workflow, Security Schema Integration, Audit Trail, Full Text Search Processor, Retention, Notifications, and Web
• A CV Mobile license (app for Android and/or IOS) is available for Enterprise and Professional licenses at no extra It provides the same functionality as the professional client.
• To facilitate connection by external users accessing Contentverse via Content Sentinel, 50% of the number of Enterprise seats purchased will automatically be added to the server license for external Sentinel users only, at no
• The Administrator module includes the ability to assign and operate up to five (5) sub-administrators.
• Participation in the Technical Support program is
• Ownership of the perpetual license(s) are transferred at the time of installation and acceptance of End User License Agreement (EULA), and as a perpetual license, maintenance and support services are not required for Buyer. Maintenance and Support from Seller requires Buyer to be active on a Maintenance Program to maintenance their licenses.
• Any Contentverse Hosting Services, if applicable, require a separate Hosting
• Travel & Living (T&L) expenses, if applicable, will be billed at cost and must be approved in advance by Buyer.

5      Project / Terms & Conditions Amendment

The Terms & Conditions may only be modified or amended in writing by a duly authorized representative of each party. No other act, communication, representation, document, usage custom or practice shall be deemed to modify or amend the Terms & Conditions.

In the event Buyer requests material changes to the product and services detailed in the Terms & Conditions or does not adhere to their mutually agreed responsibilities and/or Buyer makes changes to agreed dates and schedules without at least seven (7) days’ advanced notice, Buyer accepts that this may result in a change request to the Terms & Conditions, including altering project deliverables, with associated additional charges.

6      Payment Terms

• 6.1 Payment is net 30 days upon Buyer’s receipt of the applicable invoice. Once Seller receives this signed Order Form, the Invoice sent to Buyer will reflect the exact amount quoted in the Order Form, and thus, is final.  Any clerical errors on the invoice are open for revision.
• 6.2 Payments not made via cash, check, or bank wire transfers may incur additional
• 6.3 Prices quoted are in United States Dollars and are exclusive of applicable taxes, if any, unless otherwise stated. Buyer is responsible for all sales, transaction, or value-added taxes, along with any duties and other government fees/charges, including foreign exchange rates/fees/charges.

7      Governing Law; Forum Selection and Severability

The Terms & Conditions and all obligations therein shall be governed by, and construed in accordance with the laws of DuPage County, Illinois and the Parties hereby consent to the exclusive jurisdiction of the DuPage County, Illinois courts.

If any term or provision of the Terms & Conditions is determined to be invalid, it shall not affect the validity and enforcement of the remaining terms and provisions. The Terms & Conditions shall be binding upon and inure to the benefit of the respective successors, assigns, representatives, and heirs of the parties herein.

8      Indemnity

Seller will defend, indemnity and hold harmless Buyer from liability based on a claim of violation of trademark, patent or copyright with respect to the Contentverse product or any other product, program or other material appurtenant thereto.

9      Dispute Resolution

In the event of a perceived breach of the Terms & Conditions and or dispute arising out of or in relation to the terms, a written notice of dispute is to be formally given. The receiving party will have seven (7) working days from confirmed receipt of notice to arrange a meeting of Buyer and Seller to endeavor to settle the dispute in an amicable manner through mutual consultation. If such persons are unable to resolve the dispute in a satisfactory manner within twenty-one (21) business days, either party may seek binding arbitration. The Arbitral seat shall be DuPage County, Illinois. The Arbitral award shall be final and binding among the parties.

10   Notices

Notices shall be considered given on the date of receipt, if delivered by hand, courier or, if sent by facsimile or by electronic means, upon receipt of confirmation or response back, and seven (7) working days after the date of mailing, if mailed postage paid. Notices shall be given to each party at its address and marked to the attention of the person set forth below. A party may change any such address by delivery of written notice to the other Party.

11     Force Majeure

Any delays in or failure of performance by Seller or Buyer shall not be considered a breach of this Agreement if such delay or failure is caused by acts of God, unforeseeable circumstances, acts (including a delay or failure to act) of any governmental authority (de jure or de facto), embargoes, strikes, labor disputes, riots, fire, floods, earthquakes, wars (declared or undeclared) or other military action, terrorism, sabotage, epidemics or other causes beyond Company’s reasonable control.

12     Arbitration

Any controversy or claim arising out of or relating to the Terms & Conditions, or the breach thereof, shall be settled by arbitration first, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Parties hereto hereby consent to personal jurisdiction and venue of such arbitration proceedings exclusively in DuPage County, Illinois. Any arbitration award shall include an award of reasonable legal fees and costs to the substantially prevailing party. If it shall ever become necessary for a party to this Agreement to enforce the arbitration requirement of this Agreement in court thru the filing of a motion to compel arbitration, a motion to dismiss or otherwise, the prevailing party in any such court shall be entitled to an award of their reasonable attorneys’ fees and costs. If it shall ever become necessary for a party to this Agreement to request that a court enter an arbitration award for the purpose of collecting upon the arbitration award or to otherwise incur collection costs in connection with attempting to collect the amount of any arbitration award, the party shall be entitled to the recovery of all such reasonable collection costs, including their attorney’s fees and costs.