1. LEGAL AGREEMENT
This Agreement is a legal agreement (hereinafter “Agreement”) entered into by and between Enerpact LLC, (hereinafter “Enerpact”) and you (hereinafter “Client”), an individual or representative of a corporation or other entity, with the proper authority to engage you and/or your organization to this Agreement, as of the date of acceptance of terms and conditions. By accepting this Agreement and accessing or using Enerpact’s APX applications, sites, and services, you agree that you have thoroughly reviewed this Agreement, and you have agreed to be legally bound by the terms contained herein. If you do not agree to all of the following terms in this Agreement, you may not access or use Enerpact’s applications, sites, and services.
2.1 Grant of Rights.
Enerpact grants to Client a limited, non-exclusive, non-transferable and world-wide right to use the Enerpact APX Invoicer and Enerpact APX QB Invoice Link (hereinafter, jointly, “Enerpact Services”), Materials and Documentation solely for Client’s and its business operations for the purposes of sending invoices to E&P companies. Permitted uses and restrictions of the Enerpact Services also apply to Materials and Documentation. Enerpact reserves all other rights.
Client understands that use of any and all Enerpact Services are optional and entirely at the Client’s
discretion. Enerpact Services consist of multiple methods of transferring invoices from Client to Client’s customers, including but not limited to a web-based form, a PIDX standardized format, and an Enerpact APX QB Invoice Link application.
(a) When Client signs up for an account for Client’s organization, Client may specify one or more administrators. The administrators will have the right to configure Enerpact Services based on Client requirements and manage end users in the Client account.
(b) Client is responsible for i) ensuring confidentiality of its account passwords, ii) appointing competent individuals as administrators for managing the Client account, and iii) ensuring that all activities that occur in connection with the Client account comply with this Agreement. Client understands that Enerpact is not responsible for account administration and internal management of Enerpact Services for the Client.
(c) Client is responsible for taking necessary steps for ensuring that the Client does not lose control of the administrator accounts. Client may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email
to Support@Enerpact.com, provided that the process is acceptable to Enerpact. In the absence of any specified administrator account recovery process, Enerpact may provide control of an administrator account to an individual providing proof satisfactory to Enerpact demonstrating authorization to act on behalf of the organization. Client agrees not to hold Enerpact liable for the consequences of any action taken by Enerpact in good faith in this regard.
(d) Client may permit Authorized Users to use Enerpact Services. Client is responsible for breaches of the Agreement caused by Administrators and Authorized Users.
With respect to Enerpact Services, Client will not:
(a) Disassemble, decompile, reverse-engineer, copy, translate or make derivative works,
(b) Infringe the intellectual property rights or copyrights of any entity or person;
(c) Transmit any content or data that is unlawful, harmful, threatening, malicious, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable,
(d) Circumvent, endanger, or disrupt operation or security or interfere with, disrupt, or disobey any requirements, procedures, policies, or regulations of any systems, software, or equipment used to host or connect to Enerpact Services,
(e) Use Enerpact Services to transmit “junk mail”, “spam”, “phishing”, or other unsolicited emails, including but not limited to solicitations for orders or other business.
(f) Submit invoices that are knowingly false, or
(g) Engage in any other illegal activities.
Enerpact may suspend, terminate, or otherwise disable use of Enerpact Services if continued use may result in harm to Enerpact, Enerpact Services, or its users. Enerpact will notify Client of the suspension. Enerpact reserves any other legal remedies that may be available for unauthorized use or access of Enerpact Services or any other violation of this agreement.
Enerpact provides access to the Enerpact Services.
Enerpact provides support for Enerpact Services via telephone, email, and standard remote support technologies. Enerpact Support can be reached at: Support@Enerpact.com
Enerpact uses reasonable security technologies in providing Enerpact Services. As a data processor, Enerpact implements technical and organizational measures to secure personal data processed in the Enerpact Services in accordance with applicable data protection law. Enerpact utilizies data encryption in the transmission of all information across Enerpact Services from Client to Enerpact to Operators.
(a) Enerpact Services and Enerpact Policies may be modified by Enerpact at any time. Modifications may include optional new features for Enerpact Services, which Client may use subject to the then-current Supplement. Modifications and enhancements to Enerpact Services are on-going and implemented at the sole discretion of Enerpact.
(b) Past versions of Enerpact Services may be unsupported by Enerpact. Enerpact will inform Client when past versions of Enerpact Services will become unsupported, and when upgrading to the latest Enerpact Services is recommended.
Enerpact or Enerpact Affiliates may use anonymous, non-identifiable information relating to the use of Enerpact Services to prepare analyses. Analyses do not contain Confidential Information. Examples of analyses include: optimizing resources and support, research and development, verification of security and data integrity, internal demand planning, industry developments and anonymous benchmarking
with other users. Enerpact will make its best efforts to ensure identifiable information is not discernable from any aggregate statistics.
Unless specifically agreed in a written Agreement, Enerpact is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Client understands that Client should consult the services of a competent professional when Client needs this type of assistance.
4.1 Client Data.
(a) Client is responsible for the Client Data and entering it into Enerpact Services. Client is responsible for ensuring the accuracy, timeliness, and receipt of any invoices it sends through Enerpact Services.
(b) With respect to QB Invoice Link, Client grants Enerpact (including its Affiliates and subcontractors) a nonexclusive right to access, transfer, process, and use Client Data from Client’s internal QuickBooks. Client solely maintains control over when and what QB Invoice Link will access from Client’s QuickBooks application and database.
(c) QB Invoice Link only reads from QuickBooks and does not write to or in any way modify Client’s QuickBooks. Company financial information, social security numbers, and other non-invoice-related information is never accessed or read by QB Invoice Link.
(d) Client is responsible for maintaining and recording any changes, deletions, additions, or other modifications to invoice data it makes in APX Invoicer, QB Invoice Link, and other Enerpact Services.
(e) Only invoice data will be accessed via QB Invoice Link and transferred to other Enerpact Services.
“Invoice Data” consists of the complete invoice information, consisting of header and line item details such as part numbers, quantities, units of measure, descriptions, unit amounts, amounts, service dates, taxes, discounts, and other items contained on an invoice which will be transferred to Enerpact Services upon Client successfully connecting QB Invoice Link, so that the Client may view the full Invoice data and enter in any additional information in Enerpact Services before saving or submitting the invoice.
(f) Enerpact will collect and maintain all data contained in the Client Data in compliance with applicable data privacy and protection laws. Unless specifically agreed in a written Agreement between you and Enerpact, products and services under this privacy statement are not "HIPAA-ready" or "HIPAA- compliant," and will not assist with or ensure compliance with HIPAA, the Health Insurance Portability and Accountability Act. You are solely responsible for using these products and services to comply with all applicable federal and state privacy laws relating to medical or health information.
Client will maintain reasonable security standards for its Administrators’ and its Authorized Users’ use of Enerpact Services. Client will immediately notify Enerpact of any breach of its security or use of Enerpact Services as a result of failure to maintain confidential
(a) During the relationship with Enerpact, Client can access its Client Data at any time. Client may export and retrieve its Client Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Enerpact and Customer will find a reasonable method to allow Customer access to Customer Data. Client is responsible for maintaining and keeping its own records of all Client Data.
(b) Before any relationship with Enerpact ends, Client may use Enerpact’s self-service export tools (as available) to perform a final export of Client Data from Enerpact applications, sites, and services.
(c) At the end of the relationship with Enerpact, Enerpact may delete the Client Data remaining on servers hosting Enerpact applications, sites, and services unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.
(d) In the event of third party legal proceedings relating to the Client Data, Enerpact will cooperate with Client and comply with applicable law (both at Client’s expense) with respect to handling of the Client Data.
(e) Client is responsible for maintaining copies of all invoices, attachments, and other related data. Enerpact will only retain Client invoice attachments for thirty days after invoice approval or rejection by an Operator.
The Term is as long as Client maintains membership as an Enerpact Vendor and utilizes Enerpact Services at least once in every calendar year.
(a) Enerpact will terminate Client’s user account on Client’s request.
(b) Enerpact may suspend Client’s user account or temporarily disable access to whole or part of any Enerpact Services in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies.
(c) Objections to suspension or disabling of user accounts should be made to Support@Enerpact.com within thirty days of being notified about the suspension, termination, or disablement. Enerpact may terminate a suspended or disabled user account after thirty days.
(d) In addition, Enerpact, in its sole discretion, reserves the right to terminate Client’s user account and deny the Enerpact Services upon reasonable belief that Client has violated the Agreement. Enerpact, in its sole discretion, also reserves the right to terminate access to any Enerpact Services in case of unexpected technical issues, discontinuation of the Enerpact Services, or any other reason.
(e) Client has the right to terminate Client’s use of Enerpact Services at any time whatsoever at Client’s discretion. Client has the right to terminate Client’s user account if Enerpact breaches its obligations under these Terms or for any other reason.
(f) If Client fails to use Enerpact Services at least once in every calendar year, Client’s account may be
considered Expired and be subject to Section 5.3.
Termination or expiration of user account may include denial of access to all Services, deletion of information in Client’s account such as email addresses and password and deletion of all Client data. Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement. Termination or expiration of the Agreement does not affect other agreements between the parties.
Sections 1, 5, 6, 7, 8, and 9 will survive the expiration or termination of the Agreement.
Client understands that Client is receiving a free service. Client’s use of the services, software, and content is entirely at Client’s own risk. Except as described in the Agreement, Enerpact Services are provided “AS IS.” To the maximum extent permitted by applicable law, Enerpact, its affiliates, its subcontractors, and its third party providers, licensors, distributors, or suppliers disclaim all representations and warranties, express or implied, regarding any matter, including merchantability, suitability, that Enerpact Services are fit for a particular purpose, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in Enerpact Services. Enerpact, its affiliates, its subcontractors, and its third party provides, licensors, distributors, or suppliers warrant that any Enerpact Services are uninterrupted, secure, or free from bugs, viruses, or errors. Client agrees that it is not relying on delivery of future functionality, public
comments or advertising of Enerpact or product roadmaps in using Enerpact’s free service. Client’s sole and exclusive remedies and Enerpact’s entire liability for breach of warranty under Section 6.1 will be:
(a) the re-performance of the deficient Enerpact Services, and
(b) If Enerpact fails to re-perform, Customer may terminate its use of the affected Enerpact Services.
(a) Client understands that Client is receiving a free service. Client agrees that these limitations are reasonable given that Enerpact Services are being provided at no cost. To the maximum extent permitted by applicable law, the entire liability of Enerpact, its affiliates, and subcontractors for all claims relating to this Agreement shall be limited to the amount Client paid for Enerpact Services during the twelve months prior to such a claim. Subject to applicable law, Enerpact, its affiliates, and subcontractors are not liable for any of the following: (i) indirect, special, incidental, punitive or consequential damages; (ii) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investments, or use of software or hardware that does not meet Enerpact’s system requirements. The above limitations apply even if Enerpact, its affiliates, and subcontractors have been advised of the possibility of such damages. This agreement sets forth the entire liability of Enerpact, its affiliates, and subcontractors. This agreement sets forth Client’s exclusive remedy with respect to Enerpact Services and its use.
(b) Client agrees to indemnify and hold Enerpact and its affiliates and subcontractors harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of
Client’s use of the Services or breach of this Agreement (collectively referred to as "Claims"). Enerpact reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. Client agrees to reasonably cooperate as requested by Enerpact in the defense of any Claims.
(a) Enerpact or its licensors own any and all copyrights, trade secrets, patent rights, and other intellectual property rights in and related to all Enerpact Services, Materials, Documentation, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to Enerpact and its licensors. Client, on behalf of itself and its successors and assigns, not to assert against Enerpact or its Affiliates or licensors, any rights, or any claims of any rights, in any Enerpact Services, Materials, Documentation, design contributions, related knowledge or processes, and any derivative works of them. Enerpact is unaffiliated with Intuit. Intuit, the Intuit logo, Quicken, QuickBooks, TurboTax, Mint, Lacerte, ProSeries and QuickBase, among others, are registered trademarks and/or registered service marks of Intuit Inc., or one of its subsidiaries, in the United States and other countries. Intuit's products, services, Web content and related materials
(collectively, "Offerings") are owned by Intuit and/or its licensors, and all rights in such offerings are reserved by Intuit and/or its licensors.
(b) Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Client agrees that Enerpact may use Client’s name in vendor listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of Enerpact’s marketing efforts (including reference calls and testimonials). Client agrees that Enerpact may share non-contact information on Client with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Client employee contact information with Enerpact.
(c) Title to and copyright of Client information is retained by the Client as proprietary data.
9.1 Electronic Signature.
Electronic signatures that comply with applicable law are deemed original signatures.
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
Without Enerpact’s prior written consent, Client may not assign or transfer ownership of the Agreement (or any of its rights or obligations) to any party. Enerpact may assign the Agreement to any of its Affiliates, a company through a sale of assets by Enerpact, or by a successor by merger.
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
Each Party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Harris County, Texas in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. The laws of the state of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties under this Agreement.
Except as otherwise provided in this Agreement, any controversy between the Parties arising out of this Agreement shall be submitted for binding arbitration with said arbitration to take place is Harris County, Texas. Except as otherwise provided herein, each Party shall bear its own costs incurred in connection with the arbitration. The arbitrator’s fee and expenses, any administrative fee, and costs for the use of facilities during the arbitration hearings shall be borne equally by the Parties to the arbitration.
Attorneys’ fees may be awarded to the prevailing or most prevailing Party at the discretion of the arbitrator. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law. By entering into this agreement and agreeing to arbitration, Client agrees
that Client and Enerpact are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You have that you have expressly and knowingly waived these rights.
This Agreement constitutes the complete and exclusive statement of agreement between Client and Enerpact with respect to the subject matter herein and replaces and supersedes all prior written and oral agreements between Client and Enerpact, subject to modifications under Section 3.4.
QuickBooks Software is © 2011 Intuit Inc. All rights reserved. Enerpact APX is hosted by Enerpact LLC and is not affiliated with or endorsed by Intuit, Inc. Enerpact, APX, QB Invoice Link, and Invoicer are copyrights of Enerpact LLC, 2021. All rights reserved.