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Terms of Use

SOURCEGY TERMS OF USE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING SOURCEGY. THE FOLLOWING TERMS OF USE SET FORTH THE CONDITIONS UPON WHICH RH BUSINESS SUPPORT, LLC ("RH Business Support"), GRANTS YOU ("Customer") AUTHORIZATION TO ACCESS AND USE SOURCEGY. THIS TERMS OF USE AGREEMENT ("Agreement") CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND RH BUSINESS SUPPORT. BY ACCESSING OR OTHERWISE USING SOURCEGY, CUSTOMER SIGNIFIES ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGES THAT RH BUSINESS SUPPORT IS THE SOLE OWNER OF ALL RIGHTS, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, CONCERNING SOURCEGY. IF CUSTOMER DOES NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS, CUSTOMER SHOULD NOT INDICATE CONSENT ELECTRONICALLY AND SHOULD MAKE NO FURTHER USE OF THE SOURCEGY SOFTWARE OR SERVICES.

AGREEMENT TERMS

RH Business Support and Customer, each a Party and hereinafter collectively referred to as "The Parties," agree that Customer shall be granted access to RH Business Support's software as a service ("SaaS") known as SOURCEGY subject to the particulars of this Agreement.

WHEREAS, RH Business Support, as the sole owner and operator of SOURCEGY, wishes to grant Customer access to SOURCEGY subject to the following terms and conditions;

WHEREAS, Customer wishes to access SOURCEGY for use in connection with its sourcing and staffing needs, subject to the following terms and conditions;

WHEREAS, The Parties acknowledge that RH Business Support will not "poach" Customer Data or use Customer Data for any purpose besides that which will allow it to successfully operate SOURCEGY for the benefit of Customer, and that RH Business Support has taken all reasonable industry specific measures to ensure the safety and security of SOURCEGY;

WHEREAS, Customer accepts sole legal responsibility for all acts it takes, and those it fails to take, in connection with its procurement and use of Customer Data, Customer agrees RH Business Support shall not be held liable for any such acts (or failures to act) by Customer, and Customer shall indemnify RH Business Support against any third party claims brought as a direct or indirect result of Customer's use of SOURCEGY;

WHEREAS, Customer has read and agrees to RH Business Support's Privacy Policy (link here), and understands Customer alone will be held responsible for its misuse of Customer Data, including any violations of applicable privacy laws.

NOW THEREFORE, in consideration of the agreements and covenants contained herein, intending to be legally bound hereby, The Parties hereto agree as follows:

SECTION 1: ACCESS AND USE OF SOURCEGY.

  1. Access and Use. Subject to payment of all applicable Subscription Package fees and the terms and conditions of this Agreement, RH Business Support grants Customer, for the duration of the Subscription Term, a non-exclusive, non-transferable right to access and use its SaaS product SOURCEGY in connection with Customer's sourcing and staffing needs.
  2. Subscription Packages. RH Business Support offers three SOURCEGY Subscription Packages from which Customer may choose. Specifically, Customers may select between the Freemium, Medium, and Premium Packages. Each SOURCEGY Subscription Package is priced differently based upon available features and enhanced usage capabilities, offering Customer an ability to choose the Package best-suited for its needs. Further details regarding Subscription Packages and pricing can be found here: (provide link).
  3. Subscription Term. Subscription Packages shall each be for a Term of one calendar month. Subscription Terms shall commence upon Customer's Subscription Package payment and acceptance of these terms and shall last for the duration of that calendar month, at which point a new Subscription Term shall begin upon the first day of the subsequent month. Customers who begin – or terminate - their Subscription Package on any day other than the first day of a month shall pay a pro-rated amount reflecting the date upon which they began, or terminated, their Subscription.
  4. Authorized Users. A Customer selecting the Premium Subscription Package shall have the ability to add Authorized Users to its account. Authorized Users can be added for an extra fee of three dollars ($3.00) per month, such amount to be paid in addition to the Premium Subscription Package fee. Without a Premium Subscription Package, Customer shall not have the ability to add Authorized Users.
  5. Access & Use Restrictions. Customer shall not (directly or indirectly): (a) copy or reproduce any element of SOURCEGY; (b) exceed the number of subscribed users or other entitlement measures as set forth in Customer's selected Subscription Package; (c) remove or destroy any copyright, trademark or other proprietary marking or legends pertaining to, and used in connection with, SOURCEGY; (d) assign, sell, resell, sublicense, rent, lease, distribute or otherwise transfer or make available the rights granted to Customer under this Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble any aspect of SOURCEGY; (f) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive source code or underlying ideas or algorithms of any part of SOURCEGY, attempt to re-create SOURCEGY or use SOURCEGY for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon any SOURCEGY or RH Business Support intellectual property; (h) interfere with or disrupt the integrity or performance of SOURCEGY; (i) attempt to gain unauthorized access to SOURCEGY or its related system or networks, or perform unauthorized penetrating testing on SOURCEGY; (j) use SOURCEGY in a manner that infringes upon the intellectual property rights, publicity rights, or privacy rights of any third party, or to transfer defamatory, trade libelous or otherwise unlawful data.
  6. Customer Representation. In the event Customer is entering into this Agreement on behalf of an entity or organization, Customer hereby warrants that it has the legal authority to bind that entity or organization to this Agreement.
  7. Login Access. Customer is solely responsible for ensuring: (a) that only appropriate Authorized Users have access to SOURCEGY, (b) that such Authorized Users have been trained in proper use of SOURCEGY, and (c) proper usage of passwords and access procedures with respect to logging into SOURCEGY. RH Business Support reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes violate the terms and conditions set forth in this Agreement, in which case RH Business Support will promptly inform Customer in writing, via e-mail if possible, of such refusal or cancellation. In addition to the rights set forth in this Agreement, RH Business Support may suspend Customer's access and use of SOURCEGY if there is an unusual and material spike or increase in Customer's use of SOURCEGY and RH Business Support reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of SOURCEGY. RH Business Support will provide notice prior to such suspension if permitted by applicable law or unless RH Business Support reasonably believes that providing such notice poses a risk to the security of SOURCEGY. RH Business Support will promptly reinstate Customer's access and use once the issue has been resolved.
  8. Beta Testing. If Customer has been authorized by RH Business Support to use SOURCEGY pursuant to a separately executed Beta Test Agreement, this Beta Test Agreement shall set forth the terms of Customer's use of SOURCEGY, and shall only be supplemented by, and in a manner not to be inconsistent with, this Agreement. Usage of SOURCEGY during a Beta Test Period shall discontinue as of the earliest between: (a) the end of the free trial or proof of concept period or beta testing period as communicated by RH Business Support per its Beta Test or similar Agreement; (b) the start date of any purchased version of SOURCEGY; or (c) written notice of termination from RH Business Support.
  9. Support. As part of its provision of SOURCEGY, RH Business Support shall make available technical support to Customer in accordance with RH Business Support's then applicable SOURCEGY support terms. Upon notification from RH Business Support, Customer shall promptly update any of its Authorized Users and Customer acknowledges and agrees that its failure to timely install any updates may result in disruptions to or failures of SOURCEGY, security risks or suspension of Customer's access to SOURCEGY, without any liability on the part of RH Business Support to Customer.
  10. Cookies. RH Business Support employs the use of cookies. Customer's acceptance of these terms and its usage of SOURCEGY will be deemed consent to the use of cookies.

SECTION 2: TERM AND TERMINATION.

  1. Term. This Agreement shall be effective upon Customer's acceptance of these terms and shall remain in full force and effect for the duration of Customer's Subscription Term, unless or until terminated by either Party pursuant to this section.
  2. Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within fourteen (14) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement or cease provision of SOURCEGY if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. RH Business Support reserves the right to suspend Customer's access to SOURCEGY upon if: (a) an invoice is more than fourteen (14) days past due; or (b) if there is an uncured material breach of this Agreement. Upon termination or expiration of the Agreement any accrued rights and obligations will survive, all outstanding fees and other charges under the Agreement will become immediately due and payable, and Customer will have no further right to access or use SOURCEGY.
  3. Customer Conduct. Abusive behaviors will not be tolerated, and RH Business Support reserves the right to terminate the accounts of abusive users at any time and in its sole discretion. In the event of RH Business Support's termination of a Customer account, RH Business Support shall provide timely notice via e-mail to the e-mail address provided by Customer explaining the need for termination of the account(s).
  4. Effects of Termination/Expiration. Upon termination or expiration of an applicable Subscription Term: (i) Customer will have no further right to access or use SOURCEGY; and (ii) each Party shall within twenty-one (21) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not found on SOURCEGY. Any Customer Data contained on SOURCEGY will be deleted within sixty (60) days of the termination/expiration of Customer's Subscription Term. Customer acknowledges that it is responsible for exporting any Customer Data to which Customer desires continued access after termination/expiration, and RH Business Support shall have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data after such sixty (60) day period. Following termination, RH Business Support may immediately deactivate Customer's account. Any accrued rights and obligations will survive termination.
  5. Violation of Terms of Use. Violation of the terms and conditions set forth in this Agreement constitutes justification for termination of this Agreement and, if necessary, the pursuit of all available legal remedies.

SECTION 3: PAYMENT AND FEES.

  1. Payment Terms. Customer shall be charged a monthly subscription fee in accordance with its chosen Subscription Package. Payment shall be due, in full, on the first day of each month. RH Business Support accepts payment via Stripe. Customers who begin a Subscription Term, or end a Subscription Term, throughout the course of a month shall either be billed or refunded a pro-rata amount for partial monthly use in accordance with the applicable monthly Subscription Package fee.
  2. Subscription Renewal. Subscriptions may renew automatically at the conclusion of a Subscription Term unless and until cancelled by Customer. Customer shall maintain the ability to make reoccurring and automatic payments to ensure there is not a discontinuation of service.
  3. Failure to Make Timely Payment. Monthly Subscription Package payments shall be due on the first of each month. If payment is not received within fourteen (14) days of the due date, RH Business Support reserves the right to discontinue Customer's use of SOURCEGY, and may reinstate Customer's account at its own discretion only after the entirety of Customer's outstanding balance is paid.

SECTION 4: CHANGES TO TERMS.

  1. Modification of Terms. RH Business Support may make changes to these Terms of Use from time to time. If RH Business Support makes a material change to any of the foregoing, RH Business Support will inform Customer by e-mail to the e-mail address(es) designated by Customer, or through a banner or other prominent notice within SOURCEGY. If Customer does not agree to the change, Customer must so notify RH Business Support by e-mail within thirty (30) days after RH Business Support's notice. If Customer so notifies RH Business Support, then Customer will remain governed by the most recent terms of service applicable to Customer until the end of the then-current Subscription Term and the updated terms shall apply upon the commencement of the subsequent Subscription Term.

SECTION 5: INTELLECTUAL PROPERTY

  1. Intellectual Property Rights. Customer acknowledges that all intellectual property relating to SOURCEGY, including all trademarks, copyrights, patents, trade secrets and all other confidential information concerning SOURCEGY is the sole property of RH Business Support, LLC. Customer shall not act in any way inconsistent with RH Business Support, LLC's recognized ownership of these valuable intellectual property rights. Except for the rights granted in this Agreement, all rights, title, and interest in and to SOURCEGY are hereby reserved by RH Business Support, LLC. Except as provided for herein, all rights, title, and interest in and to Customer's intellectual property are hereby reserved by Customer, its affiliates, or licensors. Nothing in this Agreement shall transfer ownership of any intellectual property rights from one Party to the other. RH Business Support retains all rights and remedies afforded it under the patent, trademark, copyright and other laws of the United States and the States thereof, and of other countries, including without limitation any laws designed to protect proprietary or confidential information.

SECTION 6: CUSTOMER DATA.

  1. Customer Data Defined. Customer Data refers to all data, information, and/or content uploaded to SOURCEGY by Customer (including where applicable Customer's Authorized Users), relating to Customer's Clients, Jobs, and Candidates, including all contact information and personal information relating to each. For the avoidance of doubt, Customer Data does not include Usage Data, defined below.
  2. Ownership of Customer Data. Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed as granting RH Business Support any rights in Customer Data beyond those expressly provided herein. Customer grants RH Business Support a limited, non-exclusive license to view and use the Customer Data solely for the purpose of providing Customer with access to SOURCEGY.
  3. Warranty Against Poaching Customer Data. RH Business Support warrants that under no circumstances will it ever use Customer Data in furtherance of any objective besides that of providing Customer with access to SOURCEGY. RH Business Support will never use Customer Data for purposes of generating its own leads and/or information regarding potential Clients, Jobs, and Candidates, and will never use any Customer Data for any purpose relating to its own sourcing and staffing services.

SECTION 7: USAGE DATA.

  1. Usage Data Defined. Usage Data refers to data and information provided by Customer, relating to Customer, and generated in connection with Customer's registration, access, use and configuration of SOURCEGY and data derived from such.
  2. Usage Data and Feedback. RH Business Support shall be permitted to collect and use Usage Data for its reasonable business purposes and for Customer's benefit. This shall not limit in any way RH Business Support's confidentiality obligations pursuant to Section 8, below. To the extent that Customer provides RH Business Support with feedback or suggestions regarding SOURCEGY, such shall be free from any confidentiality restrictions that might otherwise be imposed upon RH Business Support pursuant to this Agreement and may be implemented by RH Business Support in its sole discretion. Customer acknowledges that any RH Business Support products or materials incorporating any such feedback or suggestions shall be the sole and exclusive property of RH Business Support.
  3. User Comments. In certain instances, such as on SOURCEGY blog pages, Customers may have the opportunity to post and exchange opinions, information, material and data. Such postings, referred to broadly for purposes of this section as "Comments", will not be screened, edited, published or reviewed by RH Business Support prior to their appearance on SOURCEGY, and any such Comments reflect solely the opinion(s) of the posting Customer. RH Business Support shall not be responsible or held liable for Comments made on SOURCEGY or for any loss, liability, damages or expense caused or suffered as a result of any use of and/or posting of and/or appearance of Comments on SOURCEGY. RH Business Support reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, offensive, or otherwise in breach of this Agreement. Customer warrants that its Comments will not infringe upon any intellectual property rights of a third-party, that its Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy. By posting Comments on SOURCEGY, Customer provides RH Business Support a non-exclusive, royalty-free license to use, reproduce, and edit its Comments in any and all forms, formats and media.

SECTION 8: CONFIDENTIALITY.

  1. Confidential Information Defined. Confidential Information refers to all information provided by the disclosing Party to the Receiving Party concerning the disclosing Party or its business, products, or services that is not generally known to the public, including information relating to customers, vendors, clients, jobs, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked "Confidential" or contains such similar legend by the disclosing Party at the time of disclosure.
  2. Duties Re: Confidential Information. The Parties acknowledge that each party may disclose certain valuable confidential and proprietary information to the other. The receiving party may only use the disclosing party's Confidential Information to fulfill the purposes of this Agreement. The receiving party will protect the disclosing party's confidential information by using at least the same degree of care as the receiving party uses to protect its own confidential information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to its employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. Additionally, the obligations set forth in Section 9 and not this Section 8 herein apply to Customer Data.
  3. Exceptions. Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party's Confidential Information.

SECTION 9: SECURING AND PROCESSING OF PERSONAL DATA.

  1. Customer Data Content. As between RH Business Support and Customer, Customer is solely responsible for: (i) the information, content, quality and accuracy of Customer Data as collected and entered by Customer and by Customer's Authorized Users; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for use in connection with SOURCEGY; (iii) ensuring Customer has a valid legal basis for the use and processing of Customer Data in connection with SOURCEGY; and (iv) ensuring that Customer Data as made available by Customer complies with applicable laws and regulations including Applicable Data Protection Laws.
  2. Security of Customer Data. RH Business Support shall: (i) ensure that it has in place appropriate administrative and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. RH Business Support shall not materially diminish its security controls with respect to Customer Data during a particular Subscription Term.

SECTION 10: WARRANTIES.

  1. Limited SOURCEGY Product Warranty. During the applicable Subscription Term, RH Business Support warrants that (i) SOURCEGY will perform in substantial conformity with all SOURCEGY user guides, installation documents and specifications made available from time to time by RH Business Support in electronic or tangible form; and (ii) RH Business Support will use industry standard measures designed to detect viruses, worms, trojan horses or other unintended malicious or destructive code in SOURCEGY. The foregoing warranties are void if the failure of SOURCEGY has resulted from negligence, error, or misuse of SOURCEGY by Customer, an Authorized User, or by anyone other than RH Business Support. Customer shall be required to report any breach of warranty to RH Business Support within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. RH Business Support's sole and exclusive liability, and Customer's sole and exclusive remedy, for breach of these warranties will be for RH Business Support, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if RH Business Support fails to correct the breach within such cure period, Customer may terminate the affected Subscription Term and, in such event, RH Business Support shall provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for SOURCEGY. Without derogating from RH Business Support's obligations under this Agreement, Customer warrants that it shall take and maintain appropriate steps within its control to protect the confidentiality, integrity, and security of its Confidential Information and Customer Data, including: (i) operating SOURCEGY in accordance with the instructions, guidance and materials provided by RH Business Support and applicable law; and (ii) dedicating reasonably adequate personnel and resources to implement and maintain the security controls set forth by RH Business Support. Customer will be responsible for the acts and omissions of its Authorized Users.
  2. Compliance with Law. Each Party shall comply with all applicable laws and regulations, including all applicable data protection laws, in connection with the performance of its obligations and the exercise of its rights under this Agreement.
  3. Disclaimer. Any and all warranties, express, incorporated or implied, are limited to the extent and period mentioned in this Agreement. To the maximum extent allowed by applicable law, RH Business Support disclaims (and disclaims on behalf of its licensors and/or contributors to any third-party materials) all other warranties, conditions and other terms, whether express or implied or incorporated into this Agreement by statute, common law or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose. RH Business Support will have no liability for delays, failures or losses attributable or related in any way to the use or implementation of third-party software or services not provided by RH Business Support.
  4. Limitations on Liability. This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for gross negligence, willful misconduct, or fraud.
  5. Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the other Party's prior written consent. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an affiliate, upon prior written notice to, and after having received consent from, the other Party; such approval not to be unreasonably withheld.

SECTION 11: INDEMNIFICATION.

  1. Infringement Indemnity. RH Business Support shall defend and indemnify Customer and its officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third-party's patents, trademarks, copyrights or trade secrets caused by Customer's use of SOURCEGY in accordance with this Agreement, and all directly related losses, liabilities, damages, costs and expenses.
  2. Customer Data and Use Indemnity. Customer shall defend and indemnify RH Business Support and its officers, directors and employees against any third-party claims, suits and proceedings (including those brought by a government entity) resulting from Customer's procurement of Customer Data, use of Customer Data, and actions taken by Customer in connection with Customer Data upon having used SOURCEGY. Customer acknowledges that it is solely responsible for any and all actions it takes in connection with the use of data and information relating to Customer's Clients and Jobs, including contacting same, and shall defend and indemnify RH Business Support for third-party claims arising out of Customer's conduct.
  3. Exclusions. The above RH Business Support obligations to defend and indemnify will not apply in the event that a claim arises from or relates to (a) use of SOURCEGY not in accordance with this Agreement; (b) Customer's use of SOURCEGY in violation of applicable laws; and (c) any modification, alteration, or conversion of SOURCEGY not created or approved in writing by RH Business Support.
  4. Process. Each Party's defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party's prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party's wrongdoing on behalf of the indemnified Party without the indemnified Party's prior written consent (not to be unreasonably withheld). At the indemnifying Party's request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.
  5. Remedies. If SOURCEGY becomes, or RH Business Support reasonably determines that SOURCEGY is likely to become, subject to a claim of infringement for which RH Business Support must indemnify Customer as described above, RH Business Support may at its option and expense: (a) procure for Customer the right to continue to access and use SOURCEGY, (b) replace or modify SOURCEGY so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing version of SOURCEGY, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the Subscription Term and provide Customer with a pro-rata refund of any unused pre-paid feed paid for the period following termination as calculated based upon the monthly Subscription Package. This section states the sole liability of RH Business Support and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

SECTION 12: MISCELLANEOUS.

  1. Notices. For purposes of this Terms of Use Agreement, "Notice" shall refer to any notice or other communication required or permitted under this Agreement. All Notices will be in writing and will be deemed to have been duly given (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service; or (d) when provided via email when the sender has received a delivery/read receipt. Notices for RH BUSINESS SUPPORT and/or SOURCEGY should be mailed to the following addresses: (i) for physical Notices:____________________________ and; (ii) for electronic Notices to: info@rhbizsupport.com.
  2. Force Majeure. Except for Customer's payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.
  3. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (excluding its body of law controlling conflicts of law). The Parties expressly agree that any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Montgomery County, Maryland, and The Parties hereby consent to personal jurisdiction and venue therein.
  4. Entire Agreement. This Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement. The terms and conditions contained in any other ordering document by Customer will be of no force or effect, even if such is accepted by RH Business Support
  5. Severability and Waiver. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement or rights or subsequent actions in the event of future breaches.

SECTION 13: CONTACT RH BUSINESS SUPPORT.

  1. Contact Information. For questions or concerns regarding SOURCEGY, this Agreement specifically, or RH Business Support generally, send an e-mail to info@rhbizsupport.com.