These Terms and Conditions of Purchase (“Terms”) provide the terms under which an entity or individual (“Buyer”) will buy (hire) services (“Services”) and/or goods, documents and/or other certificates (“Goods”) from Authentic Docs or an Authentic Docs affiliate pursuant to a purchase order, statement of work or other written agreement entered into by Authentic Docs. or a AuthenticDocs affiliate (as applicable, “AuthenticDocs”) and Buyer who expressly refers to or incorporates these Terms (each, a “Purchasing Document”). By signing a Purchasing Document or by hiring the Goods and/or Services described in the Purchasing Document from Authentic Docs agrees to be bound by these Terms.
Each Purchasing Document and these Terms (including the documents incorporated by reference) (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement expressly limits acceptance to the terms stated herein. Any additional or different terms or conditions, whether in a quotation, acknowledgement, acceptance, invoice or otherwise, are rejected and will not apply to the applicable Purchasing Document unless expressly assented to in writing by an authorized representative of the parties, notwithstanding any contrary language that the acceptance or use of, or payment for, the purchase of Goods or Services or any other act or failure to act by Authentic Docs constitutes acceptance of any different or additional terms or conditions. Fulfillment of part or all of the applicable Purchasing Document constitutes acceptance of these Terms.
Buyer will perform its obligations to AuthenticDocs in accordance with the specifications set forth in the applicable Purchasing Document, which will set forth, in detail, the Services and corresponding deliverables (“Deliverables”) and/or goods/services provided under this Agreement.
In consideration of the payment of the amount required by AuthenticDocs, Authentic Docs will render the Buyer the fees stated in the applicable Purchasing Document. Except as otherwise set forth in a Purchasing Document, AuthenticDocs shall invoice buyer in accordance with any reasonable invoicing instructions provided by AuthenticDocs. Invoiced amounts for which no due date is otherwise established will be due and payable within five (5) days from the Buyer's receipt of an undisputed invoice submitted in conformance with the requirements of this Section. Except as otherwise provided in a Purchasing Document, the amounts to be paid by Buyer to Supplier do not include taxes. Buyer will pay Supplier any sales, use, or value-added taxes it owes for the Services and/or Goods and that applicable law requires AuthenticDocs to collect from Buyer provided that such taxes are stated on the invoice. If Buyer provides AuthenticDocs a valid exemption certificate, Supplier will not collect the taxes covered by such certificate. If applicable law requires Buyer to withhold taxes from payments to AuthenticDocs, Buyer may withhold those taxes and pay them to the appropriate taxing authority and, in such case, Buyer will deliver to AuthenticDocs an official receipt for such taxes. AuthenticDocs is not liable for any taxes that Buyer is legally obligated to pay, including net income or gross receipts taxes, franchise taxes, and property taxes.
AuthenticDocs shall prepare and ship all Goods requiring shipment in a manner that follows good commercial practice, is acceptable to common carriers, and is adequate to ensure safe arrival and in accordance with the Purchasing Document. AuthenticDocs bears all risk of loss, damage, or destruction prior to acceptance of Goods by Buyer. AuthenticDocs shall deliver the Deliverables to Buyer as instructed by Buyer or as set forth in the applicable Purchasing Document. Notwithstanding any prior inspections, Supplier bears all risk of loss, damage, or destruction prior to acceptance of Goods or Deliverables by Buyer.
Buyer will meet all milestones set forth in the applicable Purchasing Document, notify AuthenticDocs in writing of financial delays and identify for AuthenticDocs consideration and approval specific measures to address such delay and mitigate the risks associated therewith. Time is of the essence in AuthenticDocs performance of this Agreement. In the event that a milestone or other time deadline is not met by Supplier as a result of AuthenticDocs's failure to meet its obligation(s) under this Agreement, the applicable milestone or time deadline will be extended by the length of the delay caused by AuthenticDocs's failure.
Following Supplier’s delivery of each Good and/or Deliverable, the Buyer (with the assistance of Supplier, if so requested) will review, evaluate and/or test each Good and/or Deliverable to confirm that the applicable Good and/or Deliverable satisfies, conforms with or operates in accordance with the acceptance criteria, specifications or requirements specified in the Purchasing Document.
AuthenticDocs will assign (or cause to be assigned) sufficient employees, agents, or contractors (each a “Supplier Party” and collectively, “Supplier Parties”) to provide the Services in accordance with this Agreement. All Supplier Parties will possess suitable competence, ability and qualifications to perform the Services they are to perform. AuthenticDocs will be solely responsible for all payments (including, without limitation, all wages, taxes, withholdings, contributions, unemployment insurance payments) to all Supplier Parties and will be fully responsible for the acts and omissions of all Supplier Parties. AuthenticDocs may subcontract the performance of its obligations under this Agreement.
All Deliverables are “works made for hire,” as that term is defined in the Copyright Act of 1976 (17 U.S.C. §101, et. seq.). To the extent that any Deliverable does not qualify as a “work made for hire,” Supplier hereby assigns and agrees to assign all right, title and interest, including, without limitation, all intellectual property rights whatsoever, in and to the Deliverables to Buyer without any restrictions. Buyer hereby appoints the officers of AuthenticDocs as Buyer's attorney-in-fact to execute documents on behalf of Buyer for this limited purpose. Such appointment is and will be a power coupled with an interest. Additionally, Supplier agrees to and does hereby irrevocably waive, to the maximum extent permitted by law, and agrees never to assert, any moral rights (or any other similar intellectual property rights) in the Deliverables during and after the term of this Agreement. To the extent that Supplier controls any intellectual property rights that may block or interfere with, or may otherwise be required for, the exercise by Buyer of the rights assigned to Buyer hereunder (the “Related Rights”), Supplier hereby grants and agrees to grant to Buyer and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, enterprise-wide, fully assignable and transferable, royalty-free, fully paid-up and non-terminable license to use, copy, distribute, sublicense, modify, adapt, support, port, maintain and make derivative works from, make, have made, offer to sell, sell, import, and otherwise exploit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, solely to the extent necessary to enable Buyer to exercise all of the rights assigned to Buyer under this Agreement.
Supplier: (i) has, and during the term of this Agreement, shall continue to implement, monitor, and maintain information security policies and safeguards and will use industry-standard safeguards and security technologies (including, if applicable, encryption, password protection and changes, and firewall protection) to protect against the disclosure, destruction, loss, or alteration of Buyer's Confidential Information and Materials; (ii) shall comply with all applicable data protection laws and regulations in connection with its performance of the Services and/ or supply of Goods hereunder;