Updated 8/23/2023
These Terms of Service (the “Terms”) form a binding agreement between ALL PHASE MEDIA, INC., a New York corporation doing business as UnionCoded (“APM,” “UnionCoded,” “we,” “us,” or “our”), and the person or organization purchasing or using the Services (“Customer,” “you,” or “your”).
By submitting or accepting an Order, paying an invoice, clicking to accept these Terms, or using the Services, you agree to these Terms and represent that you have authority to bind the Customer identified in the Order. If you do not agree, do not purchase or use the Services.
1. Orders, Services, and Order of Precedence
1.1 Orders. An “Order” means an order form, accepted proposal, statement of work, online checkout, package selection, or other written purchase confirmation describing the Services, fees, included features, and any special terms. “Services” means the website development, hosting, support, managed content updates, custom development, integrations, and other services identified in an Order.
1.2 Agreement Documents. Each Order, these Terms, and any written addendum signed or electronically accepted by both parties form the complete agreement for the Services (collectively, the “Agreement”). If documents conflict, a signed addendum controls first, then the Order, then these Terms. A package description incorporated into the Order controls the features included in that package at the time of purchase. General advertising or marketing statements do not modify the Agreement unless expressly incorporated into an Order.
1.3 Engagement. Customer engages APM to provide the Services described in the applicable Order. APM may use qualified employees, subcontractors, hosting providers, and other service providers to perform the Services, while remaining responsible for its obligations under the Agreement.
1.4 Out-of-Scope Services. Any work not included in Customer’s selected plan or applicable Order is outside scope and is billable at APM’s current hourly rate or, when applicable, the custom module fee. APM may decline any out-of-scope request.
2. Customer Cooperation and Responsibilities
2.1 Cooperation. Customer will timely provide the information, content, documents, images, branding, credentials, approvals, decisions, and access reasonably requested by APM. Customer will identify an authorized contact who may approve work and provide instructions on Customer’s behalf.
2.2 Delays. Project dates and response or completion estimates depend on timely Customer cooperation. APM may extend or reschedule any date affected by Customer delay, incomplete materials, changed instructions, third-party delay, or circumstances outside APM’s reasonable control. APM is not liable for delay caused in whole or in part by Customer or a third party controlled by Customer.
2.3 Accuracy and Legality. Customer is responsible for the accuracy, completeness, legality, and suitability of all Customer Content and instructions. APM may rely on instructions received from Customer’s authorized contacts without independently verifying them.
3. Customer Content and Intellectual Property
3.1 Customer Content. “Customer Content” means text, documents, photographs, video, audio, logos, trademarks, membership information, event information, user lists, and other materials supplied by or for Customer or collected through Customer’s Website. As between the parties, Customer retains ownership of Customer Content and all intellectual property rights in it.
3.2 License to APM. Customer grants APM and its service providers a nonexclusive, worldwide, royalty-free license during the Term to host, copy, transmit, display, modify, format, and otherwise use Customer Content only as reasonably necessary to provide, administer, secure, and support the Services and comply with law.
3.3 Customer Warranty. Customer represents and warrants that it has all rights, permissions, notices, and consents needed for APM to use Customer Content as described in the Agreement and that Customer Content and Customer’s use of the Services will not violate law, infringe another person’s rights, or contain malicious code.
3.4 UnionCoded Platform. “UnionCoded Platform” means the hosting environment, website platform, templates, themes, layouts, reusable components, software, source code, workflows, tools, systems, documentation, know-how, and other materials owned, licensed, or developed by APM, excluding Customer Content. APM and its licensors retain all right, title, and interest in the UnionCoded Platform and any improvements to it.
3.5 Limited License. During the Term and while Customer is current on all amounts due, APM grants Customer a limited, nonexclusive, nontransferable, revocable right to access and use the UnionCoded Platform only for Customer’s Website and the Services. Unless an Order expressly states otherwise, custom modules, configurations, code, and platform enhancements remain part of the UnionCoded Platform and are not assigned to Customer.
3.6 Third-Party Materials. The Website may use open-source software, plugins, fonts, APIs, media, or other third-party materials. Those materials remain subject to their owners’ rights and license terms.
4. Website Development and Launch
4.1 Scope. The number of pages, included modules, design customization, revisions, content entry, and other build deliverables are determined by the Order. Any item not stated in the Order is not included merely because it appears on another customer’s website or elsewhere on the UnionCoded Platform.
4.2 Estimates. Launch dates and other project dates are estimates unless the Order expressly identifies a deadline as binding. Customer-requested scope changes, late approvals, missing content, and third-party dependencies may change the schedule and price.
4.3 Approval. Customer is responsible for reviewing the Website before launch and promptly identifying errors or requested changes. Launch approval does not waive APM’s obligation to correct reproducible errors covered by the applicable support package. Later redesigns, new features, and changed instructions that are not included in Customer’s selected plan or Order are billable as described in Section 1.4.
5. Hosting and Platform Availability
5.1 Hosted Service. Unless an Order expressly states otherwise, the Website and Services are provided only through the UnionCoded Platform and APM’s selected hosting environment. APM does not provide the UnionCoded Platform for installation in a Customer-controlled or third-party hosting environment.
5.2 Availability. APM will use commercially reasonable efforts to keep the Services available, but uninterrupted or error-free operation is not guaranteed. Availability may be affected by maintenance, security events, internet or utility failures, third-party providers, attacks, software defects, emergencies, or force majeure events.
5.3 Maintenance and Changes. APM may perform scheduled or emergency maintenance and may update, replace, or discontinue platform components. APM will use reasonable efforts to avoid materially reducing the core paid functionality during the current billing period and, when reasonably practicable, will provide notice of a material service change.
5.4 Resource Use. APM may take reasonable steps to protect platform stability and other customers, including limiting unusually resource-intensive activity, malicious traffic, automated abuse, or activity that threatens security or performance.
6. Support and Maintenance
6.1 Included Support. APM will provide the maintenance and support included in Customer’s Order or package, which may include investigation of Website errors, bug fixes, platform updates, security maintenance, and assistance using included Website functions.
6.2 Support Channels. Support requests must be submitted through the designated support portal, support email address, or another channel APM designates in writing. Requests may be submitted 24 hours a day, seven days a week. “24/7 support” describes request availability and does not promise continuously staffed live support or immediate completion.
6.3 Response Targets. If an Order or package states a response time, it is a target measured from receipt through an approved support channel, not a guaranteed service-level commitment, unless the Order expressly calls it a guaranteed SLA. A response target ordinarily refers to acknowledgment or a substantive initial response, not necessarily final completion. Resolution time depends on scope, complexity, Customer responsiveness, and third-party dependencies.
6.4 Unsupported Channels. APM is not required to monitor or act on support requests sent to personal telephone numbers, text messages, social-media accounts, or private messaging accounts unless APM has expressly designated that channel for support.
6.5 Third-Party Changes. APM is not responsible for changes made by Customer or a third party. Diagnosis, restoration, or remediation resulting from third-party changes that is not included in Customer’s selected plan or Order is billable as described in Section 1.4.
7. Managed Content Updates
7.1 Availability. Managed content updates are included only when the applicable Order or package expressly includes them. Customer remains responsible for supplying final, publication-ready Customer Content unless content creation is separately purchased.
7.2 Unlimited Eligible Requests. If Customer’s package includes unlimited content-update requests, Customer may submit an unlimited number of eligible routine requests during an active paid subscription. An eligible routine request uses the Website’s existing design, templates, modules, and functionality to add, remove, replace, or reorganize Customer Content.
7.3 Queue and Reasonable Scope. “Unlimited” does not mean unlimited simultaneous labor, immediate turnaround, or an unlimited amount of work in a single request. APM may clarify, divide, group, prioritize, and process requests in a reasonable queue, including processing one request or subtask at a time. Large batches or project-sized requests may require additional time even when the individual content updates are otherwise eligible.
7.4 Excluded Work. Unless Customer’s selected plan or Order expressly includes it, managed content updates do not include custom programming; new modules or integrations; redesigns or new page templates; copywriting; legal, accessibility, or regulatory review; complex data migration or bulk data entry; graphic design; video production; search-engine optimization campaigns; recovery from third-party changes; or work outside the Website. Any such work is billable as described in Section 1.4.
7.5 Abuse. APM will not impose a numerical cap on eligible requests, but may reject unlawful, unsafe, abusive, duplicative, technically infeasible, or materially out-of-scope requests.
8. Backups, Security, and Customer Access
8.1 Backups. APM will maintain backups at the frequency included in the applicable Order or package. Backups are intended for disaster recovery and are not guaranteed archival storage or version history. Restoration may result in loss of changes made after the available recovery point. Customer should retain original copies of important Customer Content outside the Website.
8.2 Platform Security. APM will use commercially reasonable administrative, technical, and physical safeguards appropriate to the Services and will maintain the UnionCoded Platform and hosting environment under APM’s control. No website or internet transmission can be guaranteed completely secure.
8.3 Customer Security. Customer is responsible for its authorized users, access decisions, password strength, multifactor authentication where offered, endpoint and browser security, and promptly removing access for former officers, staff, vendors, or other users. Customer must promptly notify APM of suspected unauthorized access or compromised credentials.
8.4 Administrative Access. APM may access the Website and Customer accounts as reasonably necessary to provide support, maintain security, investigate misuse, comply with law, or protect the Services.
8.5 Security Suspension. APM may temporarily restrict access or functionality without advance notice when reasonably necessary to address a suspected security threat, illegal activity, platform abuse, or risk to the Website, APM, another customer, or a third party. APM will restore access when the risk is reasonably resolved.
9. Member Accounts, Restricted Content, and Sensitive Data
9.1 Access Controls. If the Services include member accounts, user groups, or restricted pages, Customer is responsible for deciding who is authorized, maintaining accurate user lists, assigning appropriate access, and promptly removing access when it is no longer permitted. Access controls reduce public visibility but cannot guarantee that restricted information will never be copied, disclosed, indexed, or accessed without authorization.
9.2 Sensitive Information. Customer must not use the Website to collect or store Social Security numbers, government identification numbers, full payment-card data, protected health information, financial-account credentials, or similarly sensitive information unless the Order expressly authorizes that use and the parties agree on appropriate safeguards and third-party services.
9.3 Union and Election Requirements. Customer is solely responsible for determining whether online voting, forums, dues collection, notices, member communications, recordkeeping, and other Website uses satisfy applicable constitutions, bylaws, collective bargaining obligations, election rules, labor laws, and other legal requirements. APM provides technology services and does not provide legal advice or certify an election unless expressly stated in an Order.
10. Email, SMS, Forms, and Deliverability
10.1 Deliverability. The Website may send email or SMS messages for forms, account notices, newsletters, transactions, password resets, or other events. Delivery depends on third-party networks and providers and is not guaranteed. Messages may be delayed, filtered, blocked, or placed in spam. Customer is responsible for monitoring relevant inboxes, spam folders, dashboards, and notifications.
10.2 Customer Compliance. Customer is responsible for the content, recipients, consent records, opt-in and opt-out practices, and legal compliance of its email, SMS, newsletter, and automated communications, including applicable anti-spam, telemarketing, privacy, and recordkeeping laws.
10.3 Third-Party Accounts. Customer may be required to create and maintain accounts with email, SMS, payment, or other providers and is responsible for their fees and terms. APM is not responsible for a third party’s suspension, delivery decision, outage, policy, or pricing change.
11. Third-Party Services and Payment Processing
11.1 Integrations. The Website may integrate with third-party services such as Action Network, newsletter platforms, social networks, payment processors, video platforms, analytics tools, and other APIs. Unless expressly included in the Order, third-party services, accounts, subscriptions, transaction fees, and support are not provided by APM.
11.2 Third-Party Terms. Customer’s use of a third-party service is governed by the third party’s terms and privacy practices. APM does not control and is not responsible for third-party availability, security, data handling, functionality, content, or changes.
11.3 Payments. When the Website facilitates dues, donations, merchandise, or other payments, transactions are processed by the selected third-party payment provider. APM does not hold Customer funds and is not responsible for chargebacks, refunds, processor reserves, account freezes, taxes, financial reporting, or payment disputes. Customer is responsible for configuring and maintaining the processor account and complying with applicable payment rules.
12. Domain Names
12.1 Customer Responsibility. Unless the Order expressly states otherwise, Customer is responsible for registering, owning, renewing, and maintaining its domain name and accurate registrar contact information. Customer is responsible for loss, expiration, suspension, or lack of access caused by nonpayment, inaccurate contact information, registrar action, or compromised credentials.
12.2 Assistance. At Customer’s request, APM may assist with registration, DNS, or transfer work. If the work is not included in Customer’s selected plan or Order, it is billable as described in Section 1.4. When APM registers a domain specifically for Customer and Customer has paid all related fees, APM will reasonably cooperate in placing or transferring the registration into Customer’s control, subject to registrar rules.
13. Privacy, Data Protection, and Accessibility
13.1 Customer Privacy Obligations. Customer determines what information its Website collects and how Customer uses it. Customer is responsible for providing legally sufficient privacy notices, obtaining required consents, honoring data-subject or member requests, setting retention practices, and complying with applicable privacy, employment, labor, communications, and data-protection laws.
13.2 APM Processing. APM may process Customer Content and Website data on Customer’s instructions and as reasonably necessary to provide, secure, support, and administer the Services, comply with law, and enforce the Agreement. If a separate data-processing addendum is legally required, the parties will work in good faith to execute an appropriate addendum.
13.3 Accessibility. APM may use accessibility-oriented design and development practices, but laws and technical standards change and accessibility can be affected by Customer Content, third-party tools, and later modifications. Unless an Order expressly includes a defined accessibility audit, remediation scope, or warranty, APM does not warrant that the Website complies with any particular accessibility law or technical standard. Customer remains responsible for determining and maintaining its legal compliance.
13.4 Legal Advice. APM is a technology and marketing service provider, not a law firm. Customer should obtain legal advice regarding privacy, accessibility, elections, records, communications, and other regulatory obligations.
14. Acceptable Use
Customer will not, and will not permit another person to, use the Services to:
violate law, a court order, or another person’s rights;
publish unlawful, defamatory, infringing, fraudulent, deceptive, threatening, or malicious material;
send communications without required consent or in violation of anti-spam or telemarketing rules;
upload malware or attempt unauthorized access, scanning, interference, circumvention, reverse engineering, or disruption;
collect or expose sensitive data contrary to Section 9 or applicable law;
impersonate another person, misrepresent authority, or use the Services for an unauthorized election or transaction; or
consume resources in a manner that unreasonably harms the platform, APM, another customer, or a third party.
15. Fees, Billing, Taxes, and Suspension for Nonpayment
15.1 Fees. Customer will pay the setup, recurring, usage-based, third-party, hourly, custom-module, and other fees stated in the Order or incurred under the Agreement. Fees are in U.S. dollars and exclude sales, use, excise, and similar taxes, duties, or governmental charges, which Customer is responsible for except taxes based on APM’s net income.
15.2 Payment. Unless an Order states otherwise, invoices are due upon receipt and recurring fees are billed in advance. Customer authorizes APM and its payment provider to charge the payment method on file for recurring and other amounts due under the Agreement. Customer must keep billing and payment information current.
15.3 Late Amounts. If Customer does not pay an amount when due, APM may charge interest at 2% per month, calculated daily and compounded monthly, or the highest rate permitted by applicable law, whichever is lower. Customer will reimburse reasonable collection costs, including attorneys’ fees, court costs, and collection-agency fees, to the extent permitted by law.
15.4 Suspension. If an undisputed amount remains unpaid for 30 days after notice, APM may suspend any or all Services, including Website hosting, until all past-due amounts are paid. APM may act sooner when a payment method is fraudulent, a chargeback is abusive, or continued service creates a material risk. Suspension does not waive Customer’s payment obligations.
15.5 Refunds. Except as expressly stated in an Order or required by law, fees are nonrefundable and monthly or other recurring fees are not prorated. Setup fees and fees for completed or committed work remain due if Customer cancels before launch.
15.6 Price Changes. APM may change recurring fees by giving at least 30 days’ advance notice. A price change will apply no earlier than Customer’s first renewal after the notice period. Customer may cancel before the new price takes effect. Work outside Customer’s selected plan or Order is billed at APM’s current hourly rate or, when applicable, the custom module fee.
16. Term, Renewal, and Cancellation
16.1 Term. The Agreement begins when Customer accepts an Order or first uses the Services, whichever occurs first, and continues until terminated. Unless an Order specifies a different commitment, recurring website packages renew month-to-month on the applicable billing date.
16.2 Cancellation for Convenience. Either party may cancel a month-to-month package at any time by written notice through an approved support channel or the contact information in Section 25. Cancellation takes effect at the end of the then-current paid billing period. Customer remains responsible for all fees and billable work performed through the effective termination date. No additional recurring package fee will be charged after termination takes effect.
16.3 Termination for Breach. Either party may terminate the Agreement if the other party materially breaches it and does not cure the breach within 10 days after written notice. APM may suspend or terminate immediately for unlawful activity, a material security threat, infringement, fraud, abuse, or conduct that reasonably threatens APM, the Services, another customer, or a third party.
16.4 APM Termination Without Cause. APM may discontinue a Service or terminate for convenience upon at least 30 days’ notice when reasonably practicable. If APM terminates a prepaid recurring Service without cause before the end of the paid period, APM will refund the unused prorated portion of that recurring fee.
17. Effect of Termination and Content Retrieval
17.1 End of Access. On termination, Customer’s right to access and use the UnionCoded Platform ends. The Website may be disabled and will no longer be publicly available through APM after the effective termination date.
17.2 Customer Content Retrieval. For 30 days after the effective termination date, Customer may request reasonable access to or an export of Customer Content in a commercially reasonable format where technically available. Customer is responsible for making the request and downloading or preserving the material. Work beyond a routine export, including reformatting, reconstruction, or migration, that is not included in Customer’s selected plan or Order is billable as described in Section 1.4.
17.3 No Platform Transfer. Customer Content does not include the UnionCoded Platform. APM is not required to transfer or provide a copy of the complete Website, WordPress installation, database, hosting environment, templates, themes, plugins, code, custom modules, licenses, configuration, or other UnionCoded Platform materials unless an Order expressly states otherwise.
17.4 Deletion. After the 30-day retrieval period, APM may delete Customer Content from active systems. Residual copies may remain temporarily in disaster-recovery backups and will be deleted or overwritten through APM’s normal retention cycle, subject to legal obligations.
17.5 Survival. Payment obligations and Sections 3, 9 through 13, 15, 17 through 27, and any provision that by its nature should survive will survive termination.
18. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, WEBSITE, UNIONCODED PLATFORM, THIRD-PARTY MATERIALS, AND ALL RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” APM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, APM DOES NOT WARRANT THAT THE SERVICES OR WEBSITE WILL MEET EVERY REQUIREMENT; OPERATE WITHOUT INTERRUPTION; ACHIEVE A PARTICULAR MEMBER-ENGAGEMENT, ELECTION, FUNDRAISING, SEARCH, MARKETING, OR BUSINESS RESULT; BE COMPATIBLE WITH EVERY DEVICE OR THIRD-PARTY SERVICE; OR BE COMPLETELY SECURE, ACCURATE, ACCESSIBLE, ERROR-FREE, OR FREE OF HARMFUL CODE. ANY WARRANTY CONCERNING THIRD-PARTY MATERIALS IS BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY.
19. Indemnification
Customer will indemnify, defend, and hold harmless APM, its subcontractors and service providers, and each of their officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising from a third-party claim relating to: (a) Customer Content or APM’s permitted use of it; (b) Customer’s instructions, products, services, communications, elections, transactions, or use of the Services; (c) Customer’s violation of law or another person’s rights; or (d) Customer’s breach of the Agreement.
APM will promptly notify Customer of a claim for which indemnification is sought and reasonably cooperate at Customer’s expense. Customer will control the defense with counsel reasonably acceptable to APM, but may not settle a claim in a manner that admits fault by, imposes an obligation on, or adversely affects APM without APM’s prior written consent. APM may participate with counsel at its own expense. APM’s failure to notify or cooperate relieves Customer only to the extent Customer is materially prejudiced.
20. Limitation of Liability
20.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APM, ITS SUBCONTRACTORS, AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF DATA, USE, PRODUCTION, BUSINESS, REVENUE, PROFITS, GOODWILL, OR VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COLLECTIVE AGGREGATE LIABILITY OF APM, ITS SUBCONTRACTORS, AND ITS SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES CUSTOMER PAID TO APM DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS. THE LIMIT APPLIES REGARDLESS OF THE NUMBER OF CLAIMS OR THE THEORY OF LIABILITY.
20.3 Essential Allocation. The disclaimers and limitations in Sections 18 and 20 are an essential basis of the parties’ bargain and apply to the fullest extent permitted by law.
21. Confidentiality
21.1 Confidential Information. “Confidential Information” means nonpublic business, technical, financial, security, member, customer, pricing, strategy, and other information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that a reasonable person would understand to be confidential. It includes member lists and restricted Website content. It does not include information that the Receiving Party can document: (a) was lawfully known without restriction before disclosure; (b) becomes public without breach; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Confidential Information.
21.2 Protection and Use. During the Agreement and for three years after disclosure, the Receiving Party will use Confidential Information only to exercise rights or perform obligations under the Agreement, protect it using at least reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations. Trade secrets will be protected for as long as they remain trade secrets under applicable law.
21.3 Required Disclosure. If law compels disclosure, the Receiving Party will, to the extent legally permitted, give prompt notice and reasonable assistance so the Disclosing Party may seek protection. The Receiving Party may disclose only the portion legally required.
22. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disruption, internet or utility failure, government action, cyberattack, denial-of-service attack, or failure of a hosting, cloud, telecommunications, domain, payment, or other critical provider. This Section does not excuse Customer’s obligation to pay amounts already due. The affected party will use reasonable efforts to reduce the impact and resume performance.
23. Changes to These Terms
APM may update these Terms to reflect changes in law, security, technology, the Services, or business practices. APM will provide at least 30 days’ advance notice of a material change by email, account notice, invoice notice, or a prominent notice associated with the Services. Unless a change is required sooner for law or security, it will apply prospectively beginning with Customer’s first renewal after the notice period. Customer may cancel before the change takes effect. Continued use after the effective date constitutes acceptance. Changes to a specific Order’s price, scope, ownership, or committed term require the process stated in the Order or a written amendment accepted by both parties.
24. Electronic Communications and Acceptance
Customer consents to receive Agreement-related communications electronically, including invoices, notices, approvals, and support communications. Electronic acceptance, payment, clicking an acceptance control, and approvals through email or the support portal have the same effect as a handwritten signature to the extent permitted by law. Customer is responsible for keeping its contact information current.
25. Notices
25.1 Operational Notices. Routine support, billing, project, cancellation, and operational notices may be sent through the designated support portal or by email to the addresses the parties use for the Services. A cancellation notice is effective when received through an approved channel.
25.2 Legal Notices. Formal notices of breach, indemnification claims, or legal proceedings must be in writing and sent by email plus nationally recognized overnight courier or certified mail to the contact information stated in the applicable Order or most recent invoice, or to updated notice information a party has provided in writing. Notice is effective on confirmed delivery; if email is required in addition, failure of email alone does not defeat otherwise valid courier or mail delivery.
26. Miscellaneous
26.1 Independent Contractors. The parties are independent contractors. The Agreement does not create an agency, partnership, joint venture, employment, fiduciary, or franchise relationship.
26.2 Assignment. Customer may not assign the Agreement or delegate its obligations without APM’s prior written consent. APM may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, sale of substantially all assets, or transfer of the UnionCoded business, provided the assignee assumes APM’s applicable obligations.
26.3 Entire Agreement. The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous discussions and understandings about that subject matter. Customer purchase-order terms do not apply unless APM expressly accepts them in a signed writing.
26.4 Waiver and Severability. A waiver must be in writing and applies only to the specific instance stated. Delay in enforcing a right is not a waiver. If a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective.
26.5 No Third-Party Beneficiaries. The Agreement benefits only the parties and their permitted successors and assigns. It creates no right or remedy for any other person.
26.6 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The Agreement will be interpreted fairly and not against either party as drafter.
27. Governing Law; Courts; Attorneys’ Fees
27.1 Governing Law and Venue. The Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules. Any legal action arising out of or relating to the Agreement must be brought exclusively in the state or federal courts located in Suffolk County, New York, and each party consents to their jurisdiction and venue.
27.2 Attorneys’ Fees. In a legal action arising out of or relating to the Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party, to the extent permitted by law.