APRU 2.0 TERMS OF USE
Revised: January 3, 2019
These terms of Use (“Terms”) govern the remote access to and use of Dahl’s vendor management system, APRU 2.0, a web-based application delivered through a software-as-a-service model at the URL https://apru.com (“Website”) which facilitates the procurement of labor and other services between Dahl’s customers (“Clients”)and Dahl’s third-party suppliers (“Suppliers”) of labor and professional services (“Purpose”).
You must be older than eighteen (18) years of age, or the age of majority in your jurisdiction, to use this Website. Your use of this Website constitutes your agreement to these non-negotiable Terms. They protect not only Dahl but you, the user, by defining acceptable uses of the Website and the data therein. If you are accessing this Website on behalf of a Supplier or a Client (each, an “Entity”), you must be authorized to bind the Entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this agreement and may not use the Website. If you are using the Website on behalf of an Entity, then "you" also means such Entity and you agree to be bound by these Terms even if Dahl has a separate agreement with you. Apru.com is a site operated by Doherty Consulting, Inc. dba Dahl Consulting with its principal office at 7645 Metro Boulevard, Edina, Minnesota 55439 (“Dahl”).
1. Website Access.
a. Dahl hereby grants you a limited, nonexclusive, nontransferable license to use and access certain Website areas designated by Dahl during the term solely for the Purpose identified above. Certain areas of the Website are restricted from being accessed; Dahl may further restrict access to any areas of the Website, at any time, in its sole discretion. You may use the instructions and such other instructional information provided by Dahl for use with the Website ("Documentation") in association with such approved use of the Website. You agree to immediately notify Dahl of any unauthorized use of any registration or password. You are prohibited from revealing or sharing passwords. Any user ID or password for this Website is Confidential Information and is governed by Section 5 of these Terms.
b. You represent and warrant that you will use the Website solely for the Purpose, lawfully, in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards Dahl and any third parties. You understand that you may expose yourself to liability if your use of the Website violates applicable law or any third-party right.
c. You acknowledge and agree that Website use and access involves browser-based technology that entails the transmission of information across the Internet. Dahl has no control over any unauthorized access or any event that occurs on servers, transmission media and equipment not controlled by Dahl.
2. Proprietary Rights. Dahl, its affiliates and licensors, retain all right, title and interest in, to and under the Website and Documentation, and in all software, source code and components thereof, and to all know how, ideas and developments derived thereby and no title or right, or any intellectual property or other right therein, express or implied, is transferred to you by virtue of these Terms. The license granted hereunder is limited solely to remote access of the Website via the World Wide Web for the Purpose and does not include the transfer or distribution of software or source code to you.
3. Supplier Information. You acknowledge and agree that Dahl is not responsible for your acts or omissions, or the acts or omissions of a Client or Supplier. Dahl may provide timekeeping services but shall bear no responsibility except to report information to a Client accurately and completely as inputted by you, a Supplier, or a Client. If you are entering information on behalf of a Supplier, you acknowledge that by entering data into the Website related to workers supplied to a particular Client, you are allowing that Client access to and use of that data. Dahl shall only be permitted use of that data for the Purpose or as directed by a Client.
4. Prohibited Uses; Suspension and Termination of User Rights.
a. You are not permitted to use or access the Website in any way if you are below the age of eighteen (18) or the age of majority in your jurisdiction.
b. Except as expressly permitted herein, you shall not copy, transmit, distribute, sell, rent, lease, transfer, reproduce, modify, adapt, enhance, translate, reverse engineer, disassemble, decompile, attempt to derive source code, or create derivative works from the Website or Documentation, or any software, source code or components thereof.
c. You shall not: (i) probe or breach Website security measures absent written consent of Dahl; (ii) introduce any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the Website; (iii) transmit or modify any data or information that you do not possess the lawful right to transmit or modify; (iv) use or access the Website in violation of any applicable law or regulation; (v) use any information accessed from the Website for non-business purposes or for other than the properly licensed Purpose hereunder; (vi) publish, publicly show, sell, sublicense or otherwise commercialize any Website material; (vii) use the Website in any way that would damage or cause harm to the Website, or to any person or business entity; (viii) use the Website in any way that would impact user access to the Website; (ix) engage in any data mining, data harvesting, data extracting or any other similar activity in relation to the Website; (x) use the Website to engage in any advertising or marketing; or (xi) impersonate another person, or his or her email address, or misrepresent your current or former affiliation with an Entity or worker; or (xii) create user accounts under false or fraudulent pretenses or use an account for anyone other than yourself.
e. Dahl does not authorize unsanctioned integrations or interfaces. Unsanctioned integrations involve systematic access to the Website, data, or servers through authenticated user accounts. Examples of unsanctioned integrations or interfaces include VMS screen-scraping technology and proprietary user or Entity systems.
f. Dahl reserves the right to disable access of user accounts and IP addresses demonstrating suspicious unsanctioned behavior.
g. Dahl reserves the right to modify, suspend, or discontinue the Website at any time with or without notice to you, and Dahl will not be liable to you or to any third party should it exercise such rights.
5. Confidential Information.
a. You and Dahl (each, a “Party” or together, the “Parties”) acknowledge and agree that we each may come into contact with confidential or proprietary information of the other Party, including but not limited to, personal data regarding employees and candidates or components or elements of the Website or Documentation which is designated, or which a reasonable person should know is, confidential (“Confidential Information”). The Parties each agree that they will not, directly or indirectly, disclose any of the other Party’s Confidential Information to any third party, or use any of the other Party’s Confidential Information, for any reason other than in furtherance of these Terms and the Purpose, except with the other Party’s prior written consent.
b. Notwithstanding anything in these Terms to the contrary, the term “Confidential Information” shall not include any information that (i) is or becomes generally known to the public other than as a result of a disclosure in breach of these Terms; (ii) is rightfully in the possession of a Party prior to disclosure by the other Party; (iii) is received by a Party in good faith and without restriction from a third party having the right to make such disclosure and not under a confidentiality obligation to the other Party; or (iv) is independently developed by a Party without reference to the Confidential Information of the other Party. Either Party may disclose Confidential Information of the other Party if disclosure is required by law or process, but only after giving advance written notice to the other Party to reasonably allow for an opportunity for that Party to secure an appropriate protective order or other measure limiting disclosure.
c. The Parties acknowledge that the improper disclosure or use of Confidential Information may cause irreparable injury and damages may not be readily ascertainable, such that injunctive relief may be proper in addition to such other remedies as may be available at law or in equity. Either Party shall advise the other Party promptly in the event that it has reason to suspect a threatened or actual disclosure or improper use of the other Party’s Confidential Information contrary to these Terms.
d. You acknowledge that certain personal information (including personal data) of a Supplier, a Supplier’s employees, workers or contractors may be required by a Client to be uploaded onto the Website. Dahl may disclose this personal information to a Client as necessary to provide the Website and services offered through it. Dahl will at all times hold and use such personal information in accordance with applicable law. You also acknowledge that Supplier (or you, if you are representing a Supplier) has the sole obligation to comply with any applicable privacy/data protection legislation as it relates to any requirements to provide notification to or obtain consent from Supplier employees, workers or contractors to upload the aforementioned personal information onto the Website, and for the personal information to be disclosed to Dahl's Clients and otherwise used or processed for the purpose of Dahl’s performance of its services as set out in the privacy policy that is applicable to the processing of personal data through the Website, which can be found at https://apru.com/login/privacy.cfm (the "Privacy Policy"). You shall indemnify Dahl from and against any damages, suits, charges, losses, fines, penalties, costs, liabilities, interest and expenses (including reasonable legal fees) arising from any claim or other legal proceeding against Dahl in respect of your failure to comply with this obligation.
e. Where Dahl processes personal data on behalf of a Website user, Supplier, or Client it shall do so in accordance with the Privacy Policy and all applicable laws and shall take appropriate technical and organizational measures against accidental or unlawful loss, alteration, disclosure or access and other unlawful forms of processing having regard to the state of technology and cost of implementation and nature of data to be protected ("personal data" and "process" shall have the meanings given by Directive 95/46/EC[DL1] [MM2] ).
6. Warranty Disclaimer; Liability Limit. DAHL OFFERS THIS WEBSITE AND DOCUMENTATION “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. NOTHING CONTAINED IN THESE TERMS, THE DOCUMENTATION, OR THE WEBSITE IS MEANT TO BE CONSTRUED AS ADVICE. DAHL EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY AND TITLE. NO ACT OR STATEMENT BY DAHL OR ITS PERSONNEL SHALL OPERATE TO MAKE OR CONSTITUTE A WARRANTY OR REPRESENTATION. IN NO EVENT SHALL DAHL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR LICENSORS, BE LIABLE FOR ANY CLAIMS, COSTS, OR DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF THE WEBSITE, WHETHER SUCH LIABILITY IS UNDER CONTRACT NOR FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, USE OF DATA OR LOSS OF BUSINESS ARISING OUT OF THESE TERMS. IN ANY CASE, THE AGGREGATE LIABILITY OF DAHL, ITS AFFILIATES AND LICENSORS, FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE PERFORMANCE OF THE WEBSITE OR DOCUMENTATION, SHALL NOT EXCEED $100,000 US DOLLARS WITHOUT REGARD TO WHETHER A CLAIM IS BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE. THE PARTIES AGREE THAT THIS PROVISION IS A RATIONAL LIABILITY ALLOCATION AND SHALL NOT BE INVALIDATED FOR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
7. Indemnification. Dahl agrees to defend you from and against any claim or action that the Website or Documentation infringes a patent, copyright or trade mark when used according to these Terms, and Dahl agrees to indemnify you from any damages awarded against you in any such infringement claim or action or settlement thereof, provided that (i) Dahl is promptly notified in writing of such claim; (ii) you grant Dahl sole control of the defense and any related settlement negotiations; and (iii) you cooperate with Dahl in the defense of such claim. Notwithstanding the foregoing, Dahl shall have no liability to you for indemnification or obligation of defense to the extent the claim of infringement is based upon any Website or Documentation (i) being used or accessed other than by you for the expressly approved purpose and according to the Documentation; (ii) modified by you other than as approved in writing by Dahl; or (iii) used, accessed or combined with products not supplied by Dahl or agreed to by Dahl in the Documentation when the Website or Documentation is/are not infringing absent such use or combination. The foregoing states the entire liability of Dahl with respect to claims of infringement of any patents, copyrights, service marks or trademarks by the Website or Documentation or any part thereof. You hereby agree to indemnify Dahl from and against any and all liabilities, claims, losses, causes of action, and expenses arising from or related to your breach of any of these Terms.
8. Term; Termination. Dahl reserves the right to terminate, restrict or deny use of or access to the Website or Documentation by you or any individual user Dahl determines, in Dahl’s sole discretion, is or may be engaged in improper use or access, in addition to any other rights or remedies Dahl may possess. Upon termination of this agreement all data entered into the Website by Supplier will be managed by Client. [DL3] [MM4]
9. Notice. Dahl may notify you with respect to the Website by sending an email message to your account email address or by a posting on the Website. Notices shall become effective immediately. You may notify Dahl by sending an email to apruhelp@dahlconsulting.com[DL5] . Dahl reserves the right to change these Terms or the Website at any time. Revised Terms will be effective immediately upon Dahl posting an updated version at https://apru.com/login/Terms.cfm. Dahl encourages you to periodically review the Terms for the latest information on the Terms.
10. Governing Law and Jurisdiction. These Terms and their interpretation shall be governed by and construed under the laws of the State of Minnesota. The Parties agree that any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts of the State of Minnesota, including the United States District Court for the District of Minnesota and the parties hereby agree to subject themselves to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the Parties. The Parties also disclaim application of any law based in any way on the Uniform Computer Information Transaction Act (“UCITA”) to these Terms or the Parties.
11. Miscellaneous.
a. Any provision of these Terms found to be unenforceable shall be severed from these Terms, and the remaining provisions herein shall otherwise remain in full force and effect. The provisions of these Terms which by their nature are intended to continue beyond the termination of these Terms or the completion of any services shall survive the expiration or the termination of these Terms by any Party for any reason. These Terms represent the entire agreement of the Parties with respect to the subject matter hereof, and any such previous agreements entered into prior hereto are revoked and superseded by these Terms, and no representations, warranties, inducements or oral agreements concerning the subject matter hereof have been made by any of the Parties except as expressly set forth herein.
b. No failure or delay by either Party in exercising any right under these Terms shall operate as a waiver of such right.
c. Dahl shall not be liable to you for failing to perform its obligations hereunder because of circumstances beyond the reasonable control of Dahl.
d. Dahl may update its minimum browser requirements at any time. Any questions about supported browsers can be directed to apruhelp@dahlconsulting.com.
e. Dahl may assign, transfer, or subcontract its rights or obligations under these Terms in its sole discretion. You shall not assign, transfer, or subcontract your rights or obligations under these Terms. Any attempted assignment by you shall violate these Terms and be void.
f. The section titles in the Terms are for convenience only and have no legal or contractual effect; as used in the Terms, the word "including" means "including but not limited to."
g. A copy of these Terms can be found at /login/Terms.cfm.
Revised: January 3, 2019
These terms of Use (“Terms”) govern the remote access to and use of Dahl’s vendor management system, APRU 2.0, a web-based application delivered through a software-as-a-service model at the URL https://apru.com (“Website”) which facilitates the procurement of labor and other services between Dahl’s customers (“Clients”)and Dahl’s third-party suppliers (“Suppliers”) of labor and professional services (“Purpose”).
You must be older than eighteen (18) years of age, or the age of majority in your jurisdiction, to use this Website. Your use of this Website constitutes your agreement to these non-negotiable Terms. They protect not only Dahl but you, the user, by defining acceptable uses of the Website and the data therein. If you are accessing this Website on behalf of a Supplier or a Client (each, an “Entity”), you must be authorized to bind the Entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this agreement and may not use the Website. If you are using the Website on behalf of an Entity, then "you" also means such Entity and you agree to be bound by these Terms even if Dahl has a separate agreement with you. Apru.com is a site operated by Doherty Consulting, Inc. dba Dahl Consulting with its principal office at 7645 Metro Boulevard, Edina, Minnesota 55439 (“Dahl”).
1. Website Access.
a. Dahl hereby grants you a limited, nonexclusive, nontransferable license to use and access certain Website areas designated by Dahl during the term solely for the Purpose identified above. Certain areas of the Website are restricted from being accessed; Dahl may further restrict access to any areas of the Website, at any time, in its sole discretion. You may use the instructions and such other instructional information provided by Dahl for use with the Website ("Documentation") in association with such approved use of the Website. You agree to immediately notify Dahl of any unauthorized use of any registration or password. You are prohibited from revealing or sharing passwords. Any user ID or password for this Website is Confidential Information and is governed by Section 5 of these Terms.
b. You represent and warrant that you will use the Website solely for the Purpose, lawfully, in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards Dahl and any third parties. You understand that you may expose yourself to liability if your use of the Website violates applicable law or any third-party right.
c. You acknowledge and agree that Website use and access involves browser-based technology that entails the transmission of information across the Internet. Dahl has no control over any unauthorized access or any event that occurs on servers, transmission media and equipment not controlled by Dahl.
2. Proprietary Rights. Dahl, its affiliates and licensors, retain all right, title and interest in, to and under the Website and Documentation, and in all software, source code and components thereof, and to all know how, ideas and developments derived thereby and no title or right, or any intellectual property or other right therein, express or implied, is transferred to you by virtue of these Terms. The license granted hereunder is limited solely to remote access of the Website via the World Wide Web for the Purpose and does not include the transfer or distribution of software or source code to you.
3. Supplier Information. You acknowledge and agree that Dahl is not responsible for your acts or omissions, or the acts or omissions of a Client or Supplier. Dahl may provide timekeeping services but shall bear no responsibility except to report information to a Client accurately and completely as inputted by you, a Supplier, or a Client. If you are entering information on behalf of a Supplier, you acknowledge that by entering data into the Website related to workers supplied to a particular Client, you are allowing that Client access to and use of that data. Dahl shall only be permitted use of that data for the Purpose or as directed by a Client.
4. Prohibited Uses; Suspension and Termination of User Rights.
a. You are not permitted to use or access the Website in any way if you are below the age of eighteen (18) or the age of majority in your jurisdiction.
b. Except as expressly permitted herein, you shall not copy, transmit, distribute, sell, rent, lease, transfer, reproduce, modify, adapt, enhance, translate, reverse engineer, disassemble, decompile, attempt to derive source code, or create derivative works from the Website or Documentation, or any software, source code or components thereof.
c. You shall not: (i) probe or breach Website security measures absent written consent of Dahl; (ii) introduce any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the Website; (iii) transmit or modify any data or information that you do not possess the lawful right to transmit or modify; (iv) use or access the Website in violation of any applicable law or regulation; (v) use any information accessed from the Website for non-business purposes or for other than the properly licensed Purpose hereunder; (vi) publish, publicly show, sell, sublicense or otherwise commercialize any Website material; (vii) use the Website in any way that would damage or cause harm to the Website, or to any person or business entity; (viii) use the Website in any way that would impact user access to the Website; (ix) engage in any data mining, data harvesting, data extracting or any other similar activity in relation to the Website; (x) use the Website to engage in any advertising or marketing; or (xi) impersonate another person, or his or her email address, or misrepresent your current or former affiliation with an Entity or worker; or (xii) create user accounts under false or fraudulent pretenses or use an account for anyone other than yourself.
e. Dahl does not authorize unsanctioned integrations or interfaces. Unsanctioned integrations involve systematic access to the Website, data, or servers through authenticated user accounts. Examples of unsanctioned integrations or interfaces include VMS screen-scraping technology and proprietary user or Entity systems.
f. Dahl reserves the right to disable access of user accounts and IP addresses demonstrating suspicious unsanctioned behavior.
g. Dahl reserves the right to modify, suspend, or discontinue the Website at any time with or without notice to you, and Dahl will not be liable to you or to any third party should it exercise such rights.
5. Confidential Information.
a. You and Dahl (each, a “Party” or together, the “Parties”) acknowledge and agree that we each may come into contact with confidential or proprietary information of the other Party, including but not limited to, personal data regarding employees and candidates or components or elements of the Website or Documentation which is designated, or which a reasonable person should know is, confidential (“Confidential Information”). The Parties each agree that they will not, directly or indirectly, disclose any of the other Party’s Confidential Information to any third party, or use any of the other Party’s Confidential Information, for any reason other than in furtherance of these Terms and the Purpose, except with the other Party’s prior written consent.
b. Notwithstanding anything in these Terms to the contrary, the term “Confidential Information” shall not include any information that (i) is or becomes generally known to the public other than as a result of a disclosure in breach of these Terms; (ii) is rightfully in the possession of a Party prior to disclosure by the other Party; (iii) is received by a Party in good faith and without restriction from a third party having the right to make such disclosure and not under a confidentiality obligation to the other Party; or (iv) is independently developed by a Party without reference to the Confidential Information of the other Party. Either Party may disclose Confidential Information of the other Party if disclosure is required by law or process, but only after giving advance written notice to the other Party to reasonably allow for an opportunity for that Party to secure an appropriate protective order or other measure limiting disclosure.
c. The Parties acknowledge that the improper disclosure or use of Confidential Information may cause irreparable injury and damages may not be readily ascertainable, such that injunctive relief may be proper in addition to such other remedies as may be available at law or in equity. Either Party shall advise the other Party promptly in the event that it has reason to suspect a threatened or actual disclosure or improper use of the other Party’s Confidential Information contrary to these Terms.
d. You acknowledge that certain personal information (including personal data) of a Supplier, a Supplier’s employees, workers or contractors may be required by a Client to be uploaded onto the Website. Dahl may disclose this personal information to a Client as necessary to provide the Website and services offered through it. Dahl will at all times hold and use such personal information in accordance with applicable law. You also acknowledge that Supplier (or you, if you are representing a Supplier) has the sole obligation to comply with any applicable privacy/data protection legislation as it relates to any requirements to provide notification to or obtain consent from Supplier employees, workers or contractors to upload the aforementioned personal information onto the Website, and for the personal information to be disclosed to Dahl's Clients and otherwise used or processed for the purpose of Dahl’s performance of its services as set out in the privacy policy that is applicable to the processing of personal data through the Website, which can be found at https://apru.com/login/privacy.cfm (the "Privacy Policy"). You shall indemnify Dahl from and against any damages, suits, charges, losses, fines, penalties, costs, liabilities, interest and expenses (including reasonable legal fees) arising from any claim or other legal proceeding against Dahl in respect of your failure to comply with this obligation.
e. Where Dahl processes personal data on behalf of a Website user, Supplier, or Client it shall do so in accordance with the Privacy Policy and all applicable laws and shall take appropriate technical and organizational measures against accidental or unlawful loss, alteration, disclosure or access and other unlawful forms of processing having regard to the state of technology and cost of implementation and nature of data to be protected ("personal data" and "process" shall have the meanings given by Directive 95/46/EC[DL1] [MM2] ).
6. Warranty Disclaimer; Liability Limit. DAHL OFFERS THIS WEBSITE AND DOCUMENTATION “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. NOTHING CONTAINED IN THESE TERMS, THE DOCUMENTATION, OR THE WEBSITE IS MEANT TO BE CONSTRUED AS ADVICE. DAHL EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY AND TITLE. NO ACT OR STATEMENT BY DAHL OR ITS PERSONNEL SHALL OPERATE TO MAKE OR CONSTITUTE A WARRANTY OR REPRESENTATION. IN NO EVENT SHALL DAHL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR LICENSORS, BE LIABLE FOR ANY CLAIMS, COSTS, OR DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF THE WEBSITE, WHETHER SUCH LIABILITY IS UNDER CONTRACT NOR FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, USE OF DATA OR LOSS OF BUSINESS ARISING OUT OF THESE TERMS. IN ANY CASE, THE AGGREGATE LIABILITY OF DAHL, ITS AFFILIATES AND LICENSORS, FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE PERFORMANCE OF THE WEBSITE OR DOCUMENTATION, SHALL NOT EXCEED $100,000 US DOLLARS WITHOUT REGARD TO WHETHER A CLAIM IS BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE. THE PARTIES AGREE THAT THIS PROVISION IS A RATIONAL LIABILITY ALLOCATION AND SHALL NOT BE INVALIDATED FOR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
7. Indemnification. Dahl agrees to defend you from and against any claim or action that the Website or Documentation infringes a patent, copyright or trade mark when used according to these Terms, and Dahl agrees to indemnify you from any damages awarded against you in any such infringement claim or action or settlement thereof, provided that (i) Dahl is promptly notified in writing of such claim; (ii) you grant Dahl sole control of the defense and any related settlement negotiations; and (iii) you cooperate with Dahl in the defense of such claim. Notwithstanding the foregoing, Dahl shall have no liability to you for indemnification or obligation of defense to the extent the claim of infringement is based upon any Website or Documentation (i) being used or accessed other than by you for the expressly approved purpose and according to the Documentation; (ii) modified by you other than as approved in writing by Dahl; or (iii) used, accessed or combined with products not supplied by Dahl or agreed to by Dahl in the Documentation when the Website or Documentation is/are not infringing absent such use or combination. The foregoing states the entire liability of Dahl with respect to claims of infringement of any patents, copyrights, service marks or trademarks by the Website or Documentation or any part thereof. You hereby agree to indemnify Dahl from and against any and all liabilities, claims, losses, causes of action, and expenses arising from or related to your breach of any of these Terms.
8. Term; Termination. Dahl reserves the right to terminate, restrict or deny use of or access to the Website or Documentation by you or any individual user Dahl determines, in Dahl’s sole discretion, is or may be engaged in improper use or access, in addition to any other rights or remedies Dahl may possess. Upon termination of this agreement all data entered into the Website by Supplier will be managed by Client. [DL3] [MM4]
9. Notice. Dahl may notify you with respect to the Website by sending an email message to your account email address or by a posting on the Website. Notices shall become effective immediately. You may notify Dahl by sending an email to apruhelp@dahlconsulting.com[DL5] . Dahl reserves the right to change these Terms or the Website at any time. Revised Terms will be effective immediately upon Dahl posting an updated version at https://apru.com/login/Terms.cfm. Dahl encourages you to periodically review the Terms for the latest information on the Terms.
10. Governing Law and Jurisdiction. These Terms and their interpretation shall be governed by and construed under the laws of the State of Minnesota. The Parties agree that any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts of the State of Minnesota, including the United States District Court for the District of Minnesota and the parties hereby agree to subject themselves to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the Parties. The Parties also disclaim application of any law based in any way on the Uniform Computer Information Transaction Act (“UCITA”) to these Terms or the Parties.
11. Miscellaneous.
a. Any provision of these Terms found to be unenforceable shall be severed from these Terms, and the remaining provisions herein shall otherwise remain in full force and effect. The provisions of these Terms which by their nature are intended to continue beyond the termination of these Terms or the completion of any services shall survive the expiration or the termination of these Terms by any Party for any reason. These Terms represent the entire agreement of the Parties with respect to the subject matter hereof, and any such previous agreements entered into prior hereto are revoked and superseded by these Terms, and no representations, warranties, inducements or oral agreements concerning the subject matter hereof have been made by any of the Parties except as expressly set forth herein.
b. No failure or delay by either Party in exercising any right under these Terms shall operate as a waiver of such right.
c. Dahl shall not be liable to you for failing to perform its obligations hereunder because of circumstances beyond the reasonable control of Dahl.
d. Dahl may update its minimum browser requirements at any time. Any questions about supported browsers can be directed to apruhelp@dahlconsulting.com.
e. Dahl may assign, transfer, or subcontract its rights or obligations under these Terms in its sole discretion. You shall not assign, transfer, or subcontract your rights or obligations under these Terms. Any attempted assignment by you shall violate these Terms and be void.
f. The section titles in the Terms are for convenience only and have no legal or contractual effect; as used in the Terms, the word "including" means "including but not limited to."
g. A copy of these Terms can be found at /login/Terms.cfm.