GAMMON APPLICATIONS SUBSCRIPTION AGREEMENT
Last Updated: July 2026
This Subscription Agreement (the "Agreement") is between the Customer identified in the Order ("Customer") and Gammon Applications, LLC, an Arkansas limited liability company doing business as RTI Scheduler ("Gammon").
1. DEFINITIONS
1.1. “Affiliate”
means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such party, or which is a wholly owned subsidiary of such party, where “control” means owning, directly or indirectly, at least 51% of the equity securities or equity interests of such entity.
1.2. “Aggregated Statistics”
means data and information related to Customer’s use of the Services that is used by Gammon in an aggregated and anonymized manner, provided that any such data and information has been fully de-identified and does not identify Customer, Customer’s Authorized Users or any other individual person.
1.3. “Authorized Users”
means the employees, agents and independent contractors of Customer and any other individuals Customer permits to use the Services, including but not limited to parents and students.
1.4. “Customer Content”
means any data, content or materials that Customer or its Authorized Users submit to the Services or create or generate using the Services, except for Gammon Content incorporated therein and Aggregated Statistics.
1.5. “Claims”
means any and all manner of claims, demands, actions, suits, investigations or proceedings, including, without limitation, all rights with respect to any and all Losses.
1.6. “Losses”
means any and all manner of losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees and costs), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated.
1.7. “Gammon Content”
means all content that is not Customer Content, including but not limited to, any data, information, programs, templates, material or other content that Gammon makes accessible to Customer through the Services.
1.8. “Order”
means an order form entered into between Customer and Gammon or, in the absence of an order form, an invoice issued by Gammon to Customer for the Services. In the case of a trial period, “Order” means the email communication sent by Gammon to Customer detailing the terms of the trial period, including the duration and Usage Limitations.
1.9. “Services”
means those services made available to Customer by Gammon as set out in an Order, including but not limited to the Software, training, and support.
1.10. “Software”
means Gammon’s RTI Scheduler educational scheduling software-as-a-service platform and all Gammon Content therein.
1.11. “Subscription”
means the right to access the Software pursuant to the Order.
1.12. “Usage Limitations”
means the usage limitations for the Services stated in the Order, including but not limited to a restriction on the number of Authorized Users.
2. ACCESS AND USE
2.1. Access and Use
Subject to the terms of this Agreement, Gammon grants Customer and Customer’s Authorized Users a fee-bearing (except in the case of a free trial), non-exclusive, personal, non-transferable, non-sub-licensable and fully revocable limited right to access and use the Services during the Term, solely for school-related purposes (and not for commercial purposes) and within the Usage Limitations.
2.2. Account Activity
Customer is responsible for all activities that occur under Customer’s and Customer’s Authorized Users’ accounts, including, but not limited to, ensuring that Authorized Users keep their login credentials confidential and ensuring that only those individuals authorized by Customer have access to the accounts and any connected Third Party Services. Customer shall promptly notify Gammon if Customer learns any Authorized User accounts or credentials have been compromised.
2.3. Customer’s Responsibilities
Customer shall: (i) ensure that it and its Authorized Users’ comply with this Agreement and applicable laws; (ii) be responsible for all Customer Content, including its accuracy, completeness, quality, integrity and legality; (iii) ensure it has all necessary legal rights for it and its Authorized Users to possess, use and upload Customer Content; and (iv) obtain all required consents, permissions and authorizations and provide any required disclosures or notices to Authorized Users or other individuals as required by applicable law, as well as maintain legally-adequate privacy policies.
2.4. Usage Limitations
If Customer exceeds the Usage Limitations, Gammon will work with Customer to assess and adjust Customer’s user needs. Customer is then obligated to either adhere to the Usage Limitations or incur additional charges for expanded usage, as mutually agreed upon between the Customer and Gammon. Gammon reserves the right to charge for any excess usage at its standard rates and may suspend or terminate Customer’s Services, in whole or in part, for continued non-compliance with these limitations.
2.5. Updates and Changes
Customer acknowledges and agrees that Gammon may, in its sole discretion, modify, suspend or remove any Gammon Content or other features of the Services, or make updates, bug fixes, modifications, or improvements to the Services, at any time, with or without notice to Customer or its Authorized Users.
2.6. Future Functionality
Customer hereby acknowledges and agrees that its Subscription purchase is not contingent on the delivery of any future Software functionality, feature, or services offerings, or dependent on any oral or written representations made by Gammon whatsoever.
2.7. Third Party Services
Customer may also have the option to connect to content, functionality, software and other services developed, provided, or maintained by third parties (collectively, “Third Party Services”) through the Services. All Third Party Services are provided by third parties and are not under the direction or control of Gammon. Customer further acknowledges and agrees that Gammon shall not be liable or responsible, directly or indirectly, for Customer’s or Customer’s Authorized Users’ access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Customer’s and Customer’s Authorized Users’ use of and access to any Third Party Services is solely between Customer and the third party provider of the Third Party Services and is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services. Customer acknowledges and agrees that Gammon may monitor usage of Third Party Services. Without limiting the foregoing, if, in Gammon’s judgment (acting in its sole discretion), a Third Party Service threatens the security, integrity or availability of the Services, Gammon may immediately and without notice disable access through the Services to such Third Party Service.
3. RESTRICTIONS
3.1. Restrictions on Use
Except as expressly permitted in this Agreement, Customer agrees that Customer will not (and will not permit or allow any Authorized User or third party to): (i) rent, lease, copy, transfer, resell, sublicense, time-share, or otherwise provide access to the Services to a third party; (ii) alter, edit, modify or create derivative works of the Services or any portion of the Services; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the Services; (iv) use the Services to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses; (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (vi) attempt to gain unauthorized access to Services or the related systems or networks; (vii) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit; (viii) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Services in any manner that violates terms of this Agreement; or (x) remove or obscure any of Gammon’s proprietary or other notices contained in the Services.
3.2. Terms of Use
Customer shall not use or allow its Authorized Users to use the Services in any manner that violates Gammon’s Terms of Use located at: https://rtischeduler.com/ui/terms-of-use. Customer is responsible for monitoring its Authorized Users compliance with the Terms of Use and for promptly notifying Gammon of any suspected or confirmed violation.
3.3. Cooperation
Customer shall fully cooperate with Gammon to address any suspected or confirmed violation of this Section 3 (Restrictions) by an Authorized User.
4. FEES AND PAYMENT
4.1. Fees for Services
Customer agrees to pay Gammon all fees set out in the Order, plus all applicable taxes in accordance with the payment terms in the Order. Customer acknowledges and agrees that (i) fees will not be prorated based on actual usage; (ii) payment obligations are non-cancelable and, except as expressly provided in this Agreement, all fees are non-refundable, and (iii) quantities cannot be reduced during the Term. If Customer fails to pay the fees when due, Gammon may, with or without notice to Customer: (a) suspend Customer’s access to the Services until such fees are paid; or (b) terminate this Agreement.
4.2. Taxes
All quoted Fees for the Services do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with all Fees due under an Order. If Gammon is legally obligated to pay or collect Taxes for which Customer is responsible, then Gammon will include and collect such Taxes from Customer. For clarity, Gammon is solely responsible for all taxes assessable against Gammon based on its revenues, assets (including real property) and personnel.
5. COLLECTION OF PERSONAL INFORMATION
5.1. Privacy Policy
Gammon’s privacy policy explains how Gammon collects, uses and discloses personal information relating to Customer’s and its Authorized User’s access to and use of the Services (“Privacy Policy”). For full details, please refer to Gammon’s Privacy Policy located at: https://rtischeduler.com/ui/privacy-policy
5.2. Student Data
To the extent Gammon processes personally identifiable student information on behalf of Customer, Gammon will process such information in accordance with applicable federal and state student privacy laws, including FERPA and COPPA, as applicable. If the parties enter into a separate data privacy agreement or student data privacy agreement (“DPA”), the DPA will govern the processing and protection of student personal information and will control in the event of a conflict with this Agreement solely with respect to such matters.
6. TERM, SUSPENSION AND TERMINATION
6.1. Term
The initial term of this Agreement will commence on the July 1st immediately following the issuance of the Order by Gammon for the Services, or on an alternative date if specifically stipulated in the Order, and will continue for the duration specified in the Order, unless terminated in accordance with this Agreement (the “Initial Term”). Unless either party provides written notice of termination at least 30 days prior to the end of the current subscription term, this Agreement will automatically renew for an additional term. Any renewal term will commence on July 1st following the end of the Initial Term or the preceding Renewal Term, as applicable, and will extend for a duration specified in the relevant Order or one year, whichever is greater, unless terminated in accordance with this Agreement (each a “Renewal Term”). The “Term” of this Agreement encompasses both the Initial Term and any subsequent Renewal Term(s). Gammon reserves the right to update the terms of this Agreement or pricing for the Renewal Term. Non-renewal notices must be sent to Gammon’s notice address set out in this Agreement or your Gammon account contact and acknowledged by Gammon to be considered valid.
6.2. Temporary Suspension
Without limitation to Gammon’s other remedies, Gammon shall be entitled to suspend Customer’s and/or an Authorized User’s access to the Services or delete any Customer Content: (i) if Customer or an Authorized User breaches Sections 2.3 (Customer Responsibilities) or Section 3 (Restrictions); (ii) if necessary to protect the security or integrity of the Services, or to protect Gammon or any other entity or individual from material harm; or (iii) to respond to law enforcement or any other governmental authority. Gammon shall provide notice of any action taken in accordance with this Section 6.2 as soon as possible unless prohibited by applicable law. Gammon shall reinstate Customer’s and/or the Authorized User’s access as soon as possible if and when the situation that led to suspension has been resolved, provided that this Agreement has not been terminated.
6.3. Termination
Either party shall be entitled to terminate this Agreement: (i) if the other party commits a material breach of the Agreement which cannot be remedied; (ii) if the other party fails to cure a material breach of the Agreement within 30 days of being given notice of the breach; or (iii) immediately upon notice if the other party ceases business without a successor or becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of some or all of its creditors or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations. To the extent Customer is using the Services under a trial period or to beta test new features or functionalities, Customer or Gammon may terminate the trial period or beta test features at any time.
6.4. Effect of Termination
On termination or expiration of this Agreement, Customer’s and its Authorized Users’ right to access and use the Services will terminate. If the Services do not include a feature that enables Customer to export Customer Content prior to the end of the Term, Gammon will assist Customer to export Customer Content, provided that the Customer makes such request before the end of the Term. If this Agreement is terminated by Customer under Section 6.3(i) or (ii), Gammon shall promptly provide a pro-rata refund of unused prepaid fees, calculated at the date of termination.
7. INTELLECTUAL PROPERTY
7.1. Customer’s Proprietary Rights
As between Gammon and Customer, Customer owns all rights, title and interests in and to Customer Content. Customer grants Gammon a sublicensable, fully paid-up, transferable, non-exclusive, limited right to use Customer Content as necessary to provide and improve the Services.
7.2. Aggregated Statistics
Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that Gammon may (i) monitor Customer’s and Customer’s Authorized Users’ use of the Services; (ii) collect and compile Aggregated Statistics based on such use, including, without limitation, Customer Content; and (iii) use such Aggregated Statistics in any manner, including, without limitation, to improve the Services. As between Gammon and Customer, all rights, title, and interests in and to the Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Gammon.
7.3. Gammon Proprietary Rights
The Gammon names, slogans, logos, trademarks, service marks, domain names, designations, Services, Aggregated Statistics, Feedback (as defined below), any and all related documentation, technology, code, know-how, and templates, and the arrangement and look and feel of the Services, and any updates, modifications or derivative works of any of the foregoing, (collectively the “IP”) are Gammon’s exclusive property. Gammon retains all rights, title, and interests in and to the IP. Customer acknowledges having been advised by Gammon that the IP is protected in the United States and internationally by applicable law including, but not limited to, copyright laws, trademark laws, treaty provisions and other intellectual property, confidential information and proprietary rights laws.
7.4. Feedback
If Customer or any Authorized User provides suggestions, ideas, enhancement requests, corrections, or other feedback to Gammon concerning the Services (“Feedback”), Gammon may use, disclose and exploit such Feedback without restriction or any obligation to account to Customer or the individual providing the Feedback. Gammon is not required to consider or implement any Feedback.
8. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE MADE AVAILABLE ON AN “AS-IS”, “AS AVAILABLE”, “WHERE AS” AND “WITH ALL FAULTS” BASIS. GAMMON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, QUALITY AND NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. GAMMON DOES NOT WARRANT THAT THE SERVICES ARE SUITABLE FOR OR WILL MEET CUSTOMER’S REQUIREMENTS, INCLUDING BUT NOT LIMITED TO COMPLYING WITH ANY LAW, RULE OR REGULATION, THAT THE SERVICES WILL BE FREE OF DEFECTS, MALICIOUS CODE, VIRUSES OR MALWARE, THAT THE OPERATION OF THE SERVICES WILL BE FREE FROM INTERRUPTION OR ERROR-FREE, OR THAT ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
9.1. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GAMMON, MINGA SOLUTIONS US INC. AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “GAMMON PARTIES”) BE LIABLE TO CUSTOMER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A)(I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (II) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (III) LOSS OF USE OR CORRUPTION OF DATA; OR (IV) LOSS OF OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID BY CUSTOMER FOR THE SERVICES SUBJECT TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE LIABILITY AROSE, EVEN IF GAMMON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. ANY CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWO YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
9.2. ASSUMPTION OF RISK
CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS AND ITS AUTHORIZED USERS’ ACCESS TO AND USE OF THE SERVICES IS CONDITIONAL ON THE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING THE DISCLAIMER OF WARRANTIES, INDEMNITIES AND LIMITATIONS OF LIABILITY SPECIFIED HEREIN. IT IS AGREED AND ACKNOWLEDGED THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT AND FOR USE OF THE SERVICES BETWEEN CUSTOMER AND GAMMON AND EACH HAS RELIED ON THIS ALLOCATION AND LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
9.3. EXCEPTION
The limitations in this Section will apply to the greatest extent allowed by law.
10. INDEMNIFICATION
10.1. Indemnification by Customer
Customer agrees to defend, indemnify and hold harmless the Gammon Parties from and against all Claims of third parties brought against, and all Losses, of whatever nature incurred or suffered by, any of the Gammon Parties arising from or in any way related to: (i) Customer’s or its Authorized Users’ acts or omissions, including but not limited to breach of this Agreement or breach of applicable law; (ii) Customer’s or its Authorized Users’ use of the Services, including but not limited to Customer Content.
10.2. Indemnification by Gammon
10.2.1. Intellectual Property Rights Indemnity
Gammon will defend and hold Customer and its Authorized Users harmless against any Claims made or brought against Customer or any of its Authorized Users based solely on a Claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the United States intellectual property rights of such third party and will pay for damages finally awarded against Customer or any of its Authorized Users or agreed to in any settlement (including any reasonable legal fees) by Gammon resulting from such a Claim.
10.2.2. Exclusions
Gammon will have no obligation under this Section 10.2 for any infringement or misappropriation arising from or in any way related to: (i) use of the Services by Customer or its Authorized Users in combination with other products or services that are not provided or authorized by Gammon; (ii) use of the Services by Customer or its Authorized Users in a manner or for a purpose not consistent with this Agreement or instructions provided by Gammon; (iii) any modification of the Services not made or authorized in writing by Gammon; (iv) any breach of Section 3 (Restrictions); or (v) trial or beta use of the Services.
10.2.3. Mitigation of Infringement Action
If a third party Claim as set out in Section 10.2.1 (Intellectual Property Rights Indemnity) is brought against the Customer or its Authorized Users, or in Gammon’s sole opinion, is likely to be brought, Gammon may at its sole option and expense: (i) procure the continuing right of Customer and its Authorized Users to use the Services; (ii) replace or modify the Services in a functionally equivalent manner so that they become non-infringing; or (iii) if Gammon determines, in its sole discretion, that neither (i) or (ii) are commercially feasible, Gammon may terminate Customer’s and its Authorized Users’ rights with respect to the Services and provide Customer a pro-rata refund of any prepaid fees for the period after termination.
10.2.4. Sole Remedy
THE FOREGOING STATES GAMMON’S SOLE LIABILITY AND CUSTOMER’S AND ITS AUTHORIZED USER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.
10.3. Conditions of Indemnification
Each party’s indemnity obligations set out in Section 10 (Indemnification) are conditional on the party seeking indemnification: (i) promptly notifying the indemnifying party of the Claim in writing, although failure to promptly notify will only relieve the indemnifying party of its indemnification obligation to the extent that the delay prejudices the indemnifying party’s defense of the Claim; (ii) granting the indemnifying party sole control of the defense and settlement of the Claim, although the indemnified party may participate in the defense with counsel of its choice at its own expense; and (iii) providing reasonable cooperation and assistance in the defense and negotiation of the Claim. The indemnifying party may not, without the indemnified party’s prior written consent (not to be unreasonably withheld or delayed), settle, compromise or consent to the entry of any judgment in any such commenced or threatened Claim, unless such settlement, compromise or consent: (x) includes an unconditional release of the indemnified party from all liability arising out of such commenced or threatened Claim, and (y) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the indemnified party.
11. GENERAL TERMS
11.1. Changes to this Agreement
Gammon is entitled to update this Agreement from time to time. Updates will take effect on renewal of Customer’s Subscription.
11.2. Survival
Sections 1, 2.7, 3, and 7 – 11 of this Agreement, and all other sections that by their terms contemplate obligations intended to survive, shall survive in full force and effect notwithstanding any termination or expiry of this Agreement.
11.3. Marketing
Unless otherwise agreed in the Order, Customer agrees that Gammon may refer to Customer by its name and logo, and may briefly describe Customer, in Gammon’s marketing materials and website.
11.4. Relationship
Nothing in this Agreement will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
11.5. Force Majeure
Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including labor disputes, strikes, destruction of equipment, interruption or break-down of transport, internet, telecommunication, information system, power or energy, wars, riots, terrorism, criminal acts of third parties, acts of God or governmental action, provided that such party uses commercially reasonable efforts to resume performance as soon as reasonably practicable.
11.6. Entire Agreement
This Agreement, together with the Order and any applicable agreements referenced therein, constitutes the entire agreement of the parties related to the subject matter of this Agreement and supersedes all prior or contemporaneous understandings, agreements, and representations and warranties, both written and oral, related to the subject matter of this Agreement. For clarity, terms and conditions included in Customer’s purchase order, or contained on any ‘shrinkwrap’ agreement, committing document or other form provided or generated by Customer will be of no force and effect, even if ‘accepted,’ acknowledged or ‘clicked-through’ by Gammon. Except as permitted in this Agreement, no modification or amendment of this Agreement is effective unless it is in writing and signed by both parties. In the event of conflict between the terms of this Agreement and any Order, the terms of the Order will prevail.
11.7. Enurement and Assignment
Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Gammon may assign or transfer this Agreement, in whole or in part, together with its rights and obligations hereunder, to (i) an acquirer of all or substantially all of its business assets in connection with a merger, corporate reorganization, or like corporate transaction; or (ii) Minga Solutions US Inc. or any of its Affiliates, in each case upon written notice to Customer and without requiring Customer's consent. This Agreement is binding on and will enure to the benefit of the parties and their respective permitted successors and assigns.
11.8. Transition of Services
Customer acknowledges and agrees that Gammon and Minga Solutions US Inc. ("Minga") may, at a future date, transition the provision of the Services from Gammon to Minga. Customer hereby consents in advance to the assignment of this Agreement from Gammon to Minga (or a Minga affiliate) as contemplated in the Enurement and Assignment section, and agrees that upon such assignment: (i) Minga will succeed to all of Gammon's rights and obligations under this Agreement; (ii) references to "Gammon" will be read as references to Minga to the extent necessary to give effect to the assignment; and (iii) this Agreement will continue in full force and effect on the same terms, without interruption, unless Customer and Minga expressly agree otherwise in writing. Gammon will provide Customer with reasonable written notice prior to any such transition.
11.9. Notices
All notices under this Agreement, to be effective, must be in writing and transmitted by email or functionally equivalent electronic means of transmission (i) to Gammon, at finance@rtischeduler.com; and (ii) to Customer, at the contact email set out in the Order, or to any other address as a party may at any time advise the other by notice given or made in accordance with this Section. Any notice delivered to the party to whom it is addressed will be deemed to have been given or made and received on the day on which it is transmitted; but if the notice is transmitted on a day which is not a business day or after 5:00 p.m. (local time of the recipient), the notice will be deemed to have been given or made and received on the next business day.
11.10. Exclusive Remedies
Except as otherwise expressly set out in the Agreement, the remedies set forth in the Agreement comprise the exclusive remedies available to Customer at law or in equity.
11.11. Waiver and Severability
A waiver of any term of this Agreement is effective only if it is in writing and signed by both parties and is not a waiver of any other term. Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; (ii) the legality, validity or enforceability of the remaining part of that section, if applicable; or (iii) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction.
11.12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas.
11.13. Venue and Jurisdiction
If any legal proceeding or other legal action relating to this Agreement is brought or otherwise initiated, the venue shall be in either the state or federal court embracing Gammon’s place of business (111 Woodcliff Lane, Rogers, Arkansas 72756), and either shall be deemed a convenient forum.
11.14. Jury Trial and Costs Recovery
EACH PARTY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs.
11.15. Third Party Beneficiaries
Minga Solutions US Inc. and its Affiliates are intended third-party beneficiaries of this Agreement solely with respect to those provisions that expressly confer rights, benefits, protections, or remedies upon them or upon the Gammon Parties, including without limitation Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11.7 (Enurement and Assignment), and Section 11.8 (Transition of Services), and Minga Solutions US Inc. and its Affiliates may enforce such provisions directly against Customer as if a party to this Agreement. Except as expressly set out in this Section 11.15, this Agreement is entered into solely between, and may be enforced only by, Gammon and Customer, and nothing in this Agreement, whether express or implied, is intended to or shall confer upon any other person any right, benefit, or remedy of any nature.