INSTRANET

SUBSCRIPTION SERVICE AGREEMENT

BY REFERENCING THIS AGREEMENT IN THE INSTRANET ORDER FORM (THE “ORDER”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF INSTRANET’S SERVICE AS FURTHER DESCRIBED IN THIS AGREEMENT AND THE ORDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.

THIS SUBSCRIPTION SERVICE AGREEMENT SETS FORTH THE TERMS AND CONDITIONS FOR THE USE AND SUPPORT OF THE INSTRANET, INC. (“INSTRANET”) SERVICES FOR WHICH YOU HAVE PLACED AN ORDER.   

PLEASE READ THIS AGREEMENT AND ANY ORDER CAREFULLY PRIOR TO SIGNING.

1. SERVICES: Subject to execution of this Agreement and payment of the applicable fees, InStranet shall provide You with the use of the Service as described in this Agreement (“Services”), including a browser interface and data encryption, transmission, access and storage for the modules described in the Order.  InStranet grants You a non-exclusive and non-assignable license (the “License”) to use the software and documentation provided as part of the Services (“Software”) to use for Your business purposes, subject to the restrictions (including without limitation the number of authorized users) and terms and conditions set forth in the applicable Order. 

2. RESTRICTIONS: Services may only be used for lawful purposes.  The posting or transmission of any data in violation of any state, federal or foreign law is strictly prohibited.  This includes, but is not limited to:  posting or transmitting data which is threatening, obscene, indecent, and defamatory or which belongs to a third party and is protected by copyright, trade secret, patent or other intellectual property laws.  It also includes the posting and transmission of data in violation of export control laws.  InStranet reserves the right to terminate this Agreement and stop providing Services in the event that it determines that any data it is hosting violates or may violate any law; and You agree that such termination or cessation of Service will not constitute a breach of contract or be the basis for any other claim by You against InStranet.  You may not: (i) reproduce, distribute, transfer or market the Software in any manner whatsoever or in any form whatsoever; (ii) use or allow others to use the Software for the benefit of any third parties, or (iii) modify, adapt, translate or create any derivative works based on the Software. In addition, You may not decompile, reverse engineer or otherwise disassemble the Software, except and only to the extent permitted by applicable law.

3. YOUR RESPONSIBILITIES:  You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify InStranet immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to InStranet immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or your users; and (iii) not impersonate another InStranet user or provide false identity information to gain access to or use the Service.

4.  ACCOUNT INFORMATION AND DATA:  InStranet does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not InStranet, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and shall be responsible for backing up the Customer Data and InStranet shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. InStranet reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and InStranet shall have no obligation to maintain or forward any Customer Data.

5. INTELLECTUAL PROPERTY: InStranet and its licensors (“Owners”) retain all intellectual property and other proprietary rights in and to the Software, and reserve all rights that are not specifically granted to You in this Agreement.  You agree not to alter or delete any proprietary notices or claims that may be contained in the Software. The relevant Owner(s) will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any modification or other im­prove­ment or development of the Software. At InStranet's request, You will execute or obtain the execution of any instrument that may be appropriate to assign these rights to the relevant Owner or its desig­nee or perfect these rights in the relevant Owner’s name.

6. INFORMATION

(a)        “Proprietary or Confidential Information” shall mean all information or material of a party which (i) gives that party some competitive business advantage, gives that party the opportunity of obtaining some competitive business advantage, or the disclosure of which could be detrimental to the interests of that party; and (ii) which is either (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the parties to be considered confidential and proprietary or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary.  You acknowledge and agree that the Software is the Proprietary or Confidential Information of InStranet regardless of whether or not it is marked as Confidential,” “Restricted,” or “Proprietary Information” or other similar marking.   Neither party shall have any obligation with respect to Proprietary or Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party or other unlawful act; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party without reference to information derived from the other party; or (iv) is subject to disclosure under court order or other lawful process; provided that the party will notify the other party at least thirty (30) days before disclosing any portion of the Information in response to the court order or other lawful process.

(b)        Except as set forth in the subsection below, the parties agree to hold each other’s Proprietary or Confidential Information in strict confidence in perpetuity.  The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than the implementation of, and as specified in this Agreement.  Each party agrees to take all reasonable steps to ensure that Proprietary or Confidential Information of either party is not disclosed or distributed by its employees, agents, subcontractors or consultants in violation of the provisions of this Agreement.

(c)        Upon the request of the disclosing party or in the event the receiving party desires to return all, or any portion of the disclosing party’s Proprietary or Confidential Information, the receiving party shall promptly return or destroy, at the disclosing party’s option, the disclosing party’s Proprietary or Confidential Information, including materials prepared in whole or in part based on such Proprietary or Confidential Information, and all copies thereof, at disclosing party’s request, and an officer of the receiving party shall certify to the disclosing party that it no longer has in its possession or under its control any Proprietary or Confidential Information in any form whatsoever, or any copy thereof.

(d)        InStranet's Proprietary or Confidential Information shall remain the sole and exclusive property of InStranet.  Your Proprietary or Confidential Information shall remain the sole and exclusive property of You.  Neither party shall have any interest in, nor any right to use (including, without limitation, any use resulting in disclosure to any third party) the other party’s Proprietary or Confidential Information except as specifically provided for by this License Agreement or as otherwise permitted and specified by separate written agreements executed by both parties hereto.

(e)        Each party shall take commercially reasonable actions to ensure that its employees, agents, subcontractors and consultants shall be permitted access to the other party’s Proprietary or Confidential Information on a need-to-know basis only and are under a duty of confidentiality no less restrictive than those contained in this Agreement.

(f)         Each party acknowledges that any use or disclosure of the other party’s Proprietary or Confidential Information other than as specifically provided for in this Agreement, and other written agreements between InStranet and You, may result in irreparable injury and damage to the non-using or non-disclosing party.  Accordingly, each party hereby agrees that, in the event of use or disclosure by the other party other than as specifically provided for in this Agreement and in other written agreements between the parties, the non-using or non-disclosing party may be entitled to equitable relief as granted by any appropriate judicial body.

(g)        Each party expressly agrees to include, maintain, reproduce and perpetuate all notices or markings on all copies of all tangible media comprising each party’s Proprietary or Confidential Information in the manner in which such notices or markings appear on such tangible media or in the manner in which either party may reasonably request.

7. THIRD PARTY INTERACTIONS.  During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. InStranet and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. InStranet does not endorse any sites on the Internet that are linked through the Service. InStranet provides these links to you only as a matter of convenience, and in no event shall InStranet or its licensors be responsible for any content, products, or other materials on or available from such sites. InStranet provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

8.  EXCESS DATA STORAGE FEES:  The maximum disk storage space provided to you at no additional charge is 10 GB. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. InStranet will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by InStranet to so notify you shall not affect your responsibility for such additional storage charges. InStranet reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

9. WARRANTY:

(a)        InStranet warrants that it has full power and authority to grant the rights granted by this Agreement to You, that no consent of any other person or entity is required by InStranet to grant such rights other than consents that have been obtained and are in effect, and that neither the performance of this Agreement by InStranet, nor the license to, You of the Software will in any way violate any non-disclosure agreement.

(b)        InStranet warrants that, with respect to software embedded into or remarketed with the software and/or equipment or other materials provided hereunder, if any,  that is owned by third parties, InStranet has paid and shall continue to pay all third party license fees for such software at no additional cost to YOU.

(c)        InStranet warrants that as of the effective date of this Agreement, there are no existing legal proceedings against InStranet that would have an adverse impact upon its ability to perform its obligations under this Agreement or its financial condition or operations.

10. FEE: In consideration of the rights granted to You herein, You agree to pay the subscription fees in advance (a) every quarter, or (b) as otherwise mutually agreed upon, as specified in the applicable Order. You are responsible for paying for all subscription fees ordered for the entire Term. You may add authorized users by executing an additional written Order. Added users will be subject to the following: (a) added users will be coterminous with the preexisting Term (either initial Term or renewal Term); (b) the subscription fee for the added users will be the then current, generally applicable subscription fee; and (c) users added in the middle of a billing period will be charged on a pro rata basis. The fees do not include any applicable taxes and other duties. If You are required to pay or withhold any tax or duty on any payment, then the amount of the payment will be automatically increased to offset totally such tax, so that the amount actually remitted to InStranet, net of all taxes, equals the amount invoiced or otherwise due. The fees, plus any taxes and duties in relation thereto, shall be payable in full in United States dollars within ten (10) days of the date of the invoice. InStranet reserves the right to modify its price lists at any time, and shall notify You of any changes in relation to the amount of the due and payable fee upon the renewal of Your license, with prior notice of thirty (30) days. The failure to terminate the Agreement in connection with such prior notice shall be deemed to be an acceptance of the new rate effective as of the renewal date.  You agree to provide InStranet with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, InStranet reserves the right to terminate your access to the Service in addition to any other legal remedies.  If you believe your bill is incorrect, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible for consideration to receive an adjustment or credit.

11.  NON-PAYMENT AND SUSPENSION: In addition to any other rights granted to InStranet herein, InStranet reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or InStranet initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that InStranet may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.  InStranet reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that InStranet has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is thirty (30) days or more delinquent. 

12. WARRANTY DISCLAIMER: INSTRANET AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. INSTRANET AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS,  EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, INSTRANET, ITS LICENSORS AND THE AUTHORIZED DISTRIBUTOR EXCLUDE AND DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE OR THE SERVICES FURNISHED PURSUANT TO THIS AGREEMENT.

13. LIMITATION OF LIABILITY:  UNDER NO CIRCUMSTANCES WILL INSTRANET, ITS AUTHORIZED DISTRIBUTORS OR LICENSORS OR ANY RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON ANY CLAIMS BY YOU OR ANY THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE SOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY THAT INSTRANET, ITS AUTHORIZED DISTRIBUTORS OR LICENSORS OR ANY RELATED PERSONS OR YOU MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED AN AMOUNT EQUAL TO THE ANNUAL FEE ACTUALLY PAID TO INSTRANET BY YOU FOR THE SPECIFIC ITEM OR SERVICE THAT DIRECTLY CAUSED THE DAMAGE.  THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION. INSTRANET'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INSTRANET IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. InStranet assumes no responsibility for any encrypted data that is sent to, stored, or retrieved off of a machine used by InStranet or its contractors for hosting.  The technology used to encrypt data being transmitted to or from the Services is licensed by InStranet or its contractors and InStranet makes no claims or warranties regarding the viability, integrity, or robustness of the encryption used.  Further, InStranet is not responsible for the success or failure of the Services to properly encrypt data.  By using the Secure Server you assume the risk that the encryption algorithm may be broken so that the data being transmitted is visible to others. InStranet does not monitor or exercise control over the content of the information residing on the web hosting servers or transmitted through hosting facilities.  Use of any information obtained via the Services is at your own risk.  InStranet specifically denies any responsibility for the accuracy or quality of information obtained through its Services.

14. INDEMNIFICATION BY INSTRANET: At InStranet’s expense as described herein, InStranet agrees to defend, indemnify, and hold harmless Your, its users, directors, officers, agents, employees, members from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees as provided herein, arising out of any claim that the Software infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, or patent (“Infringement Claim(s)”).  InStranet shall pay all amounts that a court finally awards or that You agree to in settlement of such Infringement Claim(s).  If the Software becomes, or in InStranet’s opinion is likely to become, the subject of an Infringement Claim(s), You will permit InStranet, at InStranet’s option and expense for all associated costs, either (i) to procure the right for You to continue to use the software, or part thereof, (ii) to replace or modify the software with another item of comparable quality and performance capabilities which is non-infringing; (iii) to procure another non-infringing software product for You that has substantially equivalent functionality as the Software; or (iv) to terminate this Agreement and refund to You the amount of the fees paid by You for the Software and a pro rata share of the fees paid by You for the Support for the portion of then-current period that the Software was not usable. InStranet’s indemnification obligations set forth in this Agreement shall apply only if: (i) You have immediately notified InStranet that any infringement or misappropriation action has been or might be brought; (ii) InStranet retains the sole control of the defense and settlement of such action; (iii) You take no action that is contrary to the interests of InStranet, the Authorized Distributor or any Owner; and (iv) You fully cooperate with InStranet in the defense or settlement of such action. InStranet’s indemnification obligations set forth in this Agreement shall not apply if the infringement or misappropriation could have been avoided by the installation of an Update, or if the infringement or misappropriation is the result of any modification or the combination of the Software with any other item(s) by You or any third party.

15.  INDEMNIFICATION BY YOU: You agree to indemnify and hold InStranet, the Authorized Distributor, and the Owners harmless against any damage, loss, liability or expense (including reasonable attorneys fees) in connection with any action or claim that may be brought against any or all such parties in association with Your use of the Services including without limitation the Software.

16. TERM: This Agreement shall be effective as of the Service Start Date set forth in the Order and shall remain in effect for an initial term of one (1) years, at the end of the initial term, the Agreement shall renew for an additional one year term; provided that You pay the then-current renewal fee for the Service..  Either party may terminate at the end of the then-current term by providing written notice of termination no less than thirty (30) days prior to the end of the then-current term.

17. TERMINATION:  Any breach of your payment obligations or unauthorized use of the Software or Service will be deemed a material breach of this Agreement. InStranet, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, InStranet may terminate a free account at any time in its sole discretion. You agree and acknowledge that InStranet has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

18. RECORDS AND AUDIT: InStranet reserves the right to cause an audit to be carried out on Your account in order to verify that You are in compliance with the provisions of this Agreement. In  the event that an audit reveals any breach of Your obligations under this license, You shall be required to pay to InStranet (i) the costs and expenses incurred in association with the audit, and (ii) an amount equal to the discrepancy between the amounts that InStranet has actually received in association with the Agreement and the amount to which it was entitled, as evidenced by the audit. All amounts due InStranet under this Section shall be immediately due and payable.

19. EXPORT: You acknowledge that the Software and all related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations.  You will (i) comply strictly with all legal requirements established under these controls, (ii) cooperate fully with InStranet or any Owner in any official or unofficial audit or inspection that relates to these controls (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or the Federal Republic of Yugoslavia (Serbia only) or any country that is embargoed by Executive order, unless You have obtained the prior written authorization of InStranet, the relevant Owner and the U.S. Commerce Department and (iv) indemnify InStranet and the relevant Owner from all damages, costs, losses and expenses (including reasonable attorney's fees that it may suffer or incur as a consequence of Your breach of this Section.  Upon notice to You, InStranet may modify this list to conform to changes in the U.S. Export Administration Regulations.

20. U.S. GOVERNMENT RESTRICTED RIGHTS: The Software is deemed to be "commercial software" and "documentation on commercial software" pursuant to DFAR Section 227.7202 which may be read at the following address: http://farsite.hill.af.mil/vfdfara.htm and FAR Section 12.212 which may be read at the following address: http://farsite.hill.af.mil/VFFARA.HTM, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. government or its agencies (collectively referred to as the "Government") shall be governed exclusively by this Agreement, and shall be prohibited except to the extent expressly authorized under this Agreement.

21. GENERAL PROVISIONS: This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and supersedes in their entirety any and all written or oral agreement previously existing with respect to the subject matter herein. The provisions contained in any order form of You shall not be binding on InStranet unless approved in writing by a duly authorized representative of InStranet, and no amendment to this Agreement shall be binding unless it has received InStranet's prior written consent. Any assignment or delegation of Your rights under this Agreement without InStranet's prior written consent is void. You hereby agree that InStranet may assign all or part of InStranet’s rights and/or obligations under this Agreement to any third party and that INSTRANET may assign all or part of its Authorized Distributors’ rights and obligations hereunder to any third party. You acknowledge that (i) the provisions of this Agreement is intended to inure to the benefit of InStranet and the Owners as third party beneficiaries of this Agreement; (ii) InStranet and the Owners will be entitled to enforce the provisions of this Agreement against You; and (iii) InStranet and the Owners accept its third party beneficiary rights hereunder and that such rights will be deemed irrevocable.  In the event that any provision of the Agreement is found unlawful, void or unenforceable, it shall remain valid to the extent permissible by applicable law, and the other provisions shall remain in full force and effect. Except with regard to the obligation to make payments, neither party shall be liable for delays in performance hereunder due to causes beyond its reasonable control.  The parties agree that no provision of the Uniform Computer Information Transactions Act (UCITA) is intended to apply to the interpretations of this Agreement, whether or not UCITA is enacted in Illinois .

22. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by the internal laws of the state of Illinois , excluding its conflict of laws principles. The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction between them.  Any dispute that may arise in connection with the interpretation or the performance hereof shall be referred to the state and federal courts in the state of Illinois .