THESE TERMS AND CONDITIONS (“Terms”) govern Customer’s use of the Services.  In consideration of the mutual promises set forth in these Terms, the Parties agree as follows.

1. Services.
   • The Services include: (a) the CERTIFY platform—a stand-alone or integrated platform that enables companies and individuals to transact business by accessing trusted biometric and non-biometric data in a secure environment; (b) any mobile app associated with the platform; (c) any documentation regarding the platform; and (d) any related products and/or services.
   • The Services may be updated, supplemented, modified, and enhanced from time to time with or without prior notification to the Customer.
2. PROPERTY OWNERSHIP. CERTIFY, its licensors, and its designees, as applicable, retain all ownership and intellectual property rights to the Platform (Software and equipment) and documentation.   No license rights are granted (whether by implied license or otherwise), to Customer, except as specifically provided in this Agreement.
3. License.
   • To enable Customer to use the Services, CERTIFY grants Customer a non-exclusive, non-transferrable, non-sublicensable, revocable right to use the Services (“License”), subject to: (a) the creation of an account enabling you to access the Services (“Account”); (b) your payment of the monthly fees for the use of the Services (“Fees”); and (c) your compliance with these Terms.
   • The License does not include the right to copy, distribute, modify, or otherwise use the CERTIFY Platform in any way that is not contemplated by the License.
   • The License applies only to: (a) Customer (including any persons who Customer authorizes to manage the Services); and/or (b) any persons who Customer requires to use the Services (“End Users”).
4. Term. The term of the License starts on the Effective Date and ends when at midnight on the date outlined on your service order, quote, or agreement unless modified in writing by the parties.
5. Termination.
   • Each Party has the right to terminate this Agreement at any time upon written notice to the other Party in the event that: (a) the other Party materially breaches any obligation under this Agreement and such breach, if capable of being cured, is not cured by the breaching Party within ninety (90) calendar days of receiving written notice of the breach; or (b) the other Party makes any filing for relief on account of insolvency, receivership, or bankruptcy, or makes an assignment for the benefit of creditors, or a petition seeking such relief is filed against the Party and the petition is not dismissed within ninety (90) days.  Material breaches of this Agreement may include non-payment of any Fees due for the use of the Services.
   • Upon the expiration or termination of this Agreement for any reason, the Parties’ rights and obligations will survive with respect to the Fees, Confidential Information, Intellectual Property, Limitations on Liability, Indemnification, and General Terms and Conditions of this Agreement, as well as any other provision of this Agreement that reasonably should be given effect.
6. Fees.
   • Customer will pay the Fees set forth in within your service order, quote, or agreement. CERTIFY may terminate or suspend your Account for nonpayment of the Fees.  Beginning in the second year of the Agreement, CERTIFY reserves the right to adjust the Fees on an annual basis by an amount equal to the greater of: (i) the percentage change in the Consumer Price Index (CPI) for All Urban Consumers, as published by the U.S. Bureau of Labor Statistics or the comparable index most widely recognized at the time, or (ii) three percent (3%).   CERTIFY will submit invoices to Customer on a monthly basis. 
   • If Customer fails to pay any invoice within thirty (30) calendar days, the invoice will accrue interest after that date until paid in full at the rate of one-and-a-half percent (1.5%) per month, compounded monthly and computed on a per diem basis.
   • Invoices for the first and last months of access to the Services will not be prorated, regardless of the date on which your Account is opened or closed, and regardless of who closes the Account, unless the Parties otherwise agree in writing.
   • Customer will pay all taxes related to the purchase of the Services. This includes but is not limited to sales, use, excise and similar taxes based on or measured by charges payable under this Agreement and imposed under authority of federal, state, or local taxing jurisdictions.  Alternatively, Customer will provide CERTIFY with a valid certificate of exemption excusing Customer from paying such taxes.
7. Support Services. CERTIFY will provide Customer with reasonable support regarding the use of the CERTIFY platform (“Help Desk Support”) and connectivity to CERTIFY’s computer network (“Network Support”) (collectively “Support Services”).  CERTIFY will provide Support Services during business days from 8 a.m. to 5 p.m., Eastern Standard Time or Eastern Daylight Time.
8. Service Levels. CERTIFY will provide the service levels set forth in the Maintenance and Service Level Agreement.
9. Customer Provided Data. Customer will provide CERTIFY with certain personal information regarding the persons who will manage the Services and End Users of the Services (“Customer Provided Data”).  CERTIFY’s collection and use of Customer Provided Data is subject to the Privacy Policy on CERTIFY’s website, which is incorporated by reference into these Terms.  CERTIFY’s collection and use of such information may also be subject to the Business Associate Agreement on CERTIFY’s website, which sets forth CERTIFY’s obligations under the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and the regulations relating to those acts (“HIPAA Rules”), and which is incorporated by reference into these Terms.  The Parties will agree on the format in which Customer Provided Data will be delivered to CERTIFY prior to delivery.
10. Data Access. Customer agrees that CERTIFY may access and use De-identified Data without restriction in compliance with all applicable privacy or data protection statutes, rules or regulations.  For purposes of this Agreement, “De-identified Data” means health information that is in CERTIFY control, but not subject to restriction or use or disclosure under HIPAA.

11. Data Aggregation and Analysis. Customer agrees that CERTIFY may aggregate accessed De- identified Data to facilitate analytics, generating insights, and development of performance indicators.

12. Data Privacy and Security. CERTIFY will not view, de-encrypt, or otherwise access an individual’s   Protected Health Information (“PHI”) or an individual’s individually identifiable health Information (“PII”) (as those terms are defined in HIPAA) unless such access is consented to by Customer or a Patient or Individual of Customer. Customer agrees that for the purposes of data aggregation, use and analysis in terms of this Agreement, CERTIFY is entitled to access de-identified data necessary for the performance CERTIFY’s obligations under this Agreement.  CERTIFY will maintain, implement, and enforce safety and security procedures in accordance with CERTIFY’s security policies in effect from time to time.
13. Ownership of Customer Provided Data.
    • Customer is the sole owner of Customer Provided Data. CERTIFY does not obtain any rights to Customer Provided Data by virtue of its transmission or delivery to CERTIFY, except as is necessary to perform the Services.
    • Customer may direct the disposition of Customer Provided Data in accordance with Sections 10 and 11. Customer will reimburse CERTIFY for any expenses reasonably incurred by CERTIFY (including reasonable legal fees) by reason of CERTIFY’s compliance with Customer’s instructions regarding any dispute relating to the disposition of Customer Provided Data.
14. Return of Customer Provided Data. Customer may at any time require CERTIFY to return Customer Provided Data.  Upon written demand by Customer, CERTIFY will take such actions as may be reasonably required to return to Customer or Customer’s designee, in a format or on media usable by Customer or another service provider designated by Customer, such Customer Provided Data as Customer may designate.  The Parties will agree on the format in which Customer Provided Data will be returned to Customer prior to return.  CERTIFY will have no liability for any Customer Provided Data that is lost, destroyed, damaged, or otherwise harmed once such data is out of CERTIFY’S custody.
15. Destruction of Customer Provided Data. Customer may request the destruction of Customer Provided Data at any time.  Upon written demand by Customer, CERTIFY will provide notice to Customer that all Customer Provided Data in CERTIFY’s custody has been destroyed within sixty (60) days of said request.  Customer releases CERTIFY from all liability by reason of the destruction of Customer Provided Data pursuant to Customer’s express written direction.   CERTIFY will not destroy any Customer Provided Data without the express written direction of Customer.
16. Independently Verified Data.
    • CERTIFY, in compliance with relevant laws, is entitled to use and is not required to destroy data that CERTIFY independently verifies through sources other than Customer, despite the fact that such data may be identical to data originally provided by Customer.
    • CERTIFY will maintain such records as necessary to permit Customer to confirm that such independently verified data is in CERTIFY’s records. If Customer requests confirmation that such independently verified data is in CERTIFY’s records, CERTIFY will bear the cost and expense of providing the confirmation. 
17. Storage, Security, and Back-Up of Customer Provided Data.
    • Customer Provided Data will be stored at U.S. based facilities designated by CERTIFY (“Data Centers”). Customer Provided Data will be stored on equipment adequate to provide and perform the Services in accordance with this Agreement.
    • All Customer Provided Data will be located on secure servers or directories that require access authentication. CERTIFY will maintain anti-virus software on its servers that are utilized for the provision of the Services, and additionally will maintain encryption for transmission of data in and out of the CERTIFY Platform.
18. Confidential Information.
    • The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship. Either Party may disclose or receive Confidential Information as under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”).  The Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.
    • Confidential Information may include information regarding: (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties products and services, including all programs, applications, source code, object code, and other code; all devices, components, and other technology; and all information relating to any such software, hardware, and services; and (c) the Parties, including the Parties’ business plans, policies, procedures, administration, management, operations, sales, revenues, and profits; the marketing, advertising, and promotion of the Parties’ products and services; the Parties’ existing and potential customers, manufacturers, distributors, owners, investors, directors, officers, employees, independent contractors, agents, and other personnel; and the Parties’ contracts, licenses, and other agreements, including this Agreement.
    • Confidential Information includes information in the above categories: (a) whether the information is marked confidential; (b) whether the information is disclosed in written form or verbally; and (c) whether the information is disclosed before or after the Effective Date of this Agreement.
    • Confidential Information does not include information that: (a) was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) was otherwise known to the Receiving Party at the time of disclosure through no action of the Receiving Party; or (c) is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.
    • The Receiving Party will use the reasonable degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to: (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing.  The Receiving Party is responsible for any violation of the confidentiality provisions of this Agreement by any persons or entities who receive any Confidential Information from the Receiving Party.
    • If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly notify the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information. The Parties further agree that if the Receiving Party is compelled to disclose any of the Disclosing Party’s Confidential Information, it will only disclose such information as is strictly required by the government demand.
19. Intellectual Property.
    • CERTIFY owns all right, title, and interest in and to any Intellectual Property relating to the Services, whether created by or on behalf of CERTIFY, including: (a) all inventions, improvements, designs, configurations, symbols, names, slogans, literary works, artistic works, derivative works, and all ideas, discoveries, creations, and know-how of any kind relating to the Services; and (b) all forms of intellectual property relating to the Services in any country in the world, including all patents and patent applications, and all design patents and design patent applications; all trademark registrations and applications, including all service mark, configuration mark, and trade dress registrations and applications; all trade names and trade name reservations; all copyright registrations and applications; and all trade secrets; and all information relating to such intellectual property.
    • CERTIFY owns Intellectual Property, whether expressly specified in these Terms, and whether created before, during, or after the Effective Date. No license or other right in such Intellectual Property is granted as a result of these Terms, except as provided in these Terms.
    • The Parties retain full, complete, and exclusive ownership of all right, title, and interest in and to their respective Intellectual Property, including any copy, modification, or improvement made to such Intellectual Property during the Term; any and all data, metadata, or indices created by CERTIFY in connection with the performance of the Services; any and all items provided to Customer for use in connection with the Services, including any media containing any data, metadata, or indices, any documentation used in connection with the Services; and any hardware used in connection with the Services. The Parties will not sell, assign, license, distribute, otherwise use each other’s Intellectual Property without the other Party’s written authorization.
20. Publicity.
    • During the Term and for an additional ninety (90) calendar days, CERTIFY may indicate on its website and in other advertising and promotional materials Customer uses the Services, and CERTIFY may use your name and logo in doing so. Customer may indicate on its website and in other advertising and promotional materials that it uses the Services, and Customer may use CERTIFY’S name and logo in doing so.  The Parties may not use each other’s trademarks for any other purposes and will use the trademarks only to the extent necessary to indicate that Customer uses the Services.  Customer may not make any other statements regarding its use of the Services, including in press releases, unless the Parties otherwise agree in writing.
    • CERTIFY’s software, hardware, and documentation may contain CERTIFY’s name, logo, and/or intellectual-property ownership statements (e.g., ®2025 CERTIFY Global Inc.). Customer may not remove or alter any such indications of ownership, unless the Parties otherwise agree in writing.
21. Customer Representations and Warranties.
    • Customers will use the Services only in accordance with these Terms and with any documentation regarding the Services provided to Customer. Customer will not use the Services for any improper purpose or for any purpose for which the Services are not intended.
    • Customer will only use the Services in accordance with applicable law and only for lawful purposes. Customer will not use the Services to violate the law of any country or the rights of any third party.  Customer will not export, re-export, or otherwise disclose, directly or indirectly, technical data, software, or products relating to the Services when such export, re-export, or disclosure is prohibited by the laws of the United States or any other applicable jurisdiction.
    • Customer will properly maintain the functional operation of all of Customer’s hardware and software used to access the Services, including all hardware and software used to connect to the Internet. Customer will notify CERTIFY prior to implementing any major changes to Customer’s technical environment that may affect Customer’s use of the Services (such as software upgrades to Customer’s systems that integrate or interchange data with CERTIFY’s systems).
    • Customer is responsible for any use or misuse of the Services by its employees, contractors, and agents.
    • Customer is responsible for any use or misuse of the Services by any third parties who provide any products and/or services to Customer in connection with the Services, such as computer products and data processing services (“Third-Party Products/Services”). Customer’s use of Third-Party Products/Services is governed solely by the terms and conditions applicable to such Third-Party Products/Services, as agreed to between Customer and the third party.  CERTIFY does not endorse or support, is not responsible for, and disclaims all liability with respect to Third- Party Products/Services, including with respect to any privacy practices, data security practices, and other practices or policies related to such products and/or services.  Customer will obtain waivers of all claims against CERTIFY by Third-Party Products/Services providers or will indemnify or hold CERTIFY harmless against such claims.
    • CERTIFY’s contractual relationship is with Customer, not with any End Users of the Services, and Customer is responsible for any use or misuse of the Services by End Users. Customer will take reasonable steps to ensure that End Users utilize the Services in compliance with these Terms.  Customer will ensure that End Users consent to CERTIFY’s collection and use of their personal information prior to enabling any End User to utilize Services.  Customer will obtain waivers of all claims against CERTIFY by End Users or will indemnify and hold CERTIFY harmless against such claims.
22. CERTIFY Representations and Warranties.
    • The Services will be provided substantially in conformity with the provisions of these Terms and all applicable laws, regulations, and industry rules. This warranty is limited and is subject to the section of this Agreement entitled “CERTIFY Disclaimers and Limitations of Liability”).
    • The Services will be provided substantially in conformity with the Maintenance and Service Level Agreement.
    • To the best of CERTIFY’s knowledge, the Services do not violate, infringe, or misappropriate any patent, trademark, copyright, or other intellectual property rights of any third party.
23. Disclaimers.
    • EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.
    • CERTIFY DOES NOT WARRANT THAT THE SERVICES WILL PROVIDE SPECIFIC RESULTS, THAT THE SERVICES WILL BE COMPATIBLE WITH ALL COMPUTER SYSTEMS, OR THAT THE SERVICES WILL BE ERROR-FREE.
    • CERTIFY DOES NOT WARRANT THE SERVICES WILL MEET CUSTOMER’S BUSINESS, LEGAL, OR OTHER NEEDS. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES WILL MEET SUCH NEEDS, INCLUDING WHETHER THE SERVICES COMPLY WITH THE CUSTOMER’S LEGAL AND/OR REGULATORY REQUIREMENTS.
    • CERTIFY DOES NOT WARRANT THAT THE SERVICES WILL BE ALWAYS AND ENTIRELY AVAILABLE, ACCESSIBLE, UNINTERRUPTED, FREE OF MALICIOUS SOFTWARE, OR FREE FROM THIRD-PARTY ATTACKS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, AND AS A RESULT, THEY MAY BE SUBJECT TO TEMPORARY OUTAGES, DELAYS, VIRUSES, AND/OR ATTACKS.   IF DUE TO SUCH CAUSES, OR OTHER CAUSES BEYOND CERTIFY’S REASONABLE CONTROL, THE SERVICES DO NOT PERFORM AS WARRANTED IN THIS AGREEMENT, CERTIFY WILL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE SERVICES TO PERFORM AS WARRANTED IN THIS AGREEMENT, INCLUDING USING COMMERCIALLY REASONABLE EFFORTS TO ENABLE THE SERVICES TO PERFORM THEIR INTENDED FUNCTION.  CERTIFY DOES NOT REPRESENT OR WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL.
    • CUSTOMER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT WILL NOT APPLY WHERE THE FAILURE TO SATISFY THE REPRESENTATIONS AND WARRANTIES RESULTS FROM CUSTOMER’S IMPROPER USE OF THE SERVICES, THE IMPROPER USE OR FAILURE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE UNDER THE CONTROL OF CUSTOMER OR ANY THIRD PARTY, OR BREACHES OF THE SECURITY OF CERTIFY’S SYSTEMS BY ANY THIRD PARTY.
24. Limitations of Liability.
    • CERTIFY WILL NOT BE LIABLE TO CUSTOMER EXCEPT AS A RESULT OF ITS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAWS. NOR WILL CERTIFY BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER CERTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IF THE PRECEDING LIMITATIONS ON LIABILITY ARE FOUND NOT TO APPLY TO CUSTOMER’S CLAIM, IN NO EVENT WILL CERTIFY’S LIABILITY TO CUSTOMER, EXCEED TWO TIMES ANY FEES CUSTOMER HAS PAID TO CERTIFY DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF CUSTOMER’S INITIAL CLAIM.  THESE LIMITATIONS ON LIABILITY ARE AN INTEGRAL PART OF THE BARGAIN BETWEEN THE PARTIES AND A PREREQUISITE TO CERTIFY’S ABILITY TO PROVIDE THE SERVICES ON THE TERMS SET FORTH IN THIS AGREEMENT.
    • THESE LIMITATIONS ON LIABILITY WILL APPLY TO ALL CLAIMS AGAINST CERTIFY, WHETHER RESOLVED THROUGH LITIGATION OR OTHER LEGAL PROCEEDINGS OR THROUGH MEDIATION.
25. Indemnification.
    • Customer will defend, indemnify and hold CERTIFY harmless, including any of CERTIFY’s owners, directors, officers, employees, and agents, against any and all out-of-pocket losses, liabilities, judgments, awards, costs (including legal fees and expenses) arising from or related to any third-party claim that Customer’s gross negligence, willful misconduct, or misuse of the Services harmed such third party. Customer will defend and settle at its sole expense all suits or proceedings initiated by third parties arising from the foregoing indemnification obligations, provided that CERTIFY gives Customer prompt notice of any such third-party claim.  CERTIFY will have the right, at CERTIFY’s sole cost and expense, to participate in the defense of any such suit or proceeding through counsel of its own choosing.
    • CERTIFY will defend, indemnify and hold Customer harmless, including any of Customer’s shareholders, members, directors, officers, employees, and agents, against any and all out-of-pocket losses, liabilities, judgments, awards, and/or costs (including legal fees and expenses) arising from or related to any third-party lawsuit claiming that CERTIFY’S gross negligence, willful misconduct, or misuse of the Services harmed such third party, or that the Customer’s use of the Services infringes the intellectual property rights of such third party. CERTIFY will defend and settle at its sole expense all suits or proceedings initiated by third parties arising from the foregoing indemnification obligations, provided that Customer gives CERTIFY prompt notice of any such third-party claim.  Customer will have the right, at Customer’s sole cost and expense, to participate in the defense of any such suit or proceeding through counsel of its own choosing.
26. Notices.
    • All notices or other communications required or permitted under this Agreement will be in writing and will be considered properly made if hand delivered, if sent by delivery service to the below addresses below, or if sent to the below email addresses, provided receipt is acknowledged. Such notices will be deemed made when received or acknowledged.
    • Notices to CERTIFY will be sent to the CERTIFY Representative identified on the signature page of this Agreement and/or to CERTIFY’s legal department.
    • Notices to Customer will be sent to the person listed on the signature page of this Agreement and/or to Customer’s legal department.
27. General.
    • Dispute Resolution. In the event of any dispute arising from or related to these Terms of Use, the Parties will attempt to resolve the dispute promptly and in good faith.  If the parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) calendar days), the dispute may be resolved through legal proceedings.
    • Governing Law and Jurisdiction. Any legal proceedings arising from or related to this Agreement will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and applicable federal law.  Any such proceedings initiated by CERTIFY will be brought in state or federal court in the jurisdiction where Customer is primarily located, and any such proceedings initiated by Customer will be brought in state court in Montgomery County, Maryland or in federal court in the District of Maryland.   The Parties expressly waive any challenges to personal jurisdiction and venue in these forums.
    • Injunctive Relief. The Parties, in addition to their remedies at law, will be entitled to seek equitable relief in the form of a temporary restraining order, a preliminary or permanent injunction, or any other equitable remedy available in connection with any dispute arising from or related to this Agreement.
    • Jury Trial. The Parties waive any rights they may have to a trial by jury in connection with any proceedings arising from or related to this Agreement.
    • Attorneys’ Fees and Costs. The prevailing party in any proceedings arising from or related to the provisions of this Agreement regarding the confidential information and intellectual property provisions of this Agreement will be awarded its attorneys’ fees and costs in addition to any other relief to which the party is entitled.
    • Entire Agreement. This Agreement, together with the Attachments to this Agreement, constitutes the entire, final, complete, and exclusive agreement between the Parties.  This Agreement supersedes any prior negotiations, understanding, or agreements, whether verbal or in writing, concerning the subject matter of this Agreement, and may not be modified, amended, or changed in any way, unless the Parties otherwise agree in writing.
    • Severability. The parties agree that, if any provision of this Agreement is held to be illegal, unenforceable, or otherwise invalid, no other provision of this Agreement will be affected and the remaining provisions of this Agreement will continue with the same effect as if such illegal, unenforceable, or otherwise invalid provision was not a part of this Agreement.
    • Waiver. The failure of either Party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver of such Party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance.
    • Assignment. Neither Party may assign this Agreement or any right or obligation under this Agreement without the other Party’s prior written consent, provided, however, no consent will be required for any assignment to an affiliate, parent, or subsidiary, or to a third-party or other assignee in connection with a merger, consolidation, or other disposition of all or substantially all of the Party’s assets or equity.
    • Force Majeure. Neither Party will be held responsible for any delay or failure in performance of this Agreement caused in whole or in part by any act or omission or other cause beyond such Party’s control, including fire, flood, storm, accident, terrorist attack, cyber-attack, delay of supplier, or compliance with any law, rule, regulation, or government demand.  If any such event occurs, the period for performing the particular obligations prevented by such event (other than Customer’s payment of any Fees that may be due for the use of the Services) will be deemed extended by the length of time such event continues.
    • Authority. The person who signs this Agreement on behalf of a Party has the authority to represent and legally bind the Party.
    • Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute a complete Agreement.