Terms of Service / Software License Agreement

1. Introduction

1. This agreement (“Agreement”) IS A CONTRACT entered into by and between I9 Technologies, LLC, a Utah limited liability company (“Provider” “we” or “us”), and “you,” as defined in section 2.6 below.
2. YOU AGREE TO BE BOUND by this Agreement, including its limitations on authorized use, warranties and liability, and transferability.
3. This Agreement grants you a limited, non-exclusive license to use Provider's “Technology,” comprising: (i) Provider’s software-as-a-service (“SaaS” or “Service”), and (ii) the software used to access the Service (the “Software”). Your right to use the Technology:

• is subject to the terms and conditions of this Agreement and the relevant “Order Form,” as defined below; and
• is expressly conditioned on your payment of any required fees and on your compliance with the provisions of this Agreement and the Order Form.

2. Definitions and usages

1. "Includes" (and its derivatives, e.g., including), "for example," and similar language are used by way of example and not of limitation unless expressly stated otherwise.
2. "Order Form" refers to an order form from you that is accepted by Provider.
   1. An Order Form may take the form of (for example):
      • an on-line Order Form for obtaining access to the Service and/or for downloading a copy of the Software; or
      • a sales quotation signed by you to place an order.
   2. An Order Form may refer to one or more usage plans, service plans, maintenance plans, or similar documents, in which case the provisions of the referenced plan(s) or other document(s) are deemed part of the Order Form.
3. "Provider" — see section 1.1.
4. "Service" and “Software — see section 1.3.
5. "Usage plan" (whether or not capitalized) refers to a specific offering by Provider, such as for example a license for a stated period of time, an authorized-usage package, or a maintenance plan.
6. "You" (whether or not capitalized) refers to the corporation or other organization whose employee or other representative is either signing a hard copy of this Agreement, or signifying assent to this Agreement by clicking on "I agree" or taking similar action.

IMPORTANT NOTE: The employee or other representative referred to in the previous paragraph personally agrees to be bound by the restrictions and other terms of this Agreement concerning access to and use of the Technology.

3. License provisions applicable to both the Service and the Software

1. Your submission of an Order Form, or your assent to this Agreement after submitting an Order Form, constitutes your representation that the information you provided to Provider for calculation of your license fee is accurate.
2. During the term of any license you purchase for the Technology, Provider will provide you, at no additional charge, with support as provided in section 5.6.
3. You may not use the Technology in providing services to third parties where those services consist substantially of functions performed by the Technology unless otherwise provided in the applicable Order Form.
4. You are exclusively responsible for the supervision, management and control of your use of the Technology, and for the provision and proper maintenance of your hardware and supporting software (such as, for example, operating-system updates and virus-protection software).
5. You may not disable or work around any usage-control mechanism that may be built into the Technology.
6. You may not decompile, disassemble, or reverse engineer any part of the Technology, nor permit or assist others to do so. If applicable law permits you to engage in such activity notwithstanding this Agreement, you agree to provide Provider with advance notice and reasonably detailed information concerning your intended activities.
7. You may not rent, lease, sell, or sublicense any part of the Technology except to the extent, if any, permitted by the applicable usage plan as set forth in the Order Form. (See also the assignment-related provisions in sections 18.2 through 18.5 below.)
8. Provider is free to make use of any feedback or suggestion for improvement that you may make, without obligation to you.

4. License provisions applicable specifically to the Service

1. You represent that all registration information you have provided to us is complete and accurate in all material respects. If we ever have grounds to suspect otherwise, we may in our discretion suspend your access to the Service until the issue is cleared up.
2. You will not knowingly permit an unauthorized individual to access or use the Service. Additionally, periodically you must review your user list and update user names, disabling any users that have left your organization or are no longer using the software.
3. For the avoidance of doubt, as between you and Provider, you are solely responsible for the content of any information you send to, or store on, the Service. You will defend and indemnify Provider and its officers, directors, and employees from any third-party claim of any nature concerning such content.
4. Without limiting your other obligations under this Agreement, you may not use the Service in a manner that unreasonably interferes with the Service or with others' use of it.

5. License provisions applicable specifically to Software

1. For the avoidance of doubt: If you are provided with a new or different version of the Software:
   • that will not in itself increase the number of license units for which you are licensed even if the new or different version has a different license code; and
   • you may not use both the new or different version and another version if such use would exceed the use permitted by the Order Form.
2. The Software is licensed, not sold. Provider or its supplier(s), as applicable, retain title and all ownership rights, of whatever nature, to the Software and to any tangible copy or copies of the Software provided to you by Provider.
3. All rights not expressly granted herein are reserved by and to Provider or its suppliers, as applicable.
4. The Software and its documentation remain the confidential property of Provider or its suppliers.
5. You may not provide copies of the Software, nor disclose any license keys or license codes needed to operate it, to third parties except as permitted by this Agreement or with Provider’s prior written consent.
6. While you are licensed to use the Software, Provider will provide you with general telephone support services for the item of Software during Provider’s normal business hours.
7. While you are licensed to use the Software, Provider will respond to your reports of errors in the Software in the same manner as provided in the Performance section of this Agreement (section 8).
8. Support for 'outdated' Software versions (that is, any version more than six months after release of a subsequent major- or minor version) may require a separate contract and/or additional fees.
9. Provider has the option of renewing your license automatically as follows. If Provider wishes to do so, it must first send you a written renewal reminder, including the renewal price, at least 60 days before the expiration date. You may cancel the renewal by so advising Provider in writing no later than the expiration date.

6. Professional Services

1. Scope. In addition to the Technology, Provider may perform professional services pursuant to one or more Order Forms or Statements of Work, including remote Section 2 verification, I-9 audit and review, and compliance consulting (collectively, "Professional Services"). The specific scope, deliverables, fees, and operational terms are set forth in the applicable Order Form or Statement of Work.
2. Standard of care. Provider will perform Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards.
3. Authorized representative. Where Provider performs remote Section 2 verification, you designate Provider as your "authorized representative" under 8 C.F.R. § 274a.2(b)(1)(ii) for the limited purpose of completing Section 2 of Form I-9 on your behalf. You remain the employer of record and the obligor for all I-9 compliance obligations under federal law; designating Provider as your authorized representative does not transfer those obligations to Provider.
4. Client responsibilities. You are responsible for accurate Section 1 data, employee scheduling, and ensuring employees present acceptable documents in connection with verification sessions.
5. Recording. Provider may record verification sessions and other interactions in connection with Professional Services for quality assurance and training purposes. Recordings are retained and handled in accordance with Provider's privacy policy.
6. Subprocessors. Provider may engage third-party subprocessors to support Professional Services. A current list is available upon request.

7. Noninfringement of third-party rights

1. This Section 7 sets forth Provider’s obligations if a third party makes a claim that the Software or infringes any valid patent, copyright, trademark, or trade secret right of the third party.
2. In such an event, Provider will defend you, your affiliates, and the officers, directors, and employees of each of them (each a "protected person") against the claim, at its own expense, and indemnify each protected person against any resulting court costs and damage awards, if any, subject to the conditions below.
3. For a protected person to be entitled to the above defense and indemnity, either you or the protected person must:
   • promptly notify Provider of the claim, in writing;
   • not make any non-factual admissions in respect of the claim;
   • give Provider sole control of the defense;
   • not settle the claim without Provider’s consent; and
   • assist Provider in the defense if it so requests, at its expense.
4. Provider will take action as described in section 7.5 below if any of the following events occurs:
   • a court of competent jurisdiction orders you to stop using the Technology as a result of a third-party infringement claim covered by this section, and Provider is unable to have the order stayed or overturned on appeal before you do stop; or
   • Provider settles the claim on terms that require you to cease using the Technology; or
   • if Provider reasonably determines that you should stop using the Technology.
5. In any of the cases described in section 7.4, Provider will, at its option and expense, do one or more of the following:
   • procure the right for you to continue using the Technology; and/or
   • offer to replace or modify the Technology to make it non-infringing while still performing the same or substantially the same functions; and/or
   • if in Provider’s judgment neither of options (a) or (b) is commercially feasible:
     1. recommend to you (by notice in accordance with this Agreement) that you stop using the Technology, and
     2. refund a prorated amount of the fee(s) that you paid for the usage period in question, prorated monthly as of the date you stop using the Technology, at which time your right to use the Technology will automatically be terminated.
6. Except for a reasonable transition period, Provider will not be responsible for any infringing use that you may make of the Technology after Provider takes action as provided in section 6.5.

8. Performance

1. This section 8 sets forth Provider’s exclusive responsibilities concerning the performance of the Technology.
2. During the term of your license for any item of the Technology, Provider will use commercially reasonable efforts to supply you with a correction or workaround for errors in that item of the Technology that you report to Provider during the periods set forth below. This commitment is referred to for convenience as the "Performance Commitment."
   • You acknowledge that, depending on the circumstances, commercially reasonable efforts may consist of supplying a correction or workaround in the next regular release of that item of the Technology.
   • You must provide Provider with such information about the failure as Provider reasonably requests.
3. IF: For any reason Provider does not comply with its obligations under the Performance Commitment in response to your confirmed report of a material error in the Technology; THEN:
   • By written notice to Provider, you may terminate your relevant license; in which case,
   • Provider will refund a prorated portion of your relevant license fee for your then-current usage period the subscription fee, computed as of the date you first reported the material error or the start date of the then-current usage period, whichever is later.
4. The foregoing is the EXCLUSIVE REMEDY for any failure by Provider to comply with the Performance Commitment and for any errors or malfunctions in the Technology.
5. Unless Provider agrees otherwise in writing, you must make any such refund request by notice to Provider no later than 90 days after your notice to Provider of its failure to comply with the Performance Commitment, whichever is later.

9. Disclaimer of other warranties, representations, etc.

1. Except as expressly stated above, all aspects of the Technology are provided AS-IS, WITH ALL FAULTS AND WITH NO WARRANTY, EXPRESS OR IMPLIED. In particular:
   • PROVIDER DOES NOT WARRANT that the Technology will be error free, will meet your needs, or will operate without interruption.
   • PROVIDER DOES NOT WARRANT that the Software will perform as documented in cases of hardware malfunction, misuse of the Software, modification of the Software by any party other than Provider (the foregoing shall not be construed as granting you the right to make or have made any such modification), use of the Software with other software not described in the documentation, or bugs in other software (for example, operating systems, instant-messaging clients, or add-ons to any of them) with which the Software interacts.
2. On behalf of Provider and its suppliers, to the maximum extent permitted by law, PROVIDER DISCLAIMS ANY AND ALL WARRANTIES, DUTIES, CONDITIONS, OR REPRESENTATIONS (express or implied, oral or written), with respect to the Technology or any part thereof, that are not expressly stated in this Agreement or in a document expressly incorporated by reference herein.
3. The above disclaimers extend, without limitation, to any implied warranties, duties, conditions, or representations (as opposed to those expressly stated in this Agreement) of title, non- infringement, quiet enjoyment, merchantability, fitness or suitability for any purpose (whether or not Provider or any of its suppliers have reason to know, have been advised, or are otherwise in fact aware of any such purpose), absence of viruses, results, workmanlike effort, or implied term of quality, whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. Except to the extent expressly provided otherwise in this Agreement, PROVIDER ALSO DISCLAIMS, for itself and its suppliers, any warranty, duty, condition, or representation to any person other than you with respect to the Technology.

10. Limitation of remedies

1. You agree to the remedy limitations of this Agreement as part of its overall allocation of risk between the parties. You agree that each remedy limitation is to be enforced: (1) to the maximum extent permitted by applicable law; (2) independently of any other applicable remedy limitation, even if a particular remedy is held to have failed of its essential purpose; and (3) independently of any warranty-disclaimer provisions of this Agreement. You acknowledge that otherwise Provider would not have accepted the Order Form on the economic terms stated in it, and you agree not to seek remedies in excess of such limitations.
2. Except as expressly provided otherwise in this Agreement, NEITHER PROVIDER nor its subsidiaries, parent company, employees, officers, directors or affiliates, if any, WILL BE LIABLE TO you or any person claiming through you in contract, tort, or otherwise, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES, arising from or relating to any alleged or actual breach of this Agreement or from the use of, the results of the use of, or the inability to use the Technology, including, as examples but not limitations, lost profits or other economic loss, loss of privacy, loss of confidential information, arising from the use of, the results of the use of, or the inability to use the Technology, even if Provider has been advised of the possibility of such damages.
3. Except as expressly provided otherwise in this Agreement, to the greatest extent permitted by law, THE MAXIMUM AGGREGATE LIABILITY OF PROVIDER and its suppliers, subsidiaries, parent company, or affiliates, if any, to you, or to any person claiming rights through you, in respect of any and all claims arising from or related to this Agreement, in contract, tort, or otherwise, WILL BE THE AGGREGATE AMOUNT OF THE APPLICABLE FEES PAID BY YOU FOR THE THEN-CURRENT TERM OR USAGE PERIOD.
4. EXCEPTION: The maximum-aggregate-liability limitation of this clause does not apply to any provision of this Agreement that requires one party to provide a defense to another party against third-party claims.
5. No remedy limitation of this Agreement will apply in any case where enforcement of the limitation would be contrary to law, including for example in cases of injury (including death) to persons or tangible property that proximately result from breach of this Agreement.
6. Some jurisdictions do not permit limitation or exclusion of remedies under some circumstances, so some or all of the foregoing limitations may not apply to you.

11. Confidential information; data privacy; business associate agreement

1. You represent that, to the best of your knowledge, applicable law does not prohibit you from using the Technology.
2. If you manage the personal data of one or more individuals using the Technology, you represent and warrant that you have been authorized to do so by each such individual.
3. You must comply at all times with all applicable laws, regulations, and requirements concerning the protection of privacy and personal information including without limitation, the European Union’s General Data Privacy Regulation (“GDPR”) and California Consumer Privacy Act (CCPA) (collectively, “Privacy Law”).
4. You acknowledge that Privacy Law may require, for example, that you register as a data controller with a local privacy data office and obtain the consent of an individual before you use the Technology to manage user data associated with that individual.
5. You agree to notify Provider promptly if you suspect:
   • that someone else has obtained access to your user ID or password, or
   • that a breach of security has occurred, is about to occur, or is being planned, where the breach concerns the Technology.
6. You agree that Provider may collect, store, and use non-public and/or personal information that you provide to Provider as stated in — and subject to the restrictions of — this section 11.
7. During and after the License term, Provider will NOT use your non-public and/or personal information collected by the Software (collectively, “Your Information”); disclose it to third parties; nor transfer it to other countries, EXCEPT as follows:
   • Provider may use and/or disclose Your Information as stated in this Agreement or otherwise with your consent;
   • Provider may use Your Information in connection with providing the Technology;
   • Provider may use Your Information in connection with making efforts to improve the Technology and/or to develop new products and/or services; and/or
   • Provider may use Your Information in connection with creating statistical analyses and industry-segment profiles, which Provider may publish or otherwise disclose, publicly or privately — BUT in any such disclosure, any content derived from Your Information will be anonymized and/or aggregated so that it does not identify you or your users;
   • Provider may disclose Your Information to Provider’s contractors for purposes of Provider’s use or processing of the information under subdivisions (2) through (4) above — BUT any such disclosure must impose confidentiality obligations on the contractor that are substantially similar to those of this Agreement UNLESS otherwise stated in this section 10;
   • Provider may use and/or disclose Your Information as provided by law or required by compulsory legal process — BUT in any such case, unless prohibited by law or requested otherwise by law enforcement, Provider will:
     1. endeavor to promptly alert you to any such disclosure requirement;
     2. provide reasonable cooperation in any efforts you make to limit the disclosure; and
     3. disclose only so much of Your Information as is required by the law or legal process (as finally determined by our legal counsel);
   • Provider may disclose Your Information as part of a sale or other disposition of substantially all of the assets of Provider’s business associated with the Service and/or the Software.
8. If your account is canceled or otherwise terminated (whether by you or us), then the following will apply:
   • Provider reserves the right to delete information collected by the Software your stored information in due course. (NOTE: In case your account is reactivated, Provider normally will not delete your stored information sooner than 30 days after the effective date of termination of your account. After that, it might not be possible to retrieve your stored information from Provider's backup systems.)
   • Provider will delete Your Information (if any) that is stored in the Software’s data stores if you so request in writing, SUBJECT TO THE EXCEPTIONS in sections 10.9 below.
   
   
9. Provider reserves the right:
   • to retain your stored information in its backup systems after termination of your account, pending overwriting of that information — generally within 12 months after termination — in accordance with Provider's usual processes for reusing backup media; Provider will continue to abide by this section 10 in respect of any such retained information;
   • to indefinitely retain and use anonymized and/or aggregated information under section 11.7(4); and
   • to indefinitely retain and use normal customer-relationship information concerning you and/or your personnel such as (without limitation) billing records, contact information, and the like.
10. DISCLOSURE TO CALIFORNIA RESIDENTS: If you are a consumer residing in California, you have certain rights under the California Consumer Privacy Act, including:
    • the right to request deletion of your personal information — but if we delete your personal information, it’s very likely that you would no longer be able to use the Service;
    • the right to request information about what personal information of yours we have retained, sold, and/or disclosed for commercial purposes;
    • the right to request a list of the categories of personal information we have sold about consumers in the preceding 12 months, tracking specified enumerated categories;
    • the right to request a separate list of the categories of personal information we have disclosed about consumers for a business purpose in the preceding 12 months, tracking the same specified enumerated categories; and
    • the right to opt out of the sale of your personal information.
11. You might have signed up to use the Technology via a reseller or other third party, and that third party is providing you with technical support for your use of the Technology; if that is the case, then Provider may provide that third party with access to your information for support purposes or for other purposes of your agreement with Provider and/or with that third party.
12. Provider will:
    • make reasonable efforts to process Your Information only to the extent necessary for the performance of Provider’s obligations or the exercise of Provider’s rights under this Agreement;
    • implement and maintain appropriate operational and technical measures to guard against unauthorized or unlawful access to or processing of Your Information and against accidental loss or destruction of, or damage to, Your Information;
    • make reasonable efforts to ensure:
      1. that only those Provider employees who are engaged in the provision of the Technology have access to Your Information;
      2. that such employees are reliable and have been made aware of, understand and will comply with the terms of this Agreement; and
      3. that such employees have undergone training in privacy law and in the care and handling of data.
13. BUSINESS ASSOCIATE AGREEMENT NOT NECESSARY: Provider assumes that the Technology will be used "[f]or the proper management and administration" of your business under 45 C.F.R. § 164.504(e)(4)(i)(A); consequently, even if you are a “business associate” of a “covered entity” under HIPAA, a business associate agreement between you and Provider should not be necessary. (NOTE: The previous sentence should not be relied on as a substitute for advice from licensed legal counsel; Provider suggests that you check with your own legal counsel to confirm that under 45 C.F.R. § 164.504(e)(4)(ii)(B), a business associate is allowed to disclose protected health information to its subcontractors for its own management purposes as long as: "(1) The business associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person; and (2) The person notifies the business associate of any instances of which it is aware in which the confidentiality of the information has been breached.")
14. You acknowledge that Provider has not made any other representations or warranties on any of the matters that are the subjects of this section 10.

12. Payment; taxes

1. If you have not paid by credit card, then unless otherwise agreed in writing, for example in the Order Form, all invoices are due in U.S. dollars net 30 days from the date of your order.
2. Unless otherwise agreed in writing, Provider will (1) separately itemize any applicable sales taxes on the relevant invoice(s); and (2) timely report and remit those sales taxes to the proper authorities. For purposes of this Agreement, "sales tax" refers to any sales, excise, use, or similar tax, but not to any tax imposed on Provider’s net income.
3. If any amount due under the applicable Order Form or otherwise under this Agreement is not timely paid, Provider may suspend or terminate your access to the Service, including permanently deleting stored information after the end of any applicable grace period.
4. Provider reserves the right to charge interest on amounts remaining unpaid 30 days after the due date, beginning on that date, at 10% per month or the maximum amount permitted by law, whichever is less. Any interest charged in excess of that maximum amount will be deemed the result of a mistake and refunded with interest at the maximum legal rate.

13. Export controls

1. You will not transfer the Software, or any other software or documentation provided by Provider, except in compliance with U.S. export-control regulations or other applicable export laws. For example, you will not export or re-export any of the foregoing (i) to any person on a government- promulgated export restriction list, nor (ii) to any U.S.-embargoed countries. NOTE: Under U.S. law, unauthorized exports of the Software can occur, among other ways, by physical shipment; by electronic transmission of the Software; or by transfer or disclosure to a non-U.S. citizen within the U.S.
2. It is your responsibility to assure that any export, re-export, or other transfer (including, but not limited to, any electronic transfer) of the Software: (1) satisfies the requirements of section 740.17(b)(3) of the EAR for export under license exception ENC; or (2) is otherwise authorized, in accordance with the applicable EAR provisions.
3. You represent and warrant that: (a) you are not listed in any export restriction list; (b) you are not a citizen or resident of any U.S.-embargoed country; (3) you have not had your export privileges suspended, revoked, or denied by a governmental authority having jurisdiction.
4. If Provider so requests, you will sign written assurances and other export-related documents as may be required to comply with applicable export laws.
5. The information on export laws provided in this Agreement is not necessarily complete. For more information on export laws, please refer to the United States Commerce Department Bureau of Export Administration at (202) 482-2440, or (202) 482-4811.

14. Beta testing

1. This section applies if the parties agree that you will be a beta tester of a new version of the Technology or some portion thereof ("Beta Technology").
2. You will advise Provider of any problems that you encounter in using the Beta Technology. Provider will have the right to adopt, adapt, and/or use any ideas or suggestions that you make or give to Provider relating to the Beta Technology, permanently and throughout the world, without compensation to you. You will provide Provider with reasonable information about the performance of the Beta Technology upon request;
3. You may not, without Provider’s prior written consent, disclose any information about the Beta Technology, its design and performance specifications, its code, or the existence of the beta test and its results to anyone other than your employees who are performing the testing; and
4. The test period will last from the date Provider delivers the Software to you until Provider gives you notice that the testing period is ending. Your right to use the Beta Technology Software will terminate at the end of the test period or when Provider asks you to cease using the Beta Technology, whichever occurs first. Upon the conclusion of the testing period or at Provider’s request, you will promptly destroy the original and all copies of any software provided to you as part of the Beta Technology.

15. Amendments & Modifications

1. Provider reserves the right, at any time it deems appropriate, to modify the Technology; to offer new service plans and discontinue existing ones (subject to your existing rights under your then- current subscription); and to modify its pricing on a going-forward basis.
2. This Agreement will govern any new features or enhancements to the Technology that Provider may release from time to time (in our sole discretion) unless Provider elects to release them under a separate agreement.
3. Any subsequent version of Provider's license agreement to which you agree will supersede this Agreement in respect of the applicable Software.
4. Except as provided below, Provider may unilaterally amend this Agreement, or any exhibit, schedule, or appendix of this Agreement, by giving you at least 30 days prior notice.
   • IF: You are unwilling for your license to continue under the amended Agreement; THEN: You must cease using the Technology and terminate the Agreement by giving notice to Provider no later than the effective date of the amendment. If you continue to use the Technology after that date, you will be deemed to have assented to the amendment.
   • For the avoidance of doubt:
     1. No unilateral amendment will retroactively modify any binding dispute-resolution provision of this Agreement (for example, a binding-arbitration provision) in respect of any then-accrued claim of breach of the Agreement by one signatory party against another unless those parties expressly agree otherwise; and
     2. without your express written agreement, a unilateral amendment will not retroactively eliminate or modify any right you have already exercised, including for example any right to demand that Provider perform an obligation, under the Agreement.
5. Otherwise, this Agreement may be amended only by a writing that so states and is signed by the parties; each party agrees not to assert otherwise in any forum.
6. If you provide Provider (or previously provided Provider) or an authorized Provider reseller with a purchase order or similar document, any terms, conditions, or provisions appearing therein will be given effect if and only if the purchase order meets the conditions of this "Amendments & modifications" section.

16. Breach

1. Notice of breach: The nonbreaching party will inform the breaching party in writing of any breach promptly after learning of circumstances alleged to constitute a breach of this Agreement.
2. Cure periods for specific breaches: The breaching party will have a cure period as follows:
   • Failure to pay an undisputed amount when due, or breach of an insurance obligation: 10 business days.
   • Curable failure to meet an agreed written deadline without a specified cure period: 5 business days.
   • Curable breach of a confidentiality obligation: 3 business days.
   • Curable breaches not otherwise specified: 30 days.
   • Non-curable breaches: no cure period.
3. Suspension: If you materially breach this Agreement, Provider reserves the right to immediately suspend your right to use the Technology by notice to you.
   By way of example and not of limitation, pursuant to the safe-harbor provisions of the Digital Millennium Copyright Act (DMCA), if we conclude that you have infringed the intellectual property rights (for example, copyrights, trademarks, patents, rights in confidential information) of Provider or its providers, or that you are inducing, permitting, or knowingly assisting others to do so, we have the right to suspend your right to use the Technology.

17. Relationship maintenance

1. Status review conferences: Each party will participate in conferences, by phone or in person, to review status and assumptions and to plan future actions, as reasonably requested by either party. The parties anticipate that the standard agenda for such conferences will include, as appropriate: (1) progress made in agreed undertakings; (2) problems encountered or anticipated; (3) plans for future action; and (4) assumptions being made.
2. Early neutral evaluation (non-binding): In any dispute, at either party's request the parties will jointly consult an experienced, knowledgeable, neutral individual, informally and in confidence, for non-binding advice as to what would constitute a responsible resolution of the dispute. Any procedural disagreement concerning the consultation will be resolved by reference to the Early Neutral Evaluation Procedures of the American Arbitration Association, to the extent not inconsistent with this Agreement.

18. Termination

1. Termination for material breach: If a material breach of this Agreement is not timely cured (see Breach), then the nonbreaching party may terminate this Agreement by written notice of termination to the breaching party.
2. Survival after termination: Termination of this Agreement will not affect already-accrued rights and obligations. The rights and obligations set forth in herein (if any) concerning the following subjects will survive termination, no matter how caused: confidentiality; indemnification and defense against third-party claims; intellectual-property ownership; warranty rights and - disclaimers; remedy limitations; relationship maintenance (section 17).
3. Post-termination actions: Upon any termination of this Agreement, the parties will take such action as may be reasonably necessary to wind up their relevant business together in a responsible manner, each at its own expense unless otherwise agreed in writing.

19. General provisions

1. Applicability: For the avoidance of doubt, this Agreement governs your use of any updates, supplements or add-on components of the Technology that Provider may provide or make available to you, unless accompanied by separate standalone terms that exclude the applicability of this Agreement.
2. Assignment restrictions:
   
   • In the context of assignments of this Agreement, the term "restricted party" refers to: Each party.
   • A restricted party may not assign this Agreement without the prior written consent of the other party except to the extent (if any) expressly authorized by this Agreement. Any other purported assignment of this Agreement by a restricted party will be void.
3. Assignment with business assets: Either party may assign this Agreement without consent in conjunction with assignment of substantially all the assets of its business related specifically to this Agreement.
4. Assignment - prompt notice afterwards: Any party assigning this Agreement will notify the other party promptly thereafter.
5. Assignment - any prior notice is confidential: IF: a party elects to give another party prior notice of an impending assignment in connection with a transaction that has not been publicly announced; THEN: At the assigning party's request the other party will keep all information disclosed to it about the transaction (including for example the existence or the pending negotiation of the transaction) in strict confidence, including compliance with any applicable insider-trading laws, until the disclosed information becomes publicly known.
6. Authorized signatures: Each person signing this Agreement on behalf of a party other than himself or herself (whether by signing a hard copy, clicking on "I agree" or comparable language, or in any other manner) represents that he or she has been duly authorized to do so.
7. Change of address: You agree to notify Provider promptly if your email address or other contact information changes.
8. Effective date – when signed or clicked: This Agreement is effective as follows:
   • IF: This Agreement is being signed, electronically or in hard copy, or if it is incorporated by reference in an electronically- or hard-copy signed agreement (such as, for example, a Provider sales quotation signed by you); THEN: This Agreement is effective when signed by the last party to do so.
   • IF: You are presented with this Agreement on-screen as part of a Web site sign-up process or during installation of software on your computer; THEN: This Agreement is effective when you click on "I agree" or take comparable action.
9. Email communications: You authorize Provider to communicate with you by email as well as postal and delivery services.
10. English language: By express agreement of the parties, this Agreement and certain of its appendixes, exhibits, and attachments, if any, are written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America. [French translation: Les parties conviennent expresssément que le présent Accord ainsi que toutes ses annexes seront rédigés en langue Anglaise et interprétés par référence à la terminologie utilisée aux Etats-Unis.] In the event of a disparity between the English version and any non-English version of this Agreement, the English version will govern.
11. Entire agreement:
    • This Agreement, including any exhibits, attachments, riders, or appendices as well as any other document expressly incorporated by reference, is the parties' final, complete, exclusive, and binding statement of the terms and conditions of their agreement concerning its subject matter.
    • For the avoidance of doubt, in entering into this Agreement, neither party is relying on any promise or representation by the other party that is not stated in (or expressly incorporated by reference into) this Agreement.
    • Other or additional terms and conditions may apply to specific portions or features of the Technology; in case of a conflict between them and this Agreement, the former will control, but only as to your use of the relevant portion or feature.
12. Force majeure:
    
    • Except as expressly provided otherwise in this Agreement, neither party (the 'nonperforming party') will be liable for failure of timely performance if: (i) the failure resulted from one or more events beyond the reasonable control of the nonperforming party, and (ii) the failure-causing effect of the event(s) could not reasonably have been avoided by the nonperforming party.
    • In any such case: • the nonperforming party will keep the other party reasonably informed about any such failure; and • any deadlines for performance will be equitably extended.
    • Failure to pay money due is excused by this clause only if the failure resulted from a failure in third-party payment systems.
13. Forum selection: The court(s) having subject-matter jurisdiction in Salt Lake City, Utah, USA will have non-exclusive jurisdiction of any action or proceeding arising out of this Agreement that is not required to be arbitrated.
14. Governing law: All disputes arising out of this Agreement are to be decided in accordance with the law of the United States of America and the State of Utah that would be applied, by the courts having jurisdiction there, to contracts made and performed entirely there by residents thereof.
15. Governing law - exclusion of UN CISG Convention: The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.
16. Governing law - exclusion of UCITA: The Uniform Computer Information Transactions Act will not govern this Agreement.
17. Headings: The headings in this Agreement are used for convenience only and are not to be deemed as expanding or limiting any right or obligation herein.
18. Independent contractors: Except as may be expressly provided otherwise in this Agreement, the parties intend for their relationship defined by this Agreement to be strictly that of independent contractors; each party will conduct itself accordingly.
19. Independent contractors - specific requirements:
    • Neither party will hold itself out as an employee, agent, partner, joint venture, division, subsidiary, or branch of the other party.
    • Neither party has, nor will it hold itself out as having, authority to make commitments or representations on behalf of the other party except to the extent, if any, that this Agreement expressly states otherwise.
20. Invalidity of provision: If any provision of this Agreement is held to be invalid, void, unenforceable, or otherwise defective by a court or other tribunal of competent jurisdiction, then:
    • all other provisions will remain enforceable; and
    • the provision will be deemed modified, solely in the jurisdiction in question, to the minimum extent necessary to cure the defect.
21. Legal challenges: If a court or other authority issues a ruling or order, or a legislative or administrative body enacts a statute, regulation, or interpretation, and Provider concludes that an aspect of the Technology or of this Agreement may be in conflict therewith, then Provider reserves the right to suspend or terminate all or any relevant aspect of the Service.
22. Limitation period: Any action for breach of this Agreement, in any judicial or other forum, must be commenced within one year following the accrual of the right of action.
23. Mitigation of damages: In the event of a breach of this Agreement, the other party will use reasonable efforts to mitigate its damages arising from or relating to the breach.
24. Notices:
    
    • Provider may give any notice under this Agreement (i) by making it available on the Provider Web site and displaying a suitable advisory on the site while you are accessing it, or (ii) sending you an email to the address you have listed in our records.
    • All other notices required or permitted by this Agreement: (i) must be in writing; and (ii) must be marked for the attention of a specific individual or position.
    • Notices under this Agreement are effective:
      1. when received or refused by the addressee, as shown for example by delivery- service confirmation or an email "delivered" or "read" confirmation message; or
      2. after reasonable but unsuccessful attempts at delivery.
    • Notices may be sent to the parties' respective addresses shown in this Agreement, or to such other address as a party designates by notice or by other reasonable written communication.
    • Any party sending notice of breach or termination is encouraged (but not required) to separately send a courtesy copy, by any reasonable method, to the attention of the general counsel of the party being notified.
25. Prohibitions: Wherever this Agreement prohibits or restricts a party from doing something, that party is also prohibited or restricted from attempting to do so and from inducing, soliciting, permitting, or knowingly assisting anyone else to do so, whether for its own benefit or otherwise.
26. Redlining: Each party represents that it has "redlined" or otherwise flagged its revisions (if any) of drafts of this Agreement and associated documents that it has sent to the other party.
27. Signature & delivery of this Agreement: If this Agreement is signed and delivered, that may be done in separate counterpart originals and/or in electronic delivery of copies in PDF format; delivery of a signed signature page will count as delivery of the signed document. All signed counterparts constitute one and the same instrument. Any counterpart may comprise one or more duplicates, any of which may be signed by less than all of the parties provided that each party whose execution is required signs at least one of the same.
28. Third-party beneficiaries disclaimed: For the avoidance of doubt, no individual or organization is entitled to claim any right, remedy, or benefit, of any kind, under this Agreement except for: • the signatories to this Agreement and their respective successors and permitted assigns; and • to the extent, if any, that this Agreement expressly states otherwise.
29. Waivers: A waiver by either party of a particular condition, right, or obligation arising under this Agreement (A) is to be given effect only if it is expressly stated in a document signed by that party, and (B) is to be strictly construed.