UVeritech, Inc. User Agreement

These UVeritech Master Services Agreement (“Agreement”) set forth the terms for Customer’s use of the Services and are effective as of the date Customer accept or otherwise agree to the terms of this Agreement (“ ”). This Agreement is between the applicable UVeritech entity identified below (“UVeritech”) and (“Customer”) are accepting or otherwise agreeing to the terms of this Agreement as identified on the attached “Addendum “A” – Order Form”, which is hereby incorporated into this agreement. (“Customer”).

1. Definitions

1.1 “Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

1.2 “Customer Data” means data and other information made available by Customer to UVeritech in connection with Customer’s use of the Services under this Agreement.

1.3 “Customer Services” means any software application, including APIs, or other products and services provided by Customer and used in connection with Customer’s use of the Services under this Agreement. If applicable, Customer Services includes sources from which Customer choose to retrieve Customer Data and destinations to which Customer choose to transmit Customer Data using the Services.

1.4 “Documentation” means UVeritech’s documentation, including any usage guides and policies, for the Services.

1.5 “End User” means any user of the Services, including via any Customer Services.

1.6 “Identity Verification Data” means certain attributes returned to Customer by UVeritech relating to Customer’s submission of any data or information relating to Customer’s consumers through the Identity Verification Services.

1.7 “Identity Verification Services” means the mobile identification and authentication services provided by UVeritech and certain data service providers which provide Customer with Identity Verification Data.

1.8 “Order Form” means an ordering document between Customer and UVeritech, or any of their Affiliates, that specifies mutually agreed upon rates for certain Services and any commercial terms related thereto.

1.9 “Services” means the products and services provided by UVeritech or its Affiliates, as applicable, that (a) Customer uses, including, without limitation, products and services that are on a trial basis or otherwise free of charge or (b) Customer order under an Order Form. Services excludes any Customer Services and Third-Party Services (as defined below).

1.10 “Service Usage Data” means any data that is derived from the use of the Services that does not directly or indirectly identify Customer, Customer’s End Users, or any natural person and, subject to any restrictions under applicable law or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify Customer, Customer’s End Users, or any natural person.

1.11 “Support Terms” means the support-related terms for the Services,

1.12 “Third-Party Services” means any products, services, or software components that are purchased by Customer from UVeritech, but provided, or otherwise made available, by a third party (i.e., a party other than UVeritech). Third Party Services are governed by a separate agreement between Customer and the third-party provider.

1.13 “UVeritech Data Protection Addendum” means the personal data processing-related terms for the Services, the current version of which is available at https://www.fraudfighter.com/palidin-data-processing-addendum.

Any capitalized term not defined in this Section 1 will have the meaning provided in this Agreement.

2. Services

2.1 Provision of the Services. UVeritech will provide the Services to Customer pursuant to this Agreement, the applicable Documentation, and any applicable Order Form(s). UVeritech will provide the Services in accordance with laws applicable to UVeritech’s provision of the Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), subject to Customer’s use of the Services in accordance with this Agreement, the applicable Documentation, and any applicable Order Form(s), and provide commercially reasonable efforts to provide Customer with applicable support for the Services.

2.2 Customer Responsibilities. Customer will:

2.2.1 be solely responsible for all use of the Services and Documentation under Customer’s account and the Customer Services;
2.2.2 not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to Customer’s End Users) or offer them on a standalone basis;
2.2.3 use the Services only in accordance with this Agreement, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation;
2.2.4 be solely responsible for all acts, omissions, and activities of Customer’s End Users, including their compliance with this Agreement, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation;
2.2.5 use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify UVeritech promptly of any such unauthorized access or use;
2.2.6 provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and
2.2.7 comply with Customer’s representations and warranties set forth in Section 7 (Representations, Warranties, and Disclaimer).

2.3 Identity Verification Services Permissions/Restrictions.

2.3.1 Customer may use the Identity Verification Services solely to validate a consumer’s identity for the purpose of averting fraudulent transactions, performing identity verification, authenticating commercial transactions initiated by a consumer with Customer, or for such other purposes as may be expressly set forth in the applicable Identity Verification Services Order Form(s). Customer will not use the Identity Verification Services or Identity Verification Data (a) for marketing purposes or to sell products or services; (b) to create a consumer report or allow use by a consumer reporting agency for the purpose of creating a consumer report; or (c) for verifying worthiness or eligibility for credit, insurance, or employment.
2.3.2 In the event that Customer or an End User uses the Identity Verification Services or Identity Verification Data for compliance with any law, regulation or similar requirement applicable to Customer, Customer shall be solely responsible for such compliance, including without limitation the sufficiency of the Identity Verification Data for such purpose and any and all selection of criteria or attributes used in Customer or End User’s decision.
2.3.3 DISCLAIMER. UVERITECH HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OR OTHER ASSURANCE THAT CUSTOMER OR END USER’S USE OF AN IDENTITY VERIFICATION DATA WILL BE SUFFICIENT TO COMPLY WITH APPLICABLE LAW, WHETHER OR NOT UVERITECH HAS BEEN APPRISED OF SUCH USE. UVERITECH SHALL NOT BE DEEMED TO HAVE RENDERED TO CUSTOMER, CUSTOMER’S AFFILIATES, OR ANY END USER ANY LEGAL OR OTHER ADVICE.

2.4 Backup of Data. Customer is responsible for properly configuring and using the Services. This obligation includes taking appropriate action to project, secure, and backup Customer Data in a manner that is appropriate for Customer’s use of the Services.

2.5 Suspension of Services. UVeritech may suspend the Services upon written notice to Customer if UVeritech, in good faith, determines: (a) that Customer’s use of the Services is fraudulent or materially and negatively impacting the operating capability of the Services; (b) that its provision of the Services is prohibited by applicable law or regulation; (c) there is any use of the Services by Customer or Customer’s End Users that threatens the security, integrity, or availability of the Services; or (d) that information in Customer’s account is untrue, inaccurate, or incomplete. Customer remain responsible for the Fees (as defined in Section 3.3 (Payment Terms)).

2.6 Changes to the Services. Customer acknowledge that the features and functions of the Services may change over time; provided, however, UVeritech will not materially decrease the overall functionality of the Services. It is Customer’s responsibility to ensure the Customer Services are compatible with the Services.

3. Fees and Payment Terms

3.1 Fees. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and fees, Taxes, and Communications Surcharges (collectively, “Fees”), once paid, are non-refundable. If Customer fails to make any payment when due, without limiting UVeritech’s other rights and remedies: (a) UVeritech may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse UVeritech for all reasonable costs incurred by UVeritech in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for 10 days or more, UVeritech may suspend Customer’s and its End Users’ access to any portion or all of the Services until such amounts are paid in full.

3.2 Invoices. Except as otherwise set forth in the applicable Order Form(s), invoices will be sent to Customer prior to using the services, via email to the email address(es) Customer designates, and Customer will pay the Fees due within thirty (30) days of the date of the invoice. Customer agree to pay the fees set forth in the applicable Order Form(s) without offset or deduction. Customer agrees and understands that they will be pre-paying for a fixed quantity of the service, and that when the prepaid quantity has been used, they will need to purchase additional prepaid quantities in order to continue using the service.

3.3 Taxes and Other Charges. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). Customer will pay all Taxes in connection with this Agreement, excluding any taxes based on UVeritech’s net income, property, or employees. If applicable, all fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). Customer will pay all Communications Surcharges in connection with Customer’s use of the Services. Customer will pay all costs, fines, or penalties that are imposed on UVeritech by a government or regulatory body or a telecommunications provider because of Customer’s or Customer’s End Users’ use of the Services.

4. Ownership, Customer Data, and Confidentiality

4.1 Ownership Rights. As between the parties, UVeritech exclusively owns and reserves all right, title, and interest in and to the Services, the Documentation, UVeritech’s Confidential Information (as defined in Section 4.3.1 (Definition)), Service Usage Data, and any feedback or suggestions (“Suggestions”) Customer or Customer’s End Users provide regarding the Services. As between the parties, Customer exclusively own and reserve all right, title, and interest in and to the Customer Services, Customer’s Confidential Information, and Customer Data, subject to UVeritech’s rights to process Customer Data in accordance with this Agreement. Customer represent and warrant to UVeritech that: (a) Customer or Customer’s licensors own all right, title, and interest in and to Customer Data and Suggestions; (b) Customer have all rights in Customer’s Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) neither the disclosure or collection on Customer’s behalf of Customer Data or Suggestions, nor End Users’ use of Customer Data or the Services will violate any applicable law or regulation applicable to Customer.

4.2 Customer Data. Customer grants UVeritech and its Affiliates the right to process Customer Data as necessary to provide the Services in a manner that is consistent with this Agreement and the UVeritech Data Protection Addendum. Customer is responsible for the quality and integrity of Customer Data.

4.3 Confidentiality.

4.3.1 Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, this Agreement, Order Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, inventions, and financial, technical, or other business information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party’s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
4.3.2 Use and Disclosure. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party’s Affiliates, and Receiving Party’s and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in UVeritech’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under this Agreement. Receiving Party will be responsible for its Representatives’ compliance with this Section 4.3. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 4.3. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.
4.3.3 Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.
4.3.4 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 4.3 and that, in the event of an actual or threatened breach of the provisions of this Section 4.3, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
4.3.5 Use of Marks. Customer grant UVeritech the right to use and display Customer’s name, logo, and a description of Customer’s use case(s) on UVeritech’s website, in earnings releases and calls, and in marketing and promotional materials, subject to Customer’s standard trademark usage guidelines that Customer expressly provide to UVeritech.
4.3.6 Suggestions. If Customer provide any Suggestions to UVeritech, UVeritech will be entitled to use the Suggestions without restriction. Customer hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

5. Compliance with Laws

5.1 Each Party shall comply with all applicable law related to the performance of its obligations under this Agreement. Customer will take reasonable steps to ensure that it only provides Customer Identity Verification Services to bona-fide business entities. In the event of any audit or investigation by a Governmental Authority, each Party shall provide the other party’s legal counsel with assistance reasonably required to address any issues of non-compliance that may be raised by such audit or investigation.

6. Data Protection

6.1 Each Party agrees to implement reasonable security measures to protect Customer data and will, at a minimum, utilize industry standard security procedures

7. Representations, Warranties, and Disclaimer

7.1 Power and Authority Representation. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.

7.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. Customer will promptly notify UVeritech in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by UVeritech. If applicable, Customer represent that Customer have obtained, and warrant that Customer will continue to obtain, all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and in Customer’s case, also Customer’s End Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). Customer will immediately (i) discontinue Customer’s use of the Services if Customer become placed on any Sanctions List and (ii) remove Customer’s End Users’ access to the Services if Customer’s End Users become placed on any Sanctions List. Customer represent that Customer have not, and warrant that Customer will not, export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 7.2. If Customer’s account is blocked because it is operating in a country or region prohibited under this Section 7.2, Customer will receive notice of Customer’s account being inoperable when Customer attempt to log into Customer’s account in such prohibited country or region.

7.3 Consents and Permissions. Customer represents and warrants that Customer have provided and will continue to provide adequate notices, and that Customer have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to UVeritech for processing pursuant to Section 4.2 (Customer Data).

7.4 Services. UVeritech represents and warrants that the Services perform materially in accordance with the applicable Documentation. Customer’s exclusive remedy for a breach of this Section 7.4 will be, at UVeritech’s option, to (a) remediate any material non-conformity or (b) refund Customer the Fees paid for the time during which the affected Services do not comply with this Section 7.4.

7.5 DISCLAIMERS.

7.5.1 SERVICE DISCLAIMERS. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. UVERITECH ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS. CUSTOMER ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT UVERITECH WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. UVERITECH MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA OFFERINGS, CUSTOMER SERVICES, OR THIRD-PARTY SERVICES WHATSOEVER.
7.5.2 DISCLAIMER OF WARRANTY REGARDING IDENTITY VERIFICATION DATA. UVERITECH MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE IDENTITY VERIFICATION DATA, AND HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR CURRENTNESS OF IDENTITY VERIFICATION DATA, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

8.1 Indemnification by UVeritech

8.1.1 Scope of Indemnification. UVeritech will defend you, Customer’s Affiliates, and each of their directors, officers, and employees (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party by a third party alleging that UVeritech’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“UVeritech Indemnifiable Claim”). UVeritech will indemnify Customer from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by UVeritech for a UVeritech Indemnifiable Claim.
8.1.2 Infringement Options. If UVeritech’s provision of the Services has become, or in UVeritech’s opinion is likely to become, the subject of any UVeritech Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, UVeritech may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement, or, if applicable, terminate the Services that are the subject of any UVeritech Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund Customer any unused pre-paid Fees.
8.1.3 Limitations. UVeritech will have no liability or obligation under this Section 8.1 with respect to any UVeritech Indemnifiable Claim arising out of (a) Customer’s use of the Services in breach of this Agreement; (b) the combination, operation, or use of the Services with other applications, portions of applications, products, or services, including, without limitation, the Customer Services or Third Party Services, where the Services would not by themselves be infringing; or (c) Services for which there is no charge or Beta Offerings.

8.2 Indemnification by Customer. Customer will defend UVeritech, its Affiliates, and each of their directors, officers, and employees (collectively, “UVeritech Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a UVeritech Indemnified Party by a third party alleging or arising out of: (a) Customer’s or Customer’s End Users’ breach of Section 2.2 (Customer Responsibilities) or (b) any Customer Services infringing or misappropriating such third party’s intellectual property rights (collectively, “Customer Indemnifiable Claims”). Customer will indemnify UVeritech from any fines, penalties, damages, attorneys’ fees, and costs awarded against a UVeritech Indemnified Party or for settlement amounts that Customer approve for a Customer Indemnifiable Claim.

8.3 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Customer Indemnifiable Claim or UVeritech Indemnifiable Claim (individually or collectively referred to herein as a “Claim”)in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 6 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.

8.4 Exclusive Remedy. This Section 8 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

9. Limitation of Liability

9.1 WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICES OR AWS CONTENT, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES OR AWS CONTENT, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICES OR AWS CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER’S CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 8.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Term, Termination, and Survival

10.1 Agreement Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with Section 10.2 (Termination) (“Term”).

10.2 Termination.

10.2.1 Material Breach. Either party may terminate this Agreement (including all Order Form(s) and Services that are in effect) in the event the other party commits any material breach of this Agreement and fails to remedy such breach within fifteen (15) days of the date of written notice of such breach. If UVeritech terminates this Agreement because of Customer’s material breach, then UVeritech will also close Customer’s accounts.
10.2.2 Insolvency. Subject to applicable law, either party may terminate this Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
10.2.3 Survival. Upon termination of this Agreement, the terms of this Section 10.2.3 and the terms of the following Sections will survive: Section 2.1(c) (regarding the UVeritech Security Overview), Section 3 (Fees and Payment Terms), Section 4 (Ownership, Customer Data, and Confidentiality), Section 5.5 (Disclaimer), Section 6 (Mutual Indemnification), Section 7 (Limitation of Liability), Section 9 (General), and any applicable terms in Section 10 (Additional Terms).

11. General

11.1.1 Affiliates of Customer. Customer’s Affiliates may use the Services under and in accordance with the terms of this Agreement. Customer represent and warrant that Customer have sufficient rights and the authority to make this Agreement binding upon each of Customer’s Affiliates. Customer and each of Customer’s Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement and such Affiliate’s use of the Services. Only Customer will bring any claim against UVeritech on behalf of Customer’s Affiliates.
11.1.2 Affiliates of UVeritech. An Affiliate of UVeritech may provide the Services, or a portion thereof, to Customer or Customer’s Affiliates, as applicable, in accordance with this Agreement and any applicable Order Form(s) with such Affiliate of UVeritech. UVeritech will (a) be responsible for the Services its Affiliates provide and (b) not be relieved of its obligations under this Agreement if its Affiliates provide the Services or a portion thereof. UVeritech will enforce the terms of this Agreement relating to the Services its Affiliates provide. Notwithstanding anything to the contrary in this Agreement, an Affiliate of UVeritech may directly bill Customer or Customer’s Affiliates, as applicable, (i) for the Services it provides or (ii) solely as a billing agent for UVeritech or the Affiliate of UVeritech providing the Services, as applicable.

11.2 Confidentiality and Publicity. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or the identity of the Parties or otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior advance written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, where such use is necessary for provision of the Services

11.3 Assignment. Neither party may assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement or any applicable Order Form(s), in whole or in part, without consent to (a) a successor to all or part of its assets or business or (b) an Affiliate. Any attempted assignment or transfer by either party in violation hereof will be void. Subject to the foregoing, this Agreement and any applicable Order Form(s) will be binding on the parties and their respective successors and permitted assigns.

11.4 Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities, damages, or debts of any type whatsoever that may arise on account of its activities, or those of its employees and agents, in the performance of this Agreement. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.

11.5 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (including Customer’s End Users or an Affiliate) unless it expressly states that it does.

11.6 Notices. All notices, requests, and demands to UVeritech under this Agreement shall be sent to: Uveritech, Inc., 1743 S. Grand Ave., Glendora, CA, USA, 91740. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

11.7 Governing Law and Attorneys’ Fees. This Agreement will be governed by and interpreted according to the laws of State of California without regard to conflicts of laws and principles that would cause the application of the laws of another jurisdiction. Except as provided in Section 11.8 (Dispute Resolution), any legal suit, action, or proceeding arising out of or relating to this Agreement or the Services will be instituted in the applicable courts identified below and the parties hereby consent to the personal jurisdiction of these courts. In the event of any adjudication of any dispute under this Agreement, the prevailing party in such legal suit, action, or proceeding will be entitled to reimbursement of its attorneys’ fees and related costs by the non-prevailing party.

11.8 Dispute Resolution. In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the parties may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the English language in Los Angeles, California.

11.9 Force Majeure. No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, pandemic or endemic, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.

11.10 Waiver and Order of Precedence. No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form(s), (2) the UVeritech Data Protection Addendum, (3) the terms set forth in the body of this UVeritech Terms of Service, (4) any other terms incorporated by reference herein or any other exhibits or attachments hereto, and (5) the applicable Documentation.

11.11 Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.

11.12 Entire Agreement. This Agreement (including all exhibits and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by UVeritech, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement. The parties agree that any term or condition stated in Customer’s vendor registration form or registration portal or in any purchase order document or similar document will be construed solely as evidence of Customer’s internal business processes and the terms and conditions contained therein will be void and have no effect with regard to this Agreement, even if accepted by UVeritech or executed by the parties after the Effective Date.