Software-As-A-Service Platform Agreement

This Platform Agreement (this “Agreement”) governs your and your Authorized Users’ (as defined below) access to and use of our proprietary insurance management software-as-a-service (SaaS) solution (the “Platform”), which is made available to you (“Customer,” “you,” or “your”) by Indemna Corporation (“Indemna,” “we,” “our,” or “us”) via our website (the “Website”). Customer and Indemna are referred to herein individually as a “Party” and collectively as the “Parties.” 

If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” refers to such entity. 

BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR AUTHORIZED USERS MAY NOT ACCESS OR USE THE PLATFORM. 

The Parties hereby agree as follows:

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
2. “Administrator” means one or more Authorized Users who are designated by Customer to oversee the onboarding of Authorized Users and grant permissions to Authorized Users to access various sections of the Platform.
3. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
4. “Analyses” means the data sets, reports, models, analyses, options, and related products that Indemna may make available to Customer, via the Platform or via email distribution, as part of the Services.
5. “Applicable Law” means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
6. “Authorized User” means Customer’s employees, contractors, or agents authorized by Customer to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to Customer. Customer is responsible for the acts and omissions of its Authorized Users and any other person who accesses and uses the Platform using any Authorized Users’ access credentials.  
7. “Confidential Information” means: (i) with respect to Indemna, the Platform, the Website, the Analyses, the Aggregate Data, the Usage Data, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to Customer, the Customer Data and any non-public information or material regarding Customer’s legal or business affairs, financing, employees, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party. 
8. “Customer Data” means any data that Customer or its Authorized Users submit to the Platform or Website, including, without limitation, Customer Documents and the personal information (such as name, email address, and other identifying information) of Authorized Users.
9. “Customer Documents” means the documents, information, and other materials that Customer uploads to the Data Room, including, without limitation, Customer’s insurance policies, tax returns, and related documents.
10. “Data Room” means the dedicated portal on the Platform where Customer may upload Customer Documents.
11. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform or the Website, as provided or made available by Indemna to Customer whether in a written or electronic form.
12. “Fees” means the fees we charge for the Services, as listed on our price list.
13. “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform or the Website, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform or the Website to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform or the Website.
14. “Services” means Indemna’s provision of access to and usage of the Platform, the Website, and the Analyses as and to the extent set forth in this Agreement.
15. PROVISION OF SERVICES.
16. Access to the Platform. Indemna hereby grants Customer during the Term (as defined below) a limited, non-exclusive, non-transferable (except as permitted under Section 14.1 below) license, without the right to grant sublicenses, to access and use the Platform solely for its own internal, business purposes. Access to the Platform is subject at all times to the terms and conditions of this Agreement.  
17. Modifications. We reserve the right to modify the Platform, the Website, and the Analyses from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Platform or Website, or any Analysis or portion thereof, at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Platform or the Website. 
18. Beta Features. From time to time, we may invite Customer to try “beta” features or functionalities of the Platform which are not generally available to our customers for production use at no charge. Customer may accept or decline any such trial in its sole discretion. Such beta features are for evaluation purposes only and not for production use, are not considered part of the Services under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any beta feature trial period will expire upon the date that a version of the beta feature becomes generally available to all of our customers for production use or upon the date that we elect to discontinue such beta feature. We may discontinue beta features at any time in our sole discretion and may never make them generally available as part of the Platform. We will have no liability to Customer or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and Customer’s use of any beta feature is at Customer’s own risk.
19. Service Levels. During the Term, Indemna, or our contractors, shall host the Platform on the Website, such that the Platform is available for use by Customer. Indemna and/or our contractors shall periodically monitor the Website and the Platform to optimize performance of the Platform, and shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We will notify Customer of any unavailability or other issue with the Platform or Website of which we have knowledge.
20. REGISTRATION; USER PERMISSIONS. 
21. Onboarding Authorized Users; Administrators. Authorized Users must log into the Platform. During the initial registration, Customer shall designate one (1) Authorized User as the administrator of your account (the “Administrator”). The Administrator shall be responsible for overseeing the onboarding of all other permitted Authorized Users and managing Log-in Credentials. Each Authorized User will be required to create an account, which includes a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User’s identity when he or she logs into the Platform in the future (collectively, “Log-in Credentials”). When creating an account, an Authorized User must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of Authorized Users’ Log-in Credentials, as well as for any use, misuse, or communications entered through the Platform. The Administrator shall promptly inform us of any need to deactivate a username, password, or other Log-in Credential. We reserve the right to delete or change Authorized Users’ Log-in Credentials at any time and for any reason. We will not be liable for any unauthorized use of an Authorized User’s account.
22. Permissions. Access to certain areas and functionalities of the Platform may be restricted to only those Authorized Users with express permissions. Such areas may include, without limitation, permissions to upload Customer Documents to the Data Room, and permissions to share Customer Documents with other Platform subscribers. Administrators shall have access to all areas and functionalities of the Platform, and shall have the ability to grant permissions to each Authorized User. Administrators shall be solely responsible for granting or denying access, and shall notify Indemna promptly if any permissions require modification.
23. DATA.
24. Business Profile. Customer shall create a business profile upon initial registration. Customer shall provide the following information for Customer’s business profile (all of which is deemed Customer Data hereunder): Customer’s business name; Customer’s business address; a description of Customer’s business; the name, email address, and telephone number of each of Customer’s principals; and such other information as Customer may provide. In addition to the foregoing Customer Data provided, Customer’s business profile may be auto-populated, and automatically updated by Indemna from time to time, based on information contained in or derived from Customer Documents uploaded to the Data Room by Customer. For example, Indemna may automatically pull information, such as Customer’s federal tax identification number or Customer’s state of incorporation, from one or more Customer Documents in the Data Room, such as Customer’s tax returns or Customer’s charter. Notwithstanding the foregoing, Customer, and not Indemna, is responsible for the accuracy and currentness of Customer’s business profile.
25. Data Rooms. Each time Customer uploads a Customer Document to the Platform, it will be placed in a dedicated Data Room for Customer which is stored on our third-party cloud service provider servers. Customer represents and warrants to Indemna that it will maintain accurate, up-to-date Customer Documents in the Data Room, and will mark expired, out-of-date, or otherwise inaccurate data for removal from the Data Room, or transfer to an “expired” folder. The Data Room is available to Customer at all times; provided, however, that only Authorized Users who are granted access to the Data Room by the Administrators shall have access. Part of the Platform’s functionality is to permit Customer to share Customer Documents, such as proof of insurance, with third parties in the regular course of Customer’s business. If Customer desires to share access to a Customer Document with a third party via the Data Room, such third party must be a registered Indemna subscriber, and Customer must invite such subscriber to view the applicable Customer Document(s) via the Platform. By granting a third-party subscriber access to a Customer Document, Customer does not automatically grant that subscriber access to any other Customer Document within the Data Room. Access to a Customer Document by a third-party subscriber may be revoked at any time by Customer via the access functionality on the Platform. Similarly, Customer may request access to another subscriber’s documents or data room (“Third-Party Data”), and shall only have access to such Third-Party Data if such subscriber authorizes Customer’s access thereto. If Customer is granted access to Third-Party Data via the Platform, by viewing such documents and information, Customer hereby represents and warrants to Indemna that it will maintain the confidentiality of such Third-Party Data pursuant to Section 7 below.
26. License to Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants Indemna a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to us (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data, including, without limitation, all Customer Documents, only for the purpose of providing the Services hereunder, including, without limitation, to populate Customer’s business profile on the Platform, to generate the Analyses, and to provide Validation (as defined below). Upon expiration or termination of the Agreement, we may retain an archival copy of the Customer Data kept in the normal course of business or for purposes of complying with Applicable Law.   
27. Aggregated Data. We monitor the performance and use of the Website and the Platform by Customer, and we collect data in connection therewith, including, without limitation, date and time that Authorized Users access the Platform and the Website, the portions or pages of the Platform and Website visited, the frequency and number of times such pages are accessed, and other usage data (the “Usage Data”). We may combine this Usage Data with other data (including Customer Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Aggregate Data does not identify Customer or any individual. Customer hereby agrees that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data. 
28. ANALYSES.
29. Informational Purposes. The Analyses may include recommendations from Indemna to improve Customer’s insurance policies, obtain lower rates, or other recommendations. Even though the Analyses may be used as aids to Customer to make informed business decisions, the Analyses are for informational purposes only, and should not be relied on by Customer as a substitute for Customer’s own business judgment and due diligence. The recommendations contained in the Analyses do not constitute Indemna’s endorsement of any third-party insurance company or service provider. In addition, although the Analyses may include reminders to Customer as to upcoming deadlines, expiration dates, or other important milestones, Customer, and not Indemna, is solely responsible for maintaining then accuracy and currentness of its insurance policies and other relevant documents.
30. Opting Out. Some of the Analyses Customer receives may include marketing or promotional materials about third-party insurers and service providers. Customer may manage its receipt of marketing and non-transactional communications from Indemna by clicking on the “unsubscribe” link located on the bottom of any Indemna marketing email. We will use commercially reasonable efforts to process such requests in a timely manner. Customer cannot opt out of receiving transactional e-mails related to its Indemna account.
31. VALIDATION. Indemna offers its own proprietary business validation (the “Validation”). Validation occurs at the time of Customer’s initial registration on the Platform, and from time to time thereafter if and when certain Customer Documents are updated. Indemna uses the Customer Documents, Customer’s business profile, and other information about Customer that may be publicly available (such as, for example, the Department of State corporations database in the state in which Customer was incorporated) to perform such Validation. Validation by Indemna signifies that Customer is a valid business entity, in good standing in its applicable jurisdiction of domesticity, and holding valid, current insurance policies. Notwithstanding the foregoing, Validation by Indemna does not constitute an endorsement by Indemna of such Validated entity, and may not be relied upon by Customer or any third party. Indemna does not guarantee that any Validation will be accurate or up to date. Indemna is not responsible for monitoring changes to Customer Documents, or any third-party subscriber’s documents, to ensure the accuracy or currentness of any Validation.
32. CONFIDENTIALITY; FEEDBACK.
33.  Confidentiality. At all times the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information. 
34. Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of Section 7.1 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in any act which violates Section 7.1, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of Section 5.1. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief. 
35. Third-Party Data. Without limiting the generality of anything in this Section 7, by requesting or gaining access to any third-party subscriber’s data via the Platform, Customer represents and warrants that it will maintain the confidentiality of all such data as though such data were Indemna’s Confidential Information hereunder. 
36. Feedback. During the Term, Customer may elect to provide us with feedback, comments, and suggestions with respect to the Platform, the Analyses, the Website, or the Services (“Feedback”). Customer agrees that Indemna will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer.
37. INTELLECTUAL PROPERTY. As between the Parties, all right, title, and interest in and to the Platform, the Website, the Analyses, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Indemna. Subject to Section 4.3 and Section 4.4, all right, title, and interest in and to Customer Data, and all intellectual property rights therein, will be and remain Customer’s sole and exclusive property.
38. USE AND LIMITATIONS OF USE.
39. Restrictions on Use. Customer will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to access and use the Platform; (ii) allow an Authorized User to share with any third party his or her Log-In Credentials; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform, the Website, or the Analyses; (iv) modify, adapt, or translate the Platform, the Website, or the Analyses; (v) make any copies of the Platform or the Website; (vi) resell, distribute, or sublicense the Platform, the Website, or the Analyses or use any of the foregoing for the benefit of anyone other than Customer or the Authorized Users; (vii) save, store, or archive any portion of the Services outside the Platform other than those outputs generated through the intended functionality of the Platform as set forth in the Documentation without the prior, written permission of Indemna in each instance; (viii) remove or modify any proprietary markings or restrictive legends placed on the Platform, the Website, or the Analyses; (ix) use the Platform, the Website, or the Analyses in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; or (x) introduce, post, or upload to the Platform or the Website any Harmful Code. 
40. Compliance. We have the right to monitor Customer’s compliance with this Section 9. If any such monitoring reveals that Customer is not using the Website, the Platform, or the Analyses in compliance with this Section 9 then Customer will remedy any such non-compliance within five (5) business days of receiving notice from us, including, if applicable, through the payment of additional Fees. Failure to remedy such default shall be deemed a material breach of this Agreement by Customer.
41. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER.
42. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) its performance under this Agreement shall comply with all Applicable Laws.
43. Disclaimer. CUSTOMER ACKNOWLEDGES THAT ALTHOUGH THE PLATFORM, THE WEBSITE, THE ANALYSES, THE VALIDATION, AND THE DATA AND INFORMATION PROVIDED BY INDEMNA HEREUNDER CAN BE USED AS AIDS TO CUSTOMER TO MAKE INFORMED BUSINESS DECISIONS, THE PLATFORM, THE WEBSITE, THE ANALYSES, THE VALIDATION, AND THE DATA AND INFORMATION PROVIDED BY INDEMNA HEREUNDER ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL, BUSINESS, OR INVESTMENT ADVICE OR CUSTOMER’S EXERCISE OF ITS OWN BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT CUSTOMER’S SOLE DISCRETION AND ELECTION. ALL DATA, ANALYSES, AND RECOMMENDATIONS PROVIDED BY INDEMNA ARE TO BE CONSIDERED OPINIONS AND NOT ADVICE AND SHOULD BE INDIVIDUALLY VERIFIED AND CONSIDERED BY CUSTOMER WITHOUT ANY ASSUMPTION OF EXPERTISE ON THE PART OF INDEMNA. INDEMNA DOES NOT GUARANTEE THE ACCURACY, CURRENTNESS, RELIABILITY, OR QUALITY OF ANY OF ITS SUBSCRIBERS’ DATA, AND CUSTOMER IS SOLELY RESPONSIBLE FOR EXERCISING ITS OWN PROFESSIONAL JUDGMENT AND MAKING INDEPENDENT, INFORMED DECISIONS RELATED TO ANY INFORMATION ABOUT OTHER PARTIES (E.G., THIRD-PARTY PLATFORM SUBSCRIBERS) THAT CUSTOMER HAS ACCESS TO VIA THE PLATFORM. VALIDATION OF ANY ENTITY BY INDEMNA DOES NOT CONSTITUTE INDEMNA’S ENDORSEMENT OF SUCH ENTITY OR ANY GUARANTY BY INDEMNA CONCERNING SUCH ENTITY. ANY REFERENCE IN THE PLATFORM, THE WEBSITE, THE ANALYSES, AND/OR THE DATA AND INFORMATION PROVIDED BY INDEMNA HEREUNDER TO A PARTICULAR INSURANCE PROVIDER OR POLICY, OR ANY OBSERVATION CONCERNING A PARTICULAR INSURANCE PROVIDER OR POLICY, IS NOT A RECOMMENDATION TO BUY OR DO BUSINESS WITH SUCH POLICY OR PROVIDER, OR TO MAKE ANY OTHER INSURANCE DECISIONS, AND DOES NOT ADDRESS THE SUITABILITY OF ANY POLICY OR PROVIDER. INDEMNA DOES NOT ACT NOR SHALL BE DEEMED TO BE ACTING AS A FIDUCIARY IN PROVIDING THE SERVICES. WHEN THE PLATFORM, THE WEBSITE, THE ANALYSES, THE VALIDATION, AND/OR THE DATA AND INFORMATION PROVIDED BY INDEMNA HEREUNDER INCLUDE ESTIMATES OR PREDICTIONS OF FUTURE EVENTS OR BEHAVIORS, INDEMNA MAKES NO GUARANTEES AS TO THE OCCURRENCE OF SUCH FUTURE EVENTS OR BEHAVIORS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES, THE PLATFORM, THE WEBSITE, THE ANALYSES, THE VALIDATION, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER INDEMNA (NOR OUR SUPPLIERS) MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT INDEMNA (AND OUR SUPPLIERS) MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 
44. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (II) EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $1,000 OR THE FEES PAID BY CUSTOMER HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
45. INDEMNIFICATION.
46. Indemnification by Customer. Customer will indemnify, defend, and hold Indemna, our Affiliates, our suppliers and hosting providers, and our and their respective Representatives harmless from and against any and all Losses incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from Customer’s or any of its Authorized Users’ (i) breach or violation of this Agreement; (ii) Customer’s, its Representatives’, or its customers’ use of or reliance on the Analyses or any portion thereof; or (iii) gross negligence or willful misconduct.
47. Indemnification by Indemna. Indemna will indemnify, defend, and hold Customer and its Representatives harmless from and against any and Losses incurred by any such parties in connection with any third-party Claim (i) arising from Indemna’s gross negligence or willful misconduct, or (ii) alleging that Customer’s access to and use of the Platform, the Website, or any Analyses in accordance with this Agreement infringes or misappropriates any third-party copyrights or trade secrets. In the event that we reasonably determine that the Platform, the Website, or any Analysis is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (i) procure for Customer the right to continue to use the Platform, the Website, or the Analyses as provided in this Agreement; (ii) replace the infringing components of the Platform, the Website, or the Analyses with other components with equivalent functionality; or (iii) suitably modify the Platform, the Website, or the Analysis so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement without further liability to Customer. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any third-party Claim to the extent the third-party Claim arises from or is based upon (i) Customer’s or its Authorized Users’ use of the Platform, the Website, or the Analyses not in accordance with the Documentation or this Agreement; (ii) any unauthorized modifications, alterations, or implementations of the Platform, the Website, or the Analyses made by or on behalf of Customer (other than by Indemna); (iii) use of the Platform, the Website, and/or the Analyses in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by us; or (iv) use of the Platform, the Website, or the Analyses in a manner or for a purpose for which they were not designed. This Section 12.2 states Customer’s sole and exclusive remedy, and our sole and exclusive liability, regarding any third-party Claim. 
48. Procedure. The indemnification obligations set forth in Section 12.1 and Section 12.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim; (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party’s approval.
49. TERMINATION AND SUSPENSION.
50.  Term. The term of this Agreement (the “Term”) commences on the Effective Date and will continue in effect thereafter until terminated in accordance with Section 13.2 below.   
51. Termination. Either Party may terminate this Agreement: (i) upon thirty (30) days’ written notice to the other Party for any reason or no reason; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. We may also terminate this Agreement upon written notice to Customer under the limited circumstances set forth in Section 12.2 above.
52. Effect of Termination. Upon termination of this Agreement as set forth in Section 13.2: (i) we will stop providing the applicable Services, and Customer will immediately cease, and cause its Authorized Users to cease, all access to and use of the Website and Platform; and (ii) upon written request, each Party will either return to the Disclosing Party (or, at such Disclosing Party’s instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control.
53. Survival. The following provisions will survive termination of this Agreement: Section 1 (“Definitions”), Section 4.4 (“Aggregated Data”), Section 5.1 (“Informational Purposes”), Section 7 (“Confidentiality; Feedback”), Section 8 (“Intellectual Property”), Section 10.2 (“Disclaimer”), Section 11 (“Limitation of Liability”), Section 12 (“Indemnification”), Section 13.3 (“Effect of Termination”), this Section 13.4 (“Survival”), and Section 14 (“General Provisions”).
54. GENERAL PROVISIONS. 
55. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that a Party may, upon written notice to the other Party and without the consent of the other Party, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that, in the case of Customer making the assignment or transfer, the assignee or transferee is not a direct or indirect competitor of Indemna, and, further provided, that in all cases, the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
56. Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
57. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard for choice of law provisions thereof. 
58. Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York, Borough of Manhattan for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.
59. Notices. All notices required under this Agreement (other than routine operational communications) must be in writing and will be delivered either personally or by e-mail, national overnight courier or the U.S. Postal Service to each Party. Notices will be effective upon: (i) actual delivery to the other Party, if delivered in person or by e-mail, or national overnight courier; or (ii) five (5) business days after being mailed via the U.S. Postal Service, postage prepaid. 
60. Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.
61. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
62. Force Majeure. Except for Customer’s obligations to pay any Fees and Taxes hereunder, neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.
63. Third-Party Beneficiaries. The Parties agree that there are no third-party beneficiaries under this Agreement.
64. Publicity. During the Term, we may refer to Customer as a customer and user of the Platform, the Website, and our Analyses. In connection therewith, we may use Customer’s name and corporate logos. Any goodwill arising from the use of such name and logos will inure solely to Customer’s benefit. All other publicity regarding this Agreement will be mutually coordinated and approved in advance in writing by the Parties. 
65. Export. Customer will not export or re-export, either directly or indirectly, the Platform, the Website, the Analyses, or any copies thereof in such manner as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time (including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval). Without limiting the foregoing, Customer will not permit Authorized Users or any third parties to access or use the Platform, the Website, the Services, or the Analyses in violation of any United States export embargo, prohibition, or restriction.
66. Complete Understanding. This Agreement constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. No term included in any confirmation, acceptance, purchase order, or any other similar document from Customer will change this Agreement or have any force or effect. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of this Agreement.

CUSTOMER ACKNOWLEDGES THAT SELLER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.