Terms & Conditions

WEBSITE

If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern iCertainty’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website. The term ‘iCertainty’ or ‘us’ or ‘we’ refers to the owner of this website. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

The content of the pages of this website is for your general information and use only. It is subject to change without notice. This website uses cookies to monitor browsing preferences. If you do allow cookies to be used, limited personal information may be stored by us for use by third parties.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense. From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

SERVICES

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF ALL OF OUR SERVICES, as such terms are defined below including under Section 16.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING SOME TYPE OF ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

This Agreement was last updated on January 1, 2015. It is effective between YOU and US as of the date of YOU accepting this Agreement.

Terms of Service: This Agreement is between YOU, as an authorized user of such Service (defined below), and US, which governs the terms and conditions of YOUR use of any services provided by US to YOU from time to time including, without limitation, any website to provide those services (“Site”), and any services ordered through an Ordering Document or as part of a free trial (collectively, with the Site, and as more fully defined in Section 16, below, the "Service").

1. ACKNOWLEDGEMENTS AND ACCEPTANCE OF TERMS OF USE. The Service is offered to YOU conditioned on YOUR acceptance without modification or addition, of the terms, conditions, and notices contained in this Agreement and any operating rules, policies, and procedures that may be published from time to time on the OUR Website (collectively, the "Terms"), which are incorporated in this Agreement by this reference. The Terms govern YOUR access to and use of the Service. Unless explicitly stated otherwise, the Terms will also govern the use of any features that augment, enhance or otherwise affect the current Services.

2. PRIVACY POLICY. Information collected by US about YOU will be treated in accordance with OUR privacy policy ("Privacy Policy"). The Privacy Policy can be found at OUR Website.

3. RIGHTS GRANTED. Upon OUR acceptance of YOUR order and for the duration of the Service term defined in the Ordering Document, YOU have the non-exclusive, non-assignable, limited right to use the Service solely for YOUR internal business operations and subject to the terms of this Agreement and the Terms. YOU may allow YOUR Users to use the Service for this purpose and YOU are responsible for YOUR Users’ compliance with this Agreement and the Terms. Upon the end of this Agreement or the Service, YOUR right to access or use the Service specified in the Ordering Document shall end. If specified in the Ordering Document, YOU may order certain services for trial, nonproduction purposes subject to the terms and conditions of this Agreement. Services acquired for trial purposes are provided “As Is” and WE do not offer any warranties for such services.

4. USE OF THE SERVICES.

4.1 OUR RESPONSIBILITIES. We shall: (A) use commercially reasonable efforts to make the applicable Services available (24) hours a day, (7) days a week, except for: (i) planned downtime (of which We shall give at least (8) hours’ notice via the Service or otherwise, and which WE shall schedule, to the extent practicable, during the weekend hours from 6:00 p.m. Friday to 6:00 a.m. Monday Eastern Time), or (ii) any unavailability caused by circumstances beyond OUR reasonable control or which may make, in OUR opinion, providing the Services illegal or commercially impracticable including, without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks, and (B) provide the Services only in accordance with applicable laws and government regulations.

4.2 OUR PROTECTION OF YOUR DATA. We represent and warrant that WE shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of YOUR Data, which in no case shall be less than the standard protections in the relevant industry. WE shall not: (A) modify YOUR Data, or (B) access or use YOUR Data except to provide the Services, and/or to prevent or address service or technical problems in connection with customer support issues or as otherwise set forth in this Agreement.

4.3 YOUR RESPONSIBILITIES. You shall: (A) be responsible for YOUR and YOUR Users compliance with the usage restrictions set forth in this Agreement and the Terms, (B) be responsible for the accuracy, quality and legality of YOUR Data and of the means by which YOU acquired Your Data, (C) use commercially reasonable efforts to prevent unauthorized access to or use of the Services through passwords and logins given to YOU by US, and notify US promptly of any such unauthorized access or use, and/or suspected unauthorized access or use, and (D) use the Services only in accordance with this Agreement, the Terms and applicable laws and government regulations.

Except as otherwise set forth herein, YOU shall not intentionally or knowingly: (a) make the Services available to anyone other than YOU and YOUR Users, (b) resell the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services, other services provided by Us or third party data contained therein, (f) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (g) copy a Service or any part, feature, function or user interface thereof, (h) copy Content except as permitted herein or in an Ordering Document, (i) attempt to gain unauthorized access to the Services, other services provided by Us or their related systems or networks, (j) decompile, reverse engineer, disassemble, modify, rent, lease, loan, sublicense, distribute or create derivative works based upon the Services, (k) rent, lease, loan, sell, transfer, assign, exhibit, reproduce, distribute copies of or otherwise commercially exploit the Services, (l) access the Services if YOU are a direct competitor of OURS, (m) access the Services for the purpose of monitoring the Service’s availability, performance or functionality, or any other benchmarking or competitive purpose, (n) access or use the Service in order to build or support, and/or assist a third party in building or supporting, products or services competitive to US, or (o) infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party. YOU agree that use of the Site and Service is subject to all applicable international, national, state, and local laws and regulations, and that YOU are solely responsible for the contents of YOUR communications through the Service.

WE may suspend all Services if we reasonably believe that there has been a violation of this Section 4.3.

4.4 USAGE LIMITATIONS. The Services may be subject to other limitations, such as, limits on disk storage space as set forth in the Terms and/or the Ordering Documents. WE shall provide thirty (30) days written notification of any change in or additions to such limitations and such changes shall not materially degrade the performance or functionality of the Services.

5. MODIFICATIONS TO THE SERVICE. WE reserve the right to modify or discontinue any part of the Service, temporarily or permanently, but will provide reasonable notice to YOU. YOU understand and agree that WE are not liable to YOU or any third party in the event that WE exercise OUR right to do so. Nor are WE obligated to update the Service. WE may modify or amend the Terms from time to time and they will be effective once posted. YOUR continued use of the Service after the posting of the amended Terms on OUR Website constitutes YOUR affirmative: (A) acknowledgement of the Terms and its modifications; and (B) agreement to abide and be bound by the Terms, as amended.

6. FEES AND TAXES. YOU agree to pay for all Services ordered as set forth in the applicable Ordering Document. All fees due under this Agreement (A) are non-cancelable and the sums paid nonrefundable, (B) are based upon Services purchased and not actual usage, and (C) cannot be decreased during the relevant subscription term. YOU agree to pay any sales, value-added or other similar taxes, fees or charges imposed by applicable law, taxing authority or WE otherwise incur and/or that WE must pay based on the Services that YOU ordered, except for taxes based on OUR income. Fees for Services listed in an Ordering Document are exclusive of such taxes, fees and expenses. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice. YOU shall provide US with complete and accurate billing and contact information including a valid email address for receipt of invoices.

If any amount due is not received by US by the due date, then without limiting OUR rights or remedies, (i) those amounts may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid including, without limitation, past any time of judgment, mediation or other determination of required payment by a third party, and/or (ii) We may suspend all Services.

7. LINKS. The Service or Site may provide links to other websites or resources. YOU acknowledge and agree that WE are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. YOU agree that WE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on such external sites or resources.

8. INTELLECTUAL PROPERTY RIGHTS.

(A) Subject to the limited subscription granted hereunder, WE and OUR licensors reserve all of OUR/their right, title and interest in and to the Services and Content, including, without limitation, all of OUR/their related Intellectual Property Rights. No rights are granted to YOU hereunder other than the right to use the Service during the Order Term as expressly set forth herein, and these Terms do not transfer any right, title, or interest in the Service or the Content to You. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THE SITE OR OF THE SERVICE MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM US. YOU ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THE SITE OR IN THE SERVICE FOR ANY PUBLIC, PERSONAL OR COMMERCIAL PURPOSES.

(B) WE grant to YOU the right to use the Service and the Content pursuant to the Ordering Documents, this Agreement and the Terms.

(C) YOU grant US and OUR Affiliates a worldwide, limited-term license to host, copy, transmit and display YOUR Data, and any application and program code created by or for YOU using the Service, as necessary for US to provide the Services in accordance with the Ordering Document, this Agreement and the Terms.

(D) YOU grant US and OUR Affiliates a world-wide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services and any other services any suggestion, enhancement request, recommendation, correction or other feedback provided by YOU or YOUR Users relating to the operation of the Services.

(E) YOU own and retain all rights, title and interest in the YOUR Data. Subject to the limited rights expressly and specifically granted hereunder, WE acquire no rights, title or interest from YOU under this Agreement in or to YOUR Data. YOU give US the limited right and license to collect YOUR Data via the Services and use YOUR Data, solely in aggregated form that does not identify YOU, any individual or entity, or any specific transaction of YOU or any other individual or entity Aggregated Data. For clarification, WE will own the aggregated and statistical data derived from the operation of the Services that does not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Services. In no event does the Aggregated Data include any personally identifiable information. WE may prepare statistical analyses, reports and summary of usage or provide Aggregated Data to others for, among other reasons and without limitation, the purpose of research, marketing and benchmarking. Nothing herein shall be construed as prohibiting US from utilizing the Aggregated Data for purposes of operating OUR business.

9. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, 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, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE, WITH RESPECT TO THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.  USER EXPRESSLY AGREES THAT USE OF THE SITE, SERVICE AND CONTENT IS AT USER'S SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, AND WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE, SECURE OR UNINTERRUPTED.
 
10. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (B) CLAIMS BASED UPON GROSS NEGLIGENCE, RECKLESS MISCONDUCT, OR WILLFUL MISCONDUCT, AND (C) YOUR PAYMENT OBLIGATIONS UNDER SECTION 6, ABOVE (FEES AND TAXES), NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER.  THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

11. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. Except with respect to YOUR payment obligations and either Party’s specific indemnification obligations set forth in this Agreement, in no event shall either Party be liable to the other Party for any incidental, special, exemplary, punitive, indirect or consequential damages, however caused, or for any lost profits, loss of use, business interruption, loss of data, loss of business information, cost of data reconstruction, cost or procurement of substitute goods or services, or any other pecuniary loss, whether in contract, tort or otherwise, arising out of, or in any way connected with the Services, including, but not limited to, the use or inability to use the Services, any interruption, inaccuracy, error or omission, even if the Party from which damages are being sought or such Party’s licensors or subcontractors have been previously advised of the possibility of such loss or damages.

12. INDEMNIFICATION

12.1 INDEMNIFICATION BY US. WE will defend YOU against any claim, demand, suit or proceeding made or brought against YOU by a third party alleging that the use of a purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify YOU from any damages, attorney fees and costs finally awarded against YOU as a result of, or for amounts paid by YOU under a court-approved settlement of, a Claim Against YOU, provided YOU (A) promptly give US written notice of the Claim Against YOU, (B) give US sole control of the defense and settlement of the Claim Against YOU (except that WE may not settle any Claim Against YOU unless it unconditionally releases YOU of all liability), and (C) give US all reasonable assistance, at OUR expense. If WE receive information about an infringement or misappropriation claim related to a Service, WE may in OUR discretion and at no cost to YOU (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for YOUR continued use of that Service in accordance with this Agreement, or (iii) terminate YOUR subscriptions for that Service upon 30 days’ written notice and refund YOU any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim against YOU arises from content, a service or application other than our Service, or YOUR breach of this Agreement or the Terms.

12.2 INDEMNIFICATION BY YOU. YOU will defend US against any claim, demand, suit or proceeding made or brought against US by a third party alleging that (A) the Data infringes the rights of, or has caused harm to, a third party or violates any law, (B) YOUR or YOUR Users use of the Services, outside the directions of US or its intended use (including, without limitation, this Agreement and the Terms), or in violation of any law, that causes harm to a third party; (C) YOUR Data, or YOUR use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a ”Claim Against US”), and will indemnify US from any damages, attorney fees and costs finally awarded against US as a result of, or for any amount paid by US under a court-approved settlement of, a Claim Against US, provided WE (i) promptly give YOU written notice of the Claim Against US, (ii) give YOU sole control of the defense and settlement of the Claim Against US (except that YOU may not settle any Claim Against US unless it unconditionally releases US of all liability), and (iii) give YOU all reasonable assistance, at YOUR expense.

12.3 EXCLUSIVE REMEDY. This Section 12 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 12.

13. TERMINATION & EFFECT. This Agreement commences on the date YOU first accept it and continues until all subscriptions hereunder have expired or have been terminated. The term of each subscription shall be as specified in the applicable Ordering Document. Subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. A party may terminate this Agreement for cause (A) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (B) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement as it applies to an Ordering Document is terminated by YOU in accordance with this Section 13, We will refund You any prepaid fees covering the remainder of the term of the applicable Ordering Document after the effective date of termination, but this Agreement will continue as to all other Ordering Documents. If this Agreement is terminated by US in accordance with this Section 13, YOU will pay any unpaid amounts covering the remainder of the term of all Ordering Documents. In no event will termination relieve YOU of YOUR obligation to pay any fees payable to US for the period prior to the effective date of termination. Upon written request by YOU made within 30 days after the effective date of termination or expiration of this Agreement or an applicable Ordering Document, WE will make your Data available to YOU for export or download. After that 30-day period, WE will have no obligation to maintain or provide YOUR Data, and will thereafter delete or destroy all copies of YOUR Data in OUR systems or otherwise in OUR possession or control, unless legally prohibited.

14. GENERAL

14.1 GOVERNING LAW. This Agreement and the Terms shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms or this Agreement. You hereby consent to personal jurisdiction by the state and federal courts located in Baltimore, Maryland.

14.2 ENTIRE AGREEMENT. This Agreement, the Terms and the Ordering Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Ordering Document shall take precedence over provisions of the body of this Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

14.3 SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

14.4 WAIVER. A failure or omission of either Party to insist, in any instance, upon strict performance by another Party of any term or provision of this Agreement or to exercise any of its rights hereunder shall not be deemed a modification of any term or provision hereof or a waiver or relinquishment of the future performance of any such term or provision by such Party, nor shall such failure or omission constitute a waiver of the right of such Party to insist upon future performance by the other Party of any such term or provision or any other term or provision of this Agreement.

14.5 COMPLIANCE. WE and YOU will comply with all applicable federal, state and local laws.

14.6 INDEPENDENT CONTRACTOR. OUR performance under this Agreement is that of an independent contractor and nothing in this Agreement creates the relationship of employer and employee, partnership, principal and agent or joint venture between US and YOU.

14.7 ASSIGNMENT. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Ordering Documents) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets or similar transaction, provided the assignee has agreed to be bound by all of the terms of this Agreement and all past due fees are paid in full, except that You shall have no right to assign this Agreement to a direct competitor of OURS. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

15. CONFIDENTIALITY

15.1 CONFIDENTIALITY. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party’s prior written permission. All Confidential Information shall be distributed only to persons who need to know such information to perform their obligations under this Agreement and who are (x) informed of the confidential nature of the Confidential Information, and (y) bound by an obligation of confidentiality with respect thereto, and only to the extent necessary for such persons to perform their obligations under this Agreement. Except for disclosures made through the Services in accordance with access, permissions, and authorizations set by YOU within the Service, We shall not disclose Your Data to users or any other person.

15.2 PROTECTION OF CONFIDENTIAL INFORMATION. Each Party shall protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care. Neither Party shall disclose the terms of this Agreement or any Ordering Document to any third party other than its legal counsel and accountants without the other Party’s prior written consent.

15.3 COMPELLED DISCLOSURE. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by applicable law or governmental authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted and practicable) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure or to enter into a protective order with regard to the disclosure of such Confidential Information.

15.4 REMEDIES. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Receiving Party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts without the requirement to post a bond or other security, it being acknowledged by the Parties that any other available remedies may be inadequate.

16. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject person or entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Agreement.

“Confidential Information” means (a) any software and software as a service utilized by US in the provision of the Services and their respective source code(s); (b) YOUR Data; (c) each Party’s business and technical information, including but not limited to the training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the Disclosing Party as “confidential” or “proprietary” or the Receiving Party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or Parties) and the Terms.

“Content” means the information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site and/or through the Service.

“Data” means (i) all electronic, manually entered or hard copy data or information submitted by YOU through the Services, and (ii) any data or information accessible by US as a result of OUR business relationship with YOU that can be used to identify or locate a natural person, including but not limited to: name, address, telephone number, email addresses, social security number or driver’s license number. Data also includes any other data submitted by YOU through the Services that has the capacity to be linked to a specific, identifiable person, such as, but not limited to, identifiers, demographic or behavioral data. Data also includes “no-public personal information” as that term is defined under Title V of the Gramm-Leach-Bliley Act (the “GLBA”) and any state statutes adopted to comply therewith, the regulations promulgated pursuant thereto, including 16 CFR Parts 313 and 314 and 12 CFR Parts 332 and 364, any state regulations promulgated under such state statutes or in compliance with the GLBA. Data shall also include “health information” and “personally identifiable health information” as defined by HIPAA, 42 U.S.C. §1320d (4) and 1320d (6).

“Disclosing Party” means the party that discloses Confidential Information.

“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights and related rights, trademarks and service marks, trade secrets, trade names and domain names, patents, utility models, rights to inventions, rights in designs, rights in computer software, database rights and any and all other proprietary rights and intellectual property rights issued, honoured or enforceable under any applicable laws anywhere in the world, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world, and all moral rights related thereto.

“Malicious Code” means viruses, worms, time bombs, Trojan Horses and other harmful or malicious code, routines, files, scripts, agents or software programs or the like including, without limitation, those designed to permit unauthorized access by third parties to disable, erase, or otherwise harm or access data, software, or hardware and/or to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment.

“Ordering Document” means the documents for placing orders hereunder that are entered into between You and Us from time to time, including addenda and supplements thereto.

“OUR Website” means www.icertainty.com and any affiliated or successor websites.

“Party” or “party” means YOU or US, and collectively we are “Parties” or “parties”.

“Receiving Party” means party that receives Confidential Information from Disclosing Party.

“Services” also means all Software provided as a service together with all related services, such as data import/export, configuration, monitoring, support, backup recovery, change management, technology upgrades, and training necessary for YOUR use or OUR provision of such Software that are ordered by YOU pursuant to an Ordering Document.

“Software” means OUR proprietary computer program(s) and technology, or those licensed by US from others, and any updates or enhancements hereafter, provided under this Agreement and any Ordering Document.

“User” means any person or entity who is designated by You to access and use the Services and who has been supplied user identifications and passwords by Us or You.

“WE”, “US” or “OUR” means IDocuments, LLC d/b/a iCertainty, and its successors and assigns.

“YOU” or “YOUR” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.