JUPITERONE SECURITY SERVICES

LIFEOMIC SECURITY, LLC. (“we”) offer to our customers access to (1) certain of our proprietary informational materials, techniques, templates, software, toolkits and documentation used to generate security policy documents in connection with information security compliance and certifications and for other similar data security matters (our “Materials”), as well as (2) certain cybersecurity operations software or digital services that provides a web-based interface, notification system, and/or a set of application programming interfaces (APIs) to manage and monitor the security configuration and events in our customers’ live IT environments (the “Software”), in each case subject to the terms and conditions of this agreement (this “Agreement”).

  1. Acceptance. By executing a Service Order with us or by subscribing to our software services online, you also accept the terms of this Agreement.  You should read this Agreement carefully for the terms and conditions that govern your use of our Software, the Materials.  The individual executing the Service Order on your behalf represents and warrants to us that he or she is fully and duly authorized to agree to be bound by this Agreement on your behalf.
  2. Subscription to Software.
    1. Services. During the Term, we will use commercially reasonable efforts to provide to you and your employees, contractors and agents that have been granted valid access credentials for the Software (collectively, “Authorized Users”) the following services (the “Services”): (i) the hosting, management and operation of the Software for remote electronic access and use by you and your Authorized Users; (ii) the Support Services described in Section 4; and (iii) any other services we agree to provide in your Service Order.
    2. Authorization. So long as you and your Authorized Users comply with this Agreement, we hereby authorize you to access and use, during the Term, the Services and the Software (including any related Third-Party Materials) for your own internal business purposes (the “Permitted Use”), by and through your Authorized Users, in accordance with the documentation we provide with the Software (the “Documentation”).  This authorization is non-exclusive and non-transferable (except as described in Section 14(f)).
    3. Limitations and Restrictions. You must not, and you must not permit any other person or entity to, access or use the Services or the Software except as we’ve specifically allowed in this Agreement and, in the case of any related third-party materials (including open source components) we provide to you (“Third-Party Materials”), as allowed in the applicable third-party license agreement.  You and your Authorized Users must not do any of the following:
      1. copy, modify or create derivative works or improvements of our Software;
      2. make our Software or Services available (e.g., sublicense, distribute or transfer) to any other person or entity, including through any time-sharing, service bureau or software as a service arrangement;
      3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of our Software;
      4. input, upload, transmit or otherwise provide to or through the Software or Services any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (A) computer, software, firmware, hardware, system or network or (B) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby;
      5. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner our Software or Services or our ability to provide services to any third party;
      6. access or use our Software or Services in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation; or
      7. access or use our Software or Services for the development or provision of a competing software service or product.
    4. Service Level Commitment.  We will use commercially reasonable efforts to keep the Software available and operating in accordance with its Documentation at least 99.5% of the time (measured on a month-by-month basis), except for unavailability due to any Scheduled Downtime or Exceptions.  “Scheduled Downtime” means pre-scheduled downtime for routine maintenance between 10:00 p.m. and 6:00 a.m. Eastern time where we’ve given you at least 48 hours prior notice of such downtime.  “Exceptions” means any downtime or failure of the Software due, in whole or in part, to any (i) access or use of the Software not in accordance with this Agreement or the Documentation, (ii) your or your Authorized User’s internet connectivity issues, (iii) Force Majeure Event, (iv) failure, interruption, outage or other problem with any software, hardware, system, network, or other technology infrastructure that is not ours, or (iv) suspension of your access to the Software or Services as described in Section c below.  If we fail to meet the availability commitment described above, we will credit you 10% of your Monthly Fee for the month when the failure occurred.  If you are unhappy with the service availability, you may also exercise your right not to renew our contract as per Section 10.
    5. Pilot/Beta/Trial Access. During Pilot or Beta or Trial Access, if indicated in your Service Order, the Software and services are made available on a “pre-release” or “beta” basis for testing and evaluation by you.  Such Software and any related Services may be provided through non-production environments, where the service level commitment set forth in Section d above will not apply.  You acknowledge and agree that any such Pilot, Beta or Trial Access Software is being provided to you in beta form or on a trial basis and not in final production form, that we may discover errors, design flaws, inaccuracies or other problems (“Errors”) in such Software that will need to be corrected, that it is common for beta or trial versions of software products not to work as intended when first introduced and to experience Errors to be resolved during the normal troubleshooting and product development process, and that the Error correction process with respect to beta or trial versions of software products may take longer than the period of time normally required to correct Errors for final production versions of software products.  You agree that the existence of Errors in such Software shall not be considered a breach or default under this Agreement.  We will, at our sole cost and expense, use commercially reasonable efforts to correct such Errors within a period of time that is commercially reasonable under the circumstances, but should we conclude that correcting a particular Error or related set of Errors is not feasible within commercially reasonable standards, then we may terminate this Agreement immediately upon written notice to you.  The limited warranties provided in Section 11(b) below shall not apply to any such Software.
  3. License to Materials.
    1. License Grant. During the Term, we hereby grant you a limited, perpetual (except as set forth herein), nonexclusive and nontransferable right and license, with no right to grant sublicenses, to (i) access and use our Materials for the Permitted Use, including making a reasonable number of copies as may be necessary for the Permitted Use, and (ii) with respect to any Materials we provide as templates or form documentation for you to complete (“Forms”), to complete such templates or forms by inputting your own information into such templates or forms as indicated (“Completed Forms”) and further submit such Completed Forms to auditors, relevant regulatory agencies or your potential customers in support of the Permitted Use.
    2. Limitations and Restrictions. Access and use of the Materials is intended to be for your own, internal business purposes only, and, except as expressly provided above, you may not permit, authorize, license and/or sublicense any third party to access, view or use our Materials.  You may not access or use the Materials on behalf of, or for the benefit of, any third parties, such as by using the Materials to create Completed Forms on behalf of any third parties.  You may not in any case use any Materials we provide for competitive analysis, for developing, producing, marketing, distributing, licensing or selling any product or service that may compete with our Materials, or for disclosing to our competitors, for any purpose, otherwise non-public information about our Materials.
    3. Additional Content and Materials. Where indicated in writing, certain additional content or materials (including templates) provided by us may be subject to separate license agreements with separate terms and conditions governing your access to and use of such additional content and materials, and such additional content and materials shall not constitute Materials hereunder.  We encourage you read the applicable license agreement carefully for the terms and conditions that govern your use of such additional content and materials.
  4. Support. Your subscription comes with our standard support (“Support Services”), which includes: (a) e-mail support (or other online support made available to our customers from time to time) to: (i) provide technical and operational assistance for the use of the Software and Materials, including assistance with initial configuration of the Software, and (ii) attempt to correct any reproducible failure of the Software to perform in accordance with its Documentation; and (b) case management to help track the status of any such failures reported to us.  You must provide all information and assistance that we reasonably request in connection with providing such Support Services.  To be sure, our Support Services do not include: (x) support for software or hardware that is not ours, (y) on-site training or assistance; or (z) performance of any professional, consulting or advisory services.
  5. Additional Provisions: Software and Materials.
    1. Changes. We may make any changes to the Materials, Software or our Services that we deem necessary or useful to improve the Materials, Software or our Services or for any other reason.  If you do not agree with the changes we make to the Materials, Software or our Services, you may exercise your right not to renew our contract as described below in Section 10.
    2. Subcontractors. We may, in our discretion, engage subcontractors to perform Services under this Agreement, but we will remain liable for any act or omission by such subcontractors that would be a breach or violation of this Agreement.
    3. Suspension of Services, Authorization and License. We may suspend or deny your or any Authorized User’s access to or use of all or any part of the Materials, Software or our Services, without any liability to you or others, if (i) we’re required to do so by law or court order, (ii) you or any Authorized User have accessed or used the Materials, Software or our Services beyond the scope of the rights granted to you under this Agreement, (iii) you or any Authorized User are or have been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Materials, Software or our Services, (iv) you or any Authorized User have failed to comply with the limitations and restrictions described in Sections c or 3.b, (v) you have failed to cooperate or otherwise comply with the further assurances required of you in Section 8.d, or (vi) you or any Authorized User have otherwise failed to comply with this Agreement and have failed to cure such breach within 10 days after we provide written notice to you.  Our remedies in this Section are in addition to, and not in lieu of, our termination rights in Section 10.
  6. Your Responsibilities.
    1. Obligations. You will cooperate with us in all matters relating to the performance of the Services, respond promptly to any of our requests for you to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for us to provide the Materials and Software and to perform the Services in accordance with the Service Order, secure all rights, licenses or approvals necessary to permit the Software to interoperate with and pass data back and forth with any third party software or other technology with which you intend to use the Software, and perform those additional tasks and assume those additional responsibilities specified in the Service Order (collectively, “Your Responsibilities”).  You understand and acknowledge that our performance under this Agreement is conditioned on your timely and effective performance of Your Responsibilities.
    2. Feedback. You agree to provide regular feedback relating to the Materials, Software and our Services as reasonably requested by us, whether in the form of responses to our written requests for feedback from you (such as surveys), responses provided in meetings or interviews conducted in-person or by telephone, or otherwise.  Such feedback may include, without limitation, input on your experience with and evaluation of the functionality and utility of the Materials, Software or our Services.
  7. Confidentiality. If you and we already have a nondisclosure agreement in place that will continue to apply during the Term of this Agreement, then you and we will indicate this in your Service Order.  Otherwise, the following confidentiality provisions will apply: During the Term and for a period of five years thereafter, each receiving party (each, a “Recipient”) will hold in strict confidence any proprietary or confidential information (collectively, “Confidential Information”) of the other party (the “Discloser”) and will not disclose Discloser’s Confidential Information to any third party nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement.  To be clear, the Materials, Software and our Services, all information related to the foregoing, and the terms and existence of this Agreement are all our Confidential Information, and Your Data (as defined below) is your Confidential Information.  These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act by the Recipient, (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser, or (iv) after notice and an opportunity to object, is required by law to be disclosed.  Additionally, these restrictions will not restrict your disclosure of Completed Forms created by you to certain third parties as expressly provided in Section 3.a.  Notwithstanding the foregoing, each party’s confidentiality obligations will survive with respect to the other party’s Confidential Information that is a trade secret for so long as such Confidential Information continues to be a trade secret under applicable law.
  8. Fees and Payment.
    1. Fees. You will pay to us the fees and charges described in your Service Order (the “Fees”) in accordance with your Service Order and this Section.  All Fees once paid are non-refundable.
    2. Taxes. Our Fees do not include taxes and similar assessments.  We will pass along to you the cost of all sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income.  If any such amounts are owed to a governmental authority, we will calculate the amount of the obligation and include this on your bill or invoice, and we will remit those amounts to the applicable authority.
    3. Payment. You will make all payments in US dollars.  You will, upon our request, establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the “Automatic Payment Method”).  Upon establishment of an Automatic Payment Method, we may charge the Fees using that Automatic Payment Method.  If instead we invoice you for the applicable Fees, invoiced amounts are due net 30 days from the invoice date.  You are responsible for providing complete and accurate billing and contact information and notifying us of any changes to that information.  If you fail to make any payment when due and have failed to cure such failure within 10 days after we provide written notice to you then, in addition to all other remedies that may be available to us, we may suspend our performance under this Agreement as provided in Section 5.c above, without any liability to you or others.
    4. Further Assurances. If at any time, through your usage of our Services or otherwise, you incur an aggregate balance owed to us of $5,000 or more, we reserve the right, in our reasonable discretion, to take any reasonable action to ensure and confirm your ability to pay, including, but not limited to, processing a D&B report, processing a credit report, requiring written validation that the individual who has executed this Agreement on your behalf was duly authorized, processing a nominal charge to your Automatic Payment Method for validation purposes, or requiring you to immediately deposit an amount equal to a commercially reasonable percentage of the balance owed.  You will provide all reasonable cooperation and assistance we request in connection with our actions under this Section.
  9. Intellectual Property Rights.
    1. LifeOmic Proprietary Content and Materials. We (or the respective rights holders in any Third-Party Materials) own all right, title and interest in and to the Materials, Software and our Services including all related intellectual property rights.  We are not granting you any right, license or authorization with respect to any of the Materials or our Software except as we’ve specifically provided in Sections 2.b and 3.a above (and subject to the limitations and restrictions in Sections 2.c and 3.b above).  We and the respective rights holders in any Third-Party Materials reserve all other rights in and to the Materials and our Software.
    2. Feedback. To the extent we develop corrections, enhancements, improvements, or derivative works relating to the Materials, Software or our Services based upon ideas or suggestions submitted by you to us, you hereby irrevocably assign your rights to such ideas or suggestions or joint contributions to us, together with all intellectual property rights in or relating thereto.
    3. Your Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of your information, data and other materials that are collected, uploaded or received from you or an Authorized User by or through your use of the Materials, Software or our Services (“Your Data”), including all intellectual property rights relating to Your Data, subject to the rights you grant to us in Section 9.d.
    4. Right to Use Your Data. During the Term, you hereby grant all such rights and permissions in or relating to Your Data: (i) to us and our subcontractors as are necessary to perform the Services for you; (ii) to us as are necessary to enforce this Agreement and exercise our rights and perform our obligations under this Agreement; and (iii) to us as are necessary or useful for our internal research purposes, to improve the quality of our analytics, and to improve our algorithms.
    5. AI Model Improvements. To the extent we make any improvements to our algorithms (“Improvements”) based upon the Software’s processing of Your Data and the resulting “machine learning” or “training” of our algorithms, you agree that we own all right, title and interest in and to the Improvements, including all related intellectual property rights.  You specifically acknowledge and agree that any Improvements based upon processing of Your Data may be used for the benefit of our other customers.
  10. Term and Termination.
    1. Term. The initial term of this Agreement is as indicated in your Service Order (the “Initial Term”).  After the Initial Term, this Agreement will automatically renew for successive periods equal to the Initial Term unless otherwise indicated in the applicable Service Order (each a “Renewal Term” and, together with the Initial Term, the “Term”) unless one of us gives the other written notice of non-renewal at least seven days before the end of the then-current term.
    2. Termination. In addition to any other termination rights described in this Agreement, this Agreement may be terminated at any time:
      1. By us, effective when we provide written notice to you, if you fail to pay any Fees when due and if you do not cure this failure within 10 days after our written notice regarding your late payment;
      2. By either party, effective when that party provides written notice to the other, if the other party materially breaches this Agreement and such breach (A) is incapable of cure, or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice regarding such breach; or
      3. By either party, effective immediately, if the other: (A) is dissolved or liquidated or takes any corporate action for such purpose; (B) becomes insolvent or is generally unable to pay its debts as they become due; (C) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (D) makes or seeks to make a general assignment for the benefit of its creditors; or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
    3. Effect of Termination. If this Agreement is terminated or expires, then, except as expressly provided in this Agreement, (i) all rights, licenses and authorizations granted by one party to the other will immediately terminate (other than your right and license to use our Materials set forth in Section a above, which shall survive except in the case of our termination of this Agreement as provided in Section 10.b above), (ii) we each will cease all use of the other party’s Confidential Information (other than with respect to your use of the Materials as permitted under this Agreement, except in the case of our termination of this Agreement as provided in Section 10.b above) and promptly destroy or (at such other party’s request) return all such Confidential Information, except that each party may retain Confidential Information in its backups, archives and disaster recovery systems until such Confidential Information is deleted in the ordinary course (so long as it remains subject to all confidentiality and other applicable requirements of this Agreement), and (iii) you will immediately pay to us all Fees and/or other amounts that accrued prior to the date of such expiration or termination.  In addition, if we terminate this Agreement for any reason under Section 10.b, then your right and license to use our Materials shall automatically cease and you must immediately destroy or (at our request) return all such Materials to us.
    4. Surviving Terms. Sections 2.c and 3.b (Limitations and Restrictions), 7 (Confidentiality), 9 (Intellectual Property Rights), 10.c (Effect of Termination), 12 (Indemnification), 13 (Limitations of Liability), 14 (Miscellaneous), and this Section will survive any expiration or termination of this Agreement.
  11. Warranties and Disclaimer. We warrant that (a) we will perform all Services in a timely, professional and workmanlike manner, and using adequate resources and appropriately qualified personnel, and (b) the Software will at all times during the Term substantially conform in all material respects to the specifications set forth in your Service Order and its Documentation. If you provide written notice to us of any breach the foregoing warranties within 30 days after such breach first arises, we will at no additional cost to you re-perform such non-conforming Services or, at our sole option, either (x) modify, fix or correct the Software to remedy such non-conformity, or (y) replace the non-conforming portion of the Software, in each case without causing a material loss of features or functionality of the Software.  The re-performance of Services or the correction or replacement of the Software is your only and entire remedy for any breach of the foregoing warranties.  OTHERWISE, OUR SERVICES, MONITORING SOFTWARE AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT OUR MONITORING SOFTWARE WILL ALERT YOU TO ALL INSTANCES OF SECURITY VIOLATIONS, THREATS OR INTRUSIONS.  YOU ACKNOWLEDGE THAT THE MONITORING SOFTWARE IS DEPENDENT ON YOUR ENVIRONMENT AND ARCHITECTURE AND ON THE THIRD-PARTY SOFTWARE AND TECHNOLOGY IN CONJUNCTION WITH WHICH YOU CHOOSE TO USE THE MONITORING SOFTWARE AND YOU ASSUME ALL LIABILITY FOR YOUR ENVIRONMENT AND ARCHITECTURE AND SUCH THIRD-PARTY SOFTWARE AND TECHNOLOGY.
  12. Indemnification.
    1. By Us. We will indemnify, defend and hold harmless you and your officers, directors, employees, agents, successors and permitted assigns (each, including you, an “Indemnitee”) from and against any loss, damage or expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by you, in connection with any third-party claim (each, a “Claim”) alleging that your use of our Materials or Software (excluding Your Data) as permitted hereunder infringes upon any U.S. patent, copyright or trademark of such third party, or misappropriates the trade secret of such third party.  This obligation does not apply unless the Indemnitee (i) promptly gives us written notice of the Claim, (ii) gives us sole control of the defense and settlement of the Claim (provided that we may not settle any Claim that imposes liability on or contains any admission of fault by the Indemnitee without the Indemnitee’s consent), (iii) provides us (at our sole cost and expense) with all available information and reasonable assistance necessary for us to defend or settle the Claim; and (iv) has not compromised or settled the Claim without our prior written approval.
    2. Mitigation. If any Materials, the Software or the Services are, or in our opinion are likely to be, claimed to infringe any intellectual property right, we may, at our option and our sole cost and expense: (i) obtain the right for you to continue to use our Materials, Software or Services as contemplated by this Agreement, (ii) modify or replace our Materials, Software or Services to make such Materials, Software or Services (as so modified or replaced) non-infringing, or (iii) if the remedies in clauses (i) and (ii) are not feasible within commercially reasonable standards, then we may terminate this Agreement upon written notice and without any liability to you.
    3. Sole Remedy. THIS SECTION 12 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE MATERIALS, MONITORING SOFTWARE AND SERVICES) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  13. Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR OUR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12 ABOVE, WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT THAT IN THE AGGREGATE EXCEED THE GREATER OF (a) $10,000, OR (b) THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO US IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM.  IN ADDITION, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST OR DAMAGED DATA, OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE ARE INFORMED OR OTHERWISE HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.
  14. Miscellaneous. (a)  Entire Agreement. This Agreement (including the Service Order) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom).  (b)  Counterparts.  Any Service Order may be executed in one or more counterparts, each of which will be an original, but taken together will constitute one and the same instrument.  Execution of a facsimile copy (including PDF) or execution through electronic means will have the same force and effect as execution of an original.  (c)  Amendment, Severability and Waiver.  No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.  If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  (d)  Governing Law and Venue.  This Agreement will be deemed to have been made in, and will be governed by and construed in accordance with the laws of, the State of Indiana, without regard to its conflicts of law provisions.  The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Indianapolis, Indiana, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action.  (e)  Notices.  All notices under this Agreement will be in writing and may be delivered by electronic mail in portable document format (.pdf), certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in the Service Order.  (f)  Assignment.  Neither party may assign, delegate or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement in its entirety without the other party’s consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise.  This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.  (g)  No Third Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  The immediately preceding sentence, however, does not constitute a waiver of or otherwise affect a third party’s right to enforce its additional terms and conditions applicable to additional content or materials provided as contemplated under Section 3(c) above.  (h)  Relationship of the Parties.  The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.  (i)  Publicity Rights.  We may include your name, trademarks and/or logos on our website and/or in other sales and marketing materials in order to factually identify you as a current or former client (as the case may be).  (j)  Force Majeure.  Neither party will be liable for any delays or non-performance of its obligations (excluding the obligation to pay fees due hereunder) arising out of causes not within such party’s reasonable control, including, without limitation, actions or decrees of governmental authorities, criminal acts of third parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire (a “Force Majeure Event”), except to the extent that the delay or non-performance was not reasonably safeguarded against (in accordance with industry standards) or the party had notice.  (k)  Equitable Remedies.  Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Sections c or 3.b (Limitations and Restrictions), Section 7 (Confidentiality) or Section 9 (Intellectual Property Rights) of this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.