TERMS AND CONDITIONS OF USE

Carefully read and review the following Terms and Conditions of Use (“Terms”) before using this site or the related software. By using the System Services (defined below) you and your company (“Your Company, you, your”) agree to follow and be bound by these Terms. These Terms govern your use of this site and specific System Services (defined below). Nothing contained in these Terms is intended to modify or amend any other written agreement, if any, that may currently be in effect between you, your recordkeeper or the provider of this site and the System Services (“Provider, us, we, our”).

You fully understand, acknowledge and agree that these Terms contains provisions which:

· limit Provider’s liability, including for most damages;

· limit Your Company’s legal remedies against us and third parties;

· disclaim implied and statutory warranties;

· require Your Company to indemnify us for certain claims;

· require Your Company to maintain the System Services and related information as confidential; and

· restrict venue (i.e. where a court will hear any claims brought by us or Your Company) and the law governing these Terms.

1. SYSTEM SERVICES.

1.1. You and certain other employees of Your Company and its Affiliates (“Authorized Users”) may use the site and the related proprietary system services and other Provider Property (“System Services”) provided by Provider under this Agreement only in the ordinary course of internal business operations for the benefit of Your Company and only in accordance with the Documentation, System Requirements and other access or use limits as may be described in these Terms (the “Specifications”). “Scope of Use” means the rights, restrictions or parameters regarding the use of the System Services, including the Specifications and Section 5.3. Your Company shall be liable for any breach of the terms of these Terms by any Person Your Company permits to access the System Services including all Authorized Users. “Affiliate” means, with respect to a specified Person, any Person which directly or indirectly controls, is controlled by, or is under common control with the specified Person as of the date of these Terms, for as long as such relationship remains in effect. “Documentation” means the standard on-line user documentation we may provide with access to the System Services. “Person” means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority, or other entity of any nature.

1.2. Your Company shall be responsible for ensuring that (a) any information or data which it introduces into the System Services (“Your Company Data”) is accurate and complete, and (b) Your Company has all necessary rights to introduce Your Company Data into the System Services. Your Company shall maintain copies of all source data and current backup copies of all data supplied to us, and we shall have no liability for any loss or damage caused by Your Company's failure to maintain such copies and we shall not be deemed Your Company’s official record keeper for regulatory or other purposes.

1.3. We may modify, remove, revise or update any features, functions, brand, third-party provider, or other element of its systems or processes for the System Services and Specifications from time to time as needed.

1.4. Your Company hereby acknowledges and agrees that certain data, services or software provided under these Terms for use with the System Services is data, services and software of certain third parties, including banks and data feed providers (“Third Party Providers”), and that such data, services and software (“Third Party Data and Services”) contain information obtained, selected and consolidated by Third Party Providers under the authority of the Third Party Providers, that Your Company’s use of the Third Party Data and Services must be authorized and will be regulated by the Third Party Providers, that the Third Party Providers retain all intellectual property rights in the Third Party Data and Services and further that the Third Party Providers may require that they be provided with information and data about Your Company and Authorized Users in connection with their provision of Third Party Data and Services. Your Company agrees to comply with any specific conditions related to the Third Party Data and Services imposed by the Third Party Providers and as notified to you by us or the Third Party Providers from time to time. Your Company also acknowledges that the Third Party Providers may modify the Third Party Data and Services, discontinue availability of Third Party Data and Services or modify the rules concerning availability and applicable royalties, costs, expenses and/or fees of any of the Third Party Data and Services, in which case neither we nor the Third Party Providers may be held responsible for such modification or the discontinuance of the System Services and the Third Party Data and Services. Any changes required by the Third Party Providers shall be made a part of these Terms by us providing written notice to Your Company of any such changes. Your Company shall indemnify us against any claim brought by a Third Party Provider against us arising from Your Company’s use of the Third Party Data and Services in violation of such Third Party Provider’s rights or the terms of this Section 1.4.

1.5 Our employees and agents will only use and disclose Your Company Data as is required to provide the System Services and to comply with, and enforce, the terms of these Terms. We will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Your Company Data, protect against any anticipated threats or hazards to the security or integrity of Your Company Data and protect against unauthorized access to or use of Your Company Data.

2. YOUR COMPANY’S OTHER OBLIGATIONS.

2.1. Your Company shall be responsible, at its expense, for procuring and maintaining the computer hardware, systems software and other items required for access and use of the System Services (“System Requirements”) including those described in the Documentation and for updating the System Requirements in accordance with our published updates to the Documentation.

2.2. Each Authorized User will be provided a unique access code in order to access the System Services (a “Password”). Your Company agrees to hold Passwords in strict confidence and will not assign, share, sell, barter, transfer, exchange, misuse or abuse the Passwords in any way or attempt in any way to disable, deactivate or render ineffective the password protection of the System Services. If Your Company suspects or learns that a Password is being used to gain unauthorized access to the System Services, Your Company will immediately notify us at which time we will change the Password. Your Company shall indemnify and hold us harmless from any liability resulting from access to Your Company’s information or a security breach by any Person using a Password issued to Your Company. We may suspend access to the System Services without advance notice if we reasonably believe the System Services are being used or accessed by any Person in an unauthorized, illegal or disruptive manner.

3. INDEMNITIES.

3.1. Provider shall indemnify and defend Your Company against any third-party claim alleging that Provider’s System Services alone, as and when made available to Your Company and when properly used for the purpose and in the manner specifically authorized by the Agreement, infringes upon any patent, copyright, or trade secret enforceable under applicable Law duly issued as of the Effective Date. If any applicable infringement claim is initiated, or in our sole opinion is likely to be initiated, then we shall have the sole option, at our expense, to: (i) modify or replace all or part of the System Services; (ii) procure for Your Company the right to continue using the System Services; or (iii) remove and terminate use of all or part of the System Services without penalty. The remedies provided in this Section 3.1 are Your Company’s sole remedies for a claim of infringement or misappropriation hereunder. The obligations in this Section 3.1 are contingent upon: (i) the indemnified party promptly notifying the indemnifying party in writing of any claims for which it seeks indemnity, including all materials received by the party related to the claim and an identification of the relevant System Services; (ii) the indemnifying party having sole control over the defense and settlement of such claims; (iii) the indemnified party reasonably cooperating during defense and settlement efforts; and (iv) the indemnified party not making any admission, concession, consent judgment, default judgment or settlement of such claim or any part thereof.

3.2. Except for any claims solely caused by Provider’s breach of the Agreement, Your Company shall defend Provider from and against any breach of your obligations under these Terms and any and all claims asserted against Provider by or on behalf of any other Person (including Authorized Users and your customers) and shall indemnify and hold harmless Provider from and against any damages, costs, and expenses of such Persons awarded against Provider by a final court judgment or an agreement settling such claims and/or incurred defending any such actions.

4. WARRANTIES AND LIMITATIONS OF LIABILITY.

4.1. Your Company warrants that it has the full legal right to grant to us the right to use the data, software, files, designs, plans, specifications, improvements, works or other materials provided by or on behalf of Your Company for storage on or inclusion in the System Services, or Specifications including Your Company Data (collectively, “Your Company Materials”) and that Your Company Materials: (a) do not infringe upon any patent, copyright, trade secret or other proprietary right of any Person, and (b) comply with all applicable laws. Your Company warrants to us that Your Company has obtained all necessary assignments or licenses and waivers of moral rights from its employees and/or contractors, including the right to modify any applicable work contained in Your Company Materials and to associate any applicable work contained in Your Company Materials with any product or service. Your Company shall indemnify and defend us against any third party claim alleging a breach of the foregoing warranties or an infringement of any patent, copyright, trade secret or other proprietary right of any Person to the extent the infringement claim results from a modification of the System Services or Specifications by Your Company (or a third party permitted by Your Company to make such modification).

4.2. We shall have no liability for any loss or damage resulting from any application of the results obtained from the use of the System Services or from any unintended or unforeseen results from the use thereof.

4.3. Provider is not obligated or liable under any provision of the Agreement for any performance problem, claim of infringement or other matter resulting, in whole or in part, from: (i) any modification of Provider Property (other than a modification made solely by Provider); (ii) any use of Provider Property in breach of the Agreement; (iii) any combination of Provider Property with any other software, hardware, product, technology, data or services; (iv) any Third Party Data and Services; (v) any transaction processed on behalf of Your Company or its Affiliates, Authorized Users, or customers, including any credit, fraud or counterfeit losses; or (vi) any negligence, wrongful act, or breach of the Agreement by Your Company or its Affiliates, Authorized Users, or customers.

4.4. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SYSTEM SERVICES, SOLUTIONS, AND SPECIFICATIONS ARE PROVIDED “AS IS”, AND ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE (INCLUDING IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, UNINTERRUPTED OR ERROR-FREE OPERATION, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT) ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMED AND EXCLUDED FROM THE AGREEMENT.

4.5. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOUR COMPANY OR ANY OTHER PERSON FOR LOSS OR CORRUPTION TO YOUR COMPANY MATERIALS. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR THE TRUTH, ACCURACY, SEQUENCE, TIMELINESS OR COMPLETENESS OF ANY INFORMATION (INCLUDING THIRD PARTY DATA AND SERVICES) PROVIDED BY OR PROCESSED BY THE SYSTEM SERVICES OR THE THIRD PARTY PROVIDERS, FOR ANY INCONVENIENCE CAUSED BY THE LOSS OF THE THIRD PARTY DATA AND SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS IN THE OPERATION OF THE SYSTEM SERVICES FROM WHATEVER CAUSE.

4.6. OUR TOTAL AGGREGATE LIABILITY UNDER OR RELATED TO THESE TERMS, EXCEPT FOR OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 3.1, SHALL UNDER NO CIRCUMSTANCES EXCEED ONE HUNDRED THOUSAND DOLLARS 00/100 (US $100,000.00), EVEN IF SUCH IS DEEMED A FAILURE OF ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO ANY OTHER PERSON FOR LOSSES OR DAMAGES WHICH FALL INTO ANY OF THE FOLLOWING CATEGORIES: (I) LOST REVENUES; (II) LOST PROFITS; (III) LOSS OF BUSINESS; (IV) TRADING LOSSES; (V) INACCURATE DISTRIBUTIONS; OR (VI) ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING ANY OF THE FOREGOING LOSSES OR DAMAGES RESULTING FROM YOUR COMPANY’S USE OF THE SYSTEM SERVICES PROVIDED HEREUNDER, OR ARISING FROM ANY BREACH OF THE AGREEMENT OR ANY TERMINATION OF THE AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

4.7. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTION 4.6 SHALL NOT APPLY TO: (I) DAMAGES CAUSED BY FRAUD OR WILLFUL MISCONDUCT; (II) LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO NEGLIGENCE; AND (III) A PARTY’S LIABILITY FOR DAMAGES TO THE EXTENT THAT SUCH A LIMITATION OR EXCLUSION OF SUCH DAMAGES IS NOT PERMITTED BY APPLICABLE LAW.

4.8. The warranties made by us in these Terms, and our obligations under these Terms, run only to Your Company and not to any other Persons. Under no circumstances shall any Person (including your Affiliates) be considered a third party beneficiary of these Terms or otherwise entitled to any rights or remedies under these Terms, even if such Persons are provided access to the System Services or data maintained therein via the Internet or other networked environment. Your Company shall have no rights or remedies against us except as specified in these Terms. No action or claim of any type relating to these Terms may be brought or made by Your Company more than one (1) year after Your Company first has knowledge of the basis for the action or claim.

5. Intellectual Property AND CONFIDENTIALITY.

5.1 “Provider Property” means: (i) any current or prospective software solution, System Services, Specifications, or Output; (ii) the pricing, source code, visual expressions, and other parts, features, functions, user interfaces, and design features of such System Services, Specifications, or Output; (iii) the methods, algorithms, formulae, passwords, and concepts used in developing and/or incorporated into the System Services, Specifications, or Output; and (iv) any improvements, derivative works, modifications, customizations, enhancements, or work product related thereto (whether tangible or intangible, by whomever made). “Output” means documents, reports, statements and other output of the System Services, but excludes Your Company Data.

5.2. Provider (or its licensors) own, and notwithstanding anything to the contrary, Your Company (and its users) do not acquire any right, title or interest in, to or under, any copyright, trademark, trade name, trade secret, patent, database rights or other intellectual property right (“IP Right”) in or to any Provider Property. All Provider Property are (i) trade secrets of Provider or its licensors, having great commercial value to Provider or its licensors, and (ii) owned solely and exclusively by Provider or its licensors, regardless of who participated in their creation or the medium of expression. Provider may use all of Your Company’s comments and suggestions for the improvement of any Provider Property without accounting or reservation. Your Company shall not provide any such comments or suggestions that are confidential or proprietary to any third party. Your Company hereby unconditionally and irrevocably assigns, transfers, and conveys to Provider all of Your Company’s right, title, and interest in and to any Provider Property and all IP Rights therein or thereto. Your Company shall take any action reasonably requested by Provider in order to perfect Provider’s ownership of its IP Rights in or to any Provider Property.

5.3. Except as otherwise specifically permitted in the Agreement, Your Company shall not, shall not attempt to, and shall not permit any others to: (i) use any Provider Property for any purpose or in any manner not specifically authorized by the Agreement; (ii) make or retain any copy (including electronic or temporary copy) of any Provider Property; (iii) create or recreate the source code for any System Services, or re-engineer, reverse engineer, decompile or disassemble, attempt to derive the source code, trade secrets or know-how in or underlying, the Provider Property; (iv) alter, remove, obscure, tamper, or revise any proprietary, restrictive, trademark or copyright notice included with, affixed to, displayed in, encoded or recorded in, on or by Provider Property, or fail to preserve all copyright and other proprietary notices in any copy of any Provider Property not made by Provider; (v) modify, adapt, alter, translate or create derivative works from any Provider Property, or combine or merge any part of the Provider Property with or into any other software or documentation, except to the extent applicable Law requires that Your Company have the right to do so; (vi) refer to, disclose or use any Provider Property as part of any effort to: (a) develop a program having any functional attributes, visual expressions or other features similar to those of any System Services; or (b) compete with Provider; (vii) sell, lease, rent, assign, transfer, market, license, reproduce, sublicense, distribute or grant to any third party, including any outsourcer, vendor, sub-contractor, consultant or partner, any right to use any Provider Property or allow any third party to use or have access to any Provider Property, whether on Your Company’s behalf or otherwise; (viii) perform benchmark testing, or publish any results of any authorized benchmark testing, on any System Services; (ix) interfere with, modify, disrupt, or disable features or functionality of any System Services, including any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of any System Services; (x) attempt to gain unauthorized access to any System Services or its related systems or networks; or (xi) use any System Services to conduct any type of application service provider, rental, service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any third party, whether on a fee basis or otherwise or use or otherwise provide, directly or indirectly, any System Services to or for the benefit of any third party.

5.4. Your Company acknowledges that the restrictions in these Terms are reasonable and necessary to protect our legitimate business interests and that any breach of any breach of any of the confidentiality, non-use and intellectual property obligations of the Agreement and/or any infringement, ownership, and enforceability of any intellectual property right may result in irreparable injury to us for which money damages may not adequately compensate. If there is a breach or likely breach, then we shall be entitled, in addition to all other rights and remedies which we may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court requiring the breach to be cured or enjoining all Persons involved from continuing the breach. The existence of any claim or cause of action that Your Company or any other Person may have against us shall not constitute a defense or bar to the enforcement of any of the provisions of this Section 5.4. Notwithstanding the foregoing, each party irrevocably: (i) agrees that the Florida state courts located in the City of Jacksonville, Florida, Duval County, or the United States District Court for the Middle District of Florida, sitting in the City of Jacksonville, Florida, shall have exclusive jurisdiction to adjudicate any of the foregoing claims for injunctive relief and damages or the breach or validity of this Section 5.4 and consents to submit itself to the personal jurisdiction of such courts; (ii) agrees that such courts shall be the proper venue therefor; (iii) waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought; and (iv) waives the right to trial by jury in any such action or proceeding.

5.5. If we process any personal data on Your Company’s behalf when performing our obligations under these Terms, then: (a) Your Company shall be the data controller and we shall be a data processor; (b) Your Company acknowledges and agrees that the personal data may be transferred or stored outside the country where Your Company and the Authorized Users are located (including in the United States and other locations outside the EEA) in order for us to provide the System Services and our other obligations under these Terms; (c) Your Company shall ensure that it is entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on Your Company’s behalf; (d) we shall process the personal data only in accordance with the terms of these Terms; and (e) each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

5.6. “Confidential Information” means all business or technical information disclosed by Disclosing Party to Receiving Party in connection with the Agreement. Your Company’s Confidential Information consists of Your Company Materials. Provider’s Confidential Information includes: (i) Provider Property, (ii) Provider’s Personal Data and (iii) the terms of the Agreement. Except for Personal Data, neither party shall be obligated to preserve the confidentiality of any information that: (a) was previously known; (b) is a matter of public knowledge; (c) was or is independently developed without reference to or use of the other party’s Confidential Information; (d) is released for disclosure with the other party’s written consent; or (e) is received from a third party to whom it was disclosed by the Disclosing Party without restriction. Provider may use and disclose Your Company’s name and logo as reasonably necessary to perform any Services. “Personal Data” means any information relating to an identified or identifiable natural person.

5.7 The party receiving Confidential Information (“Receiving Party”) of the other (“Disclosing Party”) shall not use Confidential Information for any purpose except as necessary to implement, perform or enforce the Agreement. Receiving Party will use the same reasonable efforts as it uses to protect its own proprietary information and data (but in any event not less than a reasonable standard of care) to: (i) keep all Confidential Information of Disclosing Party strictly confidential; (ii) not disclose the Confidential Information of Disclosing Party to anyone other than its Authorized Recipients; and (iii) only use Personal Data as permitted by applicable Laws. Receiving Party will promptly notify Disclosing Party if Receiving Party discovers any improper use or disclosure of Confidential Information and will promptly commence all reasonable efforts to investigate and correct the causes of such improper use or disclosure. “Authorized Recipient” means: (a) with respect to Your Company, Your Company and any employee of Your Company, its Affiliate, customer, or agent, provided such Person is not a competitor of Provider; and (b) with respect to Provider, Provider, its Affiliates and their respective employees, contractors, customer, or agents, and in the case of (a) or (b) that has a reasonable need to know the Confidential Information in connection with the use or provision of the System Services and who are required to protect and restrict the use of the other party’s Confidential Information in accordance with terms substantially similar to the requirements of the Agreement. If Receiving Party believes the Confidential Information must be disclosed or made publicly available under applicable Law, an order of a court of competent jurisdiction or in response to a request from a governmental regulator, Receiving Party may do so provided that, to the extent permitted by such applicable Law, court of competent jurisdiction or governmental regulator, the Disclosing Party is given a reasonable opportunity to contest such disclosure and obtain a protective order, and shall in any event omit all pricing, service level or System Services specific information from any such disclosure or public filing, unless such omission is prohibited by Law.

5.8. Notwithstanding the foregoing, Your Company authorizes Provider to store (where applicable) and use all data provided by or on behalf of Your Company and/or its users, in connection with the System Services, and all information that is derived from such data, in order to provide the System Services, to create Depersonalized Information, and for other purposes permissible under applicable Law, and to disclose Depersonalized Information to third parties. “Depersonalized Information” means data provided by or on behalf of Your Company, its users, in connection with the System Services, and all information that is derived from such data, that has had names and other personal information removed such that it is not reasonably linkable to any Person, household, or device. Provider may use its Affiliates in creating the Depersonalized Information.

5.9. Each party will implement reasonable administrative, technical and physical safeguards designed to: (i) ensure the security and confidentiality of the other party’s Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the other party’s Confidential Information; and (iii) protect against unauthorized access to or use of the other party’s Confidential Information. We shall be permitted to publicize the existence of the relationship hereunder.

6. TERMINATION.

6.1. Term. These Terms shall have a term (the “Term”) that begins on the Effective Date and shall continue for the greater of: (i) one (1) year, or (ii) for so long as you continue to be authorized to use the System Services; unless earlier terminated in accordance with this Section 6 or otherwise.

6.2. Termination by us. We may immediately terminate these Terms, by giving notice of termination to Your Company, if Your Company breaches any of its obligations under these Terms and does not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) after we give written notice to Your Company describing the breach in reasonable detail.

6.3. Termination by Your Company. Your Company may immediately terminate these Terms, by giving notice of termination to us, if we materially breach any of our obligations under these Terms and do not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) after Your Company gives written notice to us describing the breach in reasonable detail.

6.4. Effect of Termination. Upon a termination of these Terms, whether under this Section 6 or otherwise, Your Company shall: (a) immediately cease all use of Provider Property, and (b) promptly return to us all copies of any Provider Property and Confidential Information then in Your Company’s possession. Your Company shall remain liable for all payments due to us with respect to the period ending on the date of termination. Within thirty (30) days after termination, Your Company shall give notice to us containing reasonable instructions regarding the disposition of tapes, data, files and other property belonging to Your Company and then in our possession. We shall comply with that notice, except that we may retain all such property until we receive all payments due to us under these Terms. Upon request contained in such notice, we shall convert Your Company’s data to machine readable form to the extent practicable and at Your Company’s expense. If Your Company fails to give that notice within thirty (30) days after termination of these Terms, then we may dispose of such property as we see fit.

7. MISCELLANEOUS.

7.1. Provider shall comply with all laws, enactments, orders and regulations (“Laws”) applicable to it as the provider of the System Services under the Agreement. Your Company shall comply with all Laws applicable to it as the recipient and user of the System Services under the Agreement. Each party acknowledges and agrees that: (i) it has complied with and shall continue to comply with all applicable Laws relating to anti-bribery and anti-corruption; and (ii) it shall maintain in place throughout the Term of the Agreement its own reasonable policies and procedures to ensure compliance with such anti-bribery and anti-corruption Laws.

7.2. These Terms shall bind, benefit and be enforceable by and against us and Your Company and each party’s respective successors and assigns. Your Company may not assign these Terms or any of its rights hereunder, nor delegate any of its obligations hereunder, without our prior written consent. For the purposes of this Section 7.2, any change in control of Your Company and any assignment by merger or otherwise by operation of law shall constitute an assignment of these Terms.

7.3. Provider shall not be liable for any loss, damage or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, terrorist actions, criminal acts by unrelated third parties, wars, fires, floods, weather, power failure, telecommunications outage, acts of any military, civil or regulatory authority, or acts of God (“Force Majeure Event”).

7.4. Provider is an independent contractor. Neither Provider nor any of its representatives are an employee, partner or joint venturer of Your Company. The System Services may be provided by Provider or its Affiliates or their respective subcontractors. Provider shall remain solely responsible for the work performed by its Affiliates and its, or its Affiliates’, subcontractors. Accordingly, Your Company shall have no direct recourse, and shall assert no claim, against any subcontractor of Provider or its Affiliates.

7.5. Provider’s Confidential Information is subject to export control Laws, including those of the United States of America. Your Company shall not import, export or utilize Provider’s Confidential Information where a license or other authorization is required by Law without first securing such license or authorization.

7.6. A determination that any provision of these Terms is invalid or unenforceable shall not affect the other provisions of these Terms. Section headings are for convenience of reference only and shall not affect the interpretation of these Terms.

7.7. The Agreement states the entire agreement and understanding between the parties and supersedes all prior representations, agreements and understandings, whether written or oral, relating to its subject matter. In entering into the Agreement, each party acknowledges and agrees that it has not relied on any representation, warranty, collateral contract or other assurance (whether negligently or innocently made), except those expressly set out in the Agreement. A determination that any provision of the Agreement is invalid or unenforceable shall not affect the other provisions of the Agreement. No modification of the Agreement (except where Provider is expressly permitted to unilaterally change terms as of the Effective Date), and no waiver of any breach of the Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. These Terms may be executed and delivered by electronic means. Electronic signatures will be deemed original signatures for all purposes and will legally bind the parties to the same extent as an original signature. No waiver of any breach of the Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of the Agreement. Termination of the Agreement shall not impact any right or obligation arising prior to termination, and in any event, Sections 3, 4, 5, 6, and 7 shall survive termination of the Agreement. As used in the Agreement, the word “including” means including but not limited to.

7.8. All notices, consents and other communications under or regarding these Terms shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt, the third business day after being mailed by first class, certified, air mail, or the first business day after being sent by a reputable overnight delivery service. Any notice may be given by facsimile, provided that a signed written original is sent by one of the foregoing methods within twenty-four (24) hours thereafter. Your Company’s address shall promptly be provided via email upon Provider’s request. Our address for notices is 601 Riverside Avenue, Jacksonville, FL 32204, Attention: General Counsel. Either party may change its address for notices by giving written notice (e-mail shall suffice) of the new address to the other party.

7.9. The Agreement and any dispute, difference, controversy or claim arising, directly or indirectly, out of or in connection with it or its subject matter or formation (including non-contractual disputes, differences, controversies or claims) is governed by and shall be construed, resolved, and enforced in accordance with the Laws of the State of New York without regard to that state’s choice-of-law provisions or principles. Each party irrevocably agrees that any such dispute, difference, controversy or claim shall be settled by arbitration in the City of Jacksonville, Florida, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including, when applicable, the AAA procedures for Large, Complex Commercial Disputes), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Agreement and shall not have the power to award damages other than those described in the Agreement. Except as may be required by Law, or if necessary to obtain a judgment on the award, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement or its subject matter.