TERMS AND CONDITIONS
CONDITIONS OF USE
BY USING THIS WEBSITE AND/OR THE SERVICE(S) OFFERED BY FENRIS INC. D/B/A FENRIS DIGITAL (“US”, “WE”, “OUR”, OR THE “COMPANY”), YOU (“YOU”, “YOUR”, OR THE “CUSTOMER”) CERTIFY THAT YOU HAVE READ AND REVIEWED THE TERMS AND CONDITIONS (HEREINAFTER, THE “AGREEMENT”) AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT WANT TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ARE ADVISED TO STOP USING THE COMPANY’S WEBSITE AND SERVICES. COMPANY ONLY GRANTS USE AND ACCESS OF THIS WEBSITE, ITS PRODUCTS, AND ITS SERVICES TO THOSE WHO HAVE ACCEPTED ITS TERMS.
WEBSITE LIMITED LICENSE
As a user of this website, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this website in accordance with this Agreement. The Company may terminate this license at any time for any reason.
“Licensed Data” shall mean any information, data or scores that Company provides to Customer through the Services in response to an API request.
“Monthly Uptime Percentage” is defined as the percentage of total minutes in a month (less any scheduled maintenance minutes during the Scheduled Maintenance Period) where the service met the definition for Uptime.
“Services” shall mean the data and analytics products offered by the Company through its API endpoints.
“Supplemental Terms” shall mean those terms and conditions associated with a particular Service or Services, including any data licensing and usage restrictions and representations, warranties and indemnities made by you, the Customer, in connection with your use of the such Service or Services.
“Permitted Use” shall mean the use of Licensed Data for the purpose of (i) insurance application prefill in connection with a consumer’s request for an insurance quote and where a consumer has the opportunity to verify or validate the information contained in the application, (ii) lead or applicant scoring for pre-quote application routing based on risk tolerance categorization, (iii) market segmentation or lead evaluation other than in connection with underwriting and/or claims processing, or (iv) solely with respect to Licensed Data received from the Life Events Monitoring Service, for direct marketing to existing customers of Customer.
“Scheduled Maintenance Period” shall mean Sundays between the hours of 12 AM and 12 PM Eastern time, or such other time as Company may determine outside of normal business hours.
“Unplanned Maintenance” means any interruption to the Services that was not planned by Company.
“Uptime” means the API hosted by Company returns available data or an HTTP status 200 (or other satisfactory return types) for all documented request types, as applicable.
SAAS SERVICES AND SUPPORT
Use of our website and services is restricted to registered users. In connection with the registration process, you may be asked to provide private information, including contact information, registration of payment data, and insurance licensure information relating to your use of the data from our services. You are responsible for ensuring the accuracy of this information, and for maintaining the safety and security of your identifying information. You are also responsible for all activities and usage of our services that occur under your account or user id. As part of the registration process, you will be asked to identify an administrative point of contact for your account.
If you think there are any possible issues regarding the security of your account, it is your responsibility to inform us immediately so we may address them accordingly.
We reserve all rights to terminate accounts at our sole discretion.
SCOPE OF SERVICES
Subject to the pricing schedule(s) for specific Services which you have selected and for which you have a legitimate use, as set forth in this Agreement or the Supplemental Terms, the Company agrees to provide the Services to you. Reference to the Services shall be deemed to include the data returned by such Service as well as any software provided by the Company required for the use of the Services. This Agreement shall encompass any and all delivery methods, including, but not limited to, online, batch, or any other means made available to you by the Company. You acknowledge and understand that the use of the Services may be subject to verification of your credentials in accordance with the Company’s policies and procedures.
RESTRICTIONS AND RESPONSIBILITIES
The Company hereby grants to Customer a restricted license to use the Services, subject to the restrictions and limitations set forth below:
(i) Generally, the Company grants to Customer a restricted license to use the Services solely for Customer’s own internal business purposes. Customer represents and warrants that all of Customer’s use of the Services shall only be for legitimate business purposes, including those specified by Customer in connection with a specific information request, relating to its business, and as otherwise governed by this Agreement and any applicable Supplemental Terms.
(ii) You agree not to use the Services to provide data processing services to third parties or evaluate data for third parties or, without our consent, to compare the Services against a third party’s data processing services.
(iii) You represent, covenant, and warrant that you will use the Services and the Licensed Data only for a Permitted Use and in accordance with all applicable laws and regulations related thereto. Access to the Services is limited to use in the United States and its territories.
(iv) Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. We reserve the right to terminate your access to the Services and Licensed Data if you are suspected or found to be in violation of this Agreement.
The Services are not provided by “consumer reporting agencies”, as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”) and do not constitute “consumer reports,” as that term is defined in the FCRA. Accordingly, the Services may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA. Further, (A) Customer certifies that it will not use any of the information it receives through the Services to determine, in whole or in part an individual’s eligibility for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including without limitation apartment rental, check-cashing, or the opening of a deposit or transaction account; (B) by way of clarification, without limiting the foregoing, Customer may use, except as otherwise prohibited or limited by this Agreement, information received through the Services for insurance application prefill in connection with a consumer’s request for an insurance quote and where a consumer has the opportunity to verify or validate the information contained in the application.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. Customer acknowledges that the information available through the Services may include sensitive information and it is Customer’s obligation to keep all such accessed information confidential and secure. Customer shall (a) restrict access to the Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the Services for personal reasons, or (ii) transfer any information received through the Services to any party except as permitted hereunder; (c) keep all user ids, passwords, client ids or client secrets confidential; (d) take all commercially reasonable measures to prevent unauthorized access to, or use of, the Services or data received therefrom, whether in electronical form or hard copy, by any person or entity; (e) be capable of receiving the Services where the same are provided utilizing “secure socket layer,” or similar means of secure transmission as is deemed reasonably by the Company; (f) take all steps to protect their networks and computer environments used to access the Services from compromise; and (g) maintain policies and procedures to prevent unauthorized use of the Services.
Customer will immediately notify Company if Customer suspects, has reason to believe or confirms that its user ids or credentials or the Services (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose contrary to the terms and conditions herein. Customer shall remain solely liable for all costs associated therewith and shall further reimburse Company for any expenses it incurs due to Customer’s failure to prevent such impermissible use or access of user ids and/or the Services, or any actions required as a result thereof. Furthermore, Customer acknowledges that, upon unauthorized acquisition or access of or to the Services, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a "Security Event"), Customer shall, in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in Company’s reasonable discretion. Customer agrees that such notification shall not reference Company or the Services through which the data was provided, nor shall Company be otherwise identified or referenced in connection with the Security Event, without Company’s express written consent. Customer shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. Customer shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys’ fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with the Security Event, and to the extent that any claims are brought against Company, shall indemnify Company from such claims. Customer shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to Company for review and approval prior to distribution. In the event of a Security Event, Company may, in its sole discretion, take immediate action, including suspension or termination of Customer’s account, without further obligation or liability of any kind.
INTELLECTUAL PROPERTY RIGHTS
Customer shall own all right, title and interest in and to the Customer Data. “Customer Data”, as used in this Agreement, means any data provided, uploaded, or otherwise transmitted by or on behalf of Customer in connection with your use of the Services. Customer acknowledges that Company has no control over the content of Customer Data and Customer shall be solely responsible to ensure that all Customer Data and/or other information transmitted or submitted through the Services (A) complies with all applicable laws and regulations now in place or enacted in the future (including privacy and publicity rights); and (B) does not infringe or violate any intellectual property rights or confidential information of a third party.
To the extent Customer receives a request from a regulatory or governmental body requiring or requesting information regarding the Licensed Data or the Services, Customer will provide prompt notice to Company regarding the nature of the information requested and so that Company, at its sole expense, may provide relevant information or seek to make such information disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality and/or permitted uses of Company’s data and/or scores.
Customer agrees that Customer shall not reproduce, retransmit, republish or otherwise transfer for any commercial purposes the Services. Customer acknowledges that Company (and/or its third party data providers) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, Trade Secret and related laws in and to the Services and the information that they provide. Customer shall promptly notify Company of any threatened or actual infringement of Company’s rights. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by Company in connection with the Services or support therefor, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) that does not identify any individual or Customer as the provider of the data (collectively, the “Aggregate Data”), and Company will be free (during and after the Term of this Agreement) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and/or (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Company further shall solely own all right, title and interest in and to (i) any software platform used to analyze, process, append or enhance the Customer Data and deliver the Licensed Data, and (ii) all format, syntax, and templates or processes utilized by Company in providing the Services to Customer. No rights or licenses are granted except as expressly set forth herein. During the Term, Company may compile, store, extract, and/or modify Customer Data transmitted via the Services under this Agreement solely to create Non-Identifiable Data. “Non-Identifiable Data” means Customer Data that does not identify and does not contain any information that identifies Customer or its affiliates or any third party as the source of the Customer Data. To the extent allowed by law, Company may use Non-Identifiable Data solely to aggregate the Non-Identifiable Data with similar data from other Company customers and use such aggregated data for (a) internal business purposes (e.g., improving the Services and Company’s matching algorithms) and/or (b) to create statistical or benchmarking data, norms, and other information (“Data Product”) that is then shared internally, with Customer, Company’s other customers, prospective customers, and third parties. Use of Customer Data to develop Non-Identifiable Data shall be on a royalty-free, irrevocable basis, and Company shall own all right, title and interest in the aggregated Non-Identifiable Data.
Customer and Company acknowledge that they each may have access to confidential information of the disclosing party (the “Disclosing Party”) relating to the Disclosing Party’s business including, without limitation, technical, financial, strategies and related information, Trade Secrets (as defined below) and other information, and in the case of Company’s information, product information, pricing information, product development plans, forecasts, the Services, and other business information that is non-public and proprietary (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes Customer Data. “Trade Secret” shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of “trade secret” set forth under applicable law. The receiving party (“Receiving Party”) agrees: (i) to take reasonable precautions to protect such Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care, and (ii) not to use (except in performance or use of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the obligations applicable to Confidential Information shall not apply with respect to any information after five (5) years following the expiration or termination of this Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public, through no fault of the Receiving Party, or (b) was in its possession or known by it (on a non-confidential basis) prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.
The terms and conditions of this Agreement including all Supplemental Terms hereto and any policies, business practices, plans and methods not in the public domain which may be known or disclosed to either party as a result of this Agreement shall be considered Confidential Information.
Motor Vehicle Data. If Customer subscribes to one or more Services where Customer receives motor vehicle data or driver information, Customer agrees that it will not advertise, disclose or in any way publicly announce through any media or directly to third parties that it has entered into this Agreement or the use and source of the motor vehicle data, without the express prior written consent of Company.
PAYMENT OF FEES
You agree to pay the Fees for the Services in accordance with the terms described in the product description for the applicable Service (the “Fees”). You are responsible for payment of all applicable Fees for all Services used by you or otherwise obtained through your account credentials, provided access to your account credentials is not the result of use by a person employed by the Company (and not employed by you at the time of use) or who obtains your account credentials by or through unauthorized access to Company’s offices, premises or documents. We will invoice you monthly in arrears for your usage for the previous month. Invoices will be delivered electronically via email to the contact designated when you registered for the Services. Full payment for invoices issued in any given month must be received by us thirty (30) days after the mailing date of the invoice. You agree to promptly notify us of any changes to your billing contact information.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. We will assess a returned check fee of Twenty-Five Dollars ($25) or the maximum amount allowed under applicable law, whichever is great, for any check payments which are returned unpaid for reason of insufficient funds.
If you believe that you were billed incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
We reserve the right to change the Fees or applicable charges and to institute new charges and Fees in connection with a Service, provided that we will provide reasonable notice, either through email or via this website, prior to any change to the Fees taking effect.
Fees for the Services are exclusive of any state, local or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, you are responsible for all such taxes associated with the Services other than U.S. taxes based on the Company’s net income.
In addition to any other remedies we may have at law or in equity, we reserve the right to terminate your access to and use of the Services and the Licensed Data for your breach of the terms and conditions of this Agreement. In the event your access is terminated as a result of your breach of this Agreement, any undisputed amounts owed in connection with your use of the Services will be immediately due and payable. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Services may be temporarily unavailable during Company’s Scheduled Maintenance Period or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company will use commercially reasonable measures to deliver the Services with a Monthly Uptime Percentage of 99% (the “Uptime SLA”). The Uptime SLA does not apply to any performance issues: (i) caused by factors outside of Company's reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer’s equipment and/or third-party equipment (not within the primary control of Company).
FUTURE FUNCTIONALITY, UPDATES, AND BETA SERVICES.
You agree that your use of the Services is not contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by Company regarding future functionality or content. You acknowledge and agree that Company may make changes to the Services over time for any reason, without limitation, and that Company may not continue to provide or support older versions of Services. Company may invite Customer to try beta, preview, or evaluate similar Services. Any such Services are not supported and may be subject to additional or separate terms, and Customer shall be under no obligation to purchase a subscription for or use such Services.
DISCLAIMER OF WARRANTIES
COMPANY (SOLELY FOR PURPOSES OF DISCLAIMER OF WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY, COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS ARE COLLECTIVELY REFERRED TO AS “COMPANY”) DOES NOT MAKE AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. COMPANY FURTHER DISCLAIMS ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER THE SERVICES REQUESTED BY CUSTOMER AND TO COMPILE INFORMATION GATHERED FROM SELECTED PUBLIC RECORDS AND OTHER SOURCES USED IN THE PROVISION OF THE SERVICES; PROVIDED, HOWEVER, THAT ALL INFORMATION DELIVERED THROUGH THE SERVICES IS PROVIDED AND ACCEPTED BY THE CUSTOMER “AS IS”. Customer acknowledges and agrees that the Company obtains its data from third party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on Company for the accuracy or completeness of information supplied through the Services. Company reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of the Services. Due to the nature of public record information, the public records and commercially available data sources used in the Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. The Services are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should be independently verified.
LIMITATION OF LIABILITY
Neither Company, nor its officers, subsidiaries, affiliates, representatives, contractors and employees, nor any of its suppliers (including but not limited to all data, equipment and technology suppliers), shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from the Services) for any loss or injury arising out of or caused in whole or in part by use of the Services, including (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; or (b) for any indirect, exemplary, incidental, special or consequential damages, including, but not limited to, lost revenue; (c) or for any matter beyond Company’s reasonable control. If, notwithstanding the foregoing, liability can be imposed on Company, Customer agrees that Company’s aggregate liability for any and all losses or injuries arising out of any act or omission of Company in connection with anything to be done or furnished under this Agreement and any Supplemental Terms, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the amount of fees actually paid by Customer to Company under this Agreement during the six (6) month period preceding the event that gave rise to such loss or injury. Customer covenants and promises it will not sue Company for an amount greater than such sum even if Customer and/or third-parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against Company. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY CUSTOMER.
CUSTOMER HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS COMPANY AGAINST ANY DAMAGES, LOSSES, LIABILITIES, SETTLEMENTS AND EXPENSES (INCLUDING WITHOUT LIMITATION COSTS AND ATTORNEYS’ FEES) IN CONNECTION WITH ANY CLAIM OR ACTION THAT ARISES FROM (A) USE OF INFORMATION RECEIVED BY CUSTOMER (OR ANY THIRD-PARTY RECEIVING SUCH INFORMATION FROM OR THROUGH CUSTOMER) FURNISHED BY OR THROUGH COMPANY OR OTHERWISE FROM CUSTOMER’S USE OF SERVICES; (B) CUSTOMER’S BREACH OF THE TERMS, CONDITIONS, REPRESENTATIONS OR CERTIFICATIONS IN THIS AGREEMENT OR THE SUPPLEMENTAL TERMS, AS APPLICABLE, AND (C) ANY SECURITY EVENT.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
SURVIVAL OF AGREEMENT
Provisions of this Agreement related to release of claims, indemnification; use and protection of Company’s Services, payment for the Services, audit, Company’s use and ownership of Customer Data, disclaimer of warranties and other disclaimers, security, and governing law shall survive any termination of the license to use the Services.
Customer understands and agrees that, in order to ensure compliance with FCRA, DPPA, other similar state or federal laws, regulations or rules, Company’s obligations under its contracts with its data providers, and Company’s internal policies, Company may conduct periodic reviews and/or audits of Customer’s use of the Services. Customer agrees to cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited response is required. Violations discovered in any review and/or audit by Company will be subject to immediate action including, but not limited to, suspension or termination of the license to use the Services, legal action, and/or referral to federal or state regulatory agencies.
If any provision of this Agreement is found to be unenforceable or invalid, 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. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
RELATIONSHIP OF THE PARTIES
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions that would result in the application of the laws of another jurisdiction. Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in the Commonwealth of Virginia, and each party agrees not to bring an action in any other venue, waives all objections to this venue, and agrees not to dispute personal jurisdiction or venue in these courts.
Customer hereby grants to Company the express right to use Customer's company logo in marketing, sales, financial, and public relations materials and other communications solely to identify Customer as a Fenris customer. Customer will not name Company or refer to its use of the Services in any press releases, advertisements, promotional or marketing materials, or make any other third-party disclosures regarding Company or Customer’s use of the Services without Company’s prior written consent. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings or specifications without the prior written permission of the other party.