Effective Date: 2023
BY ACCEPTING THE FOLLOWING TERMS AND CONDITIONS (“TERMS AND CONDITIONS”), EITHER BY CLICKING A BOX INDICATING ACCEPTANCE OR BY EXECUTING AN ORDER DOCUMENT THAT REFERENCES THESE TERMS AND CONDITIONS, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS. IF ENTERING INTO THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
THE CUSTOMER’S USE OF THE SERVICES REQUIRES ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, THE CUSTOMER MAY NOT USE THE SERVICES.

1. SERVICES.
   1.1 General. All services provided by CORL under the Agreement (“Services”), including the Software Services, will be provided to Customer according to these Terms and Conditions, the Ordering Documents, and all schedules, exhibits, or other attachments made a part of the Agreement. In the event of a conflict between these Terms and Conditions and any Ordering Document or schedule, these Terms and Conditions will control, unless expressly stated to the contrary in the Ordering Document or schedule. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the applicable Ordering Document. “Agreement” means these Terms and Conditions and all Ordering Documents entered into between the parties.
   1.2 Services Delivery. Except as otherwise set forth on an applicable Ordering Document, CORL may provide the Services from any facility and may from time to time transfer any or all of the Services being provided hereunder to any new facility(ies) or relocate the personnel, equipment and other resources used in providing those Services.
2. SOFTWARE SERVICES.
   2.1 Software Services. CORL will provide Customer, and its authorized employees, contractors and other personnel authorized by Customer (“End Users”) identified on the applicable Ordering Document, with access to the software products and related services provided by CORL via a web browser (or mobile application) and identified on the applicable Ordering Document (“Software Services”). During the Term and subject to Customer’s compliance with the Agreement, CORL grants Customer the non-exclusive, nontransferable, non-assignable, and limited right to allow End Users to remotely access the Software Services specified on the Ordering Document to provide data and information as requested by CORL to in accordance with the terms of the Agreement.
   2.2 Support Services. CORL shall provide support services in accordance with Schedule 2. Customer shall cooperate with CORL in all matters relating to the support services and appoint a Customer employee to serve as the primary contact with respect to support services under the Agreement.
   2.3 Restrictions. Customer shall not lease, license, sell, sublicense or otherwise transfer its access to or use of the Software Services. The Software Services may only be used by Customer and End Users (and only the number of End Users authorized on the applicable Ordering Document). In addition, Customer shall not modify, create derivative works of, or attempt to decipher, decompile, disassemble or reverse engineer the Software Services. Nothing in the Agreement confers upon either party any right to use the other party’s Marks, except in CORL’s performance of the Services. All use of such Marks by either party will inure to the benefit of the owner of such Marks, use of which will be subject to specifications controlled by the owner.
   2.4 Assessments. CORL will review the Customer Data (as defined below) to provide Customer with an analysis of Customer’s potential security risks and vulnerabilities (each, a “Assessment”). Customer acknowledges and agrees that CORL is permitted to share the Assessments, in part or in whole (including, but not limited to, any designation or other classification that Customer has or has not obtained from CORL arising from or related to its potential security risks and vulnerabilities), with the past, current, future or potential service recipients of Customer’s products and/or services (collectively, “Service Recipients”) both during and after the Term.
3. PROFESSIONAL SERVICES. If specified in an Ordering Document, CORL may provide integration, implementation, or other professional services (each to the extent identified as professional services on a Statement of Work, “Professional Services”) to Customer in accordance with the applicable Ordering Document. CORL will own any improvements, enhancements, configurations, or other derivative works to the Software Services made by CORL in connection with the Professional Services. Any Statement of Work executed between a CORL Technologies LLC’s affiliate and Customer shall be considered a two party agreement between Customer and such affiliate. “Deliverables” means all Creations that are delivered to Customer by or on behalf of Company as a part of the Professional Services, together with any items identified as such in a Statement of Work. “Creations” means any tangible or intangible thing or information, in any language, format or medium now existing or hereafter developed, and all tangible embodiments thereof, whether or not such creation is or may in the future be protected under any intellectual property right or considered Confidential Information, including ideas, creations, inventions, discoveries, innovations, industrial models, improvements, designs, methods, processes, formulae, works of authorship, products, compositions, displays, models, prototypes, samples, findings, documentation, specifications, abstracts, research and development information, know-how, procedural knowledge, industrial property, utility models,
   data, databases, metadata, industrial designs, mask works, Confidential Information, content, lists, electronic data files, training materials and manuals, user guides, drawings, techniques, computer software (in object, source, interpreted or other code forms), modifications to software or documentation, business information, business plans, technical knowledge, technical information, maintenance information, brochures, labels, papers, records, text, sound recordings, videos, pictures, photographs, audiovisual works, pictorial reproductions, drawings, or other graphical representations, and all other items with similar characteristics.
4. RIGHTS RESERVED. Customer and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the Customer Materials (as defined below), including all intellectual property rights therein. CORL shall have no right or license to use any Customer Materials except during the Term to the extent necessary to provide the Professional Services to Customer. All other rights in and to the Customer Materials are expressly reserved by Customer. All right, title and interest, including all intellectual and proprietary rights, in and to the Software Services, Deliverables, and all CORL service marks, trademarks, trade names, logos, and any modifications to the foregoing (“Marks”) (and all suggestions, feedback, contributions, enhancements, improvements, additions, modifications, or derivative works thereto and copies thereof) will remain in possession of CORL. Customer acknowledges that the Software Services in source code form is the Confidential Information of CORL and that the source code is not licensed to Customer by the Agreement or any Schedule and will not be provided by CORL. No right or implied license or right of any kind is granted to Customer regarding the Services, including any right to use, reproduce, market, sell, translate, distribute, transfer, adopt, disassemble, decompile, reverse engineer the Software Services or the documentation thereof, or any portions thereof, or obtain possession of any source code or other technical material relating to the Software Services.
5. FEES AND PAYMENT TERMS.
   5.1 Services Fees. For the Services provided under the Agreement, Customer will pay CORL the fees in the amounts set forth on the applicable Ordering Document. Unless otherwise set forth on the applicable Ordering Document, applicable fees will be invoiced to Customer monthly in advance and payable (i) immediately upon invoice if Customer’s payment method is on file with CORL, or (ii) if no payment method has been provided to CORL, within thirty (30) days of invoice. Fees are non-cancelable and non-refundable. After the Initial Term, and at the beginning of each Renewal Term thereafter, CORL may adjust the fees applicable during the upcoming Renewal Term upon written notice provided at least sixty (60) days prior to the end of the Initial Term or applicable Renewal Term, as the case may be. All fees paid and expenses reimbursed under the Agreement will be in United States currency.
   5.2 Late Fees. Customer will pay a late fee of 1.5% per month (not to exceed the maximum allowed under state law) on all balances not paid when due. CORL, at its option, may suspend the Services, in whole or in part, if CORL does not receive all undisputed amounts due and owing under the Agreement within thirty (30) days after delivery of notice to Customer of the failure to pay such overdue balances.
   5.3 Taxes. The fees and expenses due to CORL as set forth in the Agreement are net amounts to be received by CORL, exclusive of all sales, use, withholding, excise, value added, ad valorem taxes or duties incurred by Customer or imposed on CORL in the performance of the Agreement or otherwise due as a result of the Agreement. This section will not apply to taxes based solely on CORL’s income.
   5.4 Offset. Fees and expenses due from Customer under the Agreement may not be withheld or offset by Customer against other amounts for any reason.
6. CUSTOMER OBLIGATIONS.
   6.1 Technical Requirements. Customer must have required equipment, software, and Internet access to be able to use the Software Services. Acquiring, installing, maintaining and operating equipment and Internet access is solely Customer’s responsibility. CORL neither represents nor warrants that the Software Services will be accessible through all web browser releases.
   6.2 Use of Software Services. Customer shall not and shall not permit others in using the Software Services to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or CORL; (ii) publish, ship, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortuous, indecent, unlawful, immoral or otherwise objectionable material or information (including any unsolicited commercial communications); (iii) publish, ship, distribute or disseminate material or information that encourages conduct that could constitute a criminal offense or give rise to civil liability; (iv) engage in any conduct that could constitute a criminal offense or give rise to civil liability for CORL; (v) misrepresent or in any other way falsely identify Customer’s identity or affiliation, including through impersonation or altering any technical information in communications using the Software Services; (vi) transmit or upload any material through the Software Services contains viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing CORL’s, or any other person’s or entity’s, network, computer system, or other equipment; (vii) interfere with or disrupt the Software Services, networks or servers connected to the CORL systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering any of the information submitted through the Software Services; (viii) attempt to gain unauthorized access to the Software Services, other CORL customers’ computer systems or networks using the Software Services through any means; or (ix) interfere with another party’s use of the Software Services, including any parties Customer has done business with or choose not to do business with through the Software Services. CORL has no obligation to monitor Customer’s use of the Software Services. However, CORL may at any time monitor, review, retain and disclose any information as necessary to satisfy or cooperate with any applicable law, regulation, legal process or governmental request. Customer shall use commercially reasonable efforts, including reasonable security measures relating to administrator account access details, to ensure that no unauthorized person may gain access to the Services.
   6.3 Compliance with Law. Customer agrees not to use (and will use its best efforts not to allow its End Users to use) the Software Services for illegal purposes or for the transmission of material that is unlawful, harassing, libelous (untrue and damaging to others), invasive of another’s privacy, abusive, threatening, or obscene, or that infringes the rights of others. Customer is solely responsible for any and all improper use of the Software Services that occurs as a direct or indirect result of any act or omission of Customer. Customer will notify CORL immediately of any unauthorized use of the Software Services or any other breach of security that is known or suspected by Customer.
   6.4 Professional Services. With respect to any Professional Services, Customer shall have the following obligations set forth in this Section 6.4.
   a. Customer Contract Manager. Customer shall cooperate with CORL in all matters relating to the Professional Services and appoint a Customer employee to serve as the primary contact with respect to the Agreement (the “Customer Contract Manager”).
   b. Access and Assistance; Customer Materials. Customer shall provide such access to Customer’s premises, facilities, and computer systems and networks (collectively, “Customer Materials”) as may reasonably be requested by CORL for the purposes of performing the Professional Services. Customer shall respond promptly to any CORL request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for CORL to perform the Professional Services. Customer shall provide such Customer Materials as set forth in the applicable Statement of Work or as CORL may reasonably request in order to carry out the Professional Services, in a timely manner, and ensure that it is complete and accurate in all material respects.
   c. Delay in Performance. If CORL’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, CORL shall not be deemed in breach of its obligations under the Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay, and CORL’s obligation to perform will be extended by the same number of days as Customer’s contingent action is delayed.
7. NON-DISCLOSURE AND CONFIDENTIALITY.
   7.1 Disclosure. Each party may disclose to the other party certain Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. “Confidential Information” means any information that is of value to its owner and is treated as confidential, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.
   7.2 Requirement of Confidentiality. The Recipient agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Recipient may disclose the Confidential Information of the Disclosing Party to its, and its affiliates, officers, employees, consultants and legal advisors who have a “need to know”, who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 7; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under the Agreement; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party. Customer acknowledges that the Software Services and documentation are the Confidential Information of CORL. The obligations in this Section 7 shall survive termination and continue for so long as the applicable information constitutes Confidential Information. Confidential Information shall not include information that: (a) is already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of the Agreement by, or other wrongful act of, the Recipient; (c) is developed by the Recipient independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
   7.3 Compelled Disclosure. If the Recipient becomes legally compelled to disclose any Confidential Information, the Recipient shall provide: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Recipient remains required by law to disclose any Confidential Information, the Recipient shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient’s legal counsel, the Recipient is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
   7.4 Customer Data; Data Use. “Customer Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an End User by or through the Services, but does not include any data collected, downloaded or otherwise received, directly or indirectly from any other user of the Services. Customer hereby grants to CORL: (a) a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data to the extent reasonably required for the performance of CORL’s obligations and the exercise of CORL’s rights under the Agreement during the Term; and (b) a non-exclusive license, perpetual, worldwide, irrevocable, royalty-free to copy, reproduce, store, distribute, publish, export, adapt, edit, translate and share Customer Data with a specific Service Recipient during and following the Term. Customer warrants to CORL that Customer has the right to provide such Customer Data to CORL in accordance with the Agreement. Additionally, Customer grants CORL a non-exclusive, perpetual, worldwide, irrevocable, royalty-free license to use, copy, transmit, sub-license, store, and otherwise use Customer Data solely (i) to comply with our internal data retention polices; (ii) as instructed by Customer with its express consent; or (iii) as compelled or required to do so by applicable law or governmental authority, both during and following the Term. Furthermore, Customer agrees that data derived by CORL from CORL’s performance of the Services or input by or feedback from Customer may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules. The results of such analysis (“De-identified Data”) may be used by CORL for any lawful purpose both during and following the Term. Notwithstanding anything contained in the Agreement, De-identified Data shall not contain (i) any Confidential Information of Customer, (ii) any information that identifies or can be reasonably used to identify an individual person, (iii) any information that identifies or can be reasonably used to identify Customer or its affiliates and their suppliers, or (iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Customer.
8. THIRD PARTY SERVICES.
   8.1 Integration with Third Party Services. The Services may contain features designed to interoperate with products, applications, or services not provided by CORL, including, without limitation, the products, applications and services provider by an End User (collectively, each a “Third Party Service”). To use such features, Customer may be required to obtain access to such Third Party Service from its provider, and may be required to grant CORL access to Customer’s account(s) on such Third Party Service. Customer shall provide, and shall cause the provider of the Third Party Service to provide, CORL with any reasonably requested information and materials needed to integrate the Third Party Service with the Services.
   8.2 Permissions; Disclaimer. If Customer chooses to use a Third Party Service with the Services, Customer grants CORL permission to allow the Third Party Service and its provider to access any data (including, without limitation, data that may constitute Confidential Information) provided to CORL in connection with the Services as required for the interoperation of that Third Party Service with the Services. CORL is not responsible for any disclosure, modification or deletion of such data resulting from access by any Third Party Service or its provider. Any acquisition by Customer of a Third Party Service, and any exchange of data between Customer and any Third Party Service or its provider, is solely between Customer and the applicable third-party provider. CORL does not warrant or support Third Party Service or other third-party products or services. Further, CORL cannot guarantee the continued availability of any Service features that interoperate with Third Party Service, and may cease providing them without being in breach of the Agreement or entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service features in a manner acceptable to CORL.
9. LIMITED WARRANTY.
   9.1 Limited Warranty. CORL represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Software Services will perform substantially in accordance with the documentation under normal use and circumstances. Each party represents and warrants that it has the legal power and authority to enter into the Agreement.
   9.2 Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8.1, EACH PARTY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE OTHER PARTY REGARDING THE AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY CORL. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS.
   9.3 Service Availability. Actual service coverage, speeds, locations and quality may vary. CORL will attempt to provide the Services at all times, except for periods for maintenance and repair or in the case of emergencies or outages. The Services may be subject to unavailability for a variety of factors beyond CORL’s control including, without limitation, emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. CORL IS NOT RESPONSIBLE FOR DATA, MESSAGES OR PAGES LOST, NOT DELIVERED, DELAYED OR MISDIRECTED BECAUSE OF INTERRUPTIONS OR PERFORMANCE ISSUES WITH THE SERVICES OR COMMUNICATIONS SERVICES OR NETWORKS. CORL MAY IMPOSE USAGE OR SERVICES LIMITS, SUSPEND THE SERVICES, OR BLOCK CERTAIN KINDS OF USAGE IN OUR SOLE DISCRETION TO PROTECT USERS, DATA, OUR SYSTEMS, OR THE SERVICES. THE ACCURACY AND TIMELINESS OF DATA RECEIVED IS NOT GUARANTEED.
   9.4 Assessments to Service Recipients. Customer represents and warrants that all information that is submitted to CORL is true, accurate, current and complete and that Customer will promptly notify CORL in writing if any information changes. CORL is not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by Customer to CORL. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) A SERVICE RECIPIENT MAY MAKE CERTAIN DECISIONS TO ENGAGE CUSTOMER IN THE PROVISION OF CERTAIN SERVICES AND/OR PRODUCT BASED, IN PART, ON THE ASSESSMENTS, INCLUDING, BUT NOT LIMITED TO, ANY DESIGNATION OR OTHER CLASSIFICATION THAT CUSTOMER HAS OR HAS NOT OBTAINED FROM CORL ARISING FROM OR RELATED TO ITS POTENTIAL SECURITY RISKS AND VULNERABILITIES STATUS; (B) CORL HAS NO CONTROL OVER ANY OF THE ACTS OR OMISSIONS OF ANY SERVICE RECIPIENTS, INCLUDING, BUT NOT LIMITED TO, ANY DECISION TO ENGAGE CUSTOMER OR ENTER INTO A CONTRACT WITH CUSTOMER FOR THE PROVISION OF CERTAIN SERVICES AND/OR PRODUCTS; AND (C) CORL IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF A SERVICE RECIPIENT, INCLUDING, BUT NOT LIMITED TO, ANY DECISION TO DO BUSINESS WITH CUSTOMER AND CORL HAS NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY SERVICE PROVIDER OR AN ASSESSMENT.
10. LIMITATION OF LIABILITY.
    10.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE, PROFIT, OR DATA, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    10.2 Liability Cap. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CORL PURSUANT TO THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    10.3 Exceptions. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO (A) DAMAGES OR OTHER LIABILITIES ARISING OUT OF OR RELATING TO A PARTY’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER SECTION 7 (NON-DISCLOSURE AND CONFIDENTIALITY); OR (B) A PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION) EXCEED TWO TIMES (2X) THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CORL PURSUANT TO THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. INSURANCE. During the Term, each party shall maintain at least the following types and amounts of insurance coverage:
    11.1 Commercial general liability with limits no less than $2,000,000 for each occurrence and $4,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of CORL under the Agreement;
    11.2 Worker's compensation with limits no less than the greater of (i) $1,000,000, or (ii) the minimum amount required by applicable law;
    11.3 Technology & professional liability/privacy liability with limits no less than $5,000,000 for each occurrence and $5,000,000 in the aggregate; and
    11.4 Umbrella (excess) liability for the coverage in Section 11.1, Section 12.2 and Section 11.3, with limits no less than $5,000,000.
12. INDEMNIFICATION.
    12.1 CORL Indemnification. CORL shall defend Customer and its officers, directors, employees, agents, successors and permitted assigns against any third party claim, suit, action or proceeding (each, an “Action”) based on a claim that Customer’s receipt or use of the Services in accordance with the Agreement infringes any intellectual property right or misappropriates any trade secret of a third party, and shall pay all settlements entered into and damages awarded against Customer to the extent based on such an Action; provided, however, that CORL shall have no obligations under this Section 12.1 with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications or other materials provided by Customer to CORL; (b) use of the Services in combination with any materials or equipment not supplied to Customer or specified by CORL in writing; or (c) any modifications or changes made to the Services by or on behalf of any person or entity other than CORL. If the Services, or any part thereof, become, or in the opinion of CORL may become, the subject of a claim of infringement or misappropriation, CORL may, at its option: (i) procure for Customer the right to use such Services free of any liability; (ii) replace or modify the Services to make them non-infringing; or (iii) terminate the Agreement and refund to Customer any portion of the fees prepaid by Customer for the infringing Services.
    12.3 Customer Indemnification. Customer shall defend CORL and its officers, directors, employees, agents, affiliates, successors and permitted assigns against all Actions based on: (a) a claim that any information or materials provided by Customer (including Customer Data), or CORL’s receipt or use thereof, infringes any intellectual property right or misappropriates any trade secret of a third party; (b) breach of Section 3.3 (Restrictions) or (c) any disputes between Customer and a Service Recipient, and shall pay all settlements entered into and damages awarded against CORL to the extent based on such an Action.
    12.5 Indemnification Procedures. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 12.1 shall not relieve the indemnifying party of its obligations under this Section 12.1 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.
13. TERM AND TERMINATION.
    13.1 Initial Term. The Agreement shall commence on the Effective Date and shall continue in full force and effect for the initial term set forth on the applicable Ordering Document (“Initial Term”), unless earlier terminated as provided for below. Thereafter, except with respect to any Statements of Work (which shall expire in accordance with their terms), the Initial Term shall automatically renew for successive periods of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice to the other party at least 30 days prior to the end of the then-current Initial Term or Renewal Term of its intent to not renew the Agreement.
    13.3 Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate the Agreement as provided below:
    a. By either party if the other party commits a material breach of the Agreement and such breach remains uncured 30 days after written notice of such breach is delivered to such other party including the failure to pay any fees due to CORL; or
    b. By either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws.
    13.5 Termination of Statement of Work. Either party may terminate any outstanding Statement of Work without terminating the entire Agreement if the other party commits a material breach of such Statement of Work and such breach remains uncured 30 days after written notice of such breach is delivered to such other party.
    13.6 Effect. Upon termination of the Agreement for any reason, all rights and licenses granted by CORL hereunder to Customer will immediately cease. Within thirty (30) days after termination or expiration of the Agreement, each party shall return or destroy the Confidential Information of the other party.
    13.8 Survival. Termination of the Agreement or any Schedule will not affect the provisions regarding CORL’s or Customer’s treatment of Confidential Information, provisions relating to the payments of amounts due, indemnification provisions, provisions limiting or disclaiming CORL’s liability, or any other terms which by their nature should survive, which provisions will survive such termination.
14. GENERAL.
    15.1 Governing Law. The Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule.
    15.2 Conflicting Terms. Notwithstanding the content of any Customer purchase order or any other document or record, whether in writing or electronic, relating to the subject matter of the Agreement, the terms of the Agreement shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.
    15.3 Notice. All communications required or otherwise provided under the Agreement shall be in writing and shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested; or (iii) by a nationally recognized overnight courier service; to the address set forth on the applicable Ordering Document, as may be amended by the parties by written notice to the other party in accordance with this Section 15.3.
    15.4 Assignment. Neither party may assign, transfer or delegate any or all of its rights or obligations under the Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that upon prior written notice to the other party, either party may assign the Agreement to an affiliate of such party or to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation or acquisition. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    15.5 Interpretation. For purposes of the Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the Agreement as a whole. Should any provision of the Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of the Agreement shall be more strictly construed against one party than against another.
    15.6 Severability. In case any one or more of the provisions of the Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
    15.7 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
    15.8 Non-Solicitation. During the term of the Agreement, and for a period of two (2) years following the expiration or termination of the Agreement, Customer shall not, without the prior written consent of CORL, directly or indirectly employ, solicit, engage or retain the services of any employee or independent contractor of CORL with whom it had direct and substantive contact in the course of the performance of the parties’ obligations pursuant to the Agreement. If the Customer breaches its obligations under Section 15.8, Customer shall be required to pay CORL one-hundred percent (100%) of the annualized salary for each affected employee or independent contractor (the “Liquidated Damages”). The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that CORL’s harm caused by breach of this Section 15.8 would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a breach of this Section 15.8. Customer’s payment of the Liquidated Damages is the Customer’s sole liability and entire obligation and CORL’s exclusive remedy for breach of this Section 15.8.
    15.9 Entire Agreement. The Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.
    15.10 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    15.11 Modifications. CORL MAY MODIFY, UPGRADE OR UPDATE THE SERVICES AT ANY TIME IN OUR DISCRETION PROVIDED THAT CORL WILL NOT MATERIALLY REDUCE OR LESSEN THE FUNCTIONALITY OF THE SERVICES DURING THE SUBSCRIPTION TERM SET FORTH IN AN ORDERING DOCUMENT UNLESS DOING SO IS REQUIRED TO AVOID A VIOLATION OF APPLICABLE LAWS OR REGULATIONS IN OUR REASONABLE DISCRETION. CORL RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE THE TERMS OF THESE TERMS AND CONDITIONS ON A GOING-FORWARD BASIS AT ANY TIME, WITHOUT PRIOR NOTICE TO CUSTOMER OTHER THAN LISTING OF A LATER EFFECTIVE DATE THAN THE ONE SET FORTH AT THE TOP OF THESE TERMS AND CONDITIONS. SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING. AS CUSTOMER’S NEXT USE OF THE SERVICES MAY BE GOVERNED BY DIFFERENT TERMS, CORL ENCOURAGES CUSTOMER TO LOOK FOR A NEW EFFECTIVE DATE ON THESE TERMS AND CONDITIONS WHEN USING THE SERVICES. IT IS THE CUSTOMER’S SOLE RESPONSIBILITY TO CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. IF CORL MAKES ANY MATERIAL CHANGES TO THESE TERMS AND CONDITIONS, CORL WILL ENDEAVOR TO PROVIDE CUSTOMER WITH ADDITIONAL NOTICE OF ANY CHANGES, SUCH AS AT ITS E-MAIL ADDRESS OF RECORD. CUSTOMER’S USE OR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OR NOTICE OF ANY CHANGES TO THESE TERMS AND CONDITIONS OR ANY OTHER POSTED POLICIES SHALL CONSTITUTE CUSTOMER’S ACCEPTANCE OF THE CHANGED TERMS AND CONDITIONS OR POLICIES. DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED IN ACCORDANCE WITH THE VERSION OF THIS AGREEMENT THAT WAS IN EFFECT AT THE TIME THE DISPUTE AROSE.
    15.12 Force Majeure. Neither party shall be liable for delay or failure in performing any of its obligations hereunder due to causes beyond its reasonable control, including an act of nature, war, natural disaster, governmental regulations, terrorism, communication or utility failures or casualties or the failures or acts of third parties.
    15.13 Equitable Relief. Each party acknowledges that a breach by a party of Section 2.3 (Restrictions) or Section 7 (Non-Disclosure and Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in the Agreement to the contrary.
    15.14 No Third-Party Beneficiaries. The 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 shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of the Agreement.
    15.15 Relationship of Parties. Nothing in the Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.
    15.16 Publicity. Customer shall permit CORL to feature Customer in public announcements or marketing materials upon execution of the Agreement. Customer grants to CORL a limited, non-exclusive, non-transferable, royalty-free license to use the Marks solely for public announcements or marketing materials. CORL shall refrain from issuance or distribution of marketing materials without first obtaining the prior written consent of Customer, which may be provided via e-mail and which shall not be unreasonably withheld.
    15.17 Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement.