Vendor Software Terms of Service

Effective Date: February 14, 2024 

The following Terms of Service (these “Terms”) govern your use of our website (the “Site”) and related products and services, including any content or information provided as part of the Site or such related products, services or websites (collectively with the Site, the “Services”), which are owned or operated by CORL Technologies LLC, a Georgia limited liability company (“We” or “us” or “our” or “CORL”). “Data Provider” or “you” or “your” means both you individually and the entity on behalf of which you are entering into the Agreement or using the Services.   

The “Agreement” includes these Terms, and all agreements or policies incorporated by reference herein. All Services provided by CORL under the Agreement, including without limitation, the Portal (as defined in these Terms), will be provided to Data Provider according to the Agreement.  

The Agreement may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into the Agreement on behalf of such entity.  By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand the Agreement; (2) agree to be bound by the Agreement in its entirety, and (3) are entering into a legally binding agreement with us.  

CHANGE TO TERMS 

CORL may modify, upgrade or update the Services at any time at  our discretion provided that CORL will not materially reduce or lessen the functionality of the Services during the Term 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 on a going-forward basis at any time. CORL will endeavor to provide Data Provider with notice of any material changes to these Terms, such as posing a notice directly on the services or at your e-mail address of record. Such modification shall be effective immediately upon posting. As Data Provider’s next use of the Services may be governed by different terms, CORL encourages Data Provider to look for a new effective date on these Terms when using the Services. It is the Data Provider’s sole responsibility to check these Terms periodically for changes.  

Data Provider’s use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute Data Provider’s acceptance of the changed Terms or policies. Disputes arising under the Agreement will be resolved in accordance with the version of the Agreement that was in effect at the time the dispute arose. 

YOU ACKNOWLEDGE AND AGREE THAT CORL MAY PROVIDE NOTICES AND OTHER DISCLOSURES TO YOU ELECTRONICALLY BY POSTING SUCH NOTICES OR OTHER DISCLOSURES ON CORL’S WEBSITE OR BY EMAILING IT TO YOU AT ANY EMAIL ADDRESS YOU PROVIDE TO CORL. SUCH NOTICES OR OTHER DISCLOSURES SHALL BE CONSIDERED RECEIVED BY YOU FOLLOWING THE POSTING ON THE WEBSITE OR TWENTY-FOUR (24) HOURS FOLLOWING THE EMAIL BEING SENT TO YOU, AS APPLICABLE. ANY SUCH ELECTRONIC NOTICE OR OTHER DISCLOSURE SHALL HAVE THE SAME EFFECT AND MEANING AS IF IT HAD BEEN PROVIDED TO YOU AS A PAPER COPY. 

PORTAL 

Subject to the terms and conditions herein, CORL will provide Data Provider, and its authorized employees, contractors and other personnel authorized by Data Provider (“End Users”) with access CORL’s proprietary portal provided by CORL via a web browser (or mobile application) (“Portal”). During the Term (as defined below) and subject to Data Provider’s compliance with the Agreement, CORL grants Data Provider the non-exclusive, nontransferable, non-assignable, and limited right to allow End Users to remotely access the Portal to provide data and information as requested by CORL to in accordance with the terms of the Agreement.  

CORL may provide the Services from any facility and may from time to time transfer any or all of the Services provided hereunder to any new facility(ies) or relocate the personnel, equipment and other resources used in providing those Services. If CORL’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of Data Provider 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 Data Provider, 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 Data Provider’s contingent action is delayed. Data Provider shall cooperate with CORL in all matters relating to the support services and appoint a Data Provider employee to serve as the primary contact with respect to support services under the Agreement. 

USE OF THE PORTAL 

Data Provider will, and will ensure its End Users, access and use the Portal in compliance with the CORL Acceptable Use Policy set forth at https://corltech.com/wp-content/uploads/2023/11/CORL-Acceptable-Use-Policy_11.21.pdf, as updated from time to time by CORL (the “Acceptable Use Policy”).  The Acceptable Use Policy is incorporated herein by reference. Additionally, Data Provider shall not lease, license, sell, sublicense or otherwise transfer its access to or use of the Portal. The Portal may only be used by Data Provider and End Users. In addition, Data Provider shall not modify, create derivative works of, or attempt to decipher, decompile, disassemble or reverse engineer the Portal. 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.   

All right, title and interest, including all intellectual and proprietary rights, in and to the Portal, Deliverables (as defined in the Professional Services Policy, as that term is defined herein), and all service marks, trademarks, trade names, or logos (“Marks”) to the Services (and all suggestions, feedback, contributions, enhancements, improvements, additions, modifications, or derivative works thereto and copies thereof) will remain in possession of CORL. Data Provider acknowledges that the Portal in source code form is the Confidential Information of CORL and that the source code is not licensed to Data Provider 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 Data Provider regarding the Services, including any right to use, reproduce, market, sell, translate, distribute, transfer, adopt, disassemble, decompile, reverse engineer the Portal or the documentation thereof, or any portions thereof, or obtain possession of any source code or other technical material relating to the Portal.  

In the event that Data Provider requests CORL access the Data Provider Data through its licensed or owned software or other technology (“Data Provider Software”), then Data Provider hereby grants CORL a non-exclusive, nontransferable, non-assignable, and limited right to access and use the Data Provider Software to the extent reasonably required for the performance of CORL’s obligations and the exercise of CORL’s rights under the Agreement. In the event of a conflict or inconsistency between the foregoing license grant and any “clickwrap” “shrink-wrap”, “terms and conditions”, or other agreement, notice, or terms that accompany the Data Provider Software (collectively, “DPS Terms”), the foregoing license grant shall control and the DPS Terms shall be of no force and effect. 

The term shall begin upon your access or use of the Services and continues until terminated pursuant to the Agreement (the “Term”). You may terminate these Terms by terminating your use of the Portal and any related account and providing written notice to CORL. CORL may terminate these Terms or suspend your use or access of the Services at any time upon written notice to you. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services.  

ASSESSMENTS 

CORL will review the Data Provider Data (as defined below) to perform an analysis and assessment of Data Provider’s potential security risks and vulnerabilities (each, an “Assessment”).  Data Provider acknowledges and agrees that CORL is permitted to share the Assessments, in part or in whole, with the current, future or potential service recipients of Data Provider’s products and/or services (collectively, “Service Recipients”) during and following the Term.   

DATA PROVIDER DATA 

“Data Provider Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Data Provider 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. Data Provider and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the Data Provider Data, including all intellectual property rights therein. CORL shall have no right or license to use any Data Provider Data except during the Term to the extent necessary to provide the Services for or on behalf of Data Provider. All other rights in and to the Data Provider Data not explicitly set forth in the Agreement are expressly reserved by Data Provider.  

Upon Data Provider’s written request, CORL shall return or destroy, as directed by Data Provider, all Data Provider Data in its possession or under its control. 

Data Provider hereby grants to CORL a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Data Provider Data to the extent reasonably required for the performance of CORL’s obligations and the exercise of CORL’s rights under the Agreement during and following the Term. Data Provider warrants to CORL that Data Provider has the right to provide such Data Provider Data to CORL in accordance with the Agreement. Additionally, Data Provider grants CORL a non-exclusive, worldwide, irrevocable, royalty-free license to use, copy, transmit, sub-license, store, and otherwise use Data Provider Data solely (i) as instructed by Data Provider with its express consent; or (ii) as compelled or required to do so by applicable law or governmental authority, both during and following the Term. For the avoidance of doubt, Data Provider acknowledges and agrees that CORL, may, with Data Provider’s permission (which may be provided via e-mail), utilize or re-use Data Provider Data for the purpose of providing Assessment services to other current or future clients of CORL; however, CORL will not, in any case, share the Confidential Information of Data Provider from which Assessment Content is derived without Data Provider’s express consent or permission. 

Furthermore, Data Provider agrees that data derived by CORL during the course of CORL’s performance of Services input by or feedback from Data Provider 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 to perform and improve the Services and for the exercise of CORL’s rights under this Agreement both during and following the Term; provided, however that CORL will not use the Data Provider Data or Confidential Information of Data Provider to create new De-identified Data following the Term. Notwithstanding anything contained in the Agreement, De-identified Data shall not contain (i) any Confidential Information of Data Provider, (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 Data Provider or its affiliates and their suppliers, or (iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Data Provider.  

ASSESSMENT CONTENT 

CORL will not share any Assessment Content (as defined below) except as set forth below.  

The parties agree that Assessment Content will be owned and retained by CORL.  For purposes of the Agreement, “Assessment Content” means the content created by CORL from the information received from Data Provider, which has been used by CORL to create the Assessments for a Service Recipient. For the avoidance of doubt, Assessment Content is not Data Provider’s Confidential Information, but CORL shall protect the Assessment Content using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use or disclosure of the Assessment Content as CORL uses to protect its own proprietary information of a like nature. For the further avoidance of doubt, Assessment Content will not contain any Data Provider Data or Confidential Information of Data Provider in the form provided to CORL by Data Provider; provided, however, that Assessment Content may be derived from Data Provider Data or Confidential Information of Data Provider. 

Data Provider acknowledges and agrees that CORL may copy, reproduce, store, distribute, publish, export, adapt, translate, share and otherwise use the Assessment Content solely: (i) as requested by a Service Recipient with the express permission of Data Provider; (ii) in the event of an audit of its performance of the Assessment on behalf of a Service Recipient; or (iii) as compelled or required to do so by applicable law or governmental authority, both during and following the termination or expiration of the Agreement. 

Data Provider represents and warrants that all information that is submitted to CORL is true, accurate, current and complete and that Data Provider 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 Data Provider to CORL. DATA PROVIDER ACKNOWLEDGES AND AGREES THAT: (A) A SERVICE RECIPIENT MAY MAKE CERTAIN DECISIONS TO ENGAGE DATA PROVIDER 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 DATA PROVIDER 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 DATA PROVIDER OR ENTER INTO A CONTRACT WITH DATA PROVIDER 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 DATA PROVIDER AND CORL HAS NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY SERVICE PROVIDER OR AN ASSESSMENT. 

NON-DISCLOSURE AND CONFIDENTIALITY  

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 clients, 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.  

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; (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. Data Provider acknowledges that the Portal and documentation are the Confidential Information of CORL. The obligations in this Section 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. 

If the Recipient becomes legally compelled to disclose any Confidential Information, the Recipient shall provide the Disclosing Party: (a) prompt written notice of such requirement, to the extent legally permissible, 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. 

THIRD PARTY SERVICES. 

The Services may contain features designed to interoperate with products, applications, or services not provided by CORL (collectively, each a “Third Party Service”). To use such features, Data Provider may be required to obtain access to such Third Party Service from its provider, and may be required to grant CORL access to Data Provider’s account(s) on such Third Party Service. Data Provider 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.  

If Data Provider chooses to use a Third Party Service with the Services, Data Provider 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 Data Provider of a Third Party Service, and any exchange of data between Data Provider and any Third Party Service or its provider, is solely between Data Provider 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 Data Provider 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. 

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 Portal 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.  

OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, 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 DATA PROVIDER’S REQUIREMENTS.  

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. 

LIMITATION OF LIABILITY.  

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, (A) 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; AND (B) 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 (1) GREATER OF 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 OR (2) ONE THOUSAND DOLLARS ($1,000). 

IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO (1) DAMAGES OR OTHER LIABILITIES ARISING OUT OF OR RELATING TO A PARTY’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THE NON-DISCLOSURE AND CONFIDENTIALITY SECTION; OR (2) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER EXCEED THE GREATER OF (1) 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; OR (2) TWO THOUSAND DOLLARS ($2,000). 

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, CORL’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.  

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CORL TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THE AGREEMENT. 

INDEMNIFICATION 

CORL shall defend Data Provider 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 Data Provider’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 Data Provider to the extent based on such an Action; provided, however, that CORL shall have no obligations under this Section with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications or other materials provided by Data Provider to CORL; (b) use of the Services in combination with any materials or equipment not supplied to Data Provider 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 Data Provider the right to use such Services free of any liability; or (ii) replace or modify the Services to make them non-infringing. 

Data Provider 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 Data Provider (including Data Provider 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 the Applicable Use Policy or (c) any disputes between Data Provider and a Service Recipient, and shall pay all settlements entered into and damages awarded against CORL to the extent based on such an Action.  

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 paragraph shall not relieve the indemnifying party of its obligations under this Section 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. 

GOVERNING LAW 

The Agreement, the rights of the parties hereunder, and any disputes between the parties, shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  The parties agree that any appropriate state or Federal court sitting in Fulton County, Georgia (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any dispute, case, or controversy in any way related to, arising under, or in connection with the Agreement, including extra-contractual claims, and shall be a proper forum in which to adjudicate such dispute, case, or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under the Agreement or to interpret any provision of the Agreement, CORL will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.  

GENERAL  

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose. Notwithstanding the content of any Data Provider 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. We will be and act as an independent contractor (and not as the agent or representative of you) in the performance of the Agreement. Nothing in the Agreement will 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 will 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. We may use subcontractors or other third parties in carrying out our obligations under the Agreement. We remain responsible for all of our obligations under the Agreement. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of CORL. CORL’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that CORL may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to CORL, pursuant to the Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to CORL. For purposes of the Agreement, (a) the words “include,” “includes” and “including” will 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 may not apply a presumption that the terms of the Agreement will be more strictly construed against one party than against another. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and CORL, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. CORL will not be liable for, or be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond its reasonable control, including an act of nature, war, fires, natural disaster, governmental actions or regulations, terrorism or threat of terrorism, cyber-attacks, communication or utility failures or casualties or the failures or acts of third parties. If any material limitation or restriction on the use of the Services under the Agreement is found to be illegal, unenforceable, or invalid, your right to use the Services will immediately terminate.  

The Agreement, including but not limited to these Terms, and each policy incorporated herein, contain the entire agreement of the parties with respect to the subject matter of the Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of the Agreement. No amendment to the Agreement by you by shall be effective unless acknowledged in writing by CORL. Notwithstanding the foregoing, CORL reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above.   

If you have any questions, complaints, or claims, you may contact CORL at legal@corltech.com.