Terms and conditions
By using this website and/or logging into your Boom account, you agree to be legally bound by our Terms & Conditions.
Introduction
Thank you for selecting the services offered by Boom Software, Inc. and/or its subsidiaries and affiliates (referred to as the "Company", "we", "our", or "us"). Review these Terms of Service (the "Agreement") thoroughly. This Agreement is a legal agreement between you and the Company. By accepting electronically (for example, clicking "I Agree"), installing, accessing, or using the services, or executing an order form that references this Agreement, you agree to these terms in this Agreement. If you do not agree to this Agreement, then you may not use the services.
GENERAL TERMS
Agreement
This Agreement describes the terms governing your use of the Company’s online services provided to you on this website, including content, updates, and new releases, (collectively, the "Services"). It includes by reference:
The Company’s Privacy Policy provided to you in the Services available on the website or provided to you otherwise.
Additional Terms and Conditions, which may include those from third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
Further, if you are an individual accepting this Agreement is accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement. If you do not have such authority to bind such company, or does not agree with this Agreement, then you must not accept this Agreement and may not use the Services.
The Company’s direct competitors are prohibited from accessing the Services unless the Company has granted prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. By using or accessing the Services you are confirming that you are not a direct competitor of the Company, or if you are, that you have obtained prior written consent from the Company.
Your Rights to Use this Service
The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by the Company. The Company reserves all other rights in the Services. Until termination of this Agreement and if you meet any applicable payment obligations and comply with this Agreement, the Company grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation, or this Agreement. You agree you will not:
Provide access to or give any part of the Services to any third party.
Reproduce, modify, copy, deconstruct, sell, trade, or resell the Services.
Make the Services available on any file-sharing or application hosting service.
Interfere with or disrupt the integrity or performance of any Service or third-party data contained therein.
Attempt to gain unauthorized access to any Service or its related systems or networks.
Permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit or use any Services to access or use any of the Company’s intellectual property except as permitted under this Agreement.
Modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof.
Copy any content except as permitted herein.
Frame or mirror any part of any Service, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted herein.
Except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile any Services or access it to either: (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.
The Services may contain features designed to interoperate with non-Company applications or services. The Company cannot guarantee the continued availability of such Services or the features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-Company application ceases to make the non-Company application available for interoperation with the corresponding Services features in a manner acceptable to the Company.
Payment
For Services offered on a payment or subscription basis, the following terms apply, unless the Company or its third-party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services. Fees are based on Services and subscriptions purchased and not actual usage and your payment obligations are non-cancelable, and fees paid are non-refundable. Further, any quantities purchased cannot be decreased during the relevant subscription term.
You must pay with one of the following:
A valid credit card acceptable to the Company;
A valid debit card acceptable to the Company;
Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
By another payment option the Company provides to you in writing.
If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
The Company will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are canceled or terminated under this Agreement.
Additional cancellation or renewal terms may be provided to you on the website for the Services.
Late fees. If any invoiced amount is not received by the Company by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, plus a minimum charge of $100, or the maximum rate permitted by law, whichever is lower, and/or (b) the Company may condition future subscription renewals on payment terms that differ from your initial payment terms.
If any charge owing by you for Services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), the Company may, without limiting its other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, the Company will give you at least 10 days’ prior notice that your account is overdue before suspending Services to you. However, the Company will not exercise its rights under Section 3 if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Use with Your Mobile Device
Use of these Services may be available through a compatible mobile device, internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
The company makes no warranties or representation of any kind, express, statutory, or implied as to:
The availability of telecommunication services from your provider and access to the services at any time or from any location
Any loss, damage, or other security intrusion of the telecommunication services; and
Any disclosure of information to third parties or failure to transmit any data, communication or settings connected with the services.
Your Personal Information
You can view the Company’s Privacy Policy provided with the Services and on the website for the Services. You agree to the applicable Company Privacy Policy, and any changes published by the Company. You agree that the Company may use and maintain your data according to the Company’s Privacy Policy, as part of the Services. You give the Company permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Company services. For example, this means that the Company may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. The Company is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
Content
You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted, or stored through your use of the Services. You grant the Company a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. The Company is not responsible for the Content or data you submit through the Services.
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any of the following, including but not limited to:
Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
Except as permitted by the Company in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
Virus, trojan horse, worm or other disruptive or harmful software or data; and
Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owners.
You agree to use commercially reasonable efforts to prevent unauthorized access to or use of Services and content of the Company, and to notify the Company promptly of any such unauthorized access or use. Further, you agree to only use the Services in accordance with this Agreement and applicable laws and government regulations, and to notify the Company of any such use that violates the terms of this Agreement and/or any applicable laws and/or government regulations.
The Company may freely use feedback you provide. You agree that the Company may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant the Company a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to the Company in any way. The Company may monitor your Content. The Company may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect the Company or its customers, or operate the Services properly. The Company, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
Additional Terms
The Company does not give professional advice. Unless specifically included with the Services, the Company is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice of any kind. Consult the services of a competent professional when you need any of these types of assistance. We may tell you about other Company services. You may be offered other services, products, or promotions by the Company ("Additional Services"). Additional terms and conditions and fees may apply. With some Additional Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the internet. You grant the Company permission to use information about your business and experience to help us to provide the Additional Services to you and to enhance the Services. You grant the Company permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant the Company permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
Communications. The Company may be required by law to send you communications about the Services or third-party products. You agree that the Company may send these communications to you via email or by posting them on our websites. You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact the Company if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates. Telephone Numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that the Company may use your telephone number for "multi-factor authentication" ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve the Company sending text messages containing security codes to your telephone number. You agree to receive these texts from the Company containing security codes as part of the MFA process. In addition, you agree that the Company may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
Confidentiality. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your data; Confidential Information of the Company includes the Services, and the terms and conditions of this Agreement and all order forms (including pricing). Confidential Information of each party includes, financial information, contracts and other business-related documents, technology and technical information, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Company services. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any order form to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, the Company may disclose the terms of this Agreement and any applicable order form to a subcontractor or non-Company application provider to the extent necessary to perform the Company’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Disclaimer of Warranties
YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. THE COMPANY AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
THE COMPANY, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
Limitation of Liability and Indemnity
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE COMPANY, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, THE COMPANY, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET THE COMPANY SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF THE COMPANY AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE COMPANY, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold the Company and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). The Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by the Company in the defense of any Claims.
Changes
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
Term and Termination
This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated as outlined herein. The Company may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our Services or systems and comply with applicable Company policy, or if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect the Company’s rights to any payments due to it. The Company may terminate a free account at any time. Sections 2.2, 3 through 17, and 21 will survive and remain in effect even if the Agreement is terminated.
Export Restrictions
You acknowledge that the Services, the Content, other Company technology, including the mobile application, and derivatives thereof delivered by the Company may be subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws, directly or indirectly. You and the Company each represents that it is not named on any U.S. government denied-party list. You will not permit any Authorized User to access or use any Service or Content in a U.S.-embargoed country or region (currently Iran, Cuba, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
Anti-corruption
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
Governing Law
Georgia state law governs this Agreement without regard to its conflicts of law provisions.
Waiver
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Disputes
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Georgia law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Boom Software, Inc., in care of our registered agent Legalinc Corporate Services Inc., 131 Continental Dr Suite 305 Newark, DE, 19713. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. The Company will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the metro-Atlanta, Georgia area or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 16 shall survive expiration, termination, or rescission of this Agreement.
General
This Agreement, including the Additional Terms below, is the entire agreement between you and the Company and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone without written approval of the Company. However, the Company may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by the Company or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact the Company via an email to: legal@boom.build
Relationship of the Parties
This agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship of any kind between the parties.
Relationship of the Parties
This agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship of any kind between the parties.
Notices
Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to the following (or to such other address or such other person that the Company may designate from time to time):
Boom Software, Inc.
207 13th ST NE, #2301
Atlanta, Georgia 30309
Attn: Alexander Bandes, CEO
Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) hand delivery, with signed confirmation of receipt, (b) the second business day after mailing by certified or registered mail, return receipt requested, postage prepaid, or (c), except for notices of termination or an indemnifiable claim (collectively, “Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
Indemnification
Indemnification by the Company. The Company shall indemnify, defend, and hold you harmless (“Indemnitee”) from and against any and all losses incurred by Indemnitee resulting from any action by a third party (other than an affiliate of an Indemnitee) that your use of the Services (excluding data and non-Company applications) in accordance with this Agreement infringes or misappropriates such third party’s U.S. intellectual property rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) non-Company applications or data; (b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by the Company or specified for your use; (c) modification of the Services; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of the Company; or (e) act, omission, or other matter described in Section 21, whether or not the same results in any action against or losses by any Indemnitee.
Indemnification by You. You shall indemnify, defend, and hold harmless the Company and its affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Company Indemnitee”) from and against any and all losses incurred by such Company Indemnitee resulting from any action by a third party (other than an affiliate of a Company Indemnitee) arising out of or resulting from, or are alleged to arise out of or result from: (a) your data, including any processing of your data by or on behalf of the Company in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of you or any authorized user, including the Company’s compliance with any specifications or directions provided by or on behalf of you or any authorized user to the extent prepared without any material contribution by the Company; (c) allegation of facts that, if true, would constitute your breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (d) any criminal, negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any authorized user, or any third party on behalf of you or any authorized user, in connection with this Agreement.
Exclusive Remedy. This Section 21 shall be the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this Section 21.
Last update: October 2024.