THIS AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF THE SERVICES. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF THE SERVICES, THIS AGREEMENT SHALL ALSO GOVERN THAT FREE TRIAL. BY CHECKING THE BOX CONFIRMING THAT YOU HAVE VIEWED AND ACCEPTED THESE TERMS AND CONDITIONS, OR BY ACCESSING, DOWNLOADING, INSTALLING OR OTHERWISE USING ANY OF THE TRIAL OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, INSTALL, OR OTHERWISE USE ANY OF THE SERVICES. BY ACCEPTING THESE TERMS, YOU HEREBY WARRANT THAT YOU HAVE AUTHORITY TO SIGN AND EXECUTE THIS AGREEMENT ON BEHALF OF THE CUSTOMER WITH RESPECT TO THE MATTERS CONTAINED HEREIN.

This Terms of Use Agreement (“Agreement”), together with the DPA, any Order Form(s), annexes, schedules, exhibits, terms presented in the Services, and any documentation provided by Validity from time to time (collectively, “Documentation”), is an agreement between you (“Customer”) and Validity, Inc. (“Validity”) for the use of Validity’s Services. The provisions of this Agreement are as follows:

  1. Definitions
  1. Customer Data” means any electronic data and information submitted by Customer or its Users in the course of accessing and using the Services.
  2. DPA” means the Data Processing Addendum located online at https://www.validity.com/legal/data-processing-addendum/, which is incorporated into and forms part of this Agreement, notwithstanding anything to the contrary in the DPA.
  3. “Modes of Use” means use of Services in any and all of its expressions including but not limited to: (i) Access and use of BriteVerify via its web application, Application Programming Interfaces (“API”), File Transfer Protocol (“FTP”) services, first- or third-party integrations, plugins, and extensions; (ii) Manual and automated replenishment of Verification Credit Blocks; (iii) Direct and indirect, as provided by Validity through other Validity portfolio products and services; (iv) Access and use of DemandTools via desktop application; and (v) Access and use of GridBuddy Cloud via web application.
  4. “Order Form” means a signed, mutually agreed ordering document, including but not limited to order form, and/or statement of work for the Service (defined below).
  5. “Service(s)” means any of Validity’s products, offerings, and services, including BriteVerify, DemandTools, and GridBuddy Cloud.
  6. Software” means any software distributed by Validity to Customer under this Agreement for use in connection with a Service, including any APIs and applications (but excluding any hosted software used to provide the Services).
  7. “Verification Credit Block” means one or many credits, purchased by and granted to the Customer, entitling them to request and receive verification services against email addresses, U.S. and Canadian phone numbers, and U.S and Canadian physical addresses performed by BriteVerify, under one or more Modes of Use, on a one-for-one basis.
  1. Access and Obligations
  1. Subject to the terms of this Agreement, during the Service Term, Validity hereby grants to Customer a limited, non-exclusive, non-sublicensable (other than to third-party Users acting on its behalf), and non-transferrable right to: (i) install any Software in accordance with the Documentation and use such Software solely in connection with the Service; (ii) use the Service in accordance with Documentation solely for Customer’s internal business purposes; and (iii) make a limited number of copies of the Documentation for internal use and only as necessary to support Customer’s use of the Services, provided that all copies retain Validity’s original proprietary legends and logos.
  2. If the Services provide Customer with the ability to create Reports, Customer shall own the Reports and may use them solely for Customer’s internal business purposes.
  3. Customer’s Affiliates may also access and use the Services for the Service Term pursuant to the Agreement, provided that the combined use of the Services hereunder by Customer and its Affiliates shall in no event exceed the terms under each applicable Order Form. All references to “Customer” in this Agreement shall include all Users and any such Affiliate.
  4. Customer may accept or decline to use Beta Services as presented in the Services in its sole discretion.  Beta Services are for evaluation purposes only, and Customer agrees to be bound by any additional terms applicable to the Beta Services as provided by Validity.  Validity provides no warranties for any of the Beta Services, and Validity has no obligation to correct or repair any Beta Services. Validity reserves the right to fully or partially discontinue Beta Services at any time and for any reason, temporarily or permanently, with or without notice.  Validity shall have no liability to Customer or any third party for any harm or damage arising out of or in connection with any of the Beta Services.
  5. Customer shall not directly or indirectly (including through any third party): (i) Modify, adapt, translate, decompile, disassemble, reverse engineer, copy, reproduce, duplicate, incorporate into or with other software, create a derivative work or an improvement of, or attempt to reconstruct, identify, or discover the source code, underlying ideas or algorithms of any part of the Services; (ii) Impact the quality of other users’ experience when using Validity products and services; (iii) Introduce malicious programs, viruses, malware, or other software or mechanisms into the Services, including robots, spiders, scrapers, or any software designed to interfere with its proper operation or that accesses (or attempts to access) a computer, network, or data without authorization; (iv) Attempt to circumvent authentication or security of any host, network, or account or use or permit others to use any security or testing tools in order to probe, scan, or attempt to penetrate or ascertain the security of the Services; (v) Submit any Customer Data to the Service that infringes or misappropriates the intellectual property rights of any third party or violates the privacy or other proprietary right of any third party; (vi) Sell, sublease, or resell any aspect of the Service or otherwise make the Service available for any use other than the Customer’s internal business purposes or to any third party for a fee.
  6. Customer is responsible for its Users’ performance under this Agreement and for all acts and omissions with respect to access or use of the Services which occur via Customer’s account. Customer (i) will protect any login credentials used to access any Services from unauthorized access, use, and disclosure, and (ii) will not share any such credentials with any third party, share login credentials across multiple Users, enable multiple Users to access the Services through a single User account, or falsify User information, impersonate any person or entity, or provide misleading information about itself or a User. Customer shall promptly notify Validity in writing of any unauthorized access to or use of any of its accounts or credentials. For the avoidance of doubt, Validity cannot and shall not be liable for any loss, damage, or other liability arising from Customer’s failure to comply with these requirements. Customer is responsible for the accuracy, quality, integrity, and legality of Customer Data. Customer shall comply with all applicable laws, rules, orders, and regulations, including those applicable to processing of Customer Data via the Services.  Customer represents and warrants that it has obtained any and all applicable and necessary authorizations to process the Customer Data in the Services. Validity does not assume any responsibility for or undertake to verify the accuracy or completeness of the Customer Data.  Customer is solely responsible for backing up its data. Validity shall not have a duty to back up data or to restore data that is lost in the course of the provision of Services.
  7. Customer may install or otherwise elect to use Validity-approved third-party services with and as permitted by the Services (“Third-Party Services”) (e.g. customer relationship management systems). Any use by Customer of Third-Party Services is solely the responsibility of Customer and the applicable Third-Party Services provider and Validity shall in no way be responsible for the performance of the Third-Party Services. Customer acknowledges that providers of such Third-Party Services may have access to Customer Data in connection with the interoperation and support of Third-Party Services with the Services. To the extent Customer authorizes the access or transmission of Customer Data through a Third-Party Service, Validity shall not be responsible for any act or omission on the part of such Third-Party Services provider or its service. Customer acknowledges that Validity is not responsible for any performance issues to the extent caused by Third-Party Services, including failure to connect with such Third-Party Services.
  8. Validity shall not be responsible or liable for any failure in the Services to the extent resulting from or attributable to (i) Customer Data (or quality thereof) as uploaded into the Services or otherwise provided to Validity; (ii) any products, software, equipment, or services used by Customer (other than the Service); or (iii) Customer’s negligence, willful misconduct, breach of this Agreement, or other unauthorized access or use of the Service.
  1. Price, Payment, and Promotion

The Services are available at the then-current rate. Customer shall pay all applicable fees when due as invoiced and, if fees are being paid via credit card or other electronic means, Customer authorizes Validity to charge fees using Customer’s selected payment method. All fees are exclusive of and do not include any taxes, duties, or similar charges imposed by any government. Customer will pay or reimburse Validity for all federal, state, dominion, provincial, or local sales, VAT, use, personal property, import, export, excise or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement, other than taxes based upon Validity’s net income. Any Fees not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

Terms Applicable to BriteVerify Customers:

  1. Customer agrees to pay Validity fees to purchase Verification Credit Block(s) to be used by Customer in any Mode of Use.
  2. Customer agrees to pay Validity fees to purchase Verification Credit Block(s) via automated replenishment features which, if activated by Customer, will purchase Verification Credit Block(s) in quantities of Customer’s own choosing using Customer’s method of payment on file, and when Customer’s balance of Verification Credit Block(s) have reached or fallen below twenty-five percent of a number of Customer’s own choosing. For the sake of clarity, if Customer configures an automatic replenishment feature to purchase a Verification Credit Block of 5,000, then BriteVerify will perform said purchase on behalf of Customer whenever Customer’s balance of Verification Credit Block(s) reaches 1,250 (or twenty-five percent of 5,000), and will continue to do so until Customer deactivates feature or changes its configuration.
  3. Unless otherwise specified in approved Order Form(s) or through the application of an official promotion offered by BriteVerify, the pricing of the Verification Credit Block shall be set forth on the transaction pricing pages located at https://www.validity.com/products/briteverify/pricing/, including other Validity domain properties such as https://www.briteverify.com.
  4. Validity reserves the right to extend or withdraw promotions, in the form of price discounts or gifting of Verification Credit Block(s), at any time and without regard to previous pricing or promotions. Unless explicitly stated
    otherwise, all application of official promotions against Customer’s account are considered one-time applications.
  5. Verification Credit Blocks shall expire one year from the date of purchase. For sake of clarity, if Customer purchases a Verification Credit Block on the 15th day of August in a given year, such Verification Credit Block shall expire at 11:59pm (Eastern) on August 14th of the following year. Any unused verifications within an expired Verification Credit Block are immediately null and void and Validity shall not issue credits for such unused transactions.
  6. Customer shall be required to pay for the Verification Credit Block by credit card, unless Validity, in its sole discretion, permits Customer to pay by check or wire transfer. All fees for Verification Credit Blocks are due immediately upon purchase and Customer hereby authorizes Validity to charge Customer’s credit card at the time of Verification Credit Block purchase for all amounts due or, in the alternative, Validity may, in its sole discretion, charge Customer’s credit card at the beginning of the month following the month in which the Verification Credit Block was purchased. If Customer does not pay Validity when due or if Customer’s credit card is declined at any time, or in the event that Customer’s check does not allow Validity to receive payment, Validity has the option to suspend the provision of or, if provisioning is complete, suspend access to BriteVerify immediately until such amounts are paid. All amounts not paid when due shall bear interest at the rate of 12% per annum or the lower of the maximum amount allowed by applicable law until paid in full.
  7. Validity and any of its employees, officers, or agents are authorized to obtain information concerning Customer’s creditworthiness. Any person to whom a credit application is presented and completed is authorized to disclose to Validity and any of its employees, officers, or agents any information requested, and Customer hereby waives any claim against, and fully releases from any and all liability, such persons by reason of any disclosure. Customer authorizes Validity to verify the truthfulness of all financial representations including a grant of authority to check credit with various credit reporting agencies or any listed financial institutions named in the application for credit separately requested by Validity in connection with this Agreement. Customer will notify Validity in writing of any development which may adversely affect Customer’s financial condition, promptly after the occurrence thereof. All statements by Customer in this connection are true and correct and are made for the purpose of obtaining credit from Validity. Credit granted to Customer may, at the option of Validity, be cancelled at any time upon notice to Customer.

Terms Applicable to DemandTools Customers:

  1. Customer shall pay Validity fees to purchase DemandTools. The pricing shall be located at https://www.validity.com/products/demandtools/try-it-pricing/,which may be modified from time to time, and at any time, by Validity in its sole discretion.
  2. Customer shall be required to pay by credit card, unless Validity, in its sole discretion, permits Customer to pay by check or wire transfer. All fees are due immediately upon purchase and Customer hereby authorizes Validity to charge Customer’s credit card at the time of purchase for all amounts due. If Customer does not pay Validity when due or if Customer’s credit card is declined at any time, or in the event that Customer’s check does not allow Validity to receive payment, Validity has the option to terminate DemandTools immediately until such amounts are paid.
  1. Intellectual Property Rights
  1. As between the Parties, all intellectual property rights in and to the Services, including all copyright, trade secret, patent, trademark, and other proprietary or industrial property rights in and to the Services and any improvements thereto, are the sole and exclusive property of Validity. Customer shall not contest or challenge or take any action inconsistent with or that may damage or impair Validity’s ownership or intellectual property rights in and to the Services. Customer hereby grants Validity a non-exclusive, perpetual, worldwide, irrevocable, transferable, sublicensable, and fully paid-up license to use any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer, its Affiliates, or its Users relating to Validity or any Service (“Feedback”). Any intellectual property rights which may be created as a result of Validity using or acting upon such Feedback shall vest in and remain the property of Validity. Customer does not acquire any rights, express or implied, hereunder with respect to the Services or otherwise other than those rights expressly granted under this Agreement.
  2. As between the Parties, Customer exclusively owns all right, title and interest in and to all Customer Data. Customer hereby grants to Validity the non-exclusive, royalty-free right to access, use, copy, distribute, perform, display and process Customer Data during the Service Term solely: (a) to provide and improve the Services, including to prevent or address service or technical problems; (b) to perform other activities at Customer’s or Users’ direction or request; or (c) as compelled by law.  Each Party will comply with its obligations under the DPA and under applicable law in connection with its processing of Customer Data.
  3. Customer grants Validity a perpetual, irrevocable, non-exclusive right to generate de-identified and aggregated data from Customer Data and to use such de-identified and aggregated data to provide and improve its products and services, provided, however that Validity does not (i) identify the source of any such data, or (ii) disclose any such data to any third party other than to its subcontractors. The rights granted to Validity under this Section 5 may be sublicensed to subcontractors or affiliates that perform work on behalf of Validity and Validity is responsible for its subcontractors’ and affiliates’ performance hereunder.
  4. The Services and Documentation, including, without limitation, trade secrets, performance data, design, features, layouts, configurations, processes, formulae, specifications, programs, test results, technical know-how, methods and procedures of operation and other information relating to or obtained therefrom, by use, examination or otherwise are the valuable trade secrets of Validity, and shall be deemed to be confidential information of Validity (“Confidential Information”). Customer shall use the same degree of care to protect the Confidential Information from improper use or non-disclosure as Customer would use with respect to Customer’s own information of like importance which Customer does not desire to have published or disseminated, but in any event no less than reasonable care. Customer will not use any Confidential Information for any purpose not expressly authorized under this Agreement and will not disclose to third parties any such Confidential Information.
  5. Customer shall promptly notify Validity if Customer becomes aware of any infringement of the Validity’s intellectual property rights in the Services and fully cooperate with Validity in any legal action taken by Validity to enforce its intellectual property rights.
  1. Disclaimer of Warranty

VALIDITY MAKES NO WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED REGARDING THE SERVICES. ALL IMPLIED OR STATUTORY WARRANTIES OR TERMS & CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. SERVICES ARE PROVIDED AND LICENSED ON AN “AS IS” BASIS WITH NO WARRANTY OR REPRESENTATION OF ANY KIND. VALIDITY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS HEREUNDER.

  1. Terms and Termination
  1. This Agreement is effective upon Customer’s acceptance and shall continue until (i) terminated pursuant to this Section 6 or (ii) upon the expiration of a service term. For Customers with an Order Form, unless otherwise provided in the Order Form, each initial term is twelve (12) months and shall automatically renew for successive additional periods of twelve (12) months, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then current service term.
  2. Without limiting any other rights or remedies available to Validity, Validity has the right to terminate this Agreement immediately and without notice to Customer, if: (i) Customer is in breach or default of any of its obligations under this Agreement and such breach or default continues unrectified for ten (10) days following the provision of written notice of such breach or default to Customer; (ii) Customer voluntarily enters into proceedings in bankruptcy or insolvency, makes an assignment for the benefit of its creditors, is adjudged to be bankrupt or insolvent, a petition is filed against Customer under a bankruptcy law, corporate reorganization law, or any other law for the relief of debtors or similar law and such petition is not discharged with sixty (60) days after its filing, or a receiver, trustee or similar person is appointed with respect to Customer’s assets; or (iii) Validity has not received any payment when due either under this Agreement or otherwise.
  3. Upon termination of this Agreement for any reason whatsoever, Customer must immediately cease using the Service and, if applicable, disconnect or disable any application that provides access to the Service under any Mode of Use. In addition, Validity reserves the right to terminate access to the Service under any Mode of Use as part of termination or expiration. It is Customer’s responsibility to remove any Software from Customer’s properties. Validity shall have no responsibility for any data that is sent to Validity via Software that Customer has failed to remove.
  4. Suspension/Termination of Services. Without limitation of its other rights, Validity may suspend or terminate Customer’s access to the Services for Customer’s failure to pay any Fees when due if Customer has failed to cure such non-payment after Validity provides Customer with ten (10) days’ notice of such non-payment. Validity may also suspend Customer’s access to the Services if it deems reasonably necessary to prevent harm to the Services or its or its other customers’ systems, data or property. In the event that Services are suspended, Customer shall continue to be charged applicable Fees for the Service during any period of suspension.
  5. The termination of this Agreement will not affect the survival and enforceability of any provisions of this Agreement which are expressly or impliedly intended to survive and remain in force after such termination or expiration of this Agreement.
  1. Limitation of Liability
  1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING DATA LOSS OR CORRUPTION, BUSINESS INTERRUPTION, LOST BUSINESS OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. IN NO EVENT SHALL VALIDITY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VALIDITY IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE CLAIM.
  3. No action arising out of or relating to this Agreement, or Validity’s obligations hereunder, regardless of form, may be brought by Customer more than twelve (12) months after the facts giving rise to the cause of action are known to Customer.
  1. Indemnification

Customer shall indemnify and hold harmless Validity from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney’s fees) arising directly or indirectly out of third-party claims concerning:

  1. Customer’s breach of the Agreement;
  2. Disclosure of Validity’s Confidential Information;
  3. Customer’s use of the Service or Customer’s data entered into the Service; and
  4. The negligence or intentional misconduct of Customer (including Customer’s officers, employees, agents or contractors).
  1. Terms Applicable to Trial Customers
  1. Term and Termination. If Customer registers for a trial subscription of the Services, Validity will make the Services available to the Customer on a trial basis until the earliest of: (i) the end of the trial period for which the Customer used the Services (the trial period shall be determined by Validity in its sole and exclusive discretion); (ii) termination of Customer’s access to or use of the Services in its sole and exclusive discretion; or (iii) Customer’s purchase of the Services (at which time this Agreement shall continue to govern).
  2. Evaluation Purposes. Where the Customer registers for a Trial of the Services, the Services are available on a limited basis solely for the purpose of Customer’s internal business evaluation purposes.
  3. Disclaimer of Warranties. THE TRIAL OF THE SERVICES IS PROVIDED BY VALIDITY TO A TRIAL OFFERING CUSTOMER ON AN “AS IS” BASIS, AND VALIDITY SPECIFICALLY DISCLAIMS ALL WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.
  1. General Provisions
  1. Governing Law and Jurisdiction. This Agreement is exclusively governed by the laws of Delaware, excluding the application of its conflict of laws rules. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in any action arising out of or relating to the Agreement.
  2. Order of Precedence. In the event of any conflict between the terms of the Order Form and of the Agreement(s), the Order Form shall govern.
  3. Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements. There are not and shall not be any oral statements, representations, warranties, undertakings, or agreements between the parties. Validity may elect to change or supplement the terms of this Agreement from time to time, at its sole discretion. Within thirty (30) business days of posting changes to this Agreement, they will be binding on Customer. If Customer does not agree with the changes, Customer should immediately discontinue using the Service. If Customer continues using the Service after such thirty (30) business day period, Customer will be deemed to have accepted the changes to the terms of this Agreement.
  4. Severability. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
  5. Government End User. If Customer is the U.S. Government or an agency thereof, Customer (i) with respect to civilian agencies, will grant protection for Services as “commercial computer software” and related documentation in accordance with the terms of 48 C.F.R. 12.212 of the Federal Acquisition Regulations; and (b) for use by or on behalf of the Department of Defense, will grant protection for any VTO as “commercial computer software” and related documentation in accordance with the terms of 48 C.F.R. 227.7202-1 of the DoD FAR Supplement.
  6. Anti-Corruption. Each Party shall comply with the United States Foreign Corrupt Practices Act and all applicable international anti­bribery laws. Neither Party nor any of its employees, contractors or agents may make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act of decision of an official of any foreign government or the U.S. government (including a decision not to act) or inducing such a person to use his/her influence to affect any such governmental act or decision in order to assist in obtaining, retaining or directing any business in relation to this Agreement. A foreign governmental official shall include any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or the World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business, any political party or party official, any political candidate or any person or entity who a Party knows or has reason to believe shall give part of any part of any payment to any of the aforementioned categories of people for such purpose.
  7. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, except (i) Customer may not assign this Agreement to a competitor of Validity (in Validity’s sole discretion and (ii) no consent shall be required should either party undergo a change of control. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of Validity or Customer.
  8. Publicity. Validity shall be authorized to identify Customer as a customer of Validity in public relations and marketing materials.
  9. Force Majeure. Validity will have no obligation to perform its obligations hereunder to the extent and for the period that Validity is prevented from doing so by any cause beyond its reasonable control.
  10. Export Control. Customer shall comply with all United States and foreign export control laws and regulations applicable to the exercise of its rights under this Agreement, including but not limited to the Foreign Corrupt Practices Act, UK Bribery Act, all US and international anti-bribery laws and all US export, trade, and sanctions programs laws. Neither Customer nor any of its employees, contractors or agents may make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act of decision of an official of any foreign government or the U.S. government (including a decision not to act) or inducing such a person to use his/her influence to affect any such governmental act or decision in order to assist in obtaining, retaining or directing any business via or in relation to this Agreement. A foreign governmental official shall include any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or the World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business, any political party or party official, any political candidate or any person or entity who Customer knows or has reason to believe will give part of any part of any payment to any of the aforementioned categories of people for such purpose.
  11. Notices sent pursuant to this Agreement will be deemed effective upon verifiable receipt.

Last Updated: October 2021

 

 

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