Effective Date: 06\/01\/2026<\/p>\n\n\n\n
CONFIANZA, INC.<\/strong><\/p>\n\n\n\n MASTER TERMS AND CONDITIONS<\/strong><\/p>\n\n\n\n Confianza, Inc., a Delaware corporation (\u201cConfianza\u201d), develops, markets and licenses a PLEASE READ THESE TERMS CAREFULLY. BY CLICKING ACCEPT OR Confianza may, in its sole discretion, modify these Terms at any time in its sole discretion 1.1 \u201cConfianza Data<\/em><\/strong>\u201d means the data, analyses, reports and\/or other information made 1.2 \u201cConfianza Personnel<\/em><\/strong>\u201d means Confianza and its employees and subcontractors.<\/p>\n\n\n\n 1.3 \u201cCustomer Data<\/strong><\/em>\u201d means Customer\u2019s data and information provided to Confianza for 1.4 \u201cI<\/strong><\/em>ntellectual Property Rights<\/em><\/strong>\u201d means all patents (including originals, divisionals, 1.5 \u201cParty<\/em><\/strong>\u201d means Confianza or Customer, and \u201cParties<\/em><\/strong>\u201d means Confianza and 2.1. Term<\/strong>. This Agreement will commence on the Effective Date and continues for one 2.2. Termination<\/strong>. Either Party may terminate this Agreement or any Statement of Work 2.3 Effect of Termination<\/strong>. Upon expiration or termination of the Agreement or a 2.4. Survival<\/strong>. Notwithstanding anything to the contrary in this Agreement, upon This Agreement is a master agreement between the Parties and contains the sole and 4.1. Services<\/strong>. Subject to the terms and conditions of this Agreement, Confianza will 4.2. Restrictions<\/strong>. Customer will not, directly or indirectly: reverse engineer, decompile, 4.3. Customer Data<\/strong>. As between Customer and Confianza, Customer retains all rights, 4.4. Confianza Technology<\/strong>. As between Customer and Confianza, Confianza retains all 4.5. Aggregated Statistics.<\/strong> Confianza shall have the right to de-identify and aggregate 4.6. Customer Feedback<\/strong>. Customer may but is not required to provide suggestions, 4.7. Support<\/strong>. Customer may request reasonable support or training from Confianza At any time during the Term and for one (1) year thereafter, Confianza may audit 6.1. Invoicing and Payment<\/strong>. Customer will pay Confianza the amounts set forth in each 6.2. Taxes<\/strong>. The fees set forth in the Statement of Work do not include taxes unless stated 6.3. Auditable Records and Invoice Disputes<\/strong>. Confianza will maintain accurate records of 7.1. Confidential Information. \u201cConfidential Information<\/strong>\u201d means any information 7.2. Restrictions<\/strong>. Recipient will only use Discloser\u2019s Confidential Information to 7.3. Remedies<\/strong>. Each Party acknowledges that its breach of its obligations under Section 7.4. Return of Confidential Information.<\/strong> Upon the earlier of (a) the expiration or 8.1. Limited Warranty<\/strong>. Confianza warrants that the Services will be performed in a 8.2. Warranty Disclaimer<\/strong>. Confianza provides the Deliverables \u201cAS IS\u201d and \u201cWITH EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, 9.1. Compliance with Laws<\/strong>. Confianza will comply with all federal, state and local laws 9.2. Privacy<\/strong>. Confianza shall comply with the provisions of the Privacy and Security 9.3. Power and Authority<\/strong>. Each Party represents and warrants that it has full power and 9.4. Independent Contractors<\/strong>. The relationship of the Parties is that of independent 10.1 Damages<\/strong>. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET 11.1 Indemnification by Confianza<\/strong>. Confianza will indemnify, defend and hold 11.2 Indemnification by Customer<\/strong>. Customer will defend, indemnify and hold 12.1. Entire Agreement<\/strong>. This Agreement together with all SOWs, and any and all 12.2. Amendments<\/strong>. Except as set forth above, this Agreement may not be modified, 12.3 Marketing<\/strong>. Confianza may use Customer\u2019s trademark, logo or brand (\u201cBrand 12.4 Notices<\/strong>. All notices and other communications under this Agreement must be 12.5 Waiver of Breach<\/strong>. The waiver by either Party of a breach of any provision of 12.6 Governing Law; Disputes<\/strong>. This Agreement will be governed by and construed 12.7 Assignment<\/strong>. Customer may not assign this Agreement to any third party 12.8. Third Party Benefits<\/strong>. This Agreement inures to the benefit of and is binding 12.9. Force Majeure<\/strong>. Except for the obligation to make payments, nonperformance 12.10. Severability<\/strong>. If any provision of this Agreement is held to be illegal, invalid or Effective Date: 06\/01\/2026 CONFIANZA, INC. MASTER TERMS AND CONDITIONS Confianza, Inc., a Delaware corporation (\u201cConfianza\u201d), develops, markets and licenses aproprietary on-line platform (a.k.a. Software-as-a-Service) to drive better decisions andoutcomes with […]<\/p>\n","protected":false},"author":4,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"content-type":"","inspiro_page_layout":"narrow","inspiro_hide_title":false,"footnotes":""},"class_list":["post-709","page","type-page","status-publish","hentry"],"yoast_head":"\n
proprietary on-line platform (a.k.a. Software-as-a-Service) to drive better decisions and
outcomes with predictive loss analytics (\u201cService\u201d) for use by an entity (\u201cCustomer\u201d) and its
employees, consultants and agents. Customer shall be liable for any use and\/or misuse of the
Services by such users. Customer enters into this Agreement (defined below) on a
subscription basis for specific Service(s) as set forth on one or more order form(s) submitted
by Customer and accepted by Confianza (each an \u201cStatement of Work\u201d or \u201cSOW\u201d). The
\u201cEffective Date\u201d of this Agreement is the date Customer initially access the applicable
Service; provided, however, that each Order Form may have its own term, as set forth therein
(\u201cSubscription Term\u201d). The (i) SOW(s), (ii) these Terms and Conditions (\u201cTerms\u201d), and
(iii) the Privacy and Security Addendum, including any and all attachments, exhibits or
schedules thereto and hereto, each and all attached and incorporated herein by reference, are
collectively the \u201cAgreement\u201d. This Agreement specifically excludes and disavows any terms
or conditions provided by Customer in any invoice, purchase order, receipt,
acknowledgement or other form or document and all such terms and conditions are void and
without effect; in the event of a conflict between an SOW and these Terms, the SOW
governs.<\/p>\n\n\n\n
ACCESSING OR USING THE SERVICE, OR AUTHORIZING OR PERMITTING ANY
USERS TO ACCESS OR USE THE SERVICE, YOU REPRESENT AND WARRANT
YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THESE TERMS; IF
YOU DO NOT HAVE SUCH AUTHORITY, NO RIGHT OR LICENSE IS GRANTED
HEREIN AND CUSTOMER MUST NOT ACCESS OR USE, OR PERMIT ANY ACCESS
TO, THE SERVICES. CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF
CUSTOMER DOES NOT AGREE TO ALL THESE TERMS, THEN DO NOT CLICK
ACCEPT AND CUSTOMER AND ANY USERS HAVE NO RIGHT OR LICENSE TO,
AND MAY NOT ACCESS OR USE, THE SERVICE.<\/p>\n\n\n\n
effective upon posting the modified Terms through the Service, with email notice from
Confianza to Customer (or as otherwise may be notified through the Service). Customer is
responsible for regularly reviewing any information posted through the Service, including
such modified Terms, if any. If Customer does not agree to the modified Terms, Customer
agrees to immediately stop using the Service. CONTINUED ACCESS OR USE OF THE
SERVICE AFTER SUCH POSTING (OR OTHER NOTIFICATION) MEANS
CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THE MODIFIED TERMS.<\/p>\n\n\n\n1. DEFINITIONS<\/h3>\n\n\n\n
available to Customer through the Services.<\/p>\n\n\n\n
the purpose of enabling Confianza to provide Services hereunder.<\/p>\n\n\n\n
continuations, continuations-in-part, extensions, foreign applications, utility models,
and re-issues), patent applications, copyrights (including all registrations and
applications therefore), trade secrets, registered and unregistered trademarks,
trademark applications, registered and unregistered service marks, service mark
applications, trade names, domain names, mask works, proprietary rights and
processes and other proprietary and Intellectual Property Rights, including moral
rights, the subject matter of any of the foregoing, and tangible embodiments of any
of the foregoing.<\/p>\n\n\n\n
Customer.<\/p>\n\n\n\n2. TERM AND TERMINATION<\/h3>\n\n\n\n
(1) year, thereafter automatically renewing for additional one-year terms unless
either party provides notice of non-renewal at least thirty (30) days prior to the
expiration of the then-current term (\u201cTerm<\/strong><\/em>\u201d). The term of any particular SOW will
be stated in the SOW itself; to the extent the term of any SOW survives beyond the
expiration of this Agreement, the Agreement\u2019s terms and conditions shall survive
until the expiration of such SOW.<\/p>\n\n\n\n
for cause if the other Party breaches any material provision of this Agreement or an
SOW and fails to cure or remedy such breach within thirty (30) calendar days of
receiving notice specifying in reasonable detail the nature of the claimed breach.<\/p>\n\n\n\n
Statement of Work, as the case may be, Confianza will immediately cease providing
any applicable Services and Customer will immediately cease access to and use of
the applicable Services and Confianza Data. Customer shall purge any and all
Confianza Data, including without any limitation any notes, compilations, databases
or other information (regardless of form) containing, including or otherwise arising
or resulting from the Confianza Data, from its systems and files, and shall cause its
employees to do the same, within fifteen (15) days after expiration or termination.
Customer will pay to Confianza a pro-rated portion of the amount due under any
Statement of Work that is incomplete at the time of termination and for which
payments have not been made. Termination or expiration of this Agreement and\/or a
Statement of Work will not relieve Customer of its obligation to pay all charges that
accrued prior to such termination or expiration. In the event either Party terminates
this Agreement or a Statement of Work, each Party must return or destroy all of the
other Party\u2019s Confidential Information (as defined in Section 6.1) and, upon request,
certify in writing by an executive of that Party to such return and destruction, except
for electronic backup copies made in accordance with reasonable backup procedures
that are subject to destruction in accordance with reasonable document destruction
processes; for the sake of clarity, any such retained data or information shall not be
used for any purpose whatsoever. Provided all fees due up to effective date of
termination or expiration have been paid, Confianza will furnish to Customer the
latest version of any Deliverables in progress upon the effective date of termination.<\/p>\n\n\n\n
termination of this Agreement or any SOW, Section 1 (DEFINITIONS), 2.3 (Effect
of Termination), 2.4 (Survival), 4.2 through 4.7 (LICENSES, OWNERSHIP), 5
(PRICING AND PAYMENT), 6 (CONFIDENTIAL INFORMATION), 7.2
(Warranty Disclaimer), 10 (LIMITATION OF LIABILITY), 11
(INDEMNIFICATION) and 12 (GENERAL) and subsections 2.3 (Effect Of
Termination), and 2.4 (Survival), of this Agreement will survive such termination.<\/p>\n\n\n\n3. SCOPE OF SERVICES<\/h3>\n\n\n\n
exclusive terms and conditions of the Parties applicable to the Services provided by
Confianza to Customer during the Term, except as may otherwise be set forth in a
Statement of Work agreed to by the parties. If Customer provides purchase orders or
invoices containing additional or different terms, those terms will be void and of no
effect. If the Parties desire to procure\/provide Services under this Agreement, the Parties
will mutually execute a Statement of Work. In the event of any conflict or inconsistency
between this Agreement and a Statement of Work, the provisions of the Statement of
Work will prevail. Each Statement of Work will include a description of the Services and
any documentation, plans, reports, data, analyses or other items (i.e., Confianza Data) to
be provided to Customer through the Services. Each duly approved and executed
Statement of Work shall contain in reasonable detail (a) a description of the Services; (b)
the tasks to be completed by Customer and\/or Confianza, if any; (c) a description of the
Confianza Data; (d) the schedule for delivery of the Confianza Data; (e) the fees to be
paid by Customer (\u201cFees<\/em><\/strong>\u201d); and (f) such additional information as the Parties may wish
to include.<\/p>\n\n\n\n4. LICENSES, OWNERSHIP<\/h3>\n\n\n\n
provide the Services to Customer pursuant to a Statement of Work. As part of the
Services only, Confianza hereby grants Customer the limited, non-exclusive, non-
transferable, non-assignable, non-sublicenseable right and license solely during the
Term to use and review the Confianza Data solely for internal decision-making.
Confianza may release new versions of and\/or updates to the Services at any time in
its sole discretion. Confianza will use its reasonable commercial efforts to notify
Customer thereof, and will not degrade or otherwise diminish the Services\u2019 features
and functionality unless necessary to comply with applicable law.<\/p>\n\n\n\n
disassemble or otherwise attempt to discover the source code, object code or
underlying structure, ideas, know-how or algorithms relevant to the Services or any
software, documentation or data related to the Services; modify, translate, or create
derivative works based on the Services or the Confianza Data; use the Services or
Confianza Data for timesharing or service bureau purposes or otherwise for the
benefit of a third party; access, use, process, disclose, sell, sublicense, or otherwise
exploit any Confianza Data in any final decision or determination of eligibility which
would make it subject to the Fair Credit Reporting Act, as amended (\u201cFCRA<\/em><\/strong>\u201d); sell,
resell, distribute, provide or otherwise convey the Confianza Data to any third party
(including any affiliate or subsidiary of Customer); or remove any proprietary
notices or labels from the Services or Confianza Data. For the avoidance of doubt, the
Services and Confianza Data are solely provided under the license grant above, and
are specifically not sold.<\/p>\n\n\n\n
title and interest in and to all Customer Data, including without limitation any
Intellectual Property Rights therein. Customer hereby grants to Confianza a limited
non-exclusive, non-transferable, non-sublicensable, royalty-free license during the
Term to use, copy, store and modify the Customer Data solely to the extent
necessary to provide the Services to Customer.<\/p>\n\n\n\n
rights, title, and interest, including without limitation any Intellectual Property
Rights, in and to (a) the Services, (b) any and all Deliverables (except as may be
specifically identified as a Customer-owned Deliverable in an SOW), (c) the
Confianza Data, and (d) all other ideas, inventions, discoveries, materials,
information or data conceived, developed or reduced to practice by Confianza prior
to, during or independent of its performance of the Services hereunder, including
improvements, modifications and derivative works thereof that are developed
hereunder (collectively, the \u201cConfianza Technology<\/strong><\/em>\u201d).<\/p>\n\n\n\n
Customer Data with other data it has or receives from third parties, customers, or
partners (\u201cAggregated Data<\/strong>\u201d) and to use such Aggregated Data for any purpose,
without restriction, provided that such use is in compliance with applicable laws.<\/p>\n\n\n\n
comments or other feedback to Confianza with respect to the Services (\u201cFeedback<\/strong><\/em>\u201d).
Any Feedback is given voluntarily and Confianza will not disclose the source of
Feedback. Customer hereby grants to Confianza a perpetual, non-exclusive,
irrevocable, fully transferable and sublicensable, unrestricted license to use, disclose,
reproduce, license, make or have made derivative works of, distribute and exploit
Feedback in whatever manner Confianza sees fit, without obligation or attribution to
Customer of any kind.<\/p>\n\n\n\n
during the Term regarding the Services by contacting Confianza by phone (470-357-
6050) or email (support@confianza.com).<\/p>\n\n\n\n5. AUDIT<\/h3>\n\n\n\n
the systems, records and processes of Customer for compliance with the responsibilities,
restrictions and obligations in this Agreement, including without limitation in Sections 2
and 4, regarding the licensed use of the Services and the Confianza Data. Any such audit
shall be at Confianza\u2019s expense no more than once per year upon reasonable notice and
conducted during normal business hours so as to not unduly interfere with Customer\u2019s
business operations. In the event such audit reveals a material breach by Customer with
respect to the use of the Services and\/or Confianza Data, and in addition to any other
remedies available to Confianza, Customer shall bear the cost of the audit.<\/p>\n\n\n\n6. PRICING AND PAYMENT<\/h3>\n\n\n\n
Statement of Work for Services and Confianza will invoice in accordance with the
schedule set forth therein. Payments for all such amounts from Customer are due
within thirty (30) days from the date of invoice. If Customer is delinquent in the
payment of any amounts due Confianza, Confianza may suspend provision of
Services and revoke Customer\u2019s license for use and viewing of Deliverables upon
fifteen (15) days\u2019 prior notice to Customer. A suspension and revocation under this
Section 5.1 will not constitute a termination of the Agreement nor will it relieve
Customer of any of its obligations or liabilities under the Agreement. Amounts not
paid when due will bear interest at the lesser of one and one-half percent per month
(1.5% per month) or the highest rate allowed by applicable law, until paid.<\/p>\n\n\n\n
otherwise. Unless Customer provides Confianza with a valid non-taxable transaction
or tax exempt certificate no later than ten (10) business days after the Effective Date,
Customer will pay, and indemnify and hold Confianza harmless from, all applicable
sales, use, gross receipts, VAT, excise, import, export, property, withholding or
similar taxes or duties (other than taxes on Confianza\u2019s net income) in connection
with the provision of Services to Customer by Confianza (including any interest or
penalties thereon resulting from Customer\u2019s failure to pay such taxes or other
charges on a timely basis).<\/p>\n\n\n\n
all fees billable to and payments made by Customer in a format that permits audit for
a period of not less than one year after payment by Customer. If Customer in good
faith disputes any invoiced amount, Customer must notify Confianza in detail in
writing as to the nature of the disputed charges and the reason for Customer\u2019s
disagreement, and must pay all amounts due other than the disputed amount. The
Parties will make all reasonable attempts to resolve the dispute as amicably as
possible within thirty (30) days.<\/p>\n\n\n\n7. CONFIDENTIAL INFORMATION<\/h3>\n\n\n\n
disclosed by one Party (\u201cDiscloser<\/strong>\u201d) to the other Party (\u201cRecipient<\/strong>\u201d), either directly
or indirectly, in writing, electronically, orally or by inspection of tangible objects
(including documents, prototypes, samples, software, hardware and equipment).
Without limiting the generality of the foregoing, Confidential Information of
Confianza includes without limitation the Confianza Data, administration tools,
customer support materials made available by Confianza, and any and all of
Confianza\u2019s product documentation, whitepapers, product guides, data sheets and
training materials. Notwithstanding the foregoing, information that is disclosed to
Recipient by Discloser shall not be deemed to be Confidential Information if it is
(a) in the public domain at the time it is disclosed by Discloser to Recipient; (b)
becomes publicly available through no breach of this Agreement by the Recipient or
any personnel of Recipient that had access to it; (c) already in the possession of the
Recipient at the time of disclosure by Discloser as demonstrated by reasonable
documentary evidence; (d) is obtained by Recipient from a third party without a
breach of such third party\u2019s obligations of confidentiality; or (e) is independently
developed by the Recipient without use of or reference to the Confidential
Information, as demonstrated by reasonable documentary evidence. This Agreement,
including the SOWs, shall be treated as Confianza Confidential Information.<\/p>\n\n\n\n
exercise its rights or carry out its obligations under the Agreement, shall not disclose
Discloser\u2019s Confidential Information to any third party other than its employees,
directors, consultants and advisors (\u201cRepresentatives\u201d) who need to know such
information and have access for purposes consistent with this Agreement, and will
protect Discloser\u2019s Confidential Information by using the same degree of care that it
uses to safeguard its own confidential or proprietary information of a like nature
from unauthorized use, disclosure, or dissemination, but not less than a reasonable
degree of care. Recipient will inform its Representatives of Recipient\u2019s obligations
under this Section 6.2 and will required all of its Representatives to have agreed in
writing to preserve the confidentiality of Discloser\u2019s Confidential Information under
terms and conditions no less restrictive than those set forth herein; provided,
however, that in the case of Customer, Customer may not permit a consultant or
advisor who is employed by, that consults for or is an advisor to a competitor of
Confianza to access Confidential Information of Confianza without the express
written approval of Confianza. In the event that any Confidential Information is
required to be disclosed pursuant to any law or judicial order, it will not be deemed a
breach of this Agreement to so disclose provided the Recipient gives the Discloser
prompt notice thereof and uses its commercially reasonable efforts to seek or to
cooperate with the Discloser, at Discloser\u2019s expense, in seeking a protective order
with respect thereto.<\/p>\n\n\n\n
6.1 would result in irreparable damages to the other Party for which monetary
damages may be inadequate, and agrees that in the event of any such breach the
other Party shall be entitled to seek injunctive and other equitable relief without the
posting of a bond therefore, in addition to seeking all other remedies available to it at
law.<\/p>\n\n\n\n
termination of this Agreement or (b) the request of the other Party, each Party shall
immediately return all copies of the other Party\u2019s Confidential Information in its
possession or control and, subject to Section 2.4, not retain any copies or electronic
reproductions of such Confidential Information, except as otherwise required by
applicable law, and except as required for internal archival purposes, subject to the
continuing obligations of confidentiality provided forth in this Agreement. The
foregoing shall not require either Party to delete any records that are automatically
recorded on computer back-up tapes.<\/p>\n\n\n\n8. WARRANTY<\/h3>\n\n\n\n
professional and workmanlike manner and in compliance with industry standards
and the relevant SOW. In the event Confianza breaches the foregoing warranty, if
Customer notifies Confianza in writing of the nature of the non-conformance within
thirty (30) days, Confianza will use commercially reasonable efforts to promptly re-
perform the non-conforming Services without charge. The foregoing provides
Customer\u2019s sole and exclusive remedy for breach of the warranty in this Section 8.1.
Customer agrees and acknowledges that Confianza generates the Confianza Data
from third-party sources and thus cannot be liable or responsible to Customer for any
changes made by such suppliers to their underlying data.<\/p>\n\n\n\n
ALL FAULTS\u201d. Use of the Deliverables is at Customer\u2019s sole risk and expense; in
no event will Confianza be liable or responsible to Customer for any actions taken or
not taken due to or as a result of, directly or indirectly, the Deliverables.<\/p>\n\n\n\n
CONFIANZA MAKES NO OTHER DIRECT, EXPRESS, IMPLIED OR
STATUTORY WARRANTY WITH RESPECT TO THE SERVICES, AND
DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES
OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY
ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL DATA
AND INFORMATION PROVIDED BY CONFIANZA IS PROVIDED \u201cAS IS\u201d
AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED. THE USE OF SUCH DATA AND
INFORMATION IS AT THE CUSTOMER\u2019S RISK.<\/p>\n\n\n\n9. ASSURANCES<\/h3>\n\n\n\n
and regulations applicable to its performance of this Agreement. Customer will
comply with all federal, state, and local laws and regulations applicable to
Customer\u2019s use of the Products and Services, including any laws relevant to its
collection and use of Customer Data, including without limitation the FCRA.<\/p>\n\n\n\n
Addendum set forth in Attachment 1 to this Agreement.<\/p>\n\n\n\n
authority to enter into this Agreement and grant the other Party all rights granted by
this Agreement and that entering into and carrying out the terms and conditions of
this Agreement will not constitute a breach by it of any other contract to which it is a
party or by which it is bound.<\/p>\n\n\n\n
contractors. Neither Party has the right to make commitments for or act on behalf of
the other Party, and nothing in this Agreement may be construed to create a joint
venture, partnership, employment or relationship of principal and agent between
Confianza and Customer.<\/p>\n\n\n\n10. LIMITATION OF LIABILITY<\/h3>\n\n\n\n
FORTH IN THIS AGREEMENT, CONFIANZA WILL NOT BE LIABLE TO THE
CUSTOMER FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LOST PROFITS, ARISING OUT OF THIS
AGREEMENT OR THE SERVICES, EVEN IF A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
CONFIANZA\u2019S LIABILITY FOR A CLAIM ARISING OUT OF THIS
AGREEMENT OR ITS SUBJECT MATTER, WHETHER IN CONTRACT, TORT
OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO
CONFIANZA IN THE TWELVE MONTHS PRIOR TO THE CLAIM.<\/p>\n\n\n\n11. INDEMNITIES<\/h3>\n\n\n\n
harmless Customer and its officers, directors, employees and agents from against any
loss, liability, cost or expense, including but not limited to reasonable attorneys\u2019 fees
and other litigation expenses (collectively, \u201cLosses\u201d) resulting from any claim,
demand, suit, or proceeding made or brought against Customer by a third party
alleging that the use of the Services in the manner and for the purpose contemplated
in this Agreement and the applicable SOW infringes or misappropriates its patents,
copyrights or other intellectual property rights, provided that Customer (a) gives
Confianza prompt written notice of the claim; (b) gives Confianza sole control of the
defense and settlement of the claim (provided that Confianza may not settle any
claim without Customer\u2019s written approval (which will not be unreasonably
withheld, conditioned or delayed) unless the settlement unconditionally releases
Customer of all liability); and (c) provides reasonable assistance to Confianza with
respect to the defense of the claim at Confianza\u2019s request. Notwithstanding the
foregoing, Confianza has no obligation to indemnify such a claim to the extent it
arises from: (i) Customer Data, ; (ii) the combination of the Services with any other
products, services or data where the infringement arose from such combination;
(iii) Customer\u2019s use of the Services or Deliverables; or (iv) Customer\u2019s acts or
omissions not in accordance with the terms of this Agreement or SOW.<\/p>\n\n\n\n
harmless Confianza and its officers, directors, employees and agents from and
against any Losses resulting from (i) any breach by Customer of its obligations or
representations and warranties set forth in his Agreement and (ii) any claim, demand,
suit, or proceeding made or brought against Confianza by a third party alleging that
the use of the Customer Data in the manner and for the purpose contemplated in this
Agreement infringes or misappropriates the patents, copyrights or other intellectual
property rights of a third party, provided that Confianza (i) gives Customer prompt
written notice of the claim; (ii) gives Customer sole control of the defense and
settlement of the claim (provided that Customer may not settle any claim without
Confianza\u2019s written approval (which will not be unreasonably withheld, conditioned
or delayed) unless the settlement unconditionally releases Confianza of all liability);
and (iii) provides reasonable assistance to Customer with respect to the defense of
the claim at Customer\u2019s request. Subject to the foregoing, Confianza may participate
in such proceeding at its own expense.<\/p>\n\n\n\n12. GENERAL<\/h3>\n\n\n\n
attachments thereto, constitutes the entire agreement between the Parties and
supersedes all prior written or oral understandings or agreements between the Parties
with regard to the subject matter hereof.<\/p>\n\n\n\n
amended or supplemented except in a mutual written agreement of the Parties. Any
such modification or amendment must be in writing, signed by the Parties and
indicate that such writing modifies or amends this Agreement.<\/p>\n\n\n\n
Features\u201d) during the Term for the sole purpose of listing Customer on its website
and in other marketing collateral. Confianza shall use the Brand Features according
to Customer\u2019s branding guidelines, provided by Customer to Confianza.<\/p>\n\n\n\n
in writing and will be effective when delivered by hand or by email, or upon receipt
when mailed by registered or certified mail (return receipt requested), postage
prepaid, or by traceable overnight courier to the relevant Party at its address set forth
in the applicable SOW or such other address as such Party may from time to time
specify by notice to the other.<\/p>\n\n\n\n
this Agreement by the other Party will not operate or be construed as a waiver of any
subsequent breach of this Agreement. No waiver of rights under this Agreement will
be effective unless in writing signed by the Party granting the waiver.<\/p>\n\n\n\n
under the laws of the State of Florida, without giving effect to the principles of
conflicts of laws. Any dispute resolution proceeding or legal action arising under this
Agreement must be brought in the state and\/or federal courts sitting in Sarasota
County, Florida. Each Party irrevocably submits to the jurisdiction of such courts
and waives any objection it may have that such courts constitute an inconvenient
forum. The prevailing party in any legal action brought by one Party against the
other and arising out of or related to this Agreement will be entitled, in addition to
any other rights and remedies it may have, to reimbursement for its legal expenses,
including court costs and reasonable attorneys\u2019 fees.<\/p>\n\n\n\n
without the advance written consent of Confianza, which shall not be unreasonably
withheld, delayed or conditioned. The merger or consolidation of Customer with
another entity in which Customer is not the survivor, or the sale of all or
substantially all of the assets of Customer to a third party, or the acquisition by a
party of ownership or control of more than fifty percent of the issued and outstanding
voting stock of Customer, will be deemed to be an assignment.<\/p>\n\n\n\n
upon the Parties and their respective successors and assigns. Subject to the
foregoing, this Agreement does not and is not intended to confer any rights or
remedies upon any person other than Confianza and the Customer.<\/p>\n\n\n\n
of either Party will be excused to the extent the performance is rendered impossible
by fire, flood, earthquake, natural catastrophe, epidemic, pandemic, health
emergency, governmental acts or orders or restrictions, civil unrest, acts of terrorism,
war, interruption of telecommunication networks, or any other reason where failure
to perform is beyond the reasonable control of and is not caused by the negligence of
the nonperforming Party.<\/p>\n\n\n\n
unenforceable by any law, rule, order or regulation of any government, or by the
final determination of any state, federal or other court, such invalidity will not affect
the enforceability of any other provisions not held to be invalid.<\/p>\n","protected":false},"excerpt":{"rendered":"