1. Welcome and Introduction

Welcome to Standardized Contracts. We provide two types of services to our customers.  The first service is a set of standardized legal contracts that are drafted so that both sides of every transaction can be comfortable with their terms without devoting excessive time and money to attorneys (“ Models ”).  The second service is a platform using next-generation tools, applications, API’s, artificial intelligence, and data integrations to help our customers make the most of those Models (“Platform”). Together, the Models and Platform constitute the “ Services .”

Please carefully read through this Platform License and Terms of Service (“ Agreement”), since it is a binding agreement between you and Doug Marks Law, PLLC (doing business as Standardized Contracts), which offers the Models and Platform (“ Standardized Contracts,” “ Company ,” “we,” “us,” “ our”).  The Agreement is effective when you sign up or otherwise use any of the Services or access any content or material that is made available through the Services.

You acknowledge that you have read and understood the Agreement and agree to be bound by it. If you don’t agree with (or cannot comply with) the Agreement, then you may not use the Services.  

If you have been invited by one of our clients to use the Platform and Models to enter into an agreement with our client, you must accept the terms of this Agreement, but the sections related to payment and processing of Fees will not apply to you.  

The term “Services” includes all the software, applications, widgets, tools, and functionality made available through the Services, including our platform and any help desk system, connectivity API’s, and related support services.  Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term “Services.”   However, the term “Services” does not include Professional Services.  “ Professional Services ” means any work we do at your request to develop features, modifications, or customizations for your specific use, as well as any other work we do for you that is not included in our standard Services. If you ever require Professional Services, we will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided.

You may sign up using an online form, paper agreement, or other paper or electronic means acceptable to Standardized Contracts (“ Order Form”).  Any Order Form accepted and signed by us is incorporated into this Agreement, and you agree to its provisions as if it were fully set forth herein.  To the extent any provision of a duly executed Order Form accepted by us conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.

This Agreement also incorporates our Privacy Policy located at our website, and you agree to be bound by the terms of the Privacy Policy.  However, our Privacy Policy addresses a broader spectrum of business interactions than this Agreement does, so to the extent any matters that are addressed in this Agreement conflict with the Privacy Policy, the terms of this Agreement shall govern.

2.  Licenses to Each Other

As part of the Services, we will give you access to the Models, and we grant you a limited, non-exclusive, non-assignable, royalty-free (except for the payment of the Fees), worldwide license to access the specific Models you order in an Order Form.  We own the Models and any intellectual property associated with the Models, and we do not grant you any rights other than as specifically described in the foregoing license.  However, once you order a Model, you and your Business Contact (defined below) will own your copy of the Model with your signatures.

We will also give you access to the Platform, and we grant you a limited, non-exclusive, non-assignable, royalty-free (except for the payment of the Fees), worldwide license to use the Platform for the purposes of negotiating and executing agreements based on the Models we provide.  We own the Platform and any intellectual property associated with the Platform, and we do not grant you any rights other than as specifically described in the foregoing license.  However, if you have paid for access to a user dashboard, you may use the Platform for a period of thirty (30) days after the expiration of this Agreement to access the data made available to you via the user dashboard.

You grant Standardized Contracts a limited, non-exclusive, assignable, royalty-free, license to access the information you provide or generate using the Services as described in this Agreement.  Except as expressly described in this Agreement, you retain complete ownership of all the information you provide or generate  using the Services.

3.  Exchange and Use of Information

When you use the Services, you will necessarily provide us the contact information of your employees, contractors, business contacts, and customers (“Contact Data”).  You exclusively own Contact Data subject to the specific license you grant us below.

By the very nature of the Services, we will also have visibility into the content of the contracts into which you enter using the Services (“Contract Content”).  You exclusively own Contract Content subject to the specific license you grant us below.  

You grant us a limited, non-exclusive, non-assignable, royalty-free (except for the payment of the Fees), worldwide license for the term of the Agreement to use the Contact Data and Contract Content for the sole purpose of providing the Services to you.

As you work through the process of using the Services to enter into new contracts with your customers, clients, and potential customers and clients (“Business Contact(s)”), you will also generate data regarding the specific Model provisions that have been changed, the number of iterations you and your Business Contacts require to finalize a contract, the provisions you insert for changed Model provisions, and similar information about how our Models are negotiated and/or changed (the “Model Usage Data”).  To the extent we de-identify the Model Usage Data, we are the owner of the Model Usage Data.  We do not require a license, because we own the Model Usage Data from the moment it is generated.

Using the Services, you will also generate data about your usage of the Platform, such as which systems are used to access the Platform, the time of day the Platform is accessed, specific pages and tools accessed, and IP addresses from which the Platform is accessed (“Platform Usage Data”).  This information belongs to us, and it is used to provide the Services and to improve them on your behalf and on behalf of our other customers.  However, we agree that we will not disclose the Platform Usage Data to any third party for any purpose other than expressly set forth above in this paragraph.

4.  Warranty Disclaimers and Your Interactions with Business Contacts

The Models are provided to you as an estimation of provisions that would likely be acceptable to businesses and individuals doing business on an arms-length basis.  They are not provided with the intent to give legal advice or counsel.  You agree to obtain your own legal counsel to review the Models you use and to determine whether the Models will work in your specific situation or meet your specific needs.

STANDARDIZED CONTRACTS MAKES NO WARRANTY THAT ANY PROVISION IN A MODEL WILL BE ENFORCEABLE OR LEGALLY BINDING, THAT THE PROCESS PROPOSED THROUGH THE USE OF THE MODELS AND THE PLATFORM WILL BE LEGALLY EFFECTIVE OR BINDING, OR THAT THE MODELS WILL MEET YOUR LEGAL NEEDS.  STANDARDIZED CONTRACTS MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

You will use the Services to engage with your Business Contacts, but the content of your relationship with your Business Contacts is entirely between you and those other parties.  Company does not make any attempt to monitor or control the content of communications or negotiations or other interactions between users, and you agree to defend, indemnify, and hold Company harmless from any dispute, harm, or liability that arises out of or related to your relationship with your Business Contacts.

5.  Received Materials

If you send us any comments, materials, or letters including, without limitation, questions, feedback, comments, suggestions, criticisms, testimonials, or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights.  Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction; provided that if we ever wish to use your name or likeness, we will get your specific written permission.  Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

6.  Payment, Term, and Termination

You agree to pay the fees contained in an Order Form (“Fees”).  When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable, to your card.  

The term of this Agreement shall be a period of one year, with a one-year renewal occurring automatically at the end of each year unless a party notifies the other not less than 30 days prior to the end of the then-current term that it intends to terminate this Agreement.  If you commence a new negotiation by entering into a specific Order Form within the last thirty (30) days of your term, then the Agreement will be renewed for ninety (90) days for that specific Order Form only, so that you can have that time to finish negotiations and enter into the contract you’ve begun before the expiration of the term.  After ninety (90) days, your active Order Form will be terminated, and you will be required to start over with that contract and pay to renew your Order Form.

This Agreement may be terminated by either party upon the breach of any material provision of this Agreement that is not cured within thirty (30) days after notice of breach.  We may terminate this Agreement or suspend your access to the Services at any time, and with or without notice, in the event of your actual or suspected unauthorized use of the Services and/or Content. You may terminate this Agreement at any time, but no event shall you receive a refund of Fees, whether paid in arrears or in advance.

7.  Changes to this Agreement

At certain times, we may in our discretion need to make revisions to this Agreement.  If we do, we will notify you by posting notices on the website. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions.  The date of any amendments to this Agreement will be included in the notice, so that you will be able to tell when you need to again review the Agreement.  If you do not agree to any posted amendments, your sole remedy is to terminate the Agreement by notifying us via e-mail at dougmarks@dougmarkslaw.com.  Any other changes to this Agreement must be in writing signed by both parties.

8.  Trials and Beta TestingFrom time to time, we or others on our behalf may offer access to beta versions of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a “Trial”).  We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some Trials, we’ll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU THE APPLICABLE FEES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION.  YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY.  BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER WITH RESPECT TO THEIR USE OF THE SERVICES IN CONNECTION WITH  A BETA TRIAL.

Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to you.  Any warranties made in this Agreement are for your benefit only and may not be assigned or transferred.

9.  Acceptable Use 

You have no rights in the Services other than as expressly provided in this Agreement.  You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose.  You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion.  Company’s logos and product and service names are trademarks of Company.  All other trademarks appearing on the Platform or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made. 

In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:

• modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
• reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
• use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
• use the Services in any manner or for any purpose other than as expressly permitted by this Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
• sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
• remove, obscure or alter any proprietary rights notice pertaining to the Services;
• access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
• use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
• interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
• access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
• cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
• share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.

10.  Third-Party Services and Applications

The Services may be integrated with third-party applications that integrate the contracts into which you enter with other systems or software you use (“ Third Party Applications”). These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.

11. Your Account and Collaborators

You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.  Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account.  You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services.

12.  Confidentiality

Confidential Information.  During the term of this Agreement, each party or its employees, consultants, or agents may receive information of the other party that is proprietary or confidential (“Confidential Information”).  “Confidential Information” specifically excludes Contact Data, Contract Content, Model Usage Data, and Platform Usage Data, which is addressed in other sections of this Agreement.  Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties except as expressly authorized by this Agreement or to use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such Confidential Information for the purposes of this agreement and who are subject to confidentiality obligations at least as protective of the Confidential Information as those set out herein.  Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this section by its employees, consultants or agents.  Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality; or (e) otherwise addressed in this Agreement.

Exceptions. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement; and (c) that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.    

Remedies. The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this section regarding the other party’s Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy.  Therefore, the parties agree that in the event of a breach or anticipated breach of this section, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond.  Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

13. Links and Third-Party Rights

Company may provide links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites or resources.

14. Copyright and Title

The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws.  The Services are licensed, not sold, to you.  This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.

15.  Company Warranty

Company warrants that the Services, with the exception of any beta trial, and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.

16.  Limitation of Liability

IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE 12-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING.  THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.  BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

17. Service Limitations and Modifications

Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof.  You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

18. Survival

Any provisions of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements to give effect to those provisions, shall survive termination.  

19.  Post-Termination Assistance

For a period of thirty (30) days following termination for any reason, Company agrees to provide Your Data to you in a reasonably approved format.  If you desire any other assistance to transition to a new provider of similar services, Company may do so in its discretion after receipt of reasonable fees at Company’s standard hourly rates for the provision of such transition services.

20.  Governing Law and Jurisdiction

The Services are operated by Company from its offices in Idaho in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in the State of Idaho, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

21. Attorney Fees

In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

22.  Entire Agreement

This Agreement is a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties, except as provided in this Agreement.

23.  Non-Waiver

No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.

24.  Severability; Binding Effect

If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.

25.  Force Majeure

Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.

26.  Company Indemnification

Company agrees to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.

27.  Defense and Indemnification

In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened third-party claim arising out of or based upon (1) your and your Business Contacts’ use of the Services and interactions with each other, including without limitation any claim that the Model or Platform resulted in an unenforceable, unwise, or inadequate legal agreement, (2) your failure to comply with any of the provisions of applicable law, and (3) your breach of any of the provisions of this Agreement.  In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys’ fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.

28.  Electronic Communications

When you visit us at our website, use the Services, or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices on our website.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

29.  Independent Contractors

The parties to this Agreement are independent contractors, and there is no actual or intended relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party is an agent of the other party, and neither party has the authority to bind the other party, or to incur any obligation on the other party’s behalf.

30.  Privacy Rights

Use of the Services may involve the processing of the personal information of various individuals, including your employees, administrators, officers, contractors, Business Contacts, and others.  We comply with all applicable laws related to privacy protection, and you agree to also comply with all such laws.  

For purposes of complying with the various privacy laws applicable in different jurisdictions, we have adopted the Data Processing Agreement (“ DPA”) located on our website, which governs how we collect, manage, and process the personal information we receive in connection with your use of the Services.  It is incorporated into this Agreement as if it were set forth in full herein.  For individuals residing in Europe, the DPA incorporates the European Standard Contractual Clauses attached thereto for purposes of authorizing and allowing data controllers to transfer personal data for processing in the United States.  

As privacy laws related to privacy protection are adopted in jurisdictions across the world, we attempt to comply with those laws, and you must also comply with those laws as they are adopted.

31.  SECURITY BREACH

In the event of a security breach, as defined by applicable local, state, national, and international laws, rules and regulations, by Company or its employees, contractors or agents (in their capacity as such), upon discovery of such breach, Company will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) promptly notify you of the security breach, its nature and scope, the remedial actions Company will undertake. You will be responsible for fulfilling your obligations under applicable law.