DISTRICT 4 LABS LLC
DATA LICENSE USER AGREEMENT (MALTEGO PARTNERSHIPS)
Effective Date: 01 September 2022
This Data License User Agreement (the “Agreement”) is a legal agreement by and between you (“Customer”) and District 4 Labs, LLC, with an office located at 180 N. Stetson Ave., Suite 2625, Chicago, IL, 60601 (“District 4”). District 4 reserves the right to adjust this agreement at any time in its sole discretion, but will update you following any materials changes via email correspondence. By continuing to use the data following such changes, you agree to be bound the Agreement.
WHEREAS, District 4 develops, markets and maintains a database containing compromised or otherwise exposed personal information;
WHEREAS, Customer desires to access such database solely in connection with its stated purpose as communicated to data partner Maltego Technologies GmbH (“Maltego”) and District 4 desires to provide Customer access to such database for such purposes subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
- Definitions.
“Access Credentials” means any user name, identification number or password, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access the Database.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 50 % of the voting securities of a Person.
“Agreement” has the meaning set forth in the preamble.
“Agreement Term” has the meaning set forth in Section 12.1.
“Authorized Affiliate” means an Affiliate of Customer authorized by District 4 in writing to access and use the District 4 Materials, solely as set forth in this Agreement.
“Authorized Purpose” means Customer’s and Authorized Affiliates’ use case to access the database, as communicated to either District 4 or Maltego. Typically, this involves cybersecurity assessments, online investigations, or breach exposure monitoring.
“Authorized Users” means Customer’s and Authorized Affiliates’ employees who are authorized by Customer or such Authorized Affiliate(s) to access and use the Database under the rights granted to Customer and Authorized Affiliates pursuant to this Agreement.
“Confidential Information” has the meaning set forth in Section 7.1
“Customer” has the meaning set forth in the preamble.
“Customer Data” means information, data, and other content, in any form or medium, that is received, directly or indirectly, from Customer, Authorized Affiliates or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Service by or on behalf of Customer, Authorized Affiliates or any Authorized User.
“Customer Indemnitee” has the meaning set forth in Section 10.1.
“Customer Systems” means the Customer’s and Authorized Affiliates’ information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer and its Authorized Affiliates or through the use of third-party services.
“Database” means the database of compromised or otherwise exposed Personal Identifiable Information maintained by District 4.
“Disclosing Party” has the meaning set forth in Section 7.1.
“District 4” has the meaning set forth in the preamble.
“District 4 Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by District 4 or its designee to disable Customer’s, Authorized Affiliates’ or any Authorized User’s access to or use of the Service automatically with the passage of time or by means of an affirmative action by District 4 or its designee.
“District 4 Indemnitee” has the meaning set forth in Section 10.2.
“District 4 Materials” means the Service, Documentation, and District 4 Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by District 4 or any Subcontractor in connection with the Service or otherwise comprise or relate to the Service or District 4 Systems. For the avoidance of doubt, District 4 Materials include Resultant Data and any information, data, or other content derived from District 4’s monitoring of Customer’s and Authorized Affiliates’ access to or use of the Service, but do not include Customer Data.
“District 4 Personnel” means all individuals involved in providing the Service as employees, agents, or independent contractors of District 4 or any Subcontractor.
“District 4 Systems” means the information technology infrastructure used by or on behalf of District 4 in providing the Service, including the Database and all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by District 4 or through the use of third-party services.
“Documentation” means any manuals, instructions, or other documents or materials that District 4 provides or makes available to Customer and which describe the functionality and features of the Service.
“Effective Date” is the date set forth in the preamble and represents the last date the Agreement was changed or updated.
“Evaluation Process” means the process of audit and evaluation of Customer and/or an Authorized Affiliate by District 4 to evaluate whether Customer and/or such Authorized Affiliate should be authorized by District 4 to be a customer with respect to the Service, including the audit of Customer’s and Authorized Affiliates’ operational and security practices.
“Fees” has the meaning set forth in Section 6.1.
“Force Majeure Event” has the meaning set forth in Section 13.9.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Service or District 4 Systems as intended by this Agreement. Harmful Code does not include any District 4 Disabling Device.
“Implementation Services” means the design, development and implementation services to configure the Service.
“Indemnitee” has the meaning set forth in Section 10.3.
“Indemnitor” has the meaning set forth in Section 10.3.
“Intellectual Property Rights” means any United States patents, copyrights, trademarks, trade secrets, or other domestic intellectual property rights.
“Law” means any applicable statute, law, regulation, rule, code or other requirement of any federal, state or local, government or tribunal of competent jurisdiction.
“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including without limitation, reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Maintenance and Support Services” means the technical support and maintenance services provided by District 4 to Customer to support the Service.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Personal Identifiable Information” means information that: (i) directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual. Customer’s business contact information is not by itself Personal Identifiable Information.
“Receiving Party” has the meaning set forth in Section 7.1.
“Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors.
“Resultant Data” means data and information related to Customer’s and Authorized Affiliates’ use of the Service that is used by District 4 in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service.
“Service(s)” means access to the District 4 Database and other ensuing support provided by District 4.
“Subcontractor” has the meaning set forth in Section 8.
“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Service that are not proprietary to District 4. - Services and License.
2.1 Access and Use. Subject to and conditioned on Customer’s, Authorized Affiliates’ and its and their Authorized Users’ compliance with the terms and conditions of this Agreement, District 4 hereby grants Customer and Authorized Affiliates a limited, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13.8) right to access and use the Database solely for use by Authorized Users solely for the Authorized Purpose in accordance with the terms and conditions herein. Such use is limited to Customer’s and Authorized Affiliates’ use only.
2.2 License. Customer acknowledges and agrees that its and its Authorized Affiliates’ right to access and use the Database and the data contained therein, as a component of the Service, is subject to the type of license purchased from District 4 or its partner Maltego.
2.3 Documentation License. District 4 hereby grants to Customer and Authorized Affiliates a limited, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13.8) license to use the Documentation solely for Customer’s and Authorized Affiliates’ internal business purposes in connection with its and their use of the Service.
2.4 Maintenance and Support Services. District 4 will implement and operate reasonable measurement and monitoring tools and procedures required to measure and report its performance.
2.5 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:
(a) District 4 has and will retain exclusive ownership of District 4 Materials and sole control over the operation, provision, maintenance, and management of District 4 Materials; and
(b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems. Customer will have sole responsibility for all: (i) access to and use of District 4 Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User; (ii) information, instructions, or materials provided by Customer or any Authorized User to District 4 or in connection with use of the Service; (iii) results obtained from any use of the District 4 Materials; and (iv) conclusions, decisions, or actions taken by Customer of any Authorized User based on use of the District 4 Materials. The acts or omissions of Authorized Users shall be considered the acts or omissions of Customer.
2.6 Changes. District 4 reserves the right, in its sole discretion, to make any changes to the District 4 Materials that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of District 4’s services to its customers, the competitive strength of or market for District 4’s services, or the cost efficiency or performance of the Service; or (b) comply with applicable Law.
2.7 Third-Party Materials. Customer expressly acknowledges and agrees that the Service may include or require certain Third Party Materials in order to function, including a Maltego license. Customer shall be responsible for the acquisition or licensure of all required Third Party Materials, and District 4 shall have no liability for any failure of the Service to function properly or to meet Customer’s functional requirements where such failure is caused by Customer’s not acquiring or licensing all required Third Party Materials. In the event that District 4 provides any Third Party Materials to Customer, whether for a fee or free of charge, Customer acknowledges and agrees that such Third Party Materials are provided “as is”, and that District 4 makes no warranties of any kind regarding such Third Party Materials or any modifications thereto. Customer shall be solely responsible for acquiring any and all necessary licenses, consents or other permissions for District 4 to perform the Service on, with or using said Third Party Materials.
2.8 Subcontractors. District 4 may from time to time, in its sole discretion, engage third parties to provide services relating to or in support of District 4’s provision of the Service (each, a “Subcontractor”).
2.9 Suspension or Termination of the Service. District 4 may, directly or indirectly, and by use of any District 4 Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized Affiliate’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the District 4 Materials, without incurring any resulting obligation or liability, if:
(a) District 4 receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires District 4 to do so;
(b) Customer fails to timely pay all Fees to Maltego;
(c) this Agreement expires or is terminated; or
(d) District 4 believes that:
(i) Customer, an Authorized Affiliate or any Authorized User has failed to comply with any term of this Agreement, including by using the Service other than for the Authorized Use, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentation;
(ii) Customer or an Authorized Affiliate makes or made any false or misleading statements during the Evaluation Process;
(iii) Customer or an Authorized Affiliate may use the District 4 Materials in a manner which, in District 4’s judgment, poses a threat to the business or reputation of District 4 or its Affiliates; or
(iv) Customer, an Authorized Affiliate or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities.
This Section 2.10 does not limit any of District 4’s other rights or remedies, whether at law, in equity, or under this Agreement. - Use Restrictions.
3.1 Customer Use Restrictions. Customer shall not and shall not permit any other Person (including any Authorized Affiliate or Authorized User) to, access or use the District 4 Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, any applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, and shall not permit any other Person (including any Authorized Affiliate or Authorized User) to, except as this Agreement expressly permits:
(a) access or use the Service, or any data accessed using or downloaded from the Service, other than for the Authorized Purpose;
(b) copy, modify, or create derivative works or improvements of the District 4 Materials;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any part of the District 4 Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
(d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the District 4 Materials, in whole or in part;
(e) bypass or breach any security device or protection used by the District 4 Materials or access or use the District 4 Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
(f) input, upload, transmit, or otherwise provide to or through the Service or District 4 Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(g) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner, the Service, District 4 Systems, or District 4’s provision of services to any third party, in whole or in part;
(h) remove, delete, alter, or obscure any disclaimers relating to, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from, any part of the District 4 Materials, including any copy thereof;
(i) access or use the District 4 Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
(j) access or use version of the Service other than the most recent update or release of the Service provided by District 4
(k) access or use the District 4 Materials for purposes of competitive analysis of the District 4 Materials, the development, provision, or use of a competing software service or product or any other purpose that is to District 4’s detriment or commercial disadvantage;
(l) use or threaten to use the District 4 Materials in a manner which, in District 4’s judgment, may threaten the business or reputation of District 4 or its Affiliates or the safety or security of the District 4 Materials;
(m) access or use non-anonymized data in the Database, as described in Section 4.5; or
(n) otherwise access or use the District 4 Materials beyond the scope of the authorization granted under this Section 3.1 or this Agreement.
3.2 Alternative License Customer Use Restrictions. For Customers who purchase a license separate from the standard license offered by Maltego, in addition to the restrictions set forth in Section 3.1, said Customers shall not, and shall not permit any other Person (including any Authorized Affiliate or Authorized User), to access or use the data contained within the Database directly or circumvent any controls or mechanisms enabled to prevent such access or use.
3.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Affiliates and its and their Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the District 4 Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify District 4 of any such actual or threatened activity. - Customer Obligations.
4.1 Customer Systems and Cooperation. Customer shall at all times during the Agreement Term: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all Customer Systems on or through which the Service is accessed or used; (b) provide District 4 Personnel with such access to Customer Systems and Customer’s premises as is necessary for District 4 to provide the Service in accordance with the Availability Requirement and provide the Implementation Services; and (c) provide all cooperation and assistance as District 4 may reasonably request to enable District 4 to exercise its rights and perform its obligations under and in connection with this Agreement. District 4 is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.
4.2 Compliance with Laws by Customer. Customer acknowledges and understands that District 4 provides the Service to assist Customer in complying with the legal and regulatory requirements applicable to Customer. Customer agrees that it (and not District 4) will be responsible for (a) use of the Service in compliance with its legal and regulatory requirements and (b) the consequences of any instructions it gives to District 4, including as part of the implementation of the Service, provided District 4 follows such instructions.
4.3 Customer Control of Security and Compliance Decisions. As between the parties, Customer is solely responsible for all conclusions, decisions, or actions taken by Customer, an Authorized Affiliate or any Authorized User, or any client of Customer, based on Customer’s, an Authorized Affiliate’s or any Authorized User’s use of the Service, as well as for all actions taken by District 4 at the direction of Customer, all of the foregoing including but not limiting to security decisions.
4.4 Non-Anonymized Data in Database. Customer acknowledges and agrees that the Database contains certain sensitive information which the parties intend to only be available to Customers on an Anonymized basis. “Anonymized” for purposes of this Section 4.4 means data which has been modified such that its access or disclosure would not trigger disclosure requirements to governmental authorities under applicable data protection and/or data breach notification Laws. - Management.
5.1 Each party shall, throughout the Agreement Term, maintain within its organization a manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding the I Customer’s use of the Database. - Security and Privacy.
6.1 Information Security. District 4 will employ reasonable technical security and operational management practices to protect the Service.
6.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Service; (c) Customer Systems; (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the District 4 Materials, directly or indirectly, by or through the Customer Systems or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Customer will employ reasonable technical security and operational management practices to protect the Service. Upon District 4’s request, no more than two (2) times per year, Customer shall provide to District 4 a copy of its current information security and cybersecurity policies and summary of the results of penetration testing within the past calendar year of Customer Systems.
6.3 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Service; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for use of the Service. - Confidentiality.
7.1 Confidential Information. In connection with this Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to this Section 7.1, “Confidential Information” means information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information, which (if in writing) is clearly marked “CONFIDENTIAL” or “PROPRIETARY” by the Disclosing Party at the time of disclosure, or, if orally disclosed, is identified as confidential at the time of disclosure to the Receiving Party or would be reasonably deemed confidential or proprietary given the circumstances surrounding its disclosure. Without limiting the foregoing, all District 4 Materials, including all data in the Database, and the financial terms and existence and contents of this Agreement are the Confidential Information of District 4. The confidentiality obligations of the parties shall not apply to information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference or access to or use of any Confidential Information. If the Receiving Party is compelled by subpoena or applicable Law to disclose any Confidential Information, then, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or the Receiving Party remains required to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances that such Confidential Information will be afforded confidential treatment.
7.2 Protection of Confidential Information. The Receiving Party shall: (a) only access or use Confidential Information as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (b) not disclose or permit access to Confidential Information other than to its employees, agents and contractors who have a need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under this Agreement and have been informed of the confidential nature of the Confidential Information; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure. - Intellectual Property Rights.
8.1 District 4 Materials. Subject to the terms and conditions in this Agreement, District 4 grants a non-exclusive, royalty-free, non-transferable, and limited right to Customer and Authorized Affiliates to access and use the District 4 Materials solely in connection with Customer’s and Authorized Affiliates’ use of the Service. Subject to the license granted herein, all right, title, and interest in and to District 4 Materials, including all Intellectual Property Rights therein, are and will remain exclusively with District 4 and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to such Third-Party Materials. Customer has no right, license, or authorization with respect to any of District 4 Materials except as expressly set forth in this Agreement. All other rights in and to District 4 Materials are expressly reserved by District 4.
8.2 Customer Data. Customer hereby irrevocably grants all access and usage rights and permissions in or relating to Customer Data as are necessary for District 4 (and its Subcontractors) to exercise its rights and perform its obligations in this Agreement. Subject to the license granted herein, as between Customer and District 4, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights relating thereto.
8.3 Feedback. Customer hereby grants to District 4 a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the District 4 Materials all suggestions, enhancement requests, recommendations or other feedback provided by Customer, Authorized Affiliates and its and their personnel relating to the operation, functionality or improvements to the District 4 Material. - Representations and Warranties.
9.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
9.2 Additional District 4 Representations, Warranties, and Covenants. District 4 represents, warrants, and covenants to Customer that District 4 will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner. Customer’s sole and exclusive remedy for District 4’s breach of this warranty shall be District 4’s re-performance of the applicable non-conforming Services.
9.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, THE SERVICE, ALL RELATED SERVICES AND DISTRICT 4 MATERIALS ARE PROVIDED “AS IS.” DISTRICT 4 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, DISTRICT 4 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, ANY RELATED SERVICES OR DISTRICT 4 MATERIALS, OR ANY REPORTS OR RESULTS ARISING FROM THE USE THEREOF, WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES INCLUDING CUSTOMER’S SYSTEMS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH THIRD-PARTY MATERIALS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS CYBERSECURITY TOOL ONLY AND THAT IT CONTEMPLATES AND REQUIRES THE INVOLVEMENT OF CYBERSECURITY PROFESSIONALS IN CONNECTION WITH ITS USE. IN ANY EVENT, DISTRICT 4 IS NOT RESPONSIBLE FOR ERRORS OR INCIDENTS WITH CUSTOMER’S SECURITY SYSTEMS RESULTING FROM ACTS OR OMISSIONS TAKEN BY CUSTOMER BASED ON THE SERVICE OR CUSTOMER’S FAILURE TO COMPLY WITH APPLICABLE LAWS. District 4 is not responsible for: (i) the accuracy of any data submitted by Customer or its Authorized Users; (ii) the performance of Customer Systems; (iii) any interruption, loss or corruption of data that occurs as a result of transmitting or receiving data or Harmful Code via the Internet or other network connectivity; or (iv) any performance issues arising from Customer utilizing the Service outside the scope of use permitted under this Agreement or contrary to the instructions in the Documentation. - Indemnification.
10.1 District 4 Indemnification. District 4 shall indemnify, defend, and hold harmless Customer and each of its respective officers, directors, employees, agents, successors, and assigns (each, a “Customer Indemnitee”) from and against any and all damages, judgments, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) incurred by Customer resulting from any Action by a third party that the District 4 Materials (other than data contained within the Database), when used in accordance with this Agreement, infringes or misappropriates such third party’s Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) data contained within the Database, Third-Party Materials or Customer Data; (b) access to or use of the District 4 Materials in combination with any Customer Materials or hardware or service not provided by District 4 or specified for Customer’s use in the Documentation; (c) modification of the District 4 Materials other than by District 4; or (d) use of the District 4 Materials outside the scope of the rights granted under this Agreement or otherwise in violation of this Agreement.
10.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless District 4 and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “District 4 Indemnitee”) from and against any and all damages, judgments, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) incurred by such District 4 Indemnitee resulting from any Action by a third party arising out of or resulting from, or are alleged to arise out of or result from: (a) District 4’s use of the Customer Data or any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer; (b) Customer’s breach of Sections 6.2 and 6.3; (c) Customer’s violation of any applicable Laws; or (d) allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement.
10.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense of the Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
10.4 Remedy for Customer’s IP Claims. If any portion of the District 4 Materials are, or in District 4’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s use of the District 4 Materials is enjoined or threatened to be enjoined, District 4 may, at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the District 4 Materials materially as contemplated by this Agreement; (b) modify or replace the District 4 Materials, in whole or in part, to seek to make the District 4 Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the District 4 Materials, as applicable, under this Agreement; or (c) by written notice to Customer, terminate this Agreement with respect to all or part of the District 4 Materials, and require Customer to immediately cease any use of such District 4 Materials (or any specified part or feature thereof), subject to Customer’s compliance with its post-termination obligations set forth in Section 12.4 and Customer will be entitled to a pro rata refund of any applicable prepaid and unused subscription Fees for the Services.
10.5 Sole Remedy. THIS SECTION 0 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND DISTRICT 4’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE AND DISTRICT 4 MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. - Limitations of Liability.
11.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL DISTRICT 4 OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICE; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
11.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL DISTRICT 4 AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID TO DISTRICT 4 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. - Term and Termination.
12.1 Agreement Term. The term of this Agreement (the “Agreement Term”) shall commence on the date the Customer is granted access to the Database via Maltego continue in perpetuity unless terminated pursuant to the express provisions of this Agreement or an agreement the Customer has agreed to with Maltego.
12.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
(a) District 4 may immediately terminate this Agreement if Customer breaches any of its obligations under Section 2.10, Section 3.1, Section 6.2, Section 6.3, or Section 7;
(b) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
(c) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
12.3 Effect of Termination or Expiration. The expiration or termination of this Agreement shall automatically terminate all Database access but shall not affect either party’s rights or obligations thereunder.
12.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1, Section 7, Section 8, Section9, Section 10, Section 1, Section 12.4, this Section 12.5, and Section 3. - Miscellaneous.
13.1 Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.
13.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
13.3 Public Announcements. District 4 will seek written approval from the Customer prior to utilizing Customer’s name and logo in any promotional or marketing materials.
13.4 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party’s address. Notices sent in accordance with this Section 13.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; or (b) when received, if sent by a nationally recognized overnight courier, signature required. Notwithstanding the foregoing, notices during the normal course of the relationship may be sent to the email address below:
Email Address: maltego@mckennad 13.5 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 13.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 13.7 Entire Agreement. This Agreement and any other documents attached hereto or referenced herein constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein), the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices and (b) second, any exhibits, schedules, attachments, and appendices to this Agreement. 13.8 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without District 4’s prior written consent, which consent shall not be unreasonably withheld. For the avoidance of doubt, the acquisition or beneficial ownership of 21% or more of the voting equity of Customer, any merger by or into Customer, or the purchase of all or substantially all of the assets of Customer shall constitute an assignment of this Agreement. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. 13.9 Force Majeure. In no event will District 4 be liable or responsible to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond District 4’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. 13.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors, permitted assigns, licensors and service providers and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 13.11 Dispute Resolution. Any dispute, controversy or claim arising out of this Agreement or the interpretation thereof (a “Dispute”) shall be resolved as provided in this Section. Prior to the initiation of formal dispute resolution procedures, the parties shall first meet in-person as often, and for such duration and as promptly as the parties reasonably deem necessary to discuss the Dispute and negotiate in good faith in an effort to resolve the Dispute. If the parties are unable to resolve the Dispute within thirty (30) days after notice of the Dispute, then the parties will each appoint one (1) senior executive who is not involved on a day-to-day basis with the subject matter of the Dispute and will meet in-person to negotiate the matter in good faith in an effort to resolve the Dispute without the necessity of any formal proceedings. Formal proceedings for the resolution of a Dispute may not be commenced until the earlier of: (i) the good faith determination by the appointed senior executives that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) thirty (30) days following the date that the Dispute was first referred to the appointed senior executives. The provisions of this Section 13.11 will not be construed to prevent District 4 from instituting formal proceedings to the extent necessary to avoid the expiration of any applicable limitations period or to pursue equitable rights or injunctive remedies deemed reasonably necessary to protect its interests. 13.12 Arbitration.(a) If the parties do not resolve the dispute within the dispute resolution process set forth in Section 13.11 the parties agree to refer their dispute to arbitration for resolution in accordance with: (i) if Customer is incorporated in the United States of America or any State or Territory thereof, the Commercial Arbitration Rules of the American Arbitration Association; and (ii) if Customer is incorporated in any other jurisdiction, the International Arbitration Rules of the International Centre for Dispute Resolution. For purposes of this Section 13.12, the foregoing arbitral rules are the “Rules” and the foregoing arbitral bodies are the “Governing Authority”. Notwithstanding the foregoing, in the event of a conflict between the Rules and this Section 13.12, this Section 13.12 shall control. (b) The seat of arbitration shall be Chicago, Illinois, USA. The language of the arbitration shall be English. (c) Unless otherwise agreed in writing between the parties in advance, there shall be one (1) arbitrator who shall be appointed according to the Rules and who shall be a former or retired judge, or attorney at law with at least ten years’ experience in the software industry. If the dispute involves a claim of intellectual property infringement (including any request for indemnification therefor), the arbitrator shall also be knowledgeable in intellectual property issues. The parties will mutually appoint an arbitrator within 21 days of the notice by one party to the other demanding arbitration. If the parties cannot agree upon the sole arbitrator within the time prescribed, the parties shall request the Governing Body to propose five arbitrators who meet the foregoing knowledge requirements, and each party shall rank the proposed arbitrators. The Governing Body shall appoint an arbitrator from the list of five, based upon the Parties’ rankings. (d) Within five days after his or her appointment, the arbitrator shall contact the parties to the Dispute and arrange an initial conference (the “Hearing Conference”) with them, to be conducted within 15 days after his or her appointment, at which conference the arbitrator and the parties will establish timing and any other procedures for limited discovery, such discovery as follows: each party (A) shall have the disclosure responsibilities mandated by Rule 26(a)(1) of the Federal Rules of Civil Procedure; (B) may take up to three evidentiary fact depositions; (C) may exchange two sets of document production requests of not more than 15 requests, including subparts; (D) may exchange two sets, of not more than ten interrogatories; and (E) may designate two expert witnesses each, who shall be the only experts allowed to testify at the arbitration hearing. The arbitrator shall have sole discretion to decide any other matter including motion practice, discovery disputes, and hearing procedures, in accordance with the Rules as applicable. The arbitrator shall agree to these limits prior to accepting appointment. (e) The arbitrator shall decide the matters in the dispute in accordance with the internal laws of the state of Illinois, USA, without reference to the conflict of laws rules thereof. The parties agree that the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958 applies to this Agreement. (f) Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within 120 days of the Hearing Conference, and an award rendered within 145 days of the Hearing Conference. The arbitrator shall agree to these limits prior to accepting appointment. The arbitrator will provide detailed written explanations to the parties to support the award. (g) The existence of any arbitration and the existence, result and content of any award are the Confidential Information of both parties. Except as may be required by law or as permitted by Section 8, neither party or the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. (h) Unless otherwise ordered by the arbitrators, each party shall bear its own costs and fees, including attorneys’ fees and expenses. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or legal argument or cross-examine witnesses. (i) The procedures specified in this Section 13.12 (subject to the dispute resolution process in Section 13.11, as applicable) shall be the sole and exclusive procedures for the resolutions of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party may seek injunctive or other provisional judicial relief in accordance with Section 13.16. Injunctive or provisional relief or judgment enforcing any award rendered by the arbitrator may be entered by the courts set forth in Section 13.15. The parties hereby agree to submit to the jurisdiction of such courts with respect to such injunctive or provisional relief or such judgment to enforce the arbitral award. Each of the parties hereby consents to the service of process by registered mail or by an express delivery service providing a return receipt at its address set forth in this Agreement and agrees that its submissions to jurisdiction and its consent to service of process by mail are made for the express benefit of the other party. 13.13 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 13.14 Severability. If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 13.15 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois. Subject to Section 13.12, any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted or other subject matter hereunder will be instituted exclusively in the federal courts of the United States located in Cook County, Illinois or, if such courts lack proper subject matter jurisdiction, the courts of the State of Illinois located in Chicago, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. 13.16 Equitable Relief. The parties acknowledge and agree that a breach or threatened breach by such party of any of its obligations under Section 7 or, in the case of Customer, Section 2.10, Section 3.1, Section 3.3, or Section 6.2, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 13.17 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party. 13.18 Timely Actions. Except for claims based upon the nonpayment of applicable fees under this Agreement, neither Customer nor District 4 shall bring a legal action under this Agreement more than two (2) years after the cause of action arose. 13.19 Non-Solicitation. During the Agreement Term and for one (1) years after, Customer shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person or entity) for employment or engagement as an independent contractor any person then or within the prior twelve (12) months employed or engaged by District 4 or any Subcontractor. In the event of a violation of this Section 13.19, District 4 will be entitled to liquidated damages equal to the compensation paid by District 4 to the applicable employee or contractor during the prior twelve (12) months, including any bonuses. 13.20 Electronic Signature. Customer agrees to the use of electronic documents and records in connection with this Agreement and all future documents and records in connection with the Services. Customer has the right to receive a paper copy of all documents and records if and to the extent required under applicable law. Customer may (a) obtain a paper copy of any document or record (free of charge), (b) withdraw its consent to the use of electronic documents and records, or (c) update its contact information through written notice to District 4. This Agreement is the complete and exclusive agreement regarding the subject matter hereof and supersedes all prior proposals, understandings and other agreements regarding the subject matter hereof. In no event shall any printed terms contained in any purchase order, quotation, acknowledgment or similar document provided by Customer have any validity or application to this Agreement, whether such terms may be construed as different from or in addition to any terms set forth in this Agreement. In the event of a conflict between the body of the Agreement and any order form, the body of the Agreement shall prevail.
District 4 Labs 