RAMPxchange User License Agreement
This RAMPxchange User License Agreement (this “Agreement”), is made between RAMPxchange, LLC, an Indiana limited liability company (the “Company” or “RAMPxchange), and “User” as defined below.
WHEREAS, the Company intends, for the benefit of the businesses that become clients, providers or otherwise users of RAMPxchange by entering into this Agreement to provide various products and services as more particularly described hereinafter; and
WHEREAS, the User desires to become, and the Company desires to accept, the User as a RAMPxchange User subject to and in accordance with the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants performed and to be performed hereunder, the Company and the User agree as follows:
General Services Provided. The Company will support the interests of the User by providing secure access to RAMPxchange Platform including access to its vetted cybersecurity and risk management suppliers along with features as described in the membership options and as modified from time to time by RAMPxchange (collectively, and as they exist from time to time, the “User or Member Benefits”).
1. Definitions.
"Platform” means the proprietary RAMPxchange software as a service platform, including all related applications, websites, and modules.
“User” means any individual or entity that accesses or uses the Platform, including Clients and Providers.
“Client” means a User seeking to purchase services.
“Provider” means a User offering services.
“Engagement” means a services engagement between a Client and Provider originated through the Platform.
“User” means any individual or entity that accesses or uses the Platform, including Clients and Providers.
“Client” means a User seeking to purchase services.
“Provider” means a User offering services.
“Engagement” means a services engagement between a Client and Provider originated through the Platform.
2. Member Benefits. The Company will endeavor to develop and maintain from time-to-time Member Benefits that, in the Company’s discretion
exercised in good faith, provide value to Users in consideration of their User Fees paid. The types of Member Benefits that RAMPxchange provides,
include, but are not limited to, the following and may be dependent on the type of membership acquired by the User.
a. User will be entitled to a limited, non-exclusive, non-refundable license to use the proprietary RAMPxchange Software as a Service (SaaS) Platform solely for User’s internal business purposes, as implemented and continually enhanced, including any current and future proprietary software developed by the Company for RAMPxchange Users.b. RAMPxchange may include confidential ratings and associated feedback and information on Clients and Providers. User hereby consents to RAMPxchange displaying Provider cumulative ratings. RAMPxchange may include risk scores or assessments on Users, provided by a third party service. RAMPxchange does not create, verify, endorse or guarantee such ratings or scores and is not in any way responsible for them. Users should independently evaluate such ratings and/or risk scores.
c. RAMPxchange will utilize User submitted profile information to present capabilities to Buying Users of products or services.
d. RAMPxchange displays Solicitations to applicable Service Provider Users. The Company reserves the right to approve all Solicitations prior to public User notification of such Solicitation(s).
3. Proprietary Rights And Licenses.
a. License Grant. The Company hereby grants User a non-exclusive, nonrefundable, nontransferable, revocable licensed right as further defined in Section 12 below, to access the RAMPxchange platform for the purpose of researching, identifying, selling and purchasing services and products. User may not sublicense, use, access or share its account or associated benefits to any other party without the Company’s prior written consent.
b. Restrictions. Except as expressly permitted by this Agreement, User may not itself, or permit any other party to: (i) copy or reuse content displayed in the Platform; (ii) translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to derive the source code of RAMPxchange or create derivative work product or let any third party do any of the foregoing; (iii) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights, grant a security interest in, or transfer possession to its Users or (iv) use the Marketplace, content or use in any manner not in accordance with the terms and conditions of this Agreement.
4. Fees and Payment.
a. Membership Tiers and Associated Fees.
i. Community Member. Membership provided at no cost to Member.
ii. Professional Member. Member shall pay an Annual Membership Fee of $7,500.00.
iii. Strategic Member. Member shall pay an Annual Membership Fee of $15,500.00.
iv. Membership Benefits per category shall be listed within the Platform. User may update their membership tier on an annual basis.
i. Community Member. Membership provided at no cost to Member.
ii. Professional Member. Member shall pay an Annual Membership Fee of $7,500.00.
iii. Strategic Member. Member shall pay an Annual Membership Fee of $15,500.00.
iv. Membership Benefits per category shall be listed within the Platform. User may update their membership tier on an annual basis.
In the event that Member does not renew at a paid membership tier, Member will be downgraded to the Community membership tier.
b. Transaction Fees.
i. Transaction Fees shall be applicable as listed in the RAMPxchange Platform and as accepted by Client and Provider at time of agreement of
i. Transaction Fees shall be applicable as listed in the RAMPxchange Platform and as accepted by Client and Provider at time of agreement of
the parties to perform services under an engagement (“Engagement”). When a Provider is selected and services are rendered from a Solicitation approved by Client, Provider authorizes the Company to withhold a Transaction Fee (as defined and agreed to by Client within the RAMPxchange Platform) from Provider payments.
ii. Provider shall be responsible for payment of all Transaction Fees arising from any Engagement originated through the Platform, regardless of whether the Engagement is completed, performed, or paid for outside of the Platform.
iii. The Company shall collect payment from Client and shall remit payment to Provider on its designated payment processing schedule of thirty (30) business days from receipt of payment from Client. Expected payment dates are viewable in the Finance module of the Platform for each Engagement.
iv. Transaction Fees paid to RAMPxchange are non-refundable, even for services later challenged or credited.
c. Sales Tax. Provider shall determine the applicability and payment of any sales or other tax on Provider’s products or services offered through the RAMPxchange Platform and the RAMPxchange Platform provides the capability for Provider to choose any relevant tax based off their service offering to be applied to each milestone. Sales Tax, where and if applicable, will be displayed and agreed to by both Client and Provider at the time of Engagement acceptance. The Platform provides the capability and requires a tax code to be applied to each milestone. The Platform will not automatically apply one or validate it for the provider. The Company makes no representation as to whether the service satisfies the applicable legal requirements regarding any taxes and hereby advises User to consult with appropriate tax advisers on such issues.
d. Terms. Transaction Fees and Membership Fees are subject to change in the Company’s sole discretion and upon advance notice to User are subject to change in the Company’s sole discretion and upon advance notice to User.
ii. Provider shall be responsible for payment of all Transaction Fees arising from any Engagement originated through the Platform, regardless of whether the Engagement is completed, performed, or paid for outside of the Platform.
iii. The Company shall collect payment from Client and shall remit payment to Provider on its designated payment processing schedule of thirty (30) business days from receipt of payment from Client. Expected payment dates are viewable in the Finance module of the Platform for each Engagement.
iv. Transaction Fees paid to RAMPxchange are non-refundable, even for services later challenged or credited.
c. Sales Tax. Provider shall determine the applicability and payment of any sales or other tax on Provider’s products or services offered through the RAMPxchange Platform and the RAMPxchange Platform provides the capability for Provider to choose any relevant tax based off their service offering to be applied to each milestone. Sales Tax, where and if applicable, will be displayed and agreed to by both Client and Provider at the time of Engagement acceptance. The Platform provides the capability and requires a tax code to be applied to each milestone. The Platform will not automatically apply one or validate it for the provider. The Company makes no representation as to whether the service satisfies the applicable legal requirements regarding any taxes and hereby advises User to consult with appropriate tax advisers on such issues.
d. Terms. Transaction Fees and Membership Fees are subject to change in the Company’s sole discretion and upon advance notice to User are subject to change in the Company’s sole discretion and upon advance notice to User.
5. Affiliate Program.
a. Users may apply to become an affiliate within the RAMPxchange platform (“Affiliate”). The Company will review and approve applicants for the Affiliate Program in the Company’s sole discretion. The Company may modify or amend the terms of the Affiliate Program at any time upon notice to User or may discontinue the Affiliate Program at any time. The Company may terminate or discontinue Affiliate’s participating in the Affiliate Program at any time upon notice to Affiliate.
b. In the event that a User applies and is approved by the Company as an Affiliate, a Solicitation is linked to User within the Platform, and such linked Solicitation is accepted and approved by the Company, the Parties agree that the Company shall pay Affiliate an Affiliate Fee (“Affiliate Fee”). The Company shall pay Affiliate an Affiliate Fee, which is a percentage of the total Solicitation amount, as defined and posted in the finance dashboard within the Platform. Affiliate and Transaction Fees are subject to change upon advance notice to User. Applicable Affiliate Fees shall be paid to Affiliate within thirty (30) days of receipt of payment by User.
c. User organizations may be linked to multiple opportunities. Affiliates are only eligible for Affiliate Fees that are derived from linked Solicitations that have been approved and accepted by the Company, are new Solicitations not already linked to other another User or are otherwise not involved in the Company’s preexisting sales process.
d. Participation in the Affiliate Program is voluntary and is at Affiliate’s own risk. Affiliate is responsible for investigating any third parties with whom Affiliate chooses to enter a relationship via the Affiliate Program.
e. In the event that a Solicitation is not completed or transacted through the Platform, or otherwise expires or is cancelled, the Company shall not be liable to pay the Affiliate Fee. The Company shall not be liable to pay Affiliate Fees in the event that Company does not receive payment and shall only pay Affiliate upon receipt of payment from User. In the event that User withholds payment for any reason, the Company shall have no obligation to pay Affiliate unless and until the Company is first paid by the User. The Company’s sole obligation shall be to exercise commercially reasonable efforts to collect. If for any reason the User refuses or fails to make payment, the Company shall not be liable to make payment to Affiliate. Affiliate bears the risk of the User’s non-payment, regardless of cause, including but not limited to, the User’s financial failure, bankruptcy, reorganization or other financial difficulty. In the event that a User requests a refund of any amounts paid by User, Affiliate shall promptly refund such Affiliate Fees on a pro-rata basis
f. The Company may implement Program Policies, a copy of which may be found within the Platform. Program Policies are subject to change from time to time and updates shall be posted within the Platform.
6. Intellectual Property. Each Party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the “Intellectual Property”) and no Party will have any claim or right to the Intellectual Property of the other by virtue of this Agreement or the performance of services hereunder. Neither Party will use the Intellectual Property of the other Party without its prior consent and neither Party will take any action or make any claim to any Intellectual Property belonging to the other Party, whether during the Term or thereafter, which is inconsistent with this Paragraph. The parties agree that RAMPxchange is authorized to display User’s name, logo and organizational information within the RAMPxchange or related sites.
7. Confidentiality. Each Party recognizes that, during the term of this Agreement, its directors, officers or employees may obtain knowledge of trade secrets, member names and other confidential information of the other Party which are valuable, special or unique to the continued business of that Party. Accordingly, each Party hereby agrees to hold such information in confidence and to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). However, confidential information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party, (ii) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, (iii) is received from a third party without breach of any obligation owed to the disclosing Party, or (iv) was independently developed by the receiving Party.
8. Termination.
a. The User shall have the right to terminate this Agreement for any reason as of a stated termination date by giving at least 30 days prior written notice to the Company of its intention to terminate, in which event this Agreement shall terminate on the date set forth in such notice.
a. The User shall have the right to terminate this Agreement for any reason as of a stated termination date by giving at least 30 days prior written notice to the Company of its intention to terminate, in which event this Agreement shall terminate on the date set forth in such notice.
b. The Company shall have the right to terminate this Agreement at any time in its sole discretion exercised in good faith by written notice thereof to the User, including (but not limited to) upon the occurrence of any of the following events:
i. failure to complete transactions through RAMPxchange and pay any Transaction Fees when due; or
ii. violation of this Agreement or any other agreement with RAMPxchange.
i. failure to complete transactions through RAMPxchange and pay any Transaction Fees when due; or
ii. violation of this Agreement or any other agreement with RAMPxchange.
c. In the event of termination of this Agreement, the Membership Fees, as applicable and regardless of termination, are nonrefundable. All active awarded Engagements should be completed through the RAMPxchange marketplace, unless otherwise approved in writing by the Company.
d. In the event of termination, User shall immediately cease use of the Platform and promptly destroy or return Confidential Information.
9. Limitation of Liability and Important Disclaimers.
a. The User waives any right to seek damages from the Company on account of any errors, omissions, delays or inaccuracies in information, services, and/or products provided to the User. Furthermore, the Company shall not be liable to the User or any other party for any indirect, incidental, consequential, or exemplary damages, however caused, arising out of or related to this Agreement, or the use or performance of the Company deliverables or products.
b. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE USE, PERFORMANCE, RESULTS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF ANY OF THE SERVICES OR PRODUCTS MADE AVAILABLE TO THE MEMBER.
c. User acknowledges that its use is an invitation only. User disclaims any ownership, rights, license, interest, or claims to any assets, shares, income, profits, intellectual property, equity interests, management positions or other property of the Company or RAMPxchange.
d. User represents and warrants that (i) it has the requisite right, power and authority to enter into and perform this Agreement, (ii) this Agreement has been duly authorized, executed and delivered on behalf of the User and constitutes the legal, valid and binding obligation of User, and (iii) it will comply with all applicable laws, rules and regulations of any federal, state, local, or other governmental, administrative or regulatory entity having jurisdiction over such User or the performance of its obligations hereunder.
e. Participation at User’s Discretion. User has final responsibility for all decisions regarding its decision to use, display, or exchange contract documents or information, risk score information, proposals, or other responses to Solicitations provided or viewed within the Platform. RAMPxchange shall not be liable for information provided by third parties, including those contracted by RAMPxchange to provide functionality within the Platform.
f. The Company does not guarantee the security of Solicitation or invoice Data and the Company will not be responsible in the event of any infiltration of its security systems, provided that the Company has used commercially reasonable efforts to prevent any such infiltration.
b. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE USE, PERFORMANCE, RESULTS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF ANY OF THE SERVICES OR PRODUCTS MADE AVAILABLE TO THE MEMBER.
c. User acknowledges that its use is an invitation only. User disclaims any ownership, rights, license, interest, or claims to any assets, shares, income, profits, intellectual property, equity interests, management positions or other property of the Company or RAMPxchange.
d. User represents and warrants that (i) it has the requisite right, power and authority to enter into and perform this Agreement, (ii) this Agreement has been duly authorized, executed and delivered on behalf of the User and constitutes the legal, valid and binding obligation of User, and (iii) it will comply with all applicable laws, rules and regulations of any federal, state, local, or other governmental, administrative or regulatory entity having jurisdiction over such User or the performance of its obligations hereunder.
e. Participation at User’s Discretion. User has final responsibility for all decisions regarding its decision to use, display, or exchange contract documents or information, risk score information, proposals, or other responses to Solicitations provided or viewed within the Platform. RAMPxchange shall not be liable for information provided by third parties, including those contracted by RAMPxchange to provide functionality within the Platform.
f. The Company does not guarantee the security of Solicitation or invoice Data and the Company will not be responsible in the event of any infiltration of its security systems, provided that the Company has used commercially reasonable efforts to prevent any such infiltration.
10. User Obligations.
a. User will keep confidential and not disclose the terms of this Agreement or any other agreement between the User and the Company or RAMPxchange.
b. User shall not circumvent the Platform to avoid Transaction Fees for Engagements originated through the Platform and shall use commercially reasonable efforts to perform and transact each Engagement accepted through the Platform. User shall remain responsible for payment of applicable Transaction Fees for Engagements that are initiated or awarded through the Platform, regardless of whether performance occurs on or off the Platform.
c. User consents and agrees to be listed in the RAMPxchange membership database.
b. User shall not circumvent the Platform to avoid Transaction Fees for Engagements originated through the Platform and shall use commercially reasonable efforts to perform and transact each Engagement accepted through the Platform. User shall remain responsible for payment of applicable Transaction Fees for Engagements that are initiated or awarded through the Platform, regardless of whether performance occurs on or off the Platform.
c. User consents and agrees to be listed in the RAMPxchange membership database.
11. Indemnification.
a. By User. The User shall defend, indemnify and hold the Company and RAMPxchange, its officers, directors, employees, agents, successors and permitted assigns, harmless from and against all losses, costs, expenses, liabilities, fines, penalties, assessments and damages, including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, and all amounts paid in proceedings, claims, complaints, disputes, arbitrations, investigations, defense or settlement of any of the foregoing (collectively, “Losses”) arising from or related to any complaints, disputes, claims, proceedings, litigations, arbitrations or investigations (collectively “Actions”) asserted or brought by third parties in connection with (i) any representation made to a third party by User inconsistent with the terms of this Agreement or any information provided by RAMPxchange; (ii) any warranty, obligation, covenant, representation, indemnity or guarantee made by User inconsistent with the terms of this Agreement or any information provided by RAMPxchange; or (iii) the negligent acts or omissions or willful misconduct of User or its employees, agents, officers, directors or representatives; (iv) any breach of the provisions of this Agreement.
b. Process. The Party entitled to indemnification (the “Indemnified Party”) agrees to promptly (i) notify the other Party (the “Indemnifying Party”) in writing of any indemnifiable claim; and (ii) give the Indemnifying Party the opportunity to (A) defend or negotiate a settlement of any such claim at the Indemnifying Party’s expense, and (B) cooperate fully with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. If the Indemnifying Party fails to defend or negotiate a settlement of any such claim, then the Indemnified Party shall have the right to control the defense and settlement of any claim. In such case, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including but not limited to reasonable attorney’s and expert’s fees, upon receipt of a demand for reimbursement or advancement. The Party defending a claim under this Section 9 shall not compromise or settle such claim without the prior written consent of the other Party if such compromise or settlement will have an adverse effect on the rights of the Indemnified Party. The Indemnified Party shall not unreasonably withhold consent to such compromise or settlement.
c. Survival. This Section 10 shall survive the termination of this Agreement for a period of twenty-four (24) months.
b. Process. The Party entitled to indemnification (the “Indemnified Party”) agrees to promptly (i) notify the other Party (the “Indemnifying Party”) in writing of any indemnifiable claim; and (ii) give the Indemnifying Party the opportunity to (A) defend or negotiate a settlement of any such claim at the Indemnifying Party’s expense, and (B) cooperate fully with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. If the Indemnifying Party fails to defend or negotiate a settlement of any such claim, then the Indemnified Party shall have the right to control the defense and settlement of any claim. In such case, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including but not limited to reasonable attorney’s and expert’s fees, upon receipt of a demand for reimbursement or advancement. The Party defending a claim under this Section 9 shall not compromise or settle such claim without the prior written consent of the other Party if such compromise or settlement will have an adverse effect on the rights of the Indemnified Party. The Indemnified Party shall not unreasonably withhold consent to such compromise or settlement.
c. Survival. This Section 10 shall survive the termination of this Agreement for a period of twenty-four (24) months.
12. General Terms.
a. Terms of Use. By accessing or otherwise interacting with our platform, servers, services, websites, mobile applications, or any associated content/postings, etc. (together, “RAMPxchange”), you agree to these Terms of Use (TOU). You acknowledge and agree that RAMPxchange is a private site owned and operated by the Company. If you are accessing or using RAMPxchange on behalf of a business, you represent and warrant to the Company that you have authority to accept the TOU. If you do not agree to the TOU, you are not authorized to use RAMPxchange. We may modify the TOU at any time in our sole discretion. You are responsible for periodically checking for changes and are bound by them if you continue to use RAMPxchange. Our privacy policy, and all other policies, site rules, and agreements referenced below or on RAMPxchange, are fully incorporated into this TOU, and you agree to them as well.
b. License. If you agree to the TOU and (1) are of capacity to use RAMPxchange and be bound by the TOU, or (2) use RAMPxchange on behalf of a business, thereby binding that business to the TOU, we grant you a limited, revocable, non-exclusive, non- assignable license to use RAMPxchange in Compliance with the TOU; unlicensed use is unauthorized. You agree not to display, “frame, “make derivative works, distribute, license, or sell content from RAMPxchange, excluding solicitations you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content you post.
c. Use. Unless licensed by us in a separate written or electronic agreement, you agree not to use or provide software (except our Platformand general-purpose web browsers and email clients) or services that interact or interoperate with RAMPxchange, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use. You agree not to copy/collect RAMPxchange content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). Misleading, unsolicited, and/or unlawful postings/communications/accounts are prohibited, as is buying, or selling accounts. You agree not to post content that is prohibited by any of RAMPxchange’s policies or rules. You agree not to abuse RAMPxchange’s flagging or reporting processes. You agree not to collect RAMPxchange user information or interfere with RAMPxchange’s user information. You agree we may moderate RAMPxchange access/use in our sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating your access/license/account. You agree (1) not to bypass said moderation, (2) we are not liable for moderating or not moderating, and (3) nothing we say or do waives our right to moderate, or not. Unless licensed by us in a separate written or electronic agreement, you agree not to (i) rent, lease, sell, publish, distribute, license, sublicense, assign, transfer, or otherwise make available RAMPxchange or our application programming interface ("API"), (ii) copy, adapt, create derivative works of, decompile, reverse engineer, translate, localize, port or modify the Platform, the API, any website code, or any software used to provide RAMPxchange, (iii) combine or integrate RAMPxchange or the API with any software, technology, services, or materials not authorized by us, (iv) circumvent any functionality that controls access to or otherwise protects RAMPxchange or the API, or (v) remove or alter any copyright, trademark or other proprietary rights notices. You agree not to use RAMPxchange or the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
d. User Data. The Company agrees to use reasonable efforts to maintain, safeguard, and not use or disclose User Data except as needed to facilitate use of the RAMPxchange Platform and associated Services, track usage, address security, fraud prevention and data integrity requirements, respond to approved requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services under this Agreement. The term "Data" shall mean profile information, transaction and all other data User provides to RAMPxchange.
b. License. If you agree to the TOU and (1) are of capacity to use RAMPxchange and be bound by the TOU, or (2) use RAMPxchange on behalf of a business, thereby binding that business to the TOU, we grant you a limited, revocable, non-exclusive, non- assignable license to use RAMPxchange in Compliance with the TOU; unlicensed use is unauthorized. You agree not to display, “frame, “make derivative works, distribute, license, or sell content from RAMPxchange, excluding solicitations you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content you post.
c. Use. Unless licensed by us in a separate written or electronic agreement, you agree not to use or provide software (except our Platformand general-purpose web browsers and email clients) or services that interact or interoperate with RAMPxchange, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use. You agree not to copy/collect RAMPxchange content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). Misleading, unsolicited, and/or unlawful postings/communications/accounts are prohibited, as is buying, or selling accounts. You agree not to post content that is prohibited by any of RAMPxchange’s policies or rules. You agree not to abuse RAMPxchange’s flagging or reporting processes. You agree not to collect RAMPxchange user information or interfere with RAMPxchange’s user information. You agree we may moderate RAMPxchange access/use in our sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating your access/license/account. You agree (1) not to bypass said moderation, (2) we are not liable for moderating or not moderating, and (3) nothing we say or do waives our right to moderate, or not. Unless licensed by us in a separate written or electronic agreement, you agree not to (i) rent, lease, sell, publish, distribute, license, sublicense, assign, transfer, or otherwise make available RAMPxchange or our application programming interface ("API"), (ii) copy, adapt, create derivative works of, decompile, reverse engineer, translate, localize, port or modify the Platform, the API, any website code, or any software used to provide RAMPxchange, (iii) combine or integrate RAMPxchange or the API with any software, technology, services, or materials not authorized by us, (iv) circumvent any functionality that controls access to or otherwise protects RAMPxchange or the API, or (v) remove or alter any copyright, trademark or other proprietary rights notices. You agree not to use RAMPxchange or the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
d. User Data. The Company agrees to use reasonable efforts to maintain, safeguard, and not use or disclose User Data except as needed to facilitate use of the RAMPxchange Platform and associated Services, track usage, address security, fraud prevention and data integrity requirements, respond to approved requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services under this Agreement. The term "Data" shall mean profile information, transaction and all other data User provides to RAMPxchange.
13. Force Majeure. Neither Party will be liable for or will 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 causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable efforts. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
14. Miscellaneous.
a. Successors. This Agreement will bind and inure to the benefit of the successors, legal representatives, and assigns of RAMPxchange, but may not be assigned or transferred by the User in any manner or under any circumstances, to an acquiror or otherwise, without the express advance written consent of the Company.
b. Severability. Should any part of this Agreement be finally declared invalid for any reason by a court of competent jurisdiction, such invalidation will not affect the validity of the remaining portion hereof, which remaining portion will continue in full force and effect.
c. Survivals. Sections 3, 5, 6, 8, 9, 10, 12, and 14 shall survive termination or expiration of this Agreement.
d. Dispute Resolution. Except for matters subject to emergent or injunctive relief, in the event that any dispute relating to this Agreement arises between the Parties, either Party may by written notice call an in-person or telephone meeting regarding such dispute, to be attended by at least two (2) senior executives of each Party with authority to bind the Party to a resolution who shall attempt in good faith to resolve the dispute. If the dispute cannot be resolved through such negotiations within thirty (30) business days after the date of the initial notice, each Party shall retain all rights to bring an action regarding such matter in accordance with applicable laws.
e. Applicable Law. This Agreement will be governed by and interpreted and construed in accordance with the laws of the State of Indiana, without regard to choice of laws.
f. Notices. Whenever notice is required to be given under the terms of this Agreement, it will be given in writing, and will be deemed delivered when sent via telecopier to the telefacsimile number identified below the signature of each party, or seven (7) days after mailing via U.S. certified or registered mail, return receipt requested, postage prepaid, addressed to the party for whom intended, or when actually received by the party for whom intended, whichever is earlier.
g. Amendment. No agreement of any kind relating to the matters covered by this Agreement will be binding upon either party unless set forth in a written document executed by the parties.
h. Compliance with Laws. The User and the Company agree to comply with all laws governing the marketing and sale of financial planning and insurance services and products.
i. Relationship of Parties. It is the express intention of the parties that they are and will be independent contractors as to each other and no employment, partnership, joint venture, agency or other business relationship or entity will exist between the Company and the User.
j. Entire Agreement. This Agreement contains the entire agreement between the parties hereto as to the subject matter hereof.
k. Attorneys’ Fees. In the event of any action or proceeding to enforce this Agreement or to recover damages on account of the alleged breach thereof, the prevailing party shall be entitled to recover its attorneys’ fees and other costs and expenses in connection therewith from the other party.
b. Severability. Should any part of this Agreement be finally declared invalid for any reason by a court of competent jurisdiction, such invalidation will not affect the validity of the remaining portion hereof, which remaining portion will continue in full force and effect.
c. Survivals. Sections 3, 5, 6, 8, 9, 10, 12, and 14 shall survive termination or expiration of this Agreement.
d. Dispute Resolution. Except for matters subject to emergent or injunctive relief, in the event that any dispute relating to this Agreement arises between the Parties, either Party may by written notice call an in-person or telephone meeting regarding such dispute, to be attended by at least two (2) senior executives of each Party with authority to bind the Party to a resolution who shall attempt in good faith to resolve the dispute. If the dispute cannot be resolved through such negotiations within thirty (30) business days after the date of the initial notice, each Party shall retain all rights to bring an action regarding such matter in accordance with applicable laws.
e. Applicable Law. This Agreement will be governed by and interpreted and construed in accordance with the laws of the State of Indiana, without regard to choice of laws.
f. Notices. Whenever notice is required to be given under the terms of this Agreement, it will be given in writing, and will be deemed delivered when sent via telecopier to the telefacsimile number identified below the signature of each party, or seven (7) days after mailing via U.S. certified or registered mail, return receipt requested, postage prepaid, addressed to the party for whom intended, or when actually received by the party for whom intended, whichever is earlier.
g. Amendment. No agreement of any kind relating to the matters covered by this Agreement will be binding upon either party unless set forth in a written document executed by the parties.
h. Compliance with Laws. The User and the Company agree to comply with all laws governing the marketing and sale of financial planning and insurance services and products.
i. Relationship of Parties. It is the express intention of the parties that they are and will be independent contractors as to each other and no employment, partnership, joint venture, agency or other business relationship or entity will exist between the Company and the User.
j. Entire Agreement. This Agreement contains the entire agreement between the parties hereto as to the subject matter hereof.
k. Attorneys’ Fees. In the event of any action or proceeding to enforce this Agreement or to recover damages on account of the alleged breach thereof, the prevailing party shall be entitled to recover its attorneys’ fees and other costs and expenses in connection therewith from the other party.
