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UNTITLED, LLC

Platform Services Agreement

UNTITLED, LLC

Platform Services Agreement

Last updated 03/01/2024

1. Definitions: 

In this Agreement, the following terms shall have the following respective meanings:

  • “Platform” refers to the Untitled’s Data Management Platform “Distilled” of which is the proprietary Software-as-a-Service Untitled has created, and is the system Untitled delivers its various data products and services through or within, inclusive of LDS, to its Clients.
  • “Platform Service(s)” includes all systems, processes, automations, data flows, data stores, data sets, analytical models, applications, functional software components and modules, user interfaces, APIs, and any other products or services Untitled delivers through or within its Platform “Distilled”
  • “LDS” means the Lead Data Stream product and services offered through the “Platform”, more fully described in specification within Section 2b. (Distilled LDS Service) of this Agreement, and also utilizing the trademark “Untitled” or “Distilled” sometimes in conjunction with “Lead Data Stream” and/or “LDS”, of which, is a Platform Service inclusive of a javascript tag and/or iframe image installed on a website to collect and resolve web visitor data for marketing, advertising, data enrichment, activation, and analytics related use cases.
  • “Licensed Material(s)” include but are not limited to all data, products, services, derivative works, Data Derivatives, trade secrets, processes, know-how, and consulting provided to Client by Untitled through the LDS service.
  • “Data Derivatives” include but are not limited to information generated directly through processing and analysis of successful LDS tag fires, usage of Untitled’s Licensed Materials, data, or any other works created from or in reference to Untitled’s Licensed Materials.
  • “Contribution” shall include all non-PII or appropriately obfuscated data, Data Derivatives, usage data, log files, dispositions, confirmations, corrections, outcomes, signals, or other data or data-related elements directly resulting from utilization of the “LDS” Service.
  • “Client” means the Company or Legal Entity and its authorized “Users” who license the Platform, and access or utilize the Platform Services in accordance with the terms and conditions contained herein. 
  • “Client Data” refers to first-party source data incorporated, submitted and/or onboarded to the Platform by Client, of which is more fully described in specification within Section 7 (Client Data) of this Agreement.
  • “Subscription Term” refers to the products, services, Trial opportunity details, payment details, payment terms, payment schedule, and encompassing time duration, regarding Client’s authorized licensing, access, and utilization of Untitled’s Platform Services.
  • “Users” refers to individuals that Client authorizes, of which will be provided with their own distinct access credentials, to access Client’s distributed instance of the Untitled Platform within the Subscription Term. 
  • “Party” and/or “Parties” shall mean “Client” and together with Untitled (the Platform Service Provider), the “Parties” and each a “Party”.
  • “Confidential Information” means any and all information that is disclosed by one Party to the other Party and that relates to the Parties’ business relationship hereunder, including, but not limited to, information relating to the Platform Services, and any and all information exchanged between the Parties pursuant to Section 8 of the Platform Services Agreement.

2a. Distilled Platform Service.

Untitled shall provide to Client its Software-as-a-Service Platform (the “Platform Service”) that includes various products and services as set out in this Agreement and potentially one or more subsequent agreements, to be issued to Client and accepted by Untitled. Untitled will make the Platform Service available to Client for the “Subscription Term”, further defined above in Section 1 (Definitions), solely for use by Client and its authorized “Users” in accordance with the terms and conditions of this Platform Services Agreement. With respect to any Platform Services that are provided to Client and its authorized Users, Untitled hereby grants Customer a non-exclusive, non-transferable, non sublicensable license to use the Platform Service.

2b. Distilled LDS Service. 

This section outlines the delineations governing Untitled’s LDS Service offered through the Platform (“Distilled”). In accordance with licensing prerequisites for access to, and utilization of, the LDS Service and Licensed Materials therein, and the outputs of this Service, aspects of the LDS Service are expressly identified as a separate and distinct Platform Service scope within the overarching Platform Service Agreement with specific Client actions and requirements needed in order to utilize the Service.

Under this agreement Untitled will provide Client with a limited use to the Licensed Material to enable Untitled’s Lead Data Stream (LDS, or “LDS Service”) for the purpose of resolution and enrichment. This limited use is specific to the provisioning of a sub-license to data as part of a distributed version of Untitled’s Platform (“Distilled”). This provisioned data is used for the sole purpose of this service and may not be used to augment or improve any existing Client data outside of the Distilled Platform. The data processing Service is specific to the utilization of a javascript tag to enhance Client’s marketing, sales, enrichment, activation, and analytics, use cases and operational activities. 

Distilled LDS Service Requirements. 

As part of the performance of the LDS Service, Client must complete the following actions and satisfy the following requirements in order to receive the output of the LDS Service:

  • Ahead of installing the tag, Client must already have, or deploy, an appropriate privacy policy on the website where the tag will be installed. 
  • Ahead of installing the tag, Client must already have, or deploy, a consent management and privacy solution known as a “consent string” on the website where the tag will be installed. 
  • Client must deploy the LDS tag (javascript code) on mutually agreed upon website(s) and page(s).
  • Client will provide Contributions through placement and utilization of the LDS javascript tag. Client will own all right, title, and interest in and to Client Data, as well any Data Derivatives supplied to Client as part of LDS Service. Untitled will own and retain all right, title, and interest in and to Contributions and Data Derivatives provided as part of the LDS Service and improve Licensed Material with Contributions. Client grants Untitled, without limitations, the right to use Contributions to: enhance its products and services, to satisfy requirements for access to Licensed Materials, and to satisfy legal requirements to document Untitled’s own compliance. Furthermore, Client grants Untitled, without limitation, the right to use Contributions for any derivative products and services in which data records from Contributions have been integrated. To clarify beyond any reasonable doubt, Contributions are NOT inclusive of first-party source data incorporated and/or onboarded to the Platform by Client, of which is outlined through provisions contained within Section 7 (Client Data) of this agreement, but remain only inclusive of data and Data Derivatives required to enable, power and improve the Distilled LDS Service as well as its underlying Licensed Materials. 
  • Client agrees to assign a responsible party to manage the inbound leads and website visitor resolutions through appropriate campaign sequences.
  • By utilizing the LDS Service, Client hereby confirms and assures compliance with all relevant laws and regulations, encompassing but not limited to: the CAN-SPAM Act, CCPA, TCPA, COPPA, GDPR, as well as any other pertinent Federal and State data privacy statutes, laws, compliance standards, and/or necessary data processing frameworks. Additionally, the Client affirms that their use of the LDS Service outputs, including any utilization of Personally Identifiable Information (PII) derived from its outputs, will strictly adhere to all applicable legal requirements and regulations.

3. General Client Obligations. 

Client agrees to adhere to the following obligations while utilizing the Platform Service:

3.1. Whether or not Client is in a Trial Subscription Term or a Paid Subscription Term of the Platform Service, Client expressly agrees to utilizing the Platform Services in accordance with the terms and conditions of this Platform Services Agreement

3.2 Client shall comply with all applicable data processing and privacy laws, regulations, and industry standard frameworks related to the use of the Platform Services and that are outlined throughout this Agreement. Client shall use the Platform Services only for lawful and authorized purposes and in accordance with the terms specified throughout this Agreement.

3.3 Client is responsible for maintaining the confidentiality of any usernames, passwords, or other access credentials provisioned to Client or associated with the Platform Services and ensuring that only their authorized Users access the Platform. Client shall take reasonable measures to prevent unauthorized access to or use of the Platform Services, including implementing necessary security protocols or measures, especially when handling access credentials.

3.4 Client may provide feedback to Untitled regarding the Platform Services, but any suggestions, enhancements, or modifications become the exclusive property of Untitled, of which is covered more in depth in Section 6 (Intellectual Property), of this Agreement.

3.5 Client is responsible for the accuracy, completeness, and legality of any Client Data or information incorporated, onboarded, and/or submitted to the Platform by Client, of which provisions governing this data are covered more in depth in Section 7 (Client Data), of this Agreement.

3.6 Client shall not engage in any activities that may harm, disrupt, or interfere with the functioning of the Platform Services or violate the rights of other users or third parties. Client is strictly prohibited from compromising the security of the Platform, including attempting to gain unauthorized access to data, products and services, accounts, probing system vulnerabilities, or utilizing the Platform without proper authorization. Additionally, the Client must not employ scrapers, crawlers, robots, or any automated means to access or replicate data, and/or bypass protective measures. Violations of security may result in civil or criminal liability. Untitled reserves the right to investigate such occurrences and may involve, as well as cooperate with, law enforcement in the event of such Violations. The Client agrees not to disrupt the Platform’s proper functioning using any device, software, or routine.

3.7 Client agrees to promptly notify Untitled of any issues, errors, or anomalies encountered while using the Platform Services, providing sufficient details for troubleshooting purposes, through either submission of a support ticket, and/or by contacting Clients dedicated Customer Success Manager or Sales Representative.

3.8 Client will respond promptly to any reasonable requests from Untitled for instructions, information, or approvals required by Untitled to provide the Platform Service.

3.9 Client will cooperate with Untitled in its performance of the Platform Service and provide reasonable access to Client systems, data sources, employees, contractors, and equipment as required to enable Untitled to provide the Platform Service. Client will take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays or issues in Untitled’s provisioning of the Platform Service.

3.10 Client agrees that they will not, directly or indirectly:

(a) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform Services;

(b) Modify, translate, or create derivative works based on the provided Platform Services;

(c) Use Platform Services for time sharing or service bureau purposes or otherwise for the benefit of a third-party;

(d) Remove any proprietary notices, terms, labels and trademarks, or scrape data from the Platform Service or Untitled’s site.

Failure to comply with these obligations may result in the suspension or termination of access to the Platform Services.

 

4. Fees and Expenses.

4.1 In consideration of the provision of the Platform Service by Untitled and the rights granted to Client under this Agreement, Client shall remit payment of fees in accordance with the Service Agreement or as referenced in any related Proposals, Purchase Orders, Agreement Exhibits or Addendums, and/or Statements of Work of which outline Client’s Subscription Term. Payment terms shall be in accordance with the fee schedules as provided in the Service Agreement or as referenced in any related Proposals, Purchase Orders, Agreement Exhibits or Addendums, and/or Statements of Work of which outline Client’s Subscription Term.

4.2 Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder.

4.3 Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Untitled for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Untitled does not waive by the exercise of any rights hereunder), Untitled shall be entitled to suspend the provision of any Platform Service if the Client fails to pay any undisputed amounts when due hereunder and such failure continues for ten (10) business days following electronic or written notice thereof.

 

5. Limited Warranty

5.1 Untitled warrants that it shall provide the Platform Service:

  1. In accordance with the terms and subject to the conditions set out in this Platform Service Agreement. 
  2. Using personnel of industry-standard skill, experience, and qualifications.
  3. Using software and cloud technologies of industry-standard grade and reliability.
  4. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar software services.
  5. In accordance with all applicable state and federal data security, privacy and compliance regulations.

5.2 In the event of a breach by Untitled:

  1.  Untitled shall use commercially reasonable efforts to promptly cure any such breach; provided, that if Untitled cannot cure such breach pursuant to Section 9 (Term, Termination, and Survival), Paragraph 9.2”, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 9.2. and receive a pro-rata refund of fees paid.
  2. The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days of the scheduled due date of Client’s next Subscription Term payment remittance. 

5.3 UNTITLED MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

 

6. Intellectual Property.

6.1 Client acknowledges and agrees that at all times Untitled shall be the sole owner of any and all intellectual property rights related to the Platform and encompassing Platform Services, LDS, Licensed Materials, or any other products and services offered through the Platform Service, as well as any/all trademarks, branding and logos, and any other proprietary assets pertaining thereto. 

6.2 Nothing represented in this Agreement shall be interpreted as an assignment of Intellectual Property by Untitled to Client, except in rare circumstances where a service is rendered exclusively to Client, preemptively defined as proprietary in nature by Client ahead of rendering the distinct service, constructed by Untitled on behalf of Client through a separate Service Agreement or Scope of Work, and mutually agreed to by both Parties in writing by authorized representatives of each Party.

6.3 Untitled shall own all proprietary: trademarks, service marks, ideas, tools, processes, designs, application/source code, documentation repositories, templated and unique system/data architecture patterns and forms, analytical models, Untitled’s owned or licensed data and metadata, slogans, plans, logs, promotional materials or any other property furnished by Untitled to Client during the term of this Agreement. These proprietary assets shall be and remain the exclusive property of Untitled.

6.4 Client shall own Client Data and metadata, slogans, plans, logs, promotional materials, proprietary trademarks, service marks, or any other property furnished by Client to Untitled during the term of this Agreement. These proprietary assets shall be and remain the exclusive property of the Client. 

6.5 Untitled represents and warrants that it owns or controls all the intellectual property rights necessary to sell its Platform Services in accordance with the terms and conditions of this Agreement and that, to the best of its knowledge, Untitled’s fulfillment of the terms of this Agreement will not infringe the intellectual property rights of any third party.

 

7. Client Data.

7.1 This section delineates the parameters governing all first-party data incorporated and/or onboarded into the Distilled Platform by the Client. It is essential to note that these terms specifically pertain to Client’s first-party data and do not extend to include any data, Data Derivatives, and/or Contribution data associated with the specifications outlined in Section 2b. (Distilled LDS Service Requirements) section. It is explicitly clarified that, without ambiguity, LDS data, Data Derivatives, and Contributions are subject to distinct provisions not covered within the confines of this section. 

7.2 Client owns any data, meta-data information, or material originated or provided by Client that Client submits, collects, or provides under this Agreement, including but not limited to personal information and information about Client’s customers and metadata surrounding the Client customers, users, or opted in records, segments and detailed primary and tertiary transactional information (“Client Data“). Client shall also own all data and information generated through the provision of the Platform Service by Untitled under this Agreement (“Platform Service Data”). Untitled shall own all right, title, and interest in and to all anonymized transactional data, log data, meta-data, system data, and performance data generated by the Platform, and through Untitled’s monitoring of the performance of the Platform and encompassing Platform Services. This does not limit Untitled from using and/or applying proprietary internal identification and classification information tagging and/or associative mapping systems for the records received through the Platform or Service, inclusive of, and for the purpose of, building relational data schemes, record level attribute arrays, segmented or partitioned categorical data and information hierarchies, and aggregated data repositories for advanced analytics and/or statistical computation and learning model(s) inputs, training data, any and all metadata inputs and outputs of aforementioned models and repositories, or other use-cases in a compliant and/or anonymous, de-identified, obfuscated form and protected facet and/or safe harbor methods for commercial, and research and development purposes.

7.3 Untitled has no ownership rights in or to Client Data; however Client grants to Untitled an unlimited, irrevocable, license to use, display, reproduce, monetize through abstraction of de-identified data and record metadata, and create derivative works from the Client Data and metadata in anonymized or aggregated form and the Platform Service Data for any purpose, including its own commercial purpose. Client is solely liable for Client Data and ensuring it does not constitute infringement of a third-party right and ensuring it is not in conflict with applicable rules, regulations, laws, or legislation. Client is also solely liable for ensuring the authenticity, accuracy and manner of capture and publication of Client Data.

 

8. Confidentiality.  

8.1 From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: 

  1. is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 8
  2. is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; 
  3. was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or 
  4. was or is independently developed by the Receiving Party without using any Confidential Information. 

The Receiving Party shall: 

  1. protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; 
  2. not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and 
  3. not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

8.2 If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements, but only if such notice is legally permitted, so as to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 8 only, “Receiving Party’s Group” shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, agents, attorneys and accountants.

 

9. Term, Termination, and Survival.

9.1 See Section “Platform Services Agreement Term, Termination, and Survival” in Client Proposal, Exhibit and/or Purchase Order Agreement, should one exist.

9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:

  1.  Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach; or
  2. (b) (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has 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.

9.3 Notwithstanding anything to the contrary in Section 9.2, Untitled may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: 

  1. and such failure continues for ten (10) business days after Client receipt of written notice of nonpayment; or 
  2. more than two times in any twelve (12) month period.

9.4 The rights and obligations of the Parties set forth in this Section 9.4 and in Sections 6 (Intellectual Property), 7 (Client Data), 8 (Confidentiality), 10 (Limitation of Liability) and 11 (Indemnification), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

 

10. Limitation of Liability.

10.1   IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT UNTITLED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2   EXCEPT FOR DAMAGES ARISING OUT OF A BREACH OF CONFIDENTIALITY OR DATA SECURITY, IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO UNTITLED PURSUANT TO THE APPLICABLE PLATFORM SERVICE AGREEMENT OR AGREEMENT EXHIBIT/ADDENDUM.

 

11. Joint Indemnification. 

11.1 Untitled agrees to indemnify, defend and hold harmless the Client and its affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, attorneys and accountants and assigns from and against any and all losses, liabilities, damages, and penalties and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against Client arising from Untitled’s breach of any covenant, agreement, representation or warranty made in this Agreement.

11.2 Client agrees to indemnify, defend and hold harmless Untitled and its affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, attorneys and accountants and assigns from and against any and all losses, liabilities, damages, and penalties and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against Untitled: (a) arising from Client breach of any covenant, agreement, representation or warranty made in this Agreement; or (b) alleging that Platform Services infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties.

11.3 Each Party agrees to promptly notify the indemnifying Party in writing of any indemnifiable claim. The indemnified Party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, defense and settlement of such claim and any appeal arising therefrom. The indemnified party may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying Party shall be entered into without the consent of the indemnified Party, unless the settlement includes an unconditional general release of the indemnified Party which consent will not be unreasonably withheld.

 

12. Entire Agreement. 

12.1 This Agreement (“Platform Services Agreement”), including and together with any related Purchase Orders, Agreement Exhibits or Addendums, and Statements of Work, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. 

12.2 The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Platform Services Agreement and the terms and conditions of any other Service Agreement Client may have with Untitled, the terms and conditions of this Agreement shall supersede and control, unless otherwise specified and agreed to in writing by authorized representatives of both Parties and those previously stated terms and conditions don’t conflict with the fundamental intents, service obligations, necessary provisions, licensing requirements, compliance requirements or legal mandates needed for Untitled to provide the Platform Service to Client, of which are encompassed within this Agreement.

 

13. Notices. 

13.1 All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) may be sent both electronically or in writing, and if in writing addressed to the other Party at its address set forth below its signature on this Agreement, an Exhibit to this Agreement, Purchase Orders or Statements of Work attached to this agreement, or provided to Untitled through the Platform Service (or to such other address that the receiving Party may designate from time to time in accordance with this Section 13).

13.2 Client hereby acknowledges their consent to receive communications and Notices electronically provided by Untitled, whether through email, postings on the Untitled website, or other means, in relation to the Platform Service. The Client bears the responsibility of maintaining an accurate primary email address for electronic communication and is obligated to periodically check the Untitled website and/or Platform Service for updates and notifications. The Client agrees that agreements between them and Untitled may be electronically entered into and signed in accordance with applicable laws.

 

14. Severability. 

If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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.

 

15. Amendments. 

Untitled reserves the exclusive right to amend, modify, or update this Agreement at its sole discretion. Any such amendments or updates will be identified, appropriately documented and become effective upon Untitled providing notice to the Client via electronic communications and/or through checkbox acceptance with a link to this webpage during new or returning sign-in to the Platform. Client is accountable for routinely reviewing the Platform Service Agreement to stay informed about any possible changes or revisions. Any modifications will be clearly indicated by a date/timestamp prominently displayed at the top of the Agreement webpage, indicating the most recent update. Continued use of the Platform Service after the effective date of any amendments or updates shall constitute the Client’s acceptance of the revised terms.

 

16. Waiver. 

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

 

17. Assignment. 

Both Parties shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent from the other Party, except for an assignment to a purchaser of all or substantially all of a Party’s assets.

 

18. Successors and Assigns. 

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

 

19. Relationship of the Parties. 

The relationship between the Parties is that of independent contractors. and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them. Except as expressly provided in this Agreement, neither Party shall have the power or authority to act in the name of or on behalf of, or incur any obligation binding upon, the other Party. 

 

20. No Third-Party Beneficiaries.

Except as provided in Section 11 (Joint Indemnification), this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assignees and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

21. Governing Law. 

This Agreement, including and together with any related Purchase Orders, Agreement Exhibits or Addendums, and Statements of Work, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware and the Parties agree to the exclusive jurisdiction of the state and federal courts located in Louisville, Kentucky, each party waiving any right to assert forum non-conveniens.

 

22. Counterparts. 

This Agreement may be executed and/or opted into in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

 

23. Publicity. 

Neither Party may publicly refer to or use the name or logo of the other Party without the prior written approval of such other Party.