Terms of Service

Overview

By selecting “I agree” where such option is made available, or by installing, executing, downloading, accessing or otherwise using any portion of the iConnections Technology (as defined below), you confirm that you (“you” or “your” or “Customer”) have read this Agreement, that you understand its terms, and that you and (if applicable) the entity that you represent are unconditionally consenting to be bound by and are becoming a party to this Agreement. If you are entering into this Agreement on behalf of an entity, such as the company, organization, or educational institution for which you work, you represent and warrant that you are authorized to accept the terms of this Agreement on behalf of the entity as its authorized legal representative. If you do not unconditionally agree to all of the terms of this Agreement, do not select “I agree” where such option is made available and do not install, execute, download, access, or otherwise use any portion of the iConnections Technology. This Agreement is between Customer and iConnections (each a “Party” and collectively the “Parties”) and is effective as of the date on which you select “I agree” (or equivalent) where such option is made available by iConnections (the “Effective Date”).

Section 1

Certain Definitions

If you or the entity you represent are party to a Master Terms of Service and/or Order Form with iConnections (collectively, the “Enterprise Agreements”), the Enterprise Agreements shall take precedence over these Terms of Service to the extent of any conflict. For all other users, these Terms of Service constitute the entire agreement between you and iConnections with respect to your use of the iConnections Technology.

1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.

1.2 “Agreement” means, collectively, these iConnections Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the iConnections Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein or which we may publish from time to time on the Website or Customer’s Accounts. For users who are also party to a Master Terms of Service and/or Order Form with iConnections, the term “Agreement” as used in those documents has the meaning set forth therein and shall control to the extent of any conflict with this definition.

1.3 “Customer” means the customer who is Party to this Agreement, on behalf of which you are accepting the terms of this Agreement as its legal representative.

1.4 “Customer Data” means any data (including aggregated or transformed versions thereof and analytical outputs), models, algorithms, analyses, transformation code or other content that is provided by, whether directly or indirectly from a third party, or created by Customer, or Users using the Service or Website, for integration, use, or other processing in or through the Service. Customer Data excludes Usage Data.

1.5 “Documentation” means any technical documentation for the Service made available in connection with the Service, updated from time to time at iConnections’ sole discretion.

1.6 “Intellectual Property Rights” means all rights, title, and interest in and to any trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, rights of publicity, and any similar rights, including any applications, continuations, or registrations with respect to the foregoing, under the laws or regulations of any governmental, regulatory, or judicial authority.

1.7 “iConnections” means iConnections LLC.

1.8 “iConnections Technology” means the Service, Documentation, Website, models, and application programming interfaces (APIs), provided or made available to Customer as a service in connection with this Agreement, and any improvements, modifications, derivative works, patches, upgrades, and updates thereto.

1.9 “iConnections Privacy Policy” means any privacy-specific policies available on the Website.

1.10 “Service” means software-as-a-service access to iConnections Technology or platforms.

1.11 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges (including but not limited to environmental or similar fees), duties, costs of compliance with export and import controls and regulations, and other governmental assessments, including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.

1.12 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which iConnections may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.

1.13 “Third Party Services” means third party services that iConnections may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).

1.14 “Website” means www.iconnections.io or any other iConnections-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by iConnections at or through the Website.

Section 2

Provision of Service

2.1 Service access. iConnections shall make available the Service to Customer during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes.

2.2 Usage Data. iConnections may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to secure the Service for the benefit of Customer; (b) to provide, analyze, maintain, support, and improve the Service; and (c) for any other purpose for which Customer provides authorization via the Service, where such option is made available (collectively “Usage Data”).

2.3 iConnections Compliance Requirements. If iConnections determines at its sole discretion that Customer has not satisfied the iConnections Compliance Requirements, iConnections’ obligations under Section 2.1 shall immediately terminate upon iConnections determining that Customer has not satisfied the iConnections Compliance Requirements. iConnections may evaluate (and re-evaluate) Customer’s satisfaction of the iConnections Compliance Requirements at any time, including after Customer has accessed the Service. Additionally, Customer’s continued access to the Service and/or any iConnections Technology is conditioned upon iConnections’ determining, in its sole discretion, that Customer satisfies the iConnections Compliance Requirements. The “iConnections Compliance Requirements” is comprised of (but not limited to) iConnections determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate iConnections’ obligations under trade control regulations of the United States, including the U.S. Export Administration Regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach iConnections’ contractual obligations with third parties, (iii) render iConnections in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate iConnections’ obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate iConnections’ policies or values. iConnections reserves the right to amend the definition of iConnections Compliance Requirements at any time, as needed, and at its sole discretion. Notwithstanding the foregoing, for Customers subject to a Master Terms of Service, iConnections’ exercise of termination or suspension rights under this Section shall be subject to the termination and cure provisions set forth in the Master Terms of Service.

Section 3

Customer Use of Service

3.1 Accounts. Customer shall be responsible for (i) administering accounts to access the Services (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) for the purposes authorized hereunder (collectively, “Users”); (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law); and (iv) the actions and omissions of its Users in connection with the iConnections Technology and/or Accounts. Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify iConnections of such compromise or unauthorized use), or upon iConnections’ reasonable request.

3.2 Data integrity. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.

Section 4

Acceptable Use and Proprietary Rights

4.1 Applicable laws. Customer’s access and use of the Service and Website will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which Customer is located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored. iConnections may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement.

4.2 Competitive use. Customer will not use or access the iConnections Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by iConnections now or in the future.

4.3 Export controls. The iConnections Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in this Agreement. Customer may not use the iConnections Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation: (a) Customer may not use or access the Service if Customer is or is working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and (b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State, including without limitation ingesting ITAR-controlled data.

4.4 Customer ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to iConnections a non-exclusive, worldwide, royalty-free right and license during the Term to use and process Customer Data solely to provide the Service, and as may be required by applicable law. Customer further grants to iConnections a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the iConnections Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the iConnections Technology.

4.5 iConnections rights. As between the Parties, iConnections has all proper rights, title, and interest, including all Intellectual Property Rights, in and to the iConnections Technology, and any other related documentation or materials provided by iConnections and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, iConnections does not grant any other licenses or access, whether express or implied, or any ownership rights to any iConnections Technology, software, services, or Intellectual Property Rights.

4.6 Restrictions. The following restrictions apply to all users, including those subject to a Master Terms of Service. To the extent the Master Terms of Service contains additional restrictions, those shall apply in addition to the restrictions below. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any iConnections Technology; (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) copy any iConnections Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) include any portion of any iConnections Technology in any other service, equipment, or item; (k) allow the transfer, transmission, export, or re-export of any iConnections Technology (or any portion thereof) or any iConnections technical data; (l) perform penetration tests on the Service unless authorized by iConnections; (m) use, evaluate, or view the iConnections Technology for the purpose of designing, modifying, or otherwise creating any environment, software, models, algorithms, products, program, or infrastructure or any portion thereof, which performs functions similar to the functions of the iConnections Technology; (n) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices or identifications that appear on or in any iConnections Technology and any associated media; (o) use the Website or iConnections Technology to engage in or advance any fraud or misrepresentation; (p) use, reproduce, or incorporate any iConnections Technology in order to create or calculate indices, benchmarks, baskets, custom data feeds, or any similar compilations or derived datasets; (q) use any portion of the iConnections Technology (alone or in combination with other data) as the basis for, or as a component of, any financial product; (r) use the iConnections Technology for the purpose of validating, verifying, or correcting any data or information belonging to Customer or any third party; (s) license, sell, resell, distribute, or otherwise make available the iConnections Technology, in whole or in part, to any third party except as expressly permitted in this Agreement; (t) use the iConnections Technology to improve, validate, or otherwise enhance the quality, accuracy, or completeness of any data, information, or content that is sold, licensed, contributed, or otherwise provided by Customer to any third party; or (u) use the iConnections Technology in connection with any investment accounting activities, including but not limited to back office accounting, audit functions, mark-to-market, valuations, brokerage activities, trading and settlement management and reporting, margin calculations, order execution, inventory control, or the calculation or validation of net asset values (NAVs).

4.7 Audit rights regarding the iConnections Technology. During the Term and for a period of two (2) years thereafter, iConnections (or its designated third-party auditor, who shall be subject to confidentiality obligations no less protective than those set forth herein) may, upon at least ten (10) days’ prior written notice and no more than once in any twelve (12)-month period (unless iConnections has a reasonable basis to suspect non-compliance), audit Customer’s (and its Users’) records, systems, facilities, and practices solely to verify compliance with the restrictions set forth in Section 4.6. Such audit may be conducted remotely or, at iConnections’ option, on-site at Customer’s principal place of business during normal business hours and in a manner designed to minimize disruption. Customer shall provide all reasonable assistance, information, and access required to complete the audit.

Section 5

Term and Termination; Suspension

5.1 Term. For users subject to an Order Form, the term of access to the Service shall be as specified in the applicable Order Form and Master Terms of Service. For all other users, these Terms of Service are effective from the date you first accept them and continue until terminated by either party. Either party may terminate at any time: (a) iConnections, by providing notice and/or disabling your access; or (b) you, by ceasing all use of the Service and closing your Account.

5.2 Termination for cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law.

5.3 Effect of termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to iConnections Technology shall immediately cease and Customer shall promptly return or destroy all Documentation, and, upon written request, certify its compliance with the foregoing to iConnections in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. iConnections shall thereafter delete all Customer Data. Notwithstanding the foregoing, iConnections shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.4), 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination or expiration of this Agreement.

5.4 Suspension of services. If iConnections reasonably determines that: (a) you do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service, iConnections Technology, or Website violates applicable law or otherwise violates a material term of this Agreement; (c) Customer does not satisfy the iConnections Compliance Requirements; or (d) Customer has breached any of the warranties set forth herein, iConnections reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the iConnections Technology.

Section 6

Indemnification

6.1 iConnections indemnification. iConnections shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of iConnections Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by iConnections. If Customer’s use of any of the iConnections Technology is, or in iConnections’ opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by iConnections in writing, iConnections may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the iConnections Technology; or (c) if iConnections reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated iConnections Technology that reflects the remaining portion of the Term active at the time of termination. The foregoing indemnification obligations of iConnections shall not apply: (i) if iConnections Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if iConnections Technology is combined with non-iConnections products not authorized by iConnections, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of iConnections Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension; (iv) to any Customer Data; or (v) to any non-iConnections products or services.

6.2 Customer indemnification. Customer shall defend iConnections against any third party claim asserted against iConnections arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, and (c) Customer’s breach of Section 4 (Acceptable Use), and indemnify and hold harmless iConnections from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.

6.3 Indemnification procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.

6.4 Indemnification cap. For users subject to a Master Terms of Service, the indemnification obligations under this Section shall be subject to the limitations and caps set forth in the Master Terms of Service. For all other users, each party’s total indemnification liability under this Section shall not exceed the total fees paid by Customer to iConnections in the twelve (12) months preceding the claim, or one hundred dollars ($100) if no fees have been paid.

Section 7

iConnections Warranty and Disclaimer

7.1 iConnections warranty. iConnections warrants that during the Term the Service will be provided substantially in accordance with the applicable Documentation. In the event of a breach of the above warranty, Customer may give iConnections written notice of termination of this Agreement, which termination will be effective thirty (30) days after iConnections’ receipt of the notice, unless iConnections is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service or any Customer selected hardware used in connection with the Service. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from iConnections, as its sole and exclusive remedy, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term active at the time of termination.

7.2 Disclaimer. No amounts paid hereunder are refundable or offsettable except as otherwise explicitly set forth herein. Except as expressly set forth herein, and only to the maximum extent permitted under applicable law, the iConnections Technology is provided “as-is” without any other warranties of any kind and iConnections and its suppliers and service providers hereby disclaim all warranties of any kind, whether express or implied, oral or written, relating to the technology provided hereunder or otherwise, including but not limited to any warranties of non-infringement, merchantability, title, or fitness for a particular purpose. Without limiting the foregoing limitation, iConnections does not warrant that the iConnections Technology will meet Customer requirements or guarantee any results, outcomes, or conclusions or that operation of the Service will be uninterrupted or error free. iConnections is not responsible or liable for any third party services (including without limitation uptime guarantees, outages, or failures), Customer Data, or any third party content. iConnections does not control the transfer of information or Customer Data over communications facilities, the internet, or third party services, and the Service may be subject to delays and other problems inherent in the use of such communications facilities. iConnections is not responsible for any delays, failures, or other damage resulting from such problems.

In no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost data, or loss of business opportunity, arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages.

Except for a party’s indemnification obligations, gross negligence, willful misconduct, or fraud: (a) for Customers subject to a Master Terms of Service, the liability cap set forth in the Master Terms of Service shall apply; and (b) for all other Customers, neither party’s total aggregate liability under this Agreement shall exceed the greater of (i) the total fees paid by Customer in the twelve (12) months preceding the claim, or (ii) one hundred dollars ($100).

Section 8

Customer Warranty

Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed iConnections of any obligations applicable to iConnections’ processing of Customer Data, in order to enable iConnections to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by iConnections in violation of any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service and the conclusions drawn therefrom are done at Customer’s own risk and Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom.

Section 9

Agreement Updates

Notwithstanding the foregoing, for Customers subject to a Master Terms of Service, iConnections’ right to amend these Terms of Service unilaterally applies only to terms not otherwise governed by the Master Terms of Service. Amendments to terms that are also addressed in the Master Terms of Service shall require mutual written consent as set forth therein. iConnections reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. iConnections will notify Customer of ex-post changes to this Agreement by posting a notice on the Website and/or sending an email to the primary email address on Customer’s Account. Any amendments to this Agreement will become effective thirty (30) days after iConnections provides such notice. Customer’s continued use of the iConnections Technology within thirty (30) days after iConnections provides the foregoing notice constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the iConnections Technology constitutes agreement to our revisions of this Agreement. iConnections reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the iConnections Technology (or any part thereof).

Section 10

Events

10.1 Event participation. The Service may from time to time host, or be used to facilitate, events by iConnections and/or by third parties (“Events”). Participation in Events is governed by the iConnections Live Experience Terms, which are incorporated herein by reference.

10.2 Event access for non-subscribers. If you are not an existing User but wish to attend an Event, you may receive access to an Event-specific version of the Service for the duration of the Event by registering as an attendee. In such case, you may not be required to pay standard Service fees, but the remainder of this Agreement and the iConnections Live Experience Terms will apply to your use of the Service. Your access to the Service may not extend beyond the Event if you do not register a full account.

10.3 Event technology. Events may use technology in your badge to record session attendance. Badges can only be read during the applicable Event and within the event space.

Section 11

Community Standards; Restrictions

All users shall conduct themselves in a professional, respectful, and lawful manner when using the Service and when attending Events, whether in person or virtually. Users agree to comply with the iConnections Code of Conduct, which is incorporated herein by reference. iConnections is not responsible for the conduct of any other user. Violations of the Code of Conduct may result in suspension or termination of access to the Service and/or removal from Events, without refund.

Section 12

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Dispute resolution. For Customers subject to a Master Terms of Service, disputes shall be resolved in accordance with the dispute resolution provisions set forth therein. For all other users, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Jury waiver. The parties hereby waive any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

Class action waiver. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

iConnections shall provide the Service consistent with laws and regulations applicable to iConnections’ provision of such Service generally, including but not limited to regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service, and subject to Customer’s compliance with this Agreement. Except with iConnections’ prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Notwithstanding the foregoing, for Customers subject to a Master Terms of Service, the assignment provisions set forth in the Master Terms of Service shall control to the extent they conflict with this Section. iConnections may subcontract this Agreement or portions thereof. Any notifications to iConnections shall be sent to info@iconnections.io or 930 Merion Square Road, Gladwyne, PA 19035 (ATTN: Legal). If any provision of this Agreement shall be adjudged by any court or tribunal of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service is subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service is controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify iConnections if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes iConnections to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. iConnections has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

Section 13

Contact

For more information or for help in answering any questions, please contact us at info@iconnections.io.