Welcome to the website of Valio LLC (“Valio”) (the “Site”).
These General Website Terms (the “Terms”) govern your use of the Site and any Subscription you obtain and/or use from Valio pursuant to the Platform Subscription Agreement (“Subscription”). Please note that your use of the Site constitutes your agreement to these Terms. If you do not agree to these Terms, please do not use the Site or Subscription.
Valio may revise these Terms from time to time, including as new features are added to the Site and Subscription. You should visit this page periodically to review the Terms that govern your use of the Site and Subscription, and any time that a notice is posted by Valio that there has been a change to the Terms.
Should you have any questions concerning these Terms, please contact us at email@example.com.
- PERMITTED USE AND PROHIBITED USE IN GENERAL
Valio grants you permission to use the Site and Subscription so long as we provide you with access, and solely for your internal business use consistent with the purposes for which Site and Subscription are provided. You shall not use information obtained from the Site or Subscription Platform except in connection with your own internal use and in accordance with these Terms and the Subscription Agreement, if applicable.
If you have purchased or otherwise obtained lawful authorization from us to use the Subscription, your access to the Subscription is subject to the additional provisions in these Terms. For the avoidance of doubt, we are not giving you any rights or license other than as expressly set forth in the Terms or, if applicable, Subscription Agreement.
Except as otherwise provided by the Subscription Agreement, we reserve the right, in our sole and absolute discretion, to block and/or refuse to allow use of the Site and Subscription by one or more users, including you, at any time and for any reason.
Without limiting the foregoing, we specifically prohibit the use of the Site or Subscription for any purpose deemed improper by us. Improper uses include but shall not be limited to:
(i) copying, distributing or modifying any part of the Site or Subscription without our prior written authorization;
(ii) use of the Site or Subscription to transmit or attempt to transmit advertisements, email or other communications to any third party without our prior written authorization;
(iii) use of the Site or Subscription to transmit or attempt to transmit spam, chain letters, harassing, libelous or defamatory statements, unlawful content or material;
(iv) use of the Site to upload, distribute through or otherwise publish through the Site or Subscription, any content which is obscene, threatening, harmful to other users, abusive, or contain expressions of hatred, bigotry, racism or pornography, or is otherwise viewed by Valio as objectionable;
(v) use or attempted use of the Site or Subscription to transmit software viruses, spyware, or any other computer code, files or programs which is harmful or otherwise unwanted by us or other users, or disrupts servers or networks connected to the Site or Subscription Platform;
(vi) enter data into the Site or Subscription that you are not authorized to provide to the Site or Subscription Platform;
(vii) use in a manner that negatively affects other users’ ability to interact with the Site or Subscription Platform.
(viii) use that is not in compliance with these Terms or the Subscription Agreement, if applicable;
(ix) use that infringes or violates the intellectual property rights (including copyright, patent and trademark rights), contract rights, trade secrets, privacy or publicity rights or any other rights of any third party; or
(x) violates any applicable laws, rules, or regulations.
You will, at all times, provide true, accurate, current, authorized, and complete information if you choose to submit information or materials on the Site. Except as otherwise provided in the Subscription Agreement, you acknowledge that Valio may, but is not obligated to screen edit, modify, remove or disable access to any content submitted to the Site, and further that Valio reserves the right to report any activity or persons (including the disclosure of appropriate user information) to appropriate law enforcement officials, regulators, or other appropriate third parties if Valio suspects the content violates any law or regulation, or would violate the law or regulations if it is not disclosed. Valio may cooperate with law enforcement to assist in any investigation or prosecution of any illegal conduct.
- PERSONAL LOGIN INFORMATION
Certain features and areas of the Site may be available only with registration, login and/or a Subscription. If you choose to access those areas, you will be assigned or select a unique login and password ("Personal Login Information").You are responsible for and must keep your Personal Login Information confidential. Your Personal Login Information is personal to you and you may not allow any other person or entity to use it under any circumstances. Because Valio cannot control your handling of your Personal Login Information, Valio is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You must contact Valio immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information or you have, or should have, reason to believe the security of the Site may be or have been compromised.
- ERRORS AND OMISSIONS
Occasionally there may be information on our Site or Subscription areas that contains errors, inaccuracies or omissions. We care about the information within the Site and want You to have the best experience possible. We also welcome your feedback and notice regarding any perceived errors, inaccuracies or omissions. However, it is entirely within our discretion whether to, and we are not obligated to, correct any errors, inaccuracies or omissions, or to change or update information in the Site and Subscription. By using the Site or Subscription, you acknowledge the foregoing and agree that Valio is not liable for the consequences of your use of such information or any harm caused by same. You understand and agree that you are solely responsible for verifying the accuracy of all information you obtain from the Site or Subscription areas.
- INTELLECTUAL PROPERTY
You agree not to use any trademarks, service marks, names, logos, or other identifiers of Valio without the prior written permission of Valio or the relevant user.
- MODIFICATIONS TO SITE AND SUBSCRIPTION
Except as otherwise provided in the Subscription Agreement, we reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site and Subscription (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site and Subscription.
- SUBSCRIPTION AGREEMENT AND OTHER ADDITIONAL TERMS
- DIGITAL MILLENNIUM COPYRIGHT ACT
We are under no obligation to, and do not, scan content used in connection with the Site or Subscription Platform for the inclusion of illegal or impermissible content. However, we respect the copyright and intellectual property interests of others.
If you believe that your work has been copied in a way that constitutes copyright infringement, you should provide us with written notice that contains the following information required by the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
(d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an e-mail address at which the complaining party may be contacted;
(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to: firstname.lastname@example.org
This email address for the receipt of notices of claimed infringement under the Digital Millennium Copyright Act of 1998, 17 U.S.C. §512.
- THIRD-PARTY WEBSITES AND RESOURCES
The Site may provide links to third party websites or resources (“Third Party Resources”). You acknowledge and agree that we are not responsible for the availability of such Third Party Resources, and do not endorse and are not responsible or liable for any content, advertising, goods, services or other materials on, available through or provided by such Third Party Resources. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any interaction you may have with such Third Party Resources.
We may enable social media connectivity on the Site from time to time. This connectivity may link to our own social media accounts. The specific content we may post on our own social media accounts is subject to these Terms. However, those social media websites are also Third-Party Resources. If you choose to use social media connect functions on the Site, you acknowledge and agree to abide by the relevant terms and conditions of each respective social media website that we may utilize. The terms and conditions for the social media websites may be found on each respective social media website.
This function is intended to enable us to connect with social media websites so that you can send newsfeeds about your activities to each of these websites. Such social media websites may also be able to use information about action you take on our Site.
However, note that where you choose to publish or share information through the social media links on our Site, we have no control over that activity. It will not be protected by us. You should assume that your activity may be accessed by any person using the Web in any part of the world and can be found using independent search engines. If you choose to engage in social media connectivity from our Site, you do so at your own risk.
- USER FEEDBACK AND USER-TO-USER COMMUNICATION
Valio may make available to users of the Site or Subscription Platform the ability to provide feedback or exchange information regarding third party or other user activity, content, products and/or services. You acknowledge that you are solely responsible for the content of any feedback or exchanged information, and that Valio may choose not to, or may be contractually restrained from review of user content, and that Valio is not responsible for your content or any other user’s content. Valio and its Affiliates do not endorse or accept any Communications as their own or representative of their views.
- CLINCIAL DATA AND PRODUCT INFORMATION; INTENDED USERS
The Site and the Subscription Platform contain clinical data, product information and other health and/or medical related information. This information is intended for persons over 18 years of age that are sophisticated professionals in the medical industry and not for the general public. You acknowledge and agree that such content is for informational purposes only, and may not be applicable or true in a particular instance. You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Site or the Subscription Platform is at your sole risk.
Prior to purchasing any third-party products or Subscription described on the Site or Subscription Platform, you are responsible for verifying all information relating to same and your decision to make such purchase.
You further acknowledge and agree that regardless of whether Valio takes action in a particular instance to evaluate, review or assess user activity or content, or to correct such information, Valio is not responsible for any such information, any product claims, or your use of or reliance on same. You acknowledge and agree that Valio is not a party to nor does it have an interest or obligation relating to such information or any other user of the Site or Subscription Platform. Valio may charge fees for access to the Subscription Platform and these fees are unrelated to user transactions or sales.
- DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.
THE SITE AND ALL INFORMATION, CONTENT, SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION OR CONTENT INCLUDED ON THE SITE.
WE MAKE NO WARRANTY THAT THE SITE OR ANY INFORMATION OBTAINED THROUGH THE SITE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, WILL BE ACCURATE OR RELIABLE, OR MEET YOUR EXPECTATIONS.
ANY MATERIAL OBTAINED FROM THROUGH THE USE OF THE SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY SUCH MATERIAL.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR FROM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
- LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE.
You hereby agree to indemnify, defend and hold harmless Valio from and against any and all liability and costs incurred by Valio in connection with any claim arising out of your use of the Site and any breach or alleged breach by you of these Terms. You shall cooperate as fully as reasonably required in the defense of any claim. Valio reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Valio.
- EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE TERMS MAY NOT APPLY TO YOU.
- CHOICE OF LAW AND JURISDICTION; ENFORCEABILITY
These Terms and the relationship between you and Valio shall be governed by the laws of the State of Indiana without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the State of Indiana, in Indianapolis.. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
Notice: Valio is not and is not intended to be a repository for any personal information or personal healthcare information. Although Valio utilizes industry standard system security tools, we cannot be responsible for the risk of potential or actual disclosure of your information. You represent and warrant to us that you will not provide us with any confidential information, personal information or personal health information, whether your own or any other person, without our prior written consent. You acknowledge that your failure to adhere to the foregoing may cause us serious financial or other damage and therefore you agree that you will indemnify us against any breach by you or anyone in your organization of the foregoing.
- Subject of this Agreement
2.1. “Applicable Requirements” means all laws, regulations, governmental or judicial rules, commercially reasonable technical or safety standards which relate to provision, receipt or use of the Platform, or are of general application to the Parties.
- Subscription to Use the Platform
3.1. Provider hereby grants to Subscriber permission to use and access the Platform for its internal business purposes only, and to use any related documentation, manuals and/or instructions, information and data to the extent delivered in connection with or through the Platform during the subscription term selected by Subscriber upon registration (“Subscription”).
- Platform Use and Restrictions
4.1. Access to the Platform shall be enabled for each individual Subscriber user authorized to use the Platform (“User”) through the provision of login and password information (“User Credentials”). Subscriber acknowledges and agrees, and shall inform each User that User Credentials may not be shared with any other User, entity or person.
4.2. Provider reserves the right to refuse to provide access to any specific individual or entity and Subscriber’s sole remedy in such event is for Subscriber to cease use of the Platform.
4.3. Subscriber has no right, title or interest in the Platform or outputs thereof other than the permissions of the Subscription set forth herein.
4.4. Subscriber acknowledges and agrees that the functionality available through the Platform may be changed from time to time by Provider in its sole discretion. Additional functionality may require additional fees or terms.
4.5. Subscriber will not knowingly engage in or solicit or induce another to engage in the reverse engineering, copying, modifying or creating of derivative works of the Platform or any component thereof.
4.6. The Platform may contain third party material or data. Nothing herein shall be construed as granting to Subscriber any rights or license to such third party material or data other than in connection with the authorized use of the Platform on the terms and conditions set forth herein.
4.7. Subscriber shall use the Platform solely as permitted under the terms of this Agreement and limited to the permitted purposes under the Subscription. Subscriber may not use the Platform to operate and/or engage in a business competitive to Provider.
4.8. Data input by Users into the Platform may or may not be stored by Provider, at its option, except as to any PHI or PI which shall be treated in accordance with the terms of this Agreement and subject to Applicable Requirements.
- Platform Intellectual Property
5.1. All right title and interest in, including beneficial ownership of and intellectual property rights, including but not limited to copyright, in the Platform and components, modules or other parts thereof, the arrangement of data therein, and all associated documentation, is and shall remain the property of Provider, and none of the foregoing may be copied, reproduced, modified, published, posted, transmitted or distributed in any way without the Provider’s prior written consent.
5.2. All rights in and to the names, marks, service marks and/or trademarks of the Platform are owned by Provider and all uses thereof shall inure to the benefit of Provider. Subscriber may not use Provider’s marks, service marks, and/or trademarks in any manner, for any purpose without Provider’s express prior written consent.
5.3. Subscriber shall not alter or remove any intellectual property notice or proprietary legend contained in or on the materials in or generated by the Platform without Provider’s prior written consent.
6.1. During and subsequent to the Term of this Agreement, each Party will not disclose or otherwise make available Confidential Information, as defined herein,to any person or entity except those of such Party’s employees, attorneys, agents and consultants permitted to have access to such Confidential Information under this Agreement, and who have a need to know such Confidential Information in furtherance of the purpose of this Agreement. Each Party shall protect such Confidential Information disclosed by one Party to the other to the same degree that it protects Confidential Information pertaining to its own business (but in no event using less than reasonable care) and will use Confidential Information solely as authorized herein. Each Party may disclose this Agreement to its attorneys, accountants, consultants, and prospective acquirers or prospective Affiliates, and if otherwise required by law or court order, subject to an appropriate non-disclosure agreement, where possible. In the event of any perceived required disclosure by one Party of Confidential Information owned soley by the other Party, by law or court order, the first Party shall provide advance written notice to the second Party prior to any such disclosure, to the extent legally permitted.
6.2. “Confidential Information” as used herein means (a) the Platform, its components and operation, and its documentation and arrangement of data; (b) this Agreement; (c) all information regarding this Agreement and the relationship between the Parties which is designated as confidential or should, given the nature of the information or circumstances of disclosure, be understood to be sensitive or confidential, including trade secrets, pricing, financial information, business plans, technical information and the identity of Provider’s customers; and (d) data or information provided by Subscriber to Provider in the course of using the Platform (“Subscriber Data”). Confidential Information shall not include information that (i) is generally known to the public through no fault of the Party receiving such Confidential Information under this Agreement, (ii) was known to the Party receiving the Confidential Information as demonstrated by evidentiary records of such Party, or (iii) is disclosed by a third party having no obligation, to the receiving Party’s knowledge, to protect against disclosure of such Confidential Information.
6.3. PHI refers to “personal health information” as defined under the Health Insurance Portability and Accountability Act, as amended from time to time.
6.4. PI refers to “personal information” consisting of information about an individual whose identity is apparent, or can reasonably be ascertained, from the information, and as defined by Applicable Requirements, as amended from time to time.
- Supply of Data Into Platform; Security
7.1. Platform Data: The Platform may include, in addition to data from Provider, information from multiple sources, recast and organized by Provider (all collectively, the “Platform Data”). Provider represents and warrants that, to its knowledge, neither the Platform nor the Platform Data or its grant of the rights granted herein shall violate any Applicable Requirements, or infringe or violate any intellectual property or personal rights of any third party, and that to the extent any third party authorizations or consents are needed to provide the data, such authorizations have been obtained. The Platform may contain third party material provided by Provider for use in connection with the Platform. Nothing herein shall be construed as granting to Subscriber any rights or license to such third party material other than in connection with the intended and authorized use of the Platform on the terms and conditions set forth herein. Provider makes no guarantees or promises of any kind concerning the accuracy of Platform Data.
7.2. Subscriber Data: Subscriber represents and warrants that Subscriber Data is input only for purposes of and in connection with use of the Platform, that Subscriber is fully authorized to provide same and use such material and/or data in the manner being used in connection with the Platform, that Subscriber will not knowingly input any material or data for a purpose which is or is likely to be deleterious to the Platform system, and that Subscriber shall not input or permit input of any PHI or PI into the Platform except pursuant to the terms for such information set forth herein. Without limitation of other obligations herein and other remedies available to Provider, Subscriber will indemnify Provider against any breach of these representations.
7.3. Tracking: Subscriber understands and agrees that Provider will track usage data for the purpose of billing under this Agreement, and may collect usage data and statistics to be used by Provider in connection with providing and/or improving the Platform.
7.4. Security: Provider hereby agrees that it shall implement and maintain appropriate and comprehensive security, encryption, technical and organizational measures in accordance with generally accepted industry standards and in compliance with all Applicable Requirements to protect Platform Data and Confidential Information against unauthorized or accidental loss, damage, modification or disclosure. Provider does and shall take commercially reasonable steps to protect against viruses, malicious codes, disabling Platform, and the like (“Malware”); however, Provider shall not have any liability for any damage that might result from Malware unless Provider had specific knowledge that the Platform contained Malware and failed to notify Subscriber. Subscriber’s use of the Platform is, except with respect to willful misconduct or willful failure to notify, at Subscriber’s own risk. Except as specifically set forth herein, Provider gives no other warranties or representations as to the accuracy or reliability of the Platform Data.
- Limitation of Liability
8.1. Except with respect to damages arising from a breach of the Platform use restrictions herein: (i) in no event shall either party be liable to the other party for any indirect, special or consequential damages or lost profits or costs of cover arising out of or related to the use of the Platform, this Agreement or the performance or breach hereof, and whether arising from negligence, breach of contract or otherwise; and (ii) in no event shall Provider be liable to Subscriber for any damages resulting from or related to any failure of the Platform, including, but not limited to, loss of data, service outages, incorrect data, or delays.
8.2. THE PLATFORM AND ANY SERVICES INCIDENTAL THERETO ARE PROVIDED “AS IS” AND PROVIDER MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY APPLICABLE OR CREATED BY OPERATION OF LAW, CUSTOM, TRADE USAGE OR COURSE OF DEALINGS. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF DEFECTS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY PROVISION THAT MIGHT BE INTERPRETED TO THE CONTRARY IN THIS AGREEMENT, PROVIDER’S CUMULATIVE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE FEES PAID TO PROVIDER IN THE YEAR PRECEDING THAT CLAIM.
9.1. Provider agrees to indemnify, defend and hold Valio and its affiliates and their respective officers, directors, employees, agents, successors and permitted assigns thereof (each of the foregoing being hereinafter referred to individually as the "Indemnified Party") from and against any and all Losses resulting from the injury of or damage to any person or real or tangible personal property to the extent such injury or damage as a result of the conduct of Subscriber.
9.2. Subscriber will indemnify, defend and hold harmless Provider against Losses resulting from: (a) Subscriber’s violation of Applicable Requirements; and (b) Subscriber’s use of the Platform in a manner not permitted by this Agreement.
9.3. For purposes of this Section, "Losses" shall mean all third party claims, losses, liabilities, damages and cost (including taxes), and all related costs and expenses (including reasonable attorneys' fees and disbursements and cost of investigation, litigation and settlement).
9.4. For any Losses subject to indemnity:
(i) the indemnified Party must notify the indemnifying Party of the Losses or potential Losses in writing as soon as reasonably feasible, provided that any delayed notice shall not invalidate the indemnity unless and to the extent the delay prejudices the indemnifying Party’s ability to defend against the Losses;
(ii) the indemnifying Party has sole control of the defense and all related settlement negotiations, subject to the other terms of this Section;
(iii) the indemnified Party must provide the indemnifying Party with the assistance, information, and authority reasonably necessary to provide the indemnity, with reasonable out-of-pocket expenses incurred by the indemnified Party to be reimbursed by indemnifying Party;
(iv) the indemnifying Party shall not settle any claims without prior written approval of the Indemnified Party, which approval shall not be unreasonably withheld; and
(v) the indemnified Party shall have the opportunity to participate in its defense and to engage counsel of its own choice to be involved in the defense, at the indemnified Party’s own expense.
9.5. These indemnifications shall survive the expiration or termination of this Agreement consistent with applicable statutes of limitations.
10.1. Obligations relating to indemnity, reconciliation and payment which arose during the Agreement’s Term shall survive termination until such obligations have been fully discharged.
10.2. This Agreement may be terminated by Provider immediately if: (a) Subscriber fails to pay invoices when due; (b) Subscriber breaches any material term of this Agreement and such breach continues for a period of thirty (30) calendar days following notice by Provider to Subscriber of the asserted breach.
10.3. This Agreement may be terminated by Subscriber immediately if Provider breaches any material term of this Agreement and such breach continues for a period of thirty (30) calendar days following notice by Subscriber to Provider of the asserted breach.
11.1. This Agreement and the License granted hereunder may not be transferred or assigned by Subscriber without prior written consent of Provider.
11.2. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect provided that the overall intentions of the Parties may be preserved. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the Parties agree to the exclusive jurisdiction of the courts located in Boone County in the state of Indiana with respect to any actions or claims arising out of this Agreement.
11.3. No waiver of any obligation, right of either Party or modification to this Agreement, whether explicit or by conduct, shall be effective unless in writing, executed by the Party against whom enforcement is being asserted. No waiver will imply the waiver of any other provision of this Agreement, or any subsequent waiver.
11.4. Each Party acknowledges that the other Party is an independent contractor and not an employee of such Party, and that the other Party is not the legal representative or agent of, nor does the other Party have the power to obligate, such Party for any purpose whatsoever.
11.5. Without limitation of any other provision of this Agreement, Subscriber agrees to reasonably cooperate with Provider by evaluating and providing feedback to Provider regarding any future substantively modified versions of Provider’s service.
11.6. Notice. Any notice required to be given hereunder shall be effective if transmitted via this address: email@example.com.