Account User Agreement
Date Last Updated: November 28, 2023
Network Frontiers, LLC
Common Controls Hub Master Services Agreement
This Account User Agreement ("Agreement") between Network Frontiers, LLC ("Network Frontiers" or "Unified Compliance") and the customer identified on the applicable Order ("Customer") governs the Customer's access to, use of, and receipt of the Services. By indicating acceptance of this Agreement via click-through, electronic signature, or other electronic means offered by Network Frontiers or by executing an Order that references this Agreement, Customer agrees to be bound by the terms and conditions of this Agreement. This Agreement is effective as of the date that Customer accepts the Order (the "Effective Date"). Capitalized terms not otherwise defined in the body of this Agreement are defined in Section 12. Any individual accepting this Agreement on behalf of an organization or other entity represents that such organization or entity is the Customer and warrants that he or she has the authority to bind such Customer to this Agreement. Customer may use the Services only in compliance with this Agreement and only if Customer has the power to form a contract with Network Frontiers. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, CUSTOMER MAY NOT USE THE SERVICES.
1. NETWORK FRONTIERS RESPONSIBILITIES
1.1. Subscription Services. Subject to the terms and conditions of this Agreement, during the Term Network Frontiers will permit Customer to access and use the Subscription Services and grant to Customer a limited, nonexclusive, nontransferable, revocable, limited right to access and use the Subscription Services to support Customer's internal business operations and solely in accordance with the terms and conditions of this Agreement and to use the Documentation in connection with Customer's exercise of such right.
1.2. Reports. Subject to the terms and conditions of this Agreement, Network Frontiers hereby grants to Customer a royalty-free, fully paid-up, nonexclusive, non-transferable, and perpetual license to continue to use any all reports, analyses, policies, compilations, data, studies and other materials which Customer generates or derives from the Subscription Services ("Reports") only to the extent such Reports are embodied or incorporated into in any internal policies or procedures adopted by Customer during the Term.
1.3. Orders; Usage Limits. Each Order will identify the number of Users permitted to access and use the Services, the applicable Subscription Fees, and the Initial Term of Customer’s subscription to the Subscription Services. Users will be permitted to use the Subscription Services in accordance with the applicable role descriptions for each user type as set forth in the Documentation. If Customer exceeds a contractual usage limit, Customer will enter into an Order for additional quantities of the Subscription Services promptly upon Network Frontier’s request and pay any invoice for excess usage in accordance with Section 4.
1.4. Support Services. Network Frontiers will use commercially reasonable efforts to provide e-mail and online Support Services to Customers to address questions with respect to the Subscription Services and other customary technical support issues. Support Services will only be provided to Administrative Users. Network Frontiers will further provide Customer, at no additional charge, with all updates or modifications to the Subscription Services that Network Frontiers typically provides free of charge to its other customers. Such updates or modifications typically will not include: (a) significant improvements or enhancements to the Subscription Services, (b) new functionality, or (c) new versions of the Subscription Services.
1.5. Security. Network Frontiers has established and will maintain during the Term, commercially reasonable administrative, physical, and technical safeguards for the protection of the Customer Materials commensurate with industry standards for the respective Services provided hereunder. For more details on these safeguards, please see https://cms.unifiedcompliance.com/safeguards
1.6. Network Frontiers Personnel. Network Frontiers is responsible for the performance of its employees and contractors and their compliance with Network Frontiers' obligations under this Agreement. Customer acknowledges that the Subscription Services (including the Customer Materials) are hosted and processed on a network owned and maintained by a third-party service provider.
2. CUSTOMER RESPONSIBILITIES
2.1. Cooperation. Customer cooperation is required for Network Frontiers to perform the services efficiently and effectively. Network Frontiers will have no liability for any delays, deficiencies, or failures that occur in the performance of Services as a result of (a) delays due to unanticipated Customer requests, complications with Customer's systems and equipment, (b) Customer's failure to cooperate (including the cooperation of third parties under Customer's control) or (c) Customer's breach of this Agreement.
2.2. Compliance with Law. Customer will be solely responsible for complying with all applicable laws, rules, and regulations ("Applicable Laws") relating to its use of the Subscription Services.
2.3. Third Party Products and Services. Customer is responsible for obtaining and maintaining, at its sole cost and expense, any hardware, equipment, third party software, and all Internet browsers and connections required to access or use the Subscription Services. Any such hardware, equipment or other third-party products and services required to operate and support the Subscription Services will be specified in the Documentation.
2.4. Responsibility for Other Parties. Customer will be liable for any action that it permits, assists or facilitates any of its Affiliates, officers, directors, employees, contractors, representatives, agents, Users, or other entity or organization (each, a "Customer Party") to take related to this Agreement or the use of the Subscription Services. Customer will ensure that all Customer Parties comply with Customer's obligations under this Agreement and that the Customer Parties only use the Subscription Services in compliance with Applicable Law.
2.5. Passwords. Customer is responsible for protecting and safeguarding any passwords, user IDs, or other credentials and login information (collectively, "Passwords") that have been provided to Customer or that are generated in connection with Customer's use of the Subscription Services. Customer will not disclose or make available Passwords other than to Users and will use best efforts to prevent unauthorized access to or use of the Passwords or the Subscription Services. Customer is fully responsible for all activities that occur in connection with the Passwords. Customer will immediately notify Network Frontiers in writing of any unauthorized use of the Subscription Services that comes to the Customer's attention.
2.6. Communications. We occasionally send informational and promotional emails. By signing up for an account, you agree to receive emails from us. You may unsubscribe at any time.
2.7. Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
3. OWNERSHIP RIGHTS
3.1. Ownership by Network Frontiers. Network Frontiers owns and retains all rights, title and interest in and to (a) the Services, Documentation, any Network Frontiers software, firmware, or other technology utilized, created, or reduced to practice in the provision of the Services, (b) all Reports, (c) the Unified Compliance Framework, (d) all copies, modifications and derivative works of any of the foregoing and (e) all Intellectual Property Rights therein (collectively, the "Network Frontiers Materials"). Customer acknowledges that (i) the Network Frontiers Materials are protected by patent, copyright, and other intellectual property laws, (ii) the Network Frontiers Materials embody valuable confidential and secret information of Network Frontiers or its licensors, the development of which required the expenditure of considerable time and money and (iii) no right or interest in the Network Frontiers Materials is conveyed other than the limited licenses granted herein. Customer will not take or encourage any action during or after the Term that will in any way impair the rights of Network Frontiers in and to the Network Frontiers Materials, any proprietary software or technology of Network Frontiers, or any of its Intellectual Property Rights in and to any of the foregoing.
3.2. Ownership by Customer. Customer owns and retains all rights, titles, and interests in and to the Customer Materials and all Intellectual Property Rights therein.
3.3. Use of Customer Materials. Customer consents to Network Frontiers' use of and access to the Customer Materials to provide the Services to Customer in accordance with the terms and conditions of this Agreement. Network Frontiers may aggregate and anonymize Customer Materials to derive certain analytics ("Analytics") and may use and disclose such Analytics (to third parties) in a manner that does not identify Customer, to perform analytic sampling, improve Network Frontiers' provision of the Services, or for any other reasonable purpose (including commercial purposes) determined by Network Frontiers in its discretion.
3.4. Network Frontiers Materials Restrictions. Customer will not: (a) alter, or permit the alteration of, the Network Frontiers Materials or any component thereof, (b) copy, or permit the copying of, the Network Frontiers Materials or any component thereof, (c) take any action that would foreseeably jeopardize Network Frontiers' or its licensors' Intellectual Property Rights in the Network Frontiers Materials, (d) seek to acquire any ownership interest in or to the Network Frontiers Materials or any component thereof, (e) attempt to derive source or object code from the Network Frontiers Materials or any component thereof, including by reverse engineering, decompiling or similar means or (f) license, sell, transfer, lease, or disclose the Network Frontiers Materials.
3.5. Acceptable Use. Customer may not use the Subscription Services, and will ensure that the Users do not use the Subscription Services to (a) infringe on, violate, dilute, or misappropriate the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) store or post defamatory, inflammatory, trade libelous, threatening or harassing data; (c) store or post obscene, pornographic or indecent content or data; (d) introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms or other malicious or harmful code; (e) interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Subscription Services; or (f) attempt to discover, access, read, alter, destroy or damage any programs, data or other information stored on or in connection with the Subscription Services by any other party. Customers may access the Subscription Services only through interfaces and protocols provided or authorized by Network Frontiers.
4. CUSTOMER SHARED MATERIALS
4.1. Customer Shared Materials License.
(a) All Customer Shared Materials are made available to users of the Subscription Services pursuant to a Compatible License designated by the author of such materials.
(b) If you choose to post and make available any Customer Shared Materials, you hereby grant to Network Frontiers a license to such Customer Shared Materials under a Compatible License specified by you at the time of sharing and the right for and Network Frontiers to further distribute such Customer Shared Materials to any other customer of Network Frontiers pursuant to such license. (c) If you choose to use any Customer Shared Materials shared by third parties, you must comply with all obligations and restrictions of any license applicable to such materials, including, but not limited to, obligations of attribution, share-alike or license-back, and identification of adaptations as required by the applicable license. Use of third-party Customer Shared Materials may be subject to additional fees.
4.2. Customer Shared Materials Restrictions. You may not create, post, store, or share any Customer Shared Materials for which you do not have all the rights necessary to grant the license described in Section 4.1. You represent and warrant that your Customer Shared Materials, and the use of such Customer Shared Materials as permitted by this Agreement, will not violate any rights of any person or entity, including any rights of publicity or privacy, intellectual property rights (including any licenses in or to third party Customer Shared Materials), or other proprietary rights, or cause injury to any person or entity. You may not create, post, store, or share any Customer Shared Materials that: (a) are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent; (b) would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law; (c) contains any confidential, propriety, private, or personal information of a third party without such third party’s consent; (d) contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or (e) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Network Frontiers or others to any harm or liability of any type.
4.3. Customer Shared Materials Breaches. We do not undertake to review all Customer Shared Materials, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Customer Shared Materials. Although we have no obligation to screen, edit, or monitor Customer Shared Materials, we may: (a) delete or remove Customer Shared Materials or refuse to post any Customer Shared Materials at any time and for any reason with or without notice, including, but not limited to, for any violations of applicable law or this Agreement; (b) terminate or suspend your access to all or part of the Services, temporarily or permanently, if your Customer Shared Materials are reasonably likely, in our sole determination, to violate applicable law or this Agreement; (c) take any action with respect to your Customer Shared Materials that is necessary or appropriate, in our sole discretion, to ensure compliance with applicable law and this Agreement, or to protect our rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and (d) as permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Customer Shared Materials on or through the Subscription Services.
4.4. Reporting Claims of Copyright Infringement. If you believe that any content on our Subscription Services infringes any copyright that you own or control, you may notify our designated agent (your notification, a “DMCA Notice”) as follows:
Designated Agent: Alexander Wong
Address: 10161 W Park Run Dr Ste 150, Las Vegas, NV 89145
Telephone Number: 202-380-8645
Email Address: awong@unifiedcompliance.com
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Subscriptions Services is infringing, you may be liable to Network Frontiers for certain costs and damages. 4.5. Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").
4.6. Enforcement. Network Frontier’s failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by this Agreement or that objectionable material will be promptly removed after it has been posted.
5. PAYMENT TERMS
5.1. General. Customer will pay Network Frontiers any applicable Subscription Fees set forth in the applicable Order. Such Subscription Fees will be paid by the method specified in the Order or during registration. Unless otherwise agreed by Network Frontiers and Customer in an Order, all fees due to Network Frontiers will be due and payable at the start of the Initial Term and any Renewal Term and, as applicable, at the time of purchase of any supplemental usage rights. All payments pursuant to this Agreement (a) are nonrefundable except as set forth in Section 7.2 of this Agreement, (b) will be made in U.S. Dollars, and (c) are exclusive of shipping, taxes, and duties, which will be paid solely by Customer (other than taxes based on Network Frontiers’ net income). All late payments will be assessed a service charge of 1.5% per month to the extent allowed by Applicable Law.
5.2. Payment Card Terms. If Customer pays Network Frontiers any fees via Payment Card, the terms of this Section 5.2 will apply. By providing Network Frontiers with Payment Card information (including account number, expiration date, card verification code, and billing address), Customer authorizes Network Frontiers to charge such Payment Card for all Subscription Fees that are due and payable hereunder. Network Frontiers will initiate periodic charges to Payment Card for all Subscription Fees incurred during the Term. Customer’s authorization of such recurring charges will remain effective for the duration of the Term unless Customer notifies Network Frontiers in writing that Customer revokes such consent. Customer further authorizes Network Frontiers to receive updated Payment Card account information from the issuer of the Payment Card.
6. DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING ANY CUSTOMER-SHARED MATERIALS) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN WRITING BY NETWORK FRONTIERS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING ANY CUSTOMER-SHARED MATERIALS) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE SERVICES AND ALL COMPONENTS THEREOF, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR PRIOR ORAL OR WRITTEN STATEMENTS MADE BY NETWORK FRONTIERS, ITS REPRESENTATIVES, THIRD PARTIES, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND LOSS OF DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NETWORK FRONTIERS DOES NOT WARRANT THAT THE SERVICES OR ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING ANY CUSTOMER-SHARED MATERIALS) WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE OR THAT ALL DEFECTS WILL BE CORRECTED. NETWORK FRONTIERS MAKES NO WARRANTY CONCERNING THE TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES (INCLUDING THE UNIFIED COMPLIANCE NETWORK AND ANY CUSTOMER-SHARED MATERIALS). ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF NETWORK FRONTIERS AND NETWORK FRONTIERS' RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
7. LIMITATION OF LIABILITY
7.1. Consequential Damages; Liability Limits. UNDER NO CIRCUMSTANCES WILL (A) NETWORK FRONTIERS, ITS REPRESENTATIVES, THIRD PARTIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON OR ARISING UNDER THIS AGREEMENT OR FROM CUSTOMER’S USE OF THE NETWORK FRONTIERS MATERIALS OR SUBSCRIPTION SERVICES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL), REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT, AND (B) THE AGGREGATE LIABILITY THAT NETWORK FRONTIERS MAY INCUR FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO NETWORK FRONTIERS DURING THE 12 MONTHS PRIOR TO SUCH CLAIM (EXCEPT FOR CLAIMS RESULTING FROM BREACHES OF NETWORK FRONTIERS CONFIDENTIALITY OBLIGATIONS (WHICH ARE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 6.2 BELOW)). THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7.2. Breach Of Confidentiality. FOR CLAIMS RESULTING FROM BREACHES OF NETWORK FRONTIERS’ CONFIDENTIALITY OBLIGATIONS, NETWORK FRONTIERS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT RELATING TO ALL SUCH CLAIMS SHALL NOT EXCEED TWO-TIMES (2X) THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO NETWORK FRONTIERS DURING THE 12 MONTHS PRIOR TO SUCH CLAIM.
7.3. Use of the Services. The Services are intended for informational, educational, and reference purposes only and do not constitute nor substitute for legal, accounting, regulatory, or other professional advice. Customer may not and shall not rely on the Services for such advice. Customer is encouraged to seek the guidance of a licensed professional if such advice is required. Network Frontiers makes absolutely no claims, representations, or warranties that the use of or reliance upon any Network Frontiers Materials will cause Customer or any of its Affiliates to achieve compliance with any laws, regulations, or authority documents and hereby disclaims any and all such representations or warranties.
8. INDEMNITY
8.1. Mutual Indemnity. Each party will indemnify, defend and hold the other party and its officers, employees, agents, and licensors harmless against any losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and court costs) (“Losses”) incurred by the other party resulting from third-party claims, actions or proceedings arising out of, based on or related to the indemnifying party’s gross negligence or willful misconduct in connection with the indemnifying party’s performance of its obligations under this Agreement.
8.2. Network Frontiers Indemnity. Network Frontiers will indemnify, defend, and hold Customer harmless against any Losses incurred by Customer resulting from any third-party claim alleging that the Network Frontiers Materials or any component thereof infringes a U.S. patent, copyright, trademark or trade secret ("Infringement Claim"). If an Infringement Claim occurs, Network Frontiers will, at its sole option and expense, either (a) procure for Customer the right to continue using the allegedly infringing component of the Network Frontiers Materials or (b) replace or modify such allegedly infringing component so that it becomes non-infringing, so long as the functionality of the Subscription Services will not be materially adversely affected. If neither alternative is reasonably available, Customer may terminate this Agreement, and Network Frontiers will provide Customer with a pro-rata refund based upon the unused portion of any prepaid Subscription Fees for such allegedly infringing component on an equitable basis. Network Frontiers will not indemnify Customer or be liable for any Infringement Claim based on (i) Customer's failure to use any updates, modifications, corrections or enhancements to the Subscription Services made available by Network Frontiers, (ii) Customer's breach of this Agreement, (iii) Customer's use of the Subscription Services in combination with any software not owned, supported, developed, or approved by Network Frontiers, (iv) any direction, specification, information, or material provided by Customer or a Customer Party, including but not limited to the Customer Materials, or (v) Customer's settlement of an Infringement Claim without the prior written consent of Network Frontiers. The indemnity provided in Section 7.2 and the foregoing remedies constitute Network Frontiers' sole liability and Customer's exclusive remedy in the event of an Infringement Claim.
8.3. Customer Indemnity. Customer will indemnify, defend and hold Network Frontiers and its officers, employees, agents, and licensors harmless against any Losses incurred by Network Frontiers resulting from third-party claims, actions, or proceedings arising out of, based on, or related to (a) Customer's use of the Network Frontiers Materials in breach of this Agreement; (b) any claim that any Customer Materials or Customer Shared Materials made available by you infringe, misappropriate or otherwise violate the rights of any third party; or (c) Customer's breach of Applicable Law.
8.4. Procedures. The indemnification obligations in this Section 7 are contingent on the party seeking indemnification: (a) giving the indemnifying party prompt written notice of any such claim (provided that the failure of an indemnified party to provide prompt notice will only relieve the indemnifying party of its indemnity obligations under this Section 7 to the extent the indemnifying party is materially prejudiced by such delay), (b) grants the indemnifying party sole control of the defense of such claim and any related settlement negotiations and (c) providing, at the indemnifying party's expense, reasonable cooperation in the defense of such claim and all related settlement negotiations. The indemnified party will have the right to participate in the defense and all related settlement negotiations with its own counsel at its own expense. The indemnifying party will not, without the prior written consent of the indemnified party, agree to any settlement or acquiesce to any judgment that obligates the indemnified party to pay any amount subject to indemnification by the indemnifying party or causes the indemnified party to admit to any civil or criminal liability.
9. CONFIDENTIALITY
9.1. Definition. "Confidential Information" means any data, Information or materials (whether in oral, written, electronic or any other form) of a party (the "Disclosing Party") which is provided to or learned by the other party (the "Receiving Party") in connection with this Agreement that is either (a) marked as "confidential" or "proprietary" or with a similar designation or (b) of a nature that a reasonable person would consider such Information to be confidential given the circumstances of its disclosure. Confidential Information includes data, Information, and materials relating to a party's business, finances, products, services, customers, personnel, business processes, infrastructure, software and hardware, networks, systems, and any materials that the Disclosing Party obtained from a third party subject to an obligation of confidentiality.
9.2. Obligations of the Parties. The Receiving Party will at all times hold the Confidential Information of the Disclosing Party in strict confidence. Without limiting the generality of the foregoing, the Receiving Party will take reasonable measures, consistent with the measures it uses to maintain the confidentiality of its own information of similar importance (and in no event using less than a reasonable standard of care) to protect against unauthorized disclosure or use of the Confidential Information of the Disclosing Party. The Receiving Party will limit disclosure of Confidential Information of the Disclosing Party only to those of its personnel, agents, and authorized representatives who (a) need to know such Confidential Information for the purpose of this Agreement, (b) have been advised of the Receiving Party's obligations under this Agreement and (c) are under nondisclosure obligations at least as protective of the Confidential Information as those set forth herein. The Receiving Party will be responsible for any breach of this Agreement committed by its personnel, agents, or authorized representatives as if such breach were committed by the Receiving Party. The Receiving Party will copy and use the Confidential Information of the Disclosing Party solely to the extent reasonably necessary to exercise its rights and/or fulfill its obligations under this Agreement. The Receiving Party will not remove, delete, or obscure any legend, trademark, logo, notice of copyright, or other proprietary notice found on the Confidential Information.
9.3. Exclusions. This Agreement imposes no obligation upon the Receiving Party with respect to Confidential Information of the Disclosing Party which (a) was in the Receiving Party's possession on a non-confidential basis before receipt from the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by any confidentiality obligation to the Disclosing Party with respect to such information, (b) is or becomes generally available to the public other than as a result of a violation of this Agreement by the Receiving Party or wrongdoing by a third party, (c) is subsequently received by the Receiving Party from a third party on a non-confidential basis, provided that such third party was not known by the Receiving Party to be bound by any confidentiality obligation to the Disclosing Party with respect to such information or (d) is independently developed by the Receiving Party without the use of or reliance upon the Confidential Information of the Disclosing Party.
9.4. Compelled Disclosure. Notwithstanding anything in this Agreement to the contrary, the Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to Applicable Law, regulation, subpoena, or order of a court or administrative or regulatory entity, provided, however, that, if legally permitted, the Receiving Party will give notice of such compelled disclosure to the Disclosing Party to allow the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment of such Confidential Information.
9.5. Ownership of Confidential Information. The Receiving Party acknowledges that, as between the parties, all rights, title, and interest to all Confidential Information is and will remain at all times with the Disclosing Party, and the Receiving Party will not acquire any rights to the Confidential Information of the Disclosing Party other than those expressly granted in this Agreement. For the avoidance of doubt, the Network Frontiers Materials are the Confidential Information of Network Frontiers. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Customer to Network Frontiers with respect to the Services (collectively, "Feedback") will constitute Confidential Information of Network Frontiers. Network Frontiers will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
9.6. Equitable Relief. If there is a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party may suffer irreparable harm and have no adequate remedy at law, and accordingly, the Disclosing Party will be entitled to seek injunctive and other equitable remedies against such breach in addition to all other remedies the Disclosing Party may have at law or in equity and the Receiving Party hereby waives any requirement for the posting of a bond or other security in connection with the granting to the Disclosing Party of such injunctive relief.
10. TERMINATION
10.1. Term. The term of this Agreement will commence on the Effective Date and continue in effect as set forth on the initial Order (the "Initial Term"). Except as otherwise specified in the initial Order, the Agreement will automatically renew for additional periods equal to the expiring Initial Term or one year (whichever is shorter) (each a "Renewal Term," and collectively with the Initial Term, the "Term"), unless either party gives the other notice of non-renewal at least 15 days before the end of the relevant Initial Term or Renewal Term. The Subscription Fees for any automatic Renewal Term will be the same as that during the immediately prior Initial Term or Renewal Term unless Network Frontiers provides the Customer with written notice of a pricing increase at least 60 days prior to the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
10.2. Termination by Either Party. Either party may terminate this Agreement, in whole or in part, effective upon 30 days written notice to the other party if the other party commits a material breach of this Agreement, which breach is not cured within such 30-day period. Either party may terminate this Agreement effective immediately upon written notice to the other party if such party suffers a bankruptcy, insolvency, or similar event.
10.3. Suspension, Limitation or Termination. Network Frontiers may suspend, terminate or limit access to the Services at any time if (a) Network Frontiers determines that the Subscription Services are being used by Customer in violation of Applicable Law, (b) Network Frontiers determines that the Subscription Services are being used by Customer in an unauthorized or fraudulent manner (including any violation of Section 2 of this Agreement) or that Customer has submitted fraudulent or inaccurate information to Network Frontiers, (c) Network Frontiers determines that Customer's use of the Subscription Services adversely affects Network Frontiers' equipment or service to others, (d) Network Frontiers is prohibited by an order of a court or other governmental agency from providing the Services, (e) in the event of Customer's non-payment of any Subscription Fees owed to Network Frontiers hereunder within 10 days of the date on which payment is due under Section 5 or (f) a security incident or other disaster that impacts the Services or the security of the Customer Materials. Network Frontiers will have no liability for any damages, liabilities, or losses as a result of any suspension, limitation, or termination of Customer's use of the Services in accordance with this Section 9.4.
10.4. Effect of Termination. Upon termination or expiration of this Agreement, all licenses and other rights of use granted to Customer under this Agreement will immediately cease. Upon termination of this Agreement, Customer will immediately: (a) remove, de-provision, or otherwise make not useable all Network Frontiers Materials or any component thereof provided through the API to external product(s); (b) cease all distribution of and access to Network Frontiers Materials; and (c) provide written notice attesting to Customer's compliance with the foregoing. Termination of this Agreement will not relieve Customer of its obligation to pay to Network Frontiers amounts due and payable prior to the date of such termination. All provisions of this Agreement which by their nature are intended to survive termination will so survive.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States, as applicable, without regard to principles of conflicts of law. Each Party irrevocably agrees that any legal action, suit, or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in state or federal court in the State of Delaware. The parties further consent to the jurisdiction of any state court located within a district that encompasses assets of a party against which a judgment has been rendered solely for the enforcement of such judgment or award against the assets of such Party. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys' fees.
12. MISCELLANEOUS
Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the other party's prior written consent, provided that either party may assign this Agreement without the other party's consent in connection with the sale of all or substantially all of its assets or business related to this Agreement, or a sale or other transfer of a controlling interest of the assigning party or to any Affiliate of the assigning party, in each case whether by merger, change of control, operation of law, reorganization, consolidation, sale of securities, or other legal means. Notwithstanding anything to the contrary, in no event may Customer assign this Agreement to a competitor of Network Frontiers. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Any notice, report, approval, or consent required or permitted pursuant to this Agreement must be in writing and will be deemed to have been effectively received: (a) immediately upon delivery or successful electronic mail transmission to the parties to be notified; (b) one day after deposit with a commercial overnight courier with tracking capabilities; or (c) five days after deposit with the United States Postal Service, by registered or certified mail, postage prepaid to the respective addresses of the parties set forth on the Order. The waiver by either party of a breach of this Agreement or any right pursuant to this Agreement will not constitute a waiver of any subsequent breach of this Agreement, nor will any failure or delay by either party to exercise any right under this Agreement operate as a waiver of any such right, unless such waiver is in writing and signed by the party granting such waiver. Suppose any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid. In that case, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Notwithstanding anything to the contrary in Section 8, Customer agrees to let Network Frontiers use Customer's name, logo, and other affiliated marks in Network Frontier's sales and marketing materials and its website. Customers may opt out of these publicity rights by emailing info@unifiedcompliance.com. Section headings are for reference purposes only. Any modifications of this Agreement must be in writing and signed by both Network Frontiers and Customer. If Customer provides Network Frontiers with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect unless Network Frontiers expressly agrees in writing to modify this Agreement. This Agreement constitutes the entire Agreement between Network Frontiers and Customer with regard to the subject matter contained in this Agreement, and this Agreement supersedes any and all previously written or oral agreements between the parties regarding the same.
13. DEFINITIONS
"Administrative User" means an individual authorized by Customer with log-in rights to access and use the administrative features of the Subscription Services in accordance with the terms of this Agreement and the Documentation.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with either party, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or interests of such entity.
“Compatible License” means the Creative Commons Zero, Creative Commons Attribution-Share Alike, the Federated Data License, or any other license we approve for use with the Subscription Services.
"Customer Materials" means any text, multimedia, graphics, audio, video, data and other information provided by Customer to Network Frontiers for use with and display through the Subscription Services.
"Customer Shared Materials” means any text, multimedia, graphics, audio, video, data and other information made available by Customer or any other customer of Network Frontiers for purposes of sharing with Network Frontiers and further sharing with any other customer of Network Frontiers.
"Documentation" means any user manuals and any other instructional, technical or training materials that Network Frontiers provides to Customer in printed form or via a Network Frontiers website in connection with the Subscription Services, as may be updated by Network Frontiers from time to time.
"End User" means an individual authorized by Customer with log-in rights to access and use the non-administrative features of the Subscription Services in accordance with the terms of this Agreement and the Documentation.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.
"Order" means the form or process by which Customer acquires the Services in accordance with this Agreement (whether via an online form or other ordering document) that details the scope of the Services to be provided to Customer.
"Payment Card" means Customer’s credit or debit card branded by Visa, MasterCard, American Express or Discover.
"Services" means, collectively, (a) Customer's access to and use of the Subscription Services; and (b) Network Frontiers' provision of all related Support Services.
"Subscription Fees" means the fees payable for Customer's access to and use of the Subscription Services as set forth on an Order.
"Subscription Services" means Network Frontiers' proprietary, web-based software solution currently known as “Compliance Hub” and related software components which provides Customer with access to the Unified Compliance Framework as further described in the Documentation.
"Support Services" means implementation, support and maintenance services for the Subscription Services provided by Network Frontiers to Customer in accordance with the terms of this Agreement.
"Unified Compliance Framework" refers to Network Frontiers’ proprietary work known as the Unified Compliance Framework, together with any and all modifications, updates or enhancements thereto and derivative works thereof, including products of Network Frontiers with similar function regardless of any change in name or nomenclature.
"User" means an Administrative User or End User.
Network Frontiers, LLC
UCF MAPPER ADDENDUM COMMON CONTROLS HUB MASTER SERVICES AGREEMENT
This Addendum (“Addendum”) to the Master Services Agreement (“Agreement”) governs Customer’s access to, use of, and receipt of the UCF Mapper Services. By indicating acceptance of this Addendum via click-through, electronic signature, or other electronic means offered by Network Frontiers, or by executing an Order for the UCF Mapper Services, Customer agrees to be bound by the terms and conditions of this Addendum as incorporated into and made a part of the Agreement. This Addendum is effective as of the date that Customer accepts this Addendum or begins using the UCF Mapper Services (the “Effective Date“). Capitalized terms not defined in this Addendum have the meanings set forth in the Agreement. Customer may use the UCF Mapper Services only in compliance with this Addendum. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS ADDENDUM, CUSTOMER IS NOT PERMITTED TO USE THE UCF MAPPER SERVICES EVEN IF IT IS PERMITTED TO USE OTHER SERVICES THAT ARE NOT SUBJECT TO THIS ADDENDUM.
1. UCF MAPPER SERVICES
1.1. Definition. “UCF Mapper Services” means Network Frontiers’ proprietary, web-based software solution commercially known as “UCF Mapper” and related software components which provide Customer with the ability to enter and map authority documents (each, an “AD”) into the Subscription Services whereby the mapped ADs will be available in Customer’s Common Controls Hub account.
1.2. Use of UCF Mapper Services. During the Term, and subject to the terms and conditions of this Addendum, Network Frontiers grants to Customer a limited, nonexclusive, nontransferable, revocable, and limited right to access and use the UCF Mapper Services solely in connection with Customer’s participation in mapping projects in accordance with the Documentation and Network Frontier’s published processes and procedures for the creation, review, acceptance and inclusion of authority document mappings (“AD Maps”) into the UCF Mapper Services. Access to and use of the UCF Mapper Services will be limited to execution of student exercises in the training environment until Customer successfully completes the Network Frontiers prescribed training program.
1.3. Mapping Approvals. Prior to creating an AD Map of an authority document, Customer will submit the proposed authority document for Network Frontier’s approval and pre-processing. Network Frontiers reserves the right, at its discretion, to reject or limit the mapping of any authority document. Customer will submit each completed AD Map to Network Frontiers for approval and inclusion in the Common Controls Hub. Network Frontiers reserves the right to prioritize the review and approval processes in its discretion to accommodate workflow needs, Customer and end-user requirements and requests, and technical constraints. 1.4. Access to AD Maps. Customer may designate whether an approved AD Map created by Customer is to be made available: (a) subject to approval by Network Frontiers, publicly to all CCH users (“Public Map”), (b) subject to approval by Network Frontiers, all paid CCH Subscribers (“Subscriber Map”) or (c) only to a limited set of CCH Subscribers comprised of Customer’s clients (“Limited Map”). Access to a Limited Map requires a separate UCF Library Extender license for each Customer client that is provided access to such Limited Map. Customer may change its designation of an AD Map from a more restrictive access to a less restrictive access (i.e., (i) from Limited Map to Subscriber Map or Public Map or (ii) from Subscriber Map to Public Map), but not the reverse.
1.5. Orders. Each Order will identify the Customer, the applicable Subscription Fees, and the Initial Term of Customer’s subscription to the UCF Mapper Services. Customer may designate any of its Users to have access to the UCF Mapper Services through his/her Common Controls Hub account.
2. OWNERSHIP OF AD MAPS
2.1. Ownership by Customer AD Maps. Customer shall own and retain all right, title and interest in and to the AD Maps it creates hereunder and all Intellectual Property Rights therein. The foregoing does not (a) grant to Customer ownership or any other Intellectual Property Rights in or to the authority documents that are the subject of such AD Maps or to any other portions of the CCH, or (b) in any way restrict the rights of Network Frontiers or any of its other customers to create AD Maps of all or any portion of the same authority documents. AD Maps do not constitute Customer Materials.
2.2. Use of Customer AD Maps. Customer hereby grants to Network Frontiers a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferrable, and sub-licensable license to reproduce, distribute, modify, and create derivative works of the AD Maps submitted for inclusion in the CCH.
3. INDEMNITY
Customer will indemnify, defend, and hold Network Frontiers and its officers, employees, agents, and licensors harmless against any Losses incurred by Network Frontiers resulting from third-party claims, actions, or proceedings arising out of, based on, or related to any claim that Customer’s use of any authority documents or any AD Maps created by Customer infringes, misappropriate or otherwise violate the rights of any third party.