GENERAL TERMS AND CONDITIONS
Last updated: September 1, 2023

IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THESE GENERAL TERMS AND CONDITIONS (“TERMS”).  BY CLICKING THE ACCEPT BUTTON, YOU AGREE TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR SUCH OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACTING (“CUSTOMER”) AND WARRANT THAT YOU ARE AUTHORIZED TO ORDER THE APPLICABLE SERVICES ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO THESE TERMS.  

1. Scope of Terms.  

1. Parties.  These Terms, together with any written order forms or online orders (“Order Form”), form the entire agreement between Equity Quotient, Inc.  (“EQ”) and Customer (including the applicable legal entity that entered into an Order Form” with EQ) (this “Agreement”).  Each of EQ and Customer are referred to herein as a “Party” and, together, as the “Parties.”
2. Services.  These Terms apply to the service plan (“Service Plan”) that Customer has ordered for EQ’s platform that is made available on a software-as-a-service basis and described in the Order Form (“Services”).

• Term and Renewal.

1. 1. Term.  This Agreement will commence on the date Customer is first provided with access to the Services or, if applicable, the Effective Date set forth in the Order Form (“Effective Date”).  This Agreement will continue for so long as an Order Form remains active (the “Term”).  
   2. Renewals.  If Customer has selected an “Annual” Service Plan, this Agreement will automatically renew for successive 12-month periods following the initial subscription period in the Order Form unless Customer or EQ provides written notice at least 60 days prior to expiration of the then-current Term. If Customer has selected a “Monthly” Service Plan, this Agreement will automatically renew for successive monthly periods following the initial subscription period in the Order Form unless Customer or EQ provides written notice at least 30 days prior to expiration of the then-current Term.  This Section will not apply in the event Customer and EQ have agreed to different renewal terms in the Order Form. 
   3. Free Trial.  If Customer has selected a “Free Trial” Service Plan, Customer’s Service Plan will automatically convert to a “Standard Monthly” Service Plan unless Customer selects a different Service Plan or cancels the Services prior to the end of the Free Trial period set forth in the Order Form.

• Provision of Services.

1. Services.  Subject to Customer’s payment of the Fees, EQ agrees to make available the Services available to Customer and hereby grants Customer a non-exclusive, non-transferrable, non-sublicensable right to use the Services on the terms and conditions set forth in this Agreement. 
2. Users.  Customer may only permit access to the Services by up to the number of individual users that it has purchased access for under the applicable Order Form (“Users”).  If Customer requires access for additional Users, Customer may upgrade its Service Plan or contact EQ to purchase additional User licenses.  User licenses may not be shared by multiple individuals, but Customer may transition User licenses to a different individual in the event that the original User ceases to be employed or engaged by Customer.  Users may only be employees or bona fide independent contractors of Customer.  Customer will not share User accounts with any other third parties.  If Customer becomes aware of the loss or compromise of any User accounts, it will notify EQ as soon as possible and take reasonable steps to change any applicable User account credentials it controls.  Customer will be responsible for all actions taken under its User accounts.
3. Service Standards.  EQ agrees to use commercially reasonable efforts to make the Services continuously available (other than during periods of scheduled maintenance) and ensure any scheduled maintenance occurs outside of EQ’s regular business hours.  EQ will provide the Services in a manner that materially conforms to any applicable documentation or specifications and in a professional and workmanlike manner consistent with industry standards.
4. Support.  Unless otherwise agreed in an Order Form, EQ will provide its standard technical support services to support ordinary course use of the Services during EQ’s regular business hours as further described at _____________.
5. Dashboards.  Solely to the extent Customer has purchased and maintains an “Enterprise” Service Plan, Customer may (i) incorporate the dashboards and other informational displays included in the Services (“Dashboards”) as part of Customer’s business analytics, reporting and related systems and (ii) reasonably co-brand the Dashboards with EQ’s trademarks as part of Customer’s externally-facing websites and other marketing or reporting materials consistent with the co-branding functionality offered through the Services or as otherwise preapproved by EQ in writing (“Co-Branding”); provided that any Co-Branding will be in accordance with EQ’s brand guidelines made available to Customer and will not imply any recommendation or endorsement by EQ of any Customer products or services.  Any Customer products or services that include Co-Branding will be of the same high quality standards as those associated with the Services.  Customer agrees that the goodwill arising from its use of any EQ trademarks hereunder will inure solely to the benefit of and remain at all times the sole property of EQ.  Without EQ’s prior written approval, Customer may not register any website, social media account or other trademark in connection with any Co-Branding and will not “white-label” or otherwise suggest Customer is the sole provider of any Dashboards or the Services.
6. Service Updates.  Customer acknowledges and agrees that the Services may be improved, enhanced, patched, updated, and otherwise modified to add, supplement, or adjust the features and functionality offered by the Services (“Service Update”).  EQ generally makes Service Updates for the purpose of improving overall user experience and enhancing the Services’ privacy and security features.  EQ agrees that it will not make any Service Updates that substantially diminish or reduce the features or functionality offered by the Services as of the Effective Date.  The Parties acknowledge and agree that EQ may also develop and offer new products or services distinct from the Services, which new products or services may be complementary to or intended to enhance the Services beyond the scope of Service Updates.

• Use of Services.

1. Appropriate Use.  In connection with its use and access of the Services, Customer agrees that it will not (and will not authorize or permit any party to): (i) interfere with or disrupt EQ’s hosting or maintenance of the Services, including by deliberately sending excessive requests to or otherwise overloading the servers that host or support the Services; (ii) bypass any security or access controls included in the Services or any data or systems accessible therefrom; (iii) copy, reproduce, modify, make derivative works of, or excerpt any of the Services except to the extent reasonably necessary to use the Services as permitted hereunder; (iv) rent, lend, sublicense, lease, or transfer access to the Services or use the Services to provide service bureau or similar services; (v) reverse engineer, decompile, or otherwise obtain the source code for the Services; (vi) remove, alter, or obscure any copyright or proprietary notices contained in the Services; (vii) use the Services to infringe, misappropriate or otherwise violate any intellectual property rights or applicable laws or to create or host illegal content; (viii) introduce any malware, viruses or similar code into the Services; (ix) conduct probes, scans, vulnerability, penetration or other security testing of the Services by automated means or otherwise without EQ’s express prior approval; or (x) attempt or agree to do any of the foregoing (i)-(ix).
2. Monitoring.  EQ may monitor Customer’s and its Users’ use of the Services, including through automated or other technical means.  Such monitoring may be used to verify compliance with this Agreement and to gather insight into user behavior to improve the Services.
3. Feedback.  To the extent Customer or its Users choose to provide EQ with any suggestions, ideas or other feedback related to the Services (“Feedback”), Customer hereby grants, on behalf of itself and its Users, to EQ a perpetual, irrevocable, worldwide, royalty-free, sublicensable and non-exclusive license to use such Feedback.
4. Limits on Services.  Customer acknowledges and agrees that (i) the Services have been developed and are intended to be used for informational and reference purposes only; (ii) neither EQ nor the Services provide or constitute legal, compliance, regulatory, financial, investment, accounting, tax, clinical, treatment, diagnosis, research, information technology, marketing, political, lobbying, or other professional advice, opinions or recommendations of any kind; (iii) the Services may contain inaccurate or incomplete information; (iv) EQ is technology services provider only and that neither this Agreement nor the provision of the Services creates any fiduciary or agency relationship; and (v) the Services are intended for use for, and within, the U.S. only and any use for, or outside, of the U.S. is at Customer’s sole risk and Customer will be responsible for compliance with applicable local laws and EQ will have no responsibility for any use of the Services outside of the U.S.
5. Ownership of Services.  EQ retains sole and exclusive ownership of, and Customer does not acquire any ownership (or other rights other than the limited use rights described herein) in or to, any and all systems, inventions, know-how, data, designs, methods, technologies, processes, documentation, specifications or information, including any intellectual property rights, that underlie or comprise the Services.

• Payment Terms.

1. 1. Fees and Taxes.  Customer will pay to EQ all fees and other amounts stated in the applicable Order Form (“Fees”).  The Fees do not include of applicable sales, use, service, value-added or similar taxes or duties (“Taxes”).  In addition to the Fees, Customer will be charged for any applicable Taxes, unless Customer has provided evidence of its tax exempt status.  For clarity, no Fees will be due or payable while Customer is under a Free Trial. 
   2. Payment.  Customer will pay the Fees and applicable Taxes within 30 days of the applicable invoice or charge date.  If Customer has provided a payment method to EQ, Customer hereby authorizes EQ to charge such payment method for the applicable Fees and Taxes.  Fees are non-refundable and non-cancellable.  All Fees and Taxes will be charged in U.S. dollars.
   3. Fee Increases.  Unless otherwise set forth in the Order Form, EQ has the right to annually increase the Fees by up to the greater of (i) 3% or (ii) the annual increase in the Consumer Price Index for all Urban Consumers (CPI-U) published by the U.S.  Bureau of Labor Statistics or any successor index thereto.  
   4. Disputes.  If Customer has a bona fide dispute with respect to the Fees charged, Customer will notify EQ in writing within 30 days of the date of the applicable invoice or charge date and the Parties will work together in good faith to resolve such dispute.  
   5. Non-Payment.  Any Fees due to EQ by Customer that are not paid when due (including as a result of a failure of a Customer authorized payment method) will be subject to a late fee equal to 1.0% of the unpaid balance per month.  If Customer fails to pay any Fees when due for 30 days or longer, EQ may suspend the provision of the Services until all past due Fees have been fully paid.  

• Data Rights.

1. EQ Data.  As between the Parties, EQ owns all data that is contained in or otherwise accessible from the Services (other than data uploaded by Customer) (“EQ Data”) and all database structures used in or underlying the Services, and all metadata, analytics, log, system, or usage data derived from use of the Services (“Usage Data”).  EQ hereby grants Customer a royalty-free, non-exclusive, non-transferrable right to use the EQ Data in connection with the Services during the Term.  Customer agrees that EQ will have a right to freely use the Usage Data, including in connection with improving and developing the Services and EQ’s other products and services.
2. Customer Data. As between the Parties, Customer owns all data that it uploads to the Services or otherwise provides to the EQ hereunder (“Customer Data”).  Customer hereby grants EQ a royalty-free, non-exclusive, perpetual, irrevocable right to analyze, aggregate, benchmark, and otherwise use the Customer Data to develop and improve the Services and other EQ products and services; provided that EQ will not disclose to any third parties any Customer Data that identifies Customer or any natural person.  Unless otherwise agreed to by the Parties in writing, Customer agrees not to provide any “protected health information” (as defined under the Health Insurance Portability and Accountability Act of 1996) to EQ or the Services. 
3. CCPA Compliance.  Capitalized terms not otherwise defined in this Agreement that are used in this Section shall have the meanings given to them under the California Consumer Privacy Act (“CCPA”).  To the extent the Customer provides any Personal Information to EQ that is subject to the CCPA, the Parties agree that (i) EQ will be the Service Provider and Customer will be the Business; (ii) EQ will not Sell or Share such Personal Information; (iii) EQ will not retain, use or disclose such Personal Information for any purpose other than for the performance of Business Purposes, including the provision, maintenance, support and development of the Services or as otherwise permitted by the CCPA; and (iv) EQ will not retain, use or disclose such Personal Information outside of the direct business relationship between the Parties.  Each Party agrees to comply with all obligations that apply to it as a Service Provider or Business, as applicable, under the CCPA and shall protect the Personal Information Processed under this Agreement in accordance with the requirements set forth in the CCPA.  EQ will notify Customer if it determines that it can no longer meet its obligations as a Service Provider under the CCPA with respect to the Processing of Personal Information hereunder.  Each Party agrees to promptly notify the other Party of, and cooperate with the other Party in responding to and complying with, any requests made by a consumer exercising their individual rights under the CCPA with respect to Personal Information that is made available to the other Party hereunder.  
4. Data Security.  EQ has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are appropriate to its size, the nature and scope of its activities, and the sensitivity of the data it processes.  EQ has also implemented and maintains policies and procedures designed to reasonably safeguard and ensure the confidentiality and security of the Services and any Customer Data provided to the Services, including to protect the Services, and any Customer Data contained therein, against breach, loss, damage or unauthorized disclosure.  EQ uses industry standard tools and procedures to detect within, and avoid the introduction into, the Services of any malware, viruses or similar code and to EQ’s knowledge the Services do not contain any malware, viruses or similar code. 
5. Security Incidents.  Each Party agrees to notice the other Party without undue delay upon becoming aware of any compromise of the Services or data contained therein that may reasonably affect the other Party (“Security Incident”).  Each Party agrees to reasonably cooperate with the other Party in connection with investigating, mitigating and otherwise responding to any Security Incidents.  Neither Party will publicly announce the other Party’s involvement in a Security Incident without the other Party’s prior approval, unless otherwise required to comply with applicable law.  In the event that EQ reasonably suspects that Customer or an individual User has been compromised or otherwise would create a material security risk to the Services, EQ, Customer or other users of EQ’s products or services, EQ may immediately suspend access to the Services as reasonably necessary, and for so long as reasonably required, to remedy and mitigate such compromise or risk; provided the EQ will use commercially reasonable efforts to notify Customer of any such suspension and remove such suspension once the compromise or risk have been remediated. 

• Disclaimers; Limitations of Liability.

1. DISCLAIMERS.  EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ALL EXPRESS, IMPLIED, STATUTORY OR OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE) RELATING TO THE PROVISION OF THE SERVICES, INCLUDING ANY IMPLIED TERMS RELATING TO MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR ABILITY TO ACHIEVE A PARTICULAR RESULT ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED.  EQ DOES NOT CONTROL, OR HAVE ANY DUTY TO TAKE, ANY ACTION REGARDING HOW CUSTOMER MAY INTERPRET AND USE THE SERVICES OR EQ DATA OR WHAT ACTIONS CUSTOMER MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE SERVICES OR EQ DATA.
2. Disclaimer of Non-Direct Damages. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, REMOTE, EXEMPLARY, COLLATERAL, SPECULATIVE OR INDIRECT  DAMAGES OF ANY KIND (INCLUDING ECONOMIC DAMAGES, DAMAGES ARISING FROM INJURY TO PERSONS OR PROPERTY, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF OPPORTUNITY) ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE BREACH OR ALLEGED BREACH HEREOF, REGARDLESS OF FAULT, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF LEGAL THEORY OR BASIS.
3. Liability Cap.  EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY FOR ANY DAMAGES OR OTHER AMOUNTS ARISING OUT OF, UNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, OR THE BREACH OR ALLEGED BREACH HEREOF, WILL NOT EXCEED THE FEES PAID TO EQ BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

• Indemnities.

1. Customer Indemnification.  Customer will indemnify, defend and hold harmless EQ against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) (“Losses”) arising out of or in connection with: (i) any use by EQ of Customer Data in accordance with this Agreement; (ii) use of the Services in combination with any products, services, software, data, or other materials not provided by EQ or otherwise outside of the scope of this Agreement in a manner that infringes any third-party intellectual property rights; and (iii) any violation of law by Customer in connection with its use of the Services. 
2. EQ Indemnification.  EQ will indemnify, defend and hold harmless Customer against all Losses arising out of or in connection with: (i) any use by Customer of EQ Data in accordance with this Agreement; (ii) use of the Services in accordance with this Agreement in a manner that infringes any third-party intellectual property rights; and (iii) any violation of law by EQ in connection with its provision of the Services; provided that EQ will have no indemnification obligations with respect to (a) any Customer Data or the combination, or use of the Services in combination, with any products, services, software, data or materials not provided by EQ; or (b) any alteration, modification, or revision of the Services not authorized or performed by EQ. 
3. Infringement Claims.  If Customer’s use of the Services infringes is alleged to or reasonably expected to infringe any third-party intellectual property rights, EQ may: (i) obtain the right for Customer to continue using such Services; (ii) replace or modify such Services so they are no longer infringing; or (iii) in the event (i) and (ii) are not commercially reasonable, require Customer to cease use of such Services and terminate this Agreement and refund to Customer any prepaid Fees attributable to the portion of Services will not be available to Customer as a result of such early termination.  This Section together with the indemnity described above sets out Customer’s sole remedy, and EQ’s sole liability and obligation for, any actual or alleged claims or other Losses that the Services infringes any third-party intellectual property right.
4. Indemnification Procedure.  The Party seeking indemnification under this Agreement (“Indemnitee”) will promptly notify the indemnifying Party (“Indemnitor”) in writing of any Loss for which Indemnitee is seeking indemnification; provided that any failure or delay to give such notice will not excuse any indemnity obligations except to the extent such failure or delay prejudices Indemnitor’s ability to defend or settle such Loss.  Indemnitee will permit Indemnitor, at Indemnitor’s own expense, to conduct any litigation and negotiations for a settlement of the Loss including the employment of counsel reasonably acceptable to Indemnitee, and will reasonably cooperate with Indemnitor in assisting the defense, and in the negotiations or settlements, of any such claim, demand or action, at Indemnitee’s expense; provided that the Indemnitor will not make any admission, settle any claim or Loss or take any other action which might be prejudicial without the consent of Indemnitee, not to be unreasonably withheld or delayed.

• Confidentiality.

1. Confidentiality Obligations.  Each Party (“Receiving Party”) will keep confidential and not disclose to any person any confidential or proprietary information (“Confidential Information”) that is made available by the other Party hereunder (“Disclosing Party”), except (i) to the extent expressly permitted by this Agreement or by Disclosing Party in writing; (ii) to use Confidential Information in the performance of Receiving Party’s obligations or exercise of its rights under this Agreement; (iii) as requested or required by applicable law; and (iv) to any person employed or engaged by Receiving Party that has a reasonable need to know the Confidential Information.  Receiving Party will use at least the same degree of care to protect the Confidential Information of Disclosing Party from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information of similar importance, but not less than reasonable care.
2. Disclosure Required by Law.  In the event that Receiving Party is requested or required by applicable law, including by a regulatory authority, subpoena, court order, deposition, or other similar process, to disclose any Confidential Information, Receiving Party will reasonably comply with such request or requirement and will, to the extent permitted by applicable law, provide to Disclosing Party in writing prompt notice of any such request or requirement so that Disclosing Party may seek an appropriate protective order.  Receiving Party will not oppose any action by, and will cooperate with, Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.
3. Notice of Unauthorized Use.  Receiving Party will promptly notify Disclosing Party promptly after becoming aware of any actual loss or unauthorized use, disclosure of or access to Disclosing Party’s Confidential Information and take reasonable steps to limit, stop or otherwise prevent such loss or unauthorized use, disclosure or access.
4. Exclusions.  Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of the actions of Receiving Party or a person employed or engaged by Receiving Party contrary to their respective obligations of confidentiality; (ii) is or becomes available to Receiving Party from a third party free of any restrictions as to its use or disclosure; or (iii) is or was independently developed by Receiving Party without violation of this Agreement.

• Termination

1. 1. 1. Termination.  This Agreement may be terminated upon written notice by a Party in the event the other Party: (i) commits a material breach of this Agreement that remains uncured for 30 days following receipt of written notice thereof; or (ii) becomes subject to bankruptcy proceedings or the appointment of a receiver, liquidator, or similar officer over any of its assets or business of a Party.  
      2. Consequences of Termination.  Upon termination or expiration of this Agreement, (i) all rights granted by EQ under this Agreement, including all rights to use the Services will terminate; and (ii) Customer will stop using the Services.  Any provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall so survive. 

• General Terms

1. Governing Law; Jurisdiction.  This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws thereof.  The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  Any actions to enforce any arbitration award or judgment arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of the New York County, New York and the Southern District of New York and each Party irrevocably consents to such jurisdiction.  
2. Mutual Representations and Warranties.  Each Party represents and warrants that: (i) it is duly organized pursuant to, and validly existing under the laws of, the jurisdiction of its organization, and has the requisite power and authority to enter into this Agreement; (ii) this Agreement has been duly and validly authorized, executed and delivered by or on its behalf and this Agreement constitutes a valid, binding and enforceable agreement on it; (iii) the performance of its obligations under this Agreement will not conflict with, violate the terms of, or constitute a default under any law or agreement to which it is a party or by which it is bound; and (iv) It will materially comply with all applicable laws in connection with this Agreement.  
3. Updates.  Customer acknowledges and agrees that EQ may modify these Terms from time to time (“Update”). Customer will be notified of an Update through notifications or posts on the EQ website or the Services or through a form of direct communication from EQ to the Customer.  A Update of these Terms will be effective 30 days after being posted or after Customer has been notified directly.  In the event that an Update materially and adversely affects Customer, Customer shall be entitled to terminate this Agreement upon written notice to EQ within 30 days of the Update becoming effective.  If Customer does not terminate in response to an Update, Customer’s continued use of the Services will constitute acceptable of such Update. 
4. Force Majeure.  Except with respect to the Parties’ payment obligations hereunder, if either Party is prevented or delayed from or in performing any of its obligations under this Agreement by an event beyond the reasonable control of the affected Party (“Force Majeure Event”), including the following: (i) strike, lock-out or any other industrial action or labor dispute of a national or industry-wide nature; (ii) act of war (declared or undeclared), invasion, armed conflict, act of foreign enemy, blockage, embargo, revolution, riot, insurrection, civil commotion, hostility, sabotage or terrorism (cyber or physical); (iii) disruption to, or failure or confiscation of, any facilities, systems, software or equipment or any default of any third party; (iv) flood, fire, explosion, accident, epidemic, pandemic, plague, earthquake, unusual or extreme adverse weather or other catastrophes; and (v) any act of state or other exercise of sovereign, judicial or executive prerogative, such performance or non-performance shall be excused for the duration of the Force Majeure Event.
5. Assignment.  Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except that each Party may, without prior consent: (i) subcontract its obligations under this Agreement to any person; provided that it remains responsible for its obligations under this Agreement; or (ii) assign this Agreement in connection with a sale of all or substantially all of its business to which this Agreement relates.  Any assignment, transfer or novation in violation of this Section will be void.  
6. Notices.  Notices and other written communications hereunder may be given by EQ by general notice through the Services.  In addition, all notices and other written communications hereunder must be in writing (or electronic) and delivered personally or by overnight courier, billed to sender or by certified or registered U.S. mail, return receipt requested, postage prepaid, or via email to all the Parties at the addresses set forth in the Order Form or to such other place as a Party may designate by written notice to the other Party.
7. Export.  Customer acknowledges that the Services and EQ Data may be subject to certain export laws or restrictions and Customer agrees that it will not import, export, disclose or otherwise transfer the Services or EQ Data to any person or country that is subject to sanction or exclusion under, or otherwise in violation of, applicable laws.
8. Publicity.  Unless otherwise stated in the Order Form or if Customer chooses to opt-out by sending an email to [email protected] with the subject line “Publicity Opt-Out”, Customer agrees that EQ will be entitled to, following initial delivery of the Services, publicize that Customer is a customer of EQ and has purchased the Services.  
9. Amendments.  Except with respect to Updates, no amendment or change to this Agreement will be binding on either Party unless it is made in writing and signed by, or on behalf of, each Party.
10. Entire Agreement.  This Agreement contains the entire agreement between the Parties relating to its subject matter and supersedes any prior agreements, representations, or understandings between them whether in writing or oral.  EQ will not be bound by any term, condition or other provision, howsoever related or submitted, which is different from or in addition to the provisions of this Agreement, including in any purchase order or other documentation provided by or behalf of Customer.  Each Party acknowledges and agrees that it has not relied on, and will have no remedy in respect of, any representation made, but not expressly set out in this Agreement.  In the event of a conflict between these Terms and the Order Form, the Order Form will control.
11. No Third-Party Beneficiaries.  This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions, provided that this does not affect any right or remedy of such a person.  
12. Severability.  If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be interpreted to reflect the intent of the original provision and modified to the minimum extent necessary to make it valid, legal and enforceable, and the validity and enforceability of the rest of this Agreement will otherwise remain unaffected.
13. Relation of the Parties.  EQ is an independent contractor of Customer.  Nothing in this Agreement will be deemed to constitute a partnership or any employment relationship between the Parties nor, will anything in this Agreement be deemed to create any agency relationship between the Parties for any purpose.  
14. No Waiver.  Except to the extent otherwise expressly stated in this Agreement, no delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement will operate as a waiver of that right or remedy.  Any single or partial exercise of any right, power or remedy will not preclude any other or further exercise of the same.
15. Counterparts.  An Order Form or other document in relation to this Agreement may be executed in any number of counterparts, each of which when executed will be an original, and all counterparts together will be the same agreement.
16. Electronic Signatures.  Each Party may evidence their signature under this Agreement by transmitting by email a signed signature page in PDF or other customary electronic format together with the final version of the executed document or by electronically signature (e.g., through a third-party electronic signature service provider).  
17. Interpretation.  In this Agreement, unless the context otherwise requires: (i) references to this Agreement or any other agreement, document or law will be construed as references to this Agreement or such other agreement, document or law as the case may be, as the same may have been, or may from time to time be, Updated, amended, or supplemented; (ii) any phrase introduced by the words “including”, “includes”, “in particular”, “for example” or similar will be construed as illustrative and without limitation to the generality of the related general words; (iii) references to a “person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity and are also to its permitted successors and assigns (iv) law will be interpreted encompass all legal requirements, including statutes, ordinances, regulations, rules, codes, orders, constitutions, judgments, decrees or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction; (v) a reference to “writing” or “written” includes email notice as set forth in this Agreement; (vi) the words “herein,” “hereof,” “hereunder,” and the like refer to this Agreement as a whole and not to any particular attachment, document or section; (vii) “third party” reference to any person other than Customer or EQ or their affiliates; and (viii) the word “or” is used in the inclusive sense, commonly associated with “and/or.”  The Parties agree that the rules of construction that ambiguities are resolved against the drafting Party will not apply in the interpretation of this Agreement.