End User License Agreement (EULA)

PLEASE READ CAREFULLY. BY ACCESSING AND USING THE INVISORY, INC. (“INVISORY”) SERVICES YOU AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT (“Agreement”). “Services” means and includes any and all Invisory products and services made available to Customer from Invisory (including without limitation any onboarding services, online services, tools, or software) as part of a subscription service Customer has obtained through a cloud marketplace platform.

If you are accepting this Agreement and using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to this Agreement , in which case the words “you” and “your” and “Customer” shall refer to such entity. This Agreement may be modified by Invisory from time to time in its sole discretion with or without notice to you. Any modifications shall be effective upon re-posting of this Agreement by Invisory. Any use or access of the Services after such change has been made, will constitute acceptance to the modified terms. 

1        Users

1. Customer may only designate the number of individual users set forth in your subscription order (each a “Registered User”). You will designate an individual as the application administrator for your organization who will be responsible for setting up a username and a password for each Registered User. Customer is responsible for each Registered User’s compliance with this Agreement and or any person to whom Customer has given access to the Services or who gains access to the Services even if such use was not authorized by you.
2. Customer is solely responsible for all actions of the Users, including the content of all visual, written or audible communications. Customer represents and warrants that it will not use the Services in any way that is unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Invisory and its third-party suppliers and partners are not responsible for the misuse of the Registered User Account, Invisory and its third party suppliers and partners may delete any content in violation of the foregoing that Invisory or its third party suppliers or partners become aware of, at any time without notice. “User” means any individual who has access to the Services through Customer, regardless of whether it is a Registered User or a marketplace purchaser.

2        Term

This Agreement will remain in full force and effect for so long as you are using the Services. In the event Customer fails to pay fees when due, Invisory may upon 15 day’s written notice terminate Customer’s access to and use of the Services. In the event of a material breach of this Agreement by Customer (other than nonpayment of fees), Invisory may immediately suspend Customer’s access to and terminate Customer’s right to use the Services. After this Agreement is terminated or expires, the following provisions of this Agreement will remain in effect: Sections 1.B, 2, 7-13, and any other Section that by its nature survives termination. Upon termination of services the Customer agrees to permit removal of any Invisory software installed on the Customer’s infrastructure.

3        Availability of Services

Invisory will attempt to provide continuous availability to the Services. In the event that it is unable to provide access for reasons beyond its control, Invisory will communicate the reasons for the outage and expected duration of the outage to Customer. These outages could be due to third parties that the Service depends on, such as Customer’s cloud marketplace provider or third party hosting service providers. While Invisory will make commercially reasonable attempts to backup all Customer data, in the event of recovery from an outage, the Customer may have to perform reconfiguration services. Invisory and its third party service providers have implemented commercially reasonable technical and organizational security measures designed to meet the following objectives: (a) ensure the security and confidentiality of Customer data in Invisory’s and/or its third party service providers’ custody and control; (b) protect against anticipated threats or hazards to the security or integrity of Customer data; (c) protect against unauthorized access to or use of Customer data; (d) encrypt Customer’s Content and data during transmission by Invisory and its third party service providers and when being uploaded by Customer for use in connection with the Services using an https connection; and (e) ensure that Invisory’s return or disposal of Customer data is performed in a manner consistent with industry standards.

3.1      Authorization to Access other Applications

In order to utilize Invisory’s Services and participate on cloud marketplace platforms, Customer will be required to obtain access to such third-party Applications from their providers (such as the Cloud Marketplace providers), and Customer may be required to grant Invisory access to such account(s) on these third-party Applications in order to use features in the Services designed to interoperate with such applications and platforms. Customer hereby grants Invisory access rights to Customer’s applicable account(s) and authorizes Invisory to perform the required actions on Customer’s behalf to configure such accounts and install Invisory’s Transact Application software.  Customer further authorized Invisory to keep such software updated as needed and to remove such software upon expiration or termination of a Subscription Term.

4        Proprietary Rights in Content of Invisory

The Services contain the copyrighted material, trademarks, patents, trade secrets, and other proprietary information (“Intellectual Property”) of Invisory and its suppliers and licensors. Invisory and its suppliers and licensors own and retain all proprietary rights in and to the Services. Customer is not permitted to resell, assign, sublicense the rights under this Agreement or the Services in whole or in part. Customer shall not decompile, disassemble, reverse engineer (except to the extent permitted otherwise by applicable laws), reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Services. No title or ownership of any rights are transferred to Customer under this Agreement, Invisory and its applicable third party suppliers and partners hereby reserve all rights in and to the Services. Except for the express license rights granted herein, no other licenses implied or otherwise are granted to Customer. Invisory grants you a perpetual, worldwide, fully-paid, royalty-free license to use and copy the Output. “Output” means the reports generated and made available to you through the use of the Services.

5        Customer Information Provided to Invisory

Customer will retain all Intellectual Property rights in Customer Intellectual Property that may be provided by Customer to Invisory (“Customer Property”) under this Agreement. Invisory will not publicly disclose any User specific information but may disclose aggregated and de-identified User information related to the Services, provide such use is permitted by applicable law. . You understand and agree that Invisory may copy, use and modify any information that you provide to Invisory, including all suggestions supplied by you that relate to the Services (collectively, “Content”) for the sole purposes of providing the Services to you. You represent and warrant that you have the right to provide such Content to Invisory and such Content does not infringe, misappropriate, violate or contravene any laws, regulations or third party rights (including, without limitation, any rights in Intellectual Property).

5.1      Data Rights to Customer Data.

Customer grants Invisory a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, and publish such Customer Data for the purpose of performing Invisory’s obligations under this Agreement. Customer agrees that  Invisory may anonymize, aggregate, or de-identify Customer Data.  Invisory may use non-identifying data or system data to analyze performance and utilization of the Invisory products and services; to provide aggregate reporting to investors, shareholders, prospects, or other clients; or to develop and/or improve subsequent generations of Invisory products and services.

5.2      Confidential Information

1.     Each Party anticipates that it may be necessary to provide access to Confidential Information to the other Party in the performance of this Agreement. Confidential Information also includes proprietary or confidential information of any third party that may be in the disclosing Party’s possession, as well as the terms of this Agreement.
2.     Confidential Information does not include information that: (a) becomes known to the public through no act of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is made known to the receiving Party by a third party having the right to disclose it; or (d) is independently developed by Personnel of the receiving Party who have not had access to such information. Customer Data that has been anonymized or de-identified to remove Personal Data is not considered Confidential Information.
3.     Each Party agrees that it will maintain the confidentiality of the other Party’s Confidential Information for a period of five (5) years following the date of termination or expiration of this Agreement  and will do so in a manner at least as protective as it maintains its own Confidential Information of like kind but in no event with less than a reasonable degree of care; provided, however, that the confidentiality obligations for Personal Data shall be perpetual and all obligations regarding Confidential Information constituting a trade secret will remain in effect until the information ceases to be considered a trade secret under Applicable Law.
   
4.     Disclosures of the other Party’s Confidential Information will be restricted (i) to a Party’s personnel (including personnel employed by such Party’s Affiliates) and subcontractors with a need to know such Confidential Information in connection with the performance of this Agreement, provided such parties are bound by obligations of confidentiality substantially similar to the terms of this Agreement, and (ii) to a Party’s business, legal and financial advisors, provided such parties are bound by obligations of confidentiality substantially similar to the terms of this Agreement. Each Party agrees not to use any Confidential Information of the other Party for any purpose other than the business purposes contemplated by this Agreement. Pursuant to Section 3 (c) and Section 6 (b) herein, Customer acknowledges that Invisory may use aggregated and anonymized Customer data for Invisory’s internal business purposes, such as research, development and improvement of the Services. At the written request of a Party, the other Party will either return, or certify the destruction of, such Party’s Confidential Information.
5.       If a receiving Party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving Party will give the disclosing Party prompt notice of such request so that the disclosing Party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

5.3      Privacy and Data Protection

1.     In performing its obligations under this Agreement, Invisory and Customer will each comply with all applicable data privacy legislation. Without limitation to this, Customer shall ensure that any disclosure of Personal Data, whether in relation to Customer’s employees or otherwise, made to Invisory by Customer or on its behalf is made with the data subject’s consent or is otherwise lawful. In so far as any disclosure relates to Customer’s own employee or subcontractor, Customer shall notify that employee or subcontractor that Invisory and its affiliates may: (a) use the Personal Data to provide Customer with the Services, and (b) disclose the personal data to Customer approved third parties to provide the Services, subject to confidentiality and data privacy terms no less restrictive than the terms set forth herein.
2.     Except as expressly set forth in the Agreement, Invisory shall not (a) have, derive or exercise any rights or benefits regarding Customer’s Personal Data, (b) sell or share Customer’s Personal Data, or (c) collect, retain, use, disclose, or combine Customer’s Personal Data except as necessary for performing the Services or as otherwise permitted by Applicable Law except as permitted by the Agreement. 
3.     Invisory shall permit Customer to take reasonable steps to ensure that Invisory uses Customer’s Personal Data in a manner consistent with applicable data privacy legislation and such reasonable steps will consist of Customer requesting, within reasonable intervals, all information reasonably required to demonstrate Invisory’s compliance with its obligations under applicable data privacy legislation. Upon Customer’s request, Invisory shall provide Customer with commercially reasonable assistance in relation to the handling of a consumer’s request for exercising the consumer rights laid down in the applicable data privacy legislation, taking into account the nature of Invisory’s processing of Customer Personal Data and solely to the extent Customer is unable to fulfill such requests through the Services.
4.     Invisory will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include measures designed to prevent access, use, modification or disclosure of Customer Data by Invisory personnel except as expressly set forth in this Agreement. The Services shall be performed in accordance with Invisory’s Information Security Policies

6        Use of Services

You must use the Services in a manner consistent with any and all applicable laws and regulations. Invisory and its suppliers use reasonable efforts to protect the confidentiality of Content you provide. Invisory cannot guarantee that unauthorized third parties will never be able to defeat those measures to access Content for improper purposes. Customer acknowledges that there are risks inherent in internet connectivity that could result in the loss of Customer’s privacy, confidential information and property. Customer also acknowledges that Customer is under no obligation to provide to Invisory Customer’s confidential information in order to use the Service. The Invisory Privacy Notice as amended from time to time, is hereby incorporated by reference into this Agreement. Please contact us (support@Invisory.co) with any questions regarding this Agreement.

7        Disclaimer

EXCEPT AS SET FORTH HEREIN, AND SUBJECT TO APPLICABLE LAW, (A) THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK, AND (B)  INVISORY MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS AND COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF, OR RELATED TO, THE SERVICES OR THEIR PERFORMANCE OR NON-PERFORMANCE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, APPLICATIONS OR HOSTING PROVIDERS.

INVISORY IS NOT RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES THAT ARISE FROM (1) ANY DISCLOSURE, MODIFICATION OR DELETION OF CUSTOMER DATA RESULTING FROM ACCESS BY A THIRD-PARTY APPLICATION; (2) CUSTOMER EXECUTING INVISORY SERVICES IN AN INSTANCE CUSTOMER IS USING FOR ANOTHER PURPOSE; OR (3) CUSTOMER’S INSTALLATION, CONNECTION, ENABLEMENT, USING OR SHARING OF ANY INTEGRATION, FEATURE, ACTIONS, OR SUGGESTIONS THAT ARE PART OF THE SERVICES.

CUSTOMER RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. INVISORY SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CUSTOMER MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CUSTOMER UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.

CUSTOMER AGREES THAT ITS PURCHASES ARE NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, OR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY INVISORY REGARDING FUTURE FUNCTIONALITY OR FEATURES.

INVISORY DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, OR CUSTOMER DATA WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF INVISORY OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY THAT IS NOT IN THIS AGREEMENT.

In the case of Third Party Services, the third party will be responsible for providing the Third Party Services to Customer, and Customer will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Services.

8          Limitation of Liability

UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL EITHER PARTY, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: ANY  LOSS OF PROFITS, LOSS OF SALES OR TURNOVER, LOSS OR DAMAGE TO REPUTATION, BUSINESS, REVENUES OR SAVINGS, LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, AND WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. IN THE EVENT OF ANY LIABILITY INCURRED BY EITHER PARTY OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF EACH PARTY AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE UNITED STATES DOLLAR AMOUNT PAID BY CUSTOMER UNDER ALL SALES ORDERS FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION FIRST AROSE.

ALL EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT AND/OR ANY STATEMENT OF WORK OR ORDER FORM SHALL ONLY APPLY SO FAR AS PERMITTED BY LAW. IF THE DISCLAIMER OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 ARE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Collective Liability. The provisions and limitations of this Section will apply to Customer and all of Customer’s Affiliates purchasing Services hereunder in the aggregate, meaning Invisory’s liability to Customer and/or one or more of Customer’s Affiliates for an incident or series of related incidents, collectively, will be limited to the aggregate amount paid by Customer and Customer’s Affiliates as set forth in this Section.

9          U.S. Export Controls

The Services are subject to United States export controls. The Services may not be exported or reexported (i) into the territory of (or to a national or resident of) Cuba, North Korea, Iran, Syria, Sudan, or any other Country to which the U.S. has embargoed goods or services; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accessing and using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

10        Dispute Resolution

This Agreement shall be governed by the laws of the State of Idaho without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You and Invisory agree to submit to the exclusive personal jurisdiction of, and agree that venue is proper in, the state and federal courts located in Idaho in such legal action or proceeding. Notwithstanding the foregoing, Invisory may seek injunctive or other equitable relief to protect its Intellectual Property rights in any court of competent jurisdiction.

11        Electronic communications

The communications between you and Invisory use electronic means, whether you send us emails, or whether Invisory posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Invisory in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Invisory provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waiveable rights.

12        Indemnity

12.1     Indemnification by Invisory

Invisory will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of a Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer“), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly give Invisory written notice of the Claim Against Customer, (b) give Invisory sole control of the defense and settlement of the Claim Against Customer (except that Invisory may not settle any Claim Against Customer, without Customer’s written consent, unless it unconditionally releases Customer of all liability), and (c) give Invisory all reasonable assistance, at Invisory’s expense. If Invisory receives information about an infringement or misappropriation claim related to a Service, Invisory may in its discretion and at no cost to Customer (i) modify the Service so that it no longer infringes or misappropriates, without breaching Invisory warranties, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Notwithstanding the foregoing, the above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from (i) modifications to the Services made by a party other than Invisory, (ii) the combination of the Services of any part thereof with any other products, hardware, software, applications, processes, or technologies, to the extent the alleged infringement would have been avoided but for such combination, or (iii) any unauthorized use of the Services or breach of this Agreement.

12.2     Indemnification by Customer

Customer will defend Invisory against any claim, demand, suit or proceeding made or brought against Invisory by a third party alleging that Customer Data, or Customer’s use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights, or violates any third party privacy rights (a “Claim Against Invisory“), and will indemnify Invisory from any damages, attorney fees and costs finally awarded against Invisory as a result of, or for any amounts paid by Invisory under a court-approved settlement of, a Claim Against Invisory, provided Invisory (a) promptly give Customer written notice of the Claim Against Invisory, (b) give Customer sole control of the defense and settlement of the Claim Against Invisory (except that Customer may not settle any Claim Against Invisory, without Invisory written consent, unless it unconditionally releases Invisory of all liability), and (c) give Customer all reasonable assistance, at Customer’s expense.

Additionally, Customer shall indemnify, defend, and hold Invisory its parent, Affiliates, officers, directors, and employees harmless from and against any third-party lawsuit, claim, liability, loss, penalty, or other expense (including attorneys’ fees and cost of defense) arising from Customer’s (1) breach of this Agreement, (2) violation of Applicable Law, and  (3) usage of the Services from Customer’s login credentials.

12.3     Exclusive Remedy

This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other Party for any type of claim described in this Section.

13       Other

1. Governing Law, Binding Arbitration, and Waiver of Jury Trial. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota without giving effect to its conflicts of law rules. Each of the Parties to the Agreement consents to the exclusive jurisdiction and venue of the US District Court for the District of Minnesota or the applicable state trial court sitting in Minneapolis, Minnesota and having subject matter jurisdiction.
2. Binding Arbitration.  In the event the Parties cannot resolve in good faith any controversy or claim arising out of or relating to the interpretation of the terms, conditions or provisions of this Agreement or any Order Form (any such controversy or claim being hereinafter referred to as a “Dispute”) promptly through discussions between themselves at the operational level or through the intervention of their respective senior executives, either Party shall have the right to refer the Dispute to binding arbitration before a single arbitrator located in Minneapolis, Minnesota in accordance with the commercial rules and practices of the American Arbitration Association then in effect.  The arbitration will be conducted only in English, and with one arbitrator, mutually chosen by the Parties. If the Parties cannot agree on the arbitrator, one will be appointed under the applicable rules.  THE PARTIES EACH WAIVE THE RIGHT TO A TRIAL BY JURY. The arbitrator shall have the power to order specific performance of any term or provision of this Agreement or any Order Form if requested by either Party.  Any award, order or judgment pursuant to such arbitration shall be deemed final and binding and may be enforced in any court of competent jurisdiction.  The Parties agree that the arbitrator shall have no power of authority to make award or issue orders of any kind except as expressly permitted by this Agreement or any Order Form.  The arbitrator’s award of damages must be consistent with the terms of the limitations of liability in this Agreement as to the types and the amounts of damages for which a Party may be held liable.  All such arbitration proceedings shall be conducted on a confidential basis.  The arbitrator may, as part of the arbitration award, permit the substantially prevailing party to recover all or part of its attorney’s fees and other out-of-pocket costs incurred in connection with such arbitration.  Notwithstanding the above, either Party may apply to a court of competent jurisdiction for temporary injunction, restraining order, or other emergence relief to remain in effect as directed by the Court, but not to extend beyond the entry of relief under the above arbitration provisions.
3. Assignment.  Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity securities.
4. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
5. Digital Millennium Copyright Act. Invisory respects the intellectual property rights of others.  If Customer believes that any material available on or through the Services infringes upon any copyright Customer owns or controlscontrol, please notify our Designated Copyright Agent at ( legal@invisory.com ).  Invisory complies with the Digital Millennium Copyright Act (the “DMCA”) with regard to material on the Services that allegedly violates a third party’s copyright.  Invisory reserves the right to delete or disable the content alleged to be infringing, and to terminate the Subscription Term or Agreement for repeat alleged infringers.
6. Marketing and Publicity. Customer hereby authorizes Invisory to advertise, reference and display Customer’s name, logo, and/or trademark without notice to or additional consent by Customer in connection with Invisory’s promotional materials as deemed appropriate by Invisory. 
7. Severability. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
8. Waiver. If one Party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that Party retains the right to enforce that term or provision at a later time.
9. Notices. All legal notices, permissions, and approvals hereunder shall be in writing and shall be and delivered in person, via certified mail, return receipt requested, or by overnight express mail. If accepted and acknowledged by the other Party, notices may also be deemed to have been given upon the first business day after sending by email to Invisory, addressed to legal@invisory.com. Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be sent to the contact identified in the Order Form or at Customer’s address above. 
10. Survival. The provisions of this Agreement that by their terms call for performance subsequent to termination of the Subscription Term, or subsequent to the termination of this Agreement, will survive such termination.
11. Force Majeure.  Except for payment obligations, neither Party shall be liable to the other Party or deemed to be in default for any delay or failure in performance of any obligation under the Agreement or interruption of to the extent caused by a condition (for example, natural disaster, an act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the reasonable control of such Party. 
12. Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. You shall not permit access or use any Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
13. Entire Agreement and Order of Precedence. This Agreement, including any Order Forms or SOW, is the entire agreement between Customer and Invisory regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The Parties agree that any term or condition stated in Customer’s purchase order or in any other vendor procurement or similar documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form or SOW, (2) this Agreement, and (3) the Documentation.
14. Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation.  Nothing in this Agreement will limit either Party’s ability to seek equitable relief.

14         Publicity

You grant Invisory the right to identify you as a user in Services promotional material. At any point in time you can submit a written request via email to support@Invisory to have Invisory remove your name, within thirty days of your request, from promotional material.

15         Support

Invisory provides technical support as governed by the order form or Statement of Work(SoW).