End User Licensing Agreement

This End User Licence Agreement (‘Agreement’) sets out the terms governing the use and provision of Software developed by Cority Software Inc. and made available to Client through its agreement with Cority’s authorised reseller (“Partner”).

Client acknowledges that its access to and use of the Platform and/or Cloud Services is subject to and conditional upon compliance with the terms of this Agreement, which has been incorporated into and forms part of the agreement between Client and Partner. Client’s obligation to comply with this Agreement arises from and is governed by its agreement with Partner, and this Agreement does not constitute, and shall not be interpreted as creating, any direct contractual relationship between Client and Cority.

1. DEFINITIONS
Defined terms shall have the meanings set out below:
1.1. “Affiliate” means an entity that controls, is controlled by, or is under common control with another entity.
1.2. “AI Functionality” means any feature, capability, module, or process within the Platform that uses, incorporates, relies upon, or interoperates with artificial intelligence technologies, including but not limited to machine learning, large language models, natural language processing, predictive algorithms, or other similar or successor artificial intelligence methods, to perform automated tasks, generate insights, process user data, or otherwise enhance or automate aspects of the services provided to the Client.
1.3. “Cority IP Rights” means copyrights, designs, patents, trademark rights, domain names, and any other proprietary intellectual property rights and know-how to the Platform, including the software, any Enhancements, and the Documentation.
1.4. “Client Data” means any data, including Personal Information, submitted by Client to the Platform.
1.5. “Documentation” means any user guides, manuals, and other documentation that may be provided by Cority from time to time regarding the Platform.
1.6. “Effective Date” is the effective date specified in the Order Form. If no date is specified, it shall be the date on which the last party executed the Order Form.
1.7. “Enhancements” means updates, upgrades, modifications, improvements, developments, new features, or other enhancements related to the Platform.
1.8. “Initial Term” is listed in the Order Form. If no date is specified, the initial term shall be 12 months from the Effective Date.
1.9. “Modules” means the modules listed in the Order Form as included in the Client’s subscription to the Platform and any modules subsequently added hereto by separate written agreement between the Partner and the Client, as communicated in writing to Cority.
1.10. “Order Form” means an order form or contract executed between the Client and the Partner for access to the Platform and any related offerings or services.
1.11. “Output” means any data, reports, documents, files, work product, or other information, including results, insights, or content, that is generated, produced, compiled, or made available to the Client by or through the Platform as a result of the Client’s access to, or use of, the Platform, whether such output is generated automatically or at the user’s request.
1.12. “Personal Information” means any information input by or on behalf of Client into the Platform relating to an identified or an identifiable natural person.
1.13. “Platform” means Cority’s hosted software platform(s) made available to Client hereunder, as listed in the Order Form, including maintenance, underlying server infrastructure services, and as well as any Enhancements and Third-Party Software.
1.14. “Section” means the sections of this Agreement.
1.15. “Third-Party Sites” means any websites, platforms, applications, or other software or materials owned and operated by third parties.
1.16. “Third-Party Software” means any software developed by a third-party that is resold by Cority or integrated within the Platform.
1.17. “Users” means one or individuals granted access to the Platform through a license subscription purchased by Client.

2. PLATFORM LICENSE
2.1. Grant of license. Subject to Client’s compliance with the terms and conditions set out in the Agreement and Client’s payment of all applicable fees under the Order Form, Cority grants Client a non-exclusive, non-sublicensable, and non-transferable right to access and use the Platform. Client may only use the Platform for Client’s internal business purposes in accordance with this Agreement and the Documentation.
2.2. Restrictions. Client will not and will ensure its users do not, directly or indirectly:
a) sell, lease, license, sublicense, rent, assign, distribute, transmit, host, outsource, disclose or otherwise make the Platform available, in whole or in part, to any third party, except where strictly necessary to enable access to the Platform’s functionalities by Client’s own authorized end-users in connection with the delivery of Client’s internal business operations or services, and provided such use does not constitute sublicensing or redistribution of the Platform itself;
b) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform; decompile, disassemble or reverse engineer the Platform, or attempt to access any source code included in the Platform;
c) use the Platform to develop any competing offering;
d) upload, transmit, or submit any viruses, malware, or malicious code, or other harmful materials to the Platform, or otherwise interfere with the operation of the Platform;
e) attempt to gain any unauthorized access to the Platform or any part thereof or breach or circumvent any technical or organizational security or authentication measures implemented by or on behalf of Cority;
f) use the Platform for any unlawful purpose or in an unlawful manner or in a way that would infringe on the rights of others;
g) remove, alter or obscure any trademark or copyright notices contained in the Platform;
h) provide any false or misleading information or any information it does not have the right to provide;
i) otherwise violate the Documentation and/or any of Cority’s other published rules, policies, or guidelines; or
j) perform any security or penetration testing, or benchmarking analysis, of the Platform.
k) misrepresent Output generated by AI Functionality as having been human-generated;
l) use Output generated through AI Functionality without appropriate human oversight and validation;
m) rely on the Platform, AI Functionality or its Output to provide, or interpret it as providing, medical advice, diagnosis, screening, monitoring, prognosis, treatment recommendations, or any medical purpose.
n) bypass, disable, interfere with, or attempt to circumvent safety features, guardrails, or content filters embedded in the Platform, including via prompt injection or adversarial inputs;
o) use the Platform or its Output outside of its intended scope, which is outlined in Documentation.
2.3. AI Addendum. The access to and use of AI Systems is governed by and subject to Cority’s AI Addendum, which is available at: https://www.cority.com/legal-center/ai-addendum/ and deemed incorporated herein by reference.
2.4. Group license. Notwithstanding the foregoing, Client may sublicense the Platform to its Affiliates, provided that Client ensures such Affiliates comply with this Agreement. Client shall be responsible towards Cority for any non-compliance with this Agreement by an Affiliate. For the avoidance of doubt, sublicensing to an Affiliate under this Section 2.2 shall not affect Client’s obligations towards Cority under the Agreement.

3. ACCESS TO THE PLATFORM, PRODUCT SPECIFIC TERMS AND CONDITIONS AND SOFTWARE SUPPORT
3.1. General. The Platform is delivered as an online software-as-a-service operated by Cority. To use the Platform, Client must meet the technical requirements set out in the Documentation.
3.2. Product Specific Terms and Conditions. Cority offers software and recurring professional services that are subject to product specific terms and conditions, which are accessible online via https://www.cority.com/legal-center/product-specific-terms-conditions/ which may be updated from time to time and which are incorporated herein by reference.
3.3. Support. Cority will provide support to Client and its Affiliates in accordance with the Service Level Agreement, which is accessible online via https://www.cority.com/legal-center/service-level-agreement/, which may be updated from time to time and which is incorporated herein by reference. Prior to using Cority’s support services, the Client and its Affiliates’ Users are required to be reasonably familiar with the Platform either through formal training provided by Cority or the equivalent in informal training provided by the Client or its Affiliates’ staff. Support does not include implementation services, programming, report generation or resolution of the Client and its Affiliates computer system problems that are unrelated to the operation of the Software.

4. LICENSING OF THIRD-PARTY SOFTWARE
4.1. Third-Party Software. Cority warrants that is the right to license Third-Party Software to Client.
4.2. Subcontractors. Cority shall be responsible for its use of any subcontractors, as if Cority had performed such services itself. By entering into this Agreement, Client authorizes Cority to use of the subcontractors set out on its website at https://www.cority.com/legal-center/cority-sub-processors/, which is incorporated herein by reference and which may be updated from time to time. Client accepts any standard terms of these subcontractors in effect from time to time, and Client shall indemnify Cority from and against any losses incurred in connection with Client’s breach of such standard terms. Irrespective of the foregoing, Cority may freely perform further outsourcing or chain outsourcing of services.

5. SCOPE OF LICENSE
5.1. Platform. The license to the Platform includes access to the Modules subscribed for by Client as set out in the Order Form, or in a separate statement of work executed by both Parties, with features as described in the Documentation. Unless otherwise expressly stated in the Order Form, the Platform will be hosted in Cority’s standard cloud environment.
5.2. Enhancements. Client acknowledges that it is entering into this Agreement on the basis of the Platform as it exists today, and not in reliance upon any requested or anticipated Enhancements. Enhancements are developed and released at Cority’s sole discretion, and Cority is only obligated to provide or procure Enhancements necessary to keep the Platform in an operational state. Enhancements will be the sole property of Cority, and for avoidance of doubt Client hereby assigns any right, title, or interest it may otherwise have in any such Enhancements to Cority.
5.3. Exclusions. The license to the Platform does not cover the following or in the following situations:
i. hardware, software, or other components which are not part of the Platform;
ii. errors or problems caused by or contributed to by hardware, software or other components, which are not provided by Cority;
iii. errors or problems caused by Client or its users not following the instructions and recommendations from Cority;
iv. if Client has rejected the implementation of any Enhancement;
v. errors or problems caused by third parties not acting on behalf of Cority; or
vi. Client not fulfilling its obligations in this Agreement, including as set out in Section 6.

6. CLIENT OBLIGATIONS AND USERS
6.1. General. Client shall follow all reasonable instructions and recommendations given by Cority in respect of the use of the Platform, including Cority’s published rules, policies, or guidelines. Client shall cover any additional costs of Cority incurred by Client not fulfilling its obligations.
6.2. User Access. Client is solely responsible for managing user access, both for Administrators and regular users, to the Platform and, thus, the Client Data, including Personal Information, accessible therein.
6.3. Unauthorized Access or Use. Client will prevent any unauthorized access to, or use of, the Platform and, in the event of any such unauthorized access or use, promptly notify Cority. Client is solely responsible for ensuring that its Users access means remain secure and confidential and will notify Cority immediately if it suspects any unauthorized use of a user account.
6.4. Responsibility for Users. Client will be fully responsible for the Users’ authentications, for any actions taken using Client’s user accounts, and for any acts or omissions of Client’s personnel. If requested by Cority, Client will provide a list of its then-current Users within 5 days.
6.5. Training data. Customer shall deliver and lawfully disclose the data which has been generated through its use of the Platform to Cority in an anonymized fashion for Cority’s further development of the Platform. Customer must ensure that there is no Personal Information contained in such training data.
The above-mentioned delivery is ensured by the Customer’s instructions to Cority, as outlined in Cority’s standard data processing agreement in force from time to time, to anonymize the Personal Information and to transfer and disclose the anonymized data to Cority as a recipient. In accordance with the instructions, Cority has the discretion to determine how the anonymization is carried out.

7. FEES AND PAYMENT
7.1. General. Client is responsible for paying Partner the fees as set forth in the Order Form in accordance with the applicable payment terms.

8. TERM AND TERMINATION
8.1. Term; Renewal. The Agreement will take effect on the Effective Date and, unless terminated earlier in accordance with Section 8.2, will continue for the Initial Term. Unless otherwise set forth in the Order Form, the Agreement will automatically renew upon expiry of the Initial Term for successive renewal periods of equal duration as the Initial Term (each, a “Renewal Period” and together with the Initial Term, the “Term”), unless either Party terminates the Agreement by giving at least 60 days’ written notice prior to the end of the then-current Initial Term or Renewal Period.
8.2. Termination for Cause. Either Party may terminate the Agreement immediately for cause if the other Party materially breaches the Agreement and does not cure such breach within 30 days from receipt of written notice thereof or, if the breach is not curable, without further notice. Further, Cority may terminate the Agreement immediately upon written notice to Client if Client:
i. files, or has filed against it, a petition under any law relating to insolvency or the protection of creditors;
ii. makes an assignment of the benefit of creditors;
iii. has a receiver or similar official appointed for all or substantially all of its assets;
iv. uses the Platform for any unlawful purpose or in an unlawful manner;
v. breaches the provisions on Cority IP Rights in this Agreement or otherwise infringes Cority IP Rights; or
vi. breaches the standard terms of any of Cority’s licensors or subcontractors.
8.3. Effect of Termination. Termination or expiration of the Agreement will not affect any already-accrued obligations or liabilities (including Client’s obligation to pay all fees owed). Upon the expiration or termination of this Agreement, Client’s right to access the Platform will immediately end, and Client shall be under an obligation to return all material related hereto to Cority, including the Documentation.
8.4. Survival. The provisions of Sections 2.2 (Restrictions), 5.3 (Enhancements), 8.3 (Effect of Termination), 8.4 (Survival), 10.2 (Disclaimer), 11 (Confidential Information), 12 (Client Data), 13 (Personal Data), 14 (Intellectual Property Rights), 15 (Liability) and 17 (General) of this Agreement will survive the expiration or termination of the Agreement in addition to those Sections that in accordance with their content are of a surviving nature.
8.5. Remedies. Termination of the Agreement is without prejudice to any other remedies available to the terminating Party.

9. SUSPENSION
9.1. Suspension. Cority may immediately suspend Client’s access to the Platform if:
i. Client breaches Section 2.2,
ii. Client fails to pay any amount when due; or
iii. Cority determines in good faith that suspension is necessary to avoid possible harm to Cority’s, Client’s, or any third party’s property, systems, or information.
9.2. Notification. Cority will notify Client of the suspension and reason therefore as soon as commercially practicable, and restore service as soon as commercially practicable once the underlying issue is resolved.

10. WARRANTY AND DISCLAIMERS
10.1. Limited Warranty. Cority represents and warrants that the Platform will materially perform in accordance with the Documentation. For any breach of this warranty, Cority’s sole obligation and Client’s sole remedy will be for Cority to use all commercially reasonable efforts to (and at no charge) bring the Platform into material conformance through the support terms and conditions that form part of this Agreement. This warranty will not apply to any non-conformance caused by Client’s misuse or modification of the Platform, any failures or problems in Client’s own equipment, networks, and systems or issues in or caused by third-party systems.
10.2. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CORITY PROVIDES THE PLATFORM “AS IS” AND “AS AVAILABLE” AND MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE FOREGOING, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT, AND DOES NOT GUARANTEE THAT THE PLATFORM OR THE DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE. THE PLATFORM OR DOCUMENTATION MAY CONTAIN LINKS OR REFERENCES TO THIRD PARTY SITES OR DATA. CLIENT ACKNOWLEDGES THAT CORITY DOES NOT OWN OR CONTROL ANY THIRD-PARTY SITES OR DATA AND DOES NOT ENDORSE OR CONTROL THE CONTENT OR TERMS THEREOF. CORITY WILL HAVE NO LIABILITY FOR ANY THIRD-PARTY SITES OR DATA OR CLIENT’S USE OF OR RELIANCE OF SUCH THIRD-PARTY SITES OR DATA. CORITY WILL HAVE NO LIABILITY FOR ANY ACTS OR OMISSIONS OF PARTNER, AND ANY CLAIMS RELATED TO SUCH ACTS OR OMISSIONS MUST BE MADE AGAINST PARTNER DIRECTLY. If any of the foregoing disclaimers are unenforceable under applicable law, any residual warranties are limited to 90 days from the date Cority first granted Client access to the Platform.

11. CONFIDENTIAL INFORMATION
11.1. Definition. “Confidential Information” means any non-public information provided by one Party (“Discloser”) to the other Party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Confidential Information includes information regarding a Party’s technology, software, websites, pricing, Clients, or other business, technical, or financial information. Without limiting the generality of the foregoing, Client’s Confidential Information includes the Client Data, and Cority’s Confidential Information includes any non-public information regarding the Platform and the Documentation.
11.2. Exclusion. Irrespective of Section 11.1, Confidential Information does not include information that:
i. is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser;
ii. is in or enters the public domain through no wrongful act of the Recipient;
iii. is or was lawfully received by Recipient from a third party without confidentiality obligations; or
iv. can be established by written documentation to have been independently developed by Recipient without access to the Confidential Information.
11.3. Protection. Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its and its Affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorized use or disclosure of the Confidential Information.
11.4. Confidentiality Period. The protections set forth in this Section 11 will continue to apply to any Confidential Information disclosed during the Term for the greater of five years, or so long as such Confidential Information is protected as a trade secret under applicable law.
11.5. Compelled Disclosure. If Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of Discloser, Recipient will, if legally permitted, provide Discloser with prompt written notice sufficient to allow Discloser an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.
11.6. Return or Destruction. At Discloser’s request upon termination of this Agreement, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain: (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies. In the case of Client Data, Client may download its data from the Platform. After termination of this Agreement or an Order Form for any reason: (i) Cority will provide the Client with all data input into the Platform in accordance with a statement of work executed by the Parties.
11.7. Remedies. Each Party agrees that the other Party may have no adequate remedy at law if there is a breach or threatened breach of this Section 11 and, accordingly, that the non-breaching Party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that Party.
11.8. Know-how. Cority shall not in any way be restricted from using any general and specific knowledge and know-how obtained from Client.

12. CLIENT DATA
12.1. General. Client Data is owned by the Client and is part of Client’s Confidential Information. Cority will use commercially reasonable safeguards designed to protect Client Data in its possession or control from any unauthorized use or disclosure. Client is responsible for its Client Data, including its content and accuracy. Client represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Cority to use the Client Data as set forth in this Agreement without violating or infringing any applicable laws, third-party rights, or terms or policies that apply to the Client Data.
12.2. Processing rights. Cority is entitled to process Client Data for the purpose of Client’s use of the Platform, including through the Client’s upload to cloud infrastructure included in the Platform.
12.3. Usage Data. Irrespective of this Section 12, Cority may use and disclose training data, cf. Section 6.5 or Client Data other than Personal Information which is not anonymized as described above or aggregated technical or usage data relating to the Client’s use of the Platform and the performance of the Platform (collectively “Usage Data”) for the purpose of improving its offerings and other legitimate purposes, provided Cority does not disclose any Usage Data in a manner that identifies Client or any individual.
12.4. Backups. Cority will not be responsible for any loss, destruction, alteration or disclosure of Client Data, and Client should make its own backups of important Client Data. In the event of any loss or damage to Client Data in Cority’s possession, Cority’s sole responsibility will be to use commercially reasonable efforts to restore the latest backup of such Client Data maintained by Cority in accordance with its standard archiving procedure.

13. PERSONAL INFORMATION
13.1. Compliance. Client must comply with applicable data protection law and shall be considered data controller for any personal data processed under this Agreement.
13.2. Data Processing. Any processing of Personal Information carried out by Cority on behalf of Client is done solely pursuant to Cority standard Data Processing Agreement accessible online via the Cority Legal Center at https://www.cority.com/legal-center/data-processing-addendum/, which is incorporated herein by reference and which may be updated from time to time. Any Client specific instructions regarding processing of Personal Information may be subject to additional charges.

14. INTELLECTUAL PROPERTY RIGHTS
14.1. Rights. Client acknowledges that all rights, title, and interests in and to the Platform and the Documentation (including all Cority IP Rights) belong solely to Cority or its relevant licensors. Rights in the Platform are licensed (not sold) to Client, and Client has no rights in the Platform other than the right to use them in accordance with the Agreement and the Documentation.
14.2. Feedback. Any intellectual property rights created or formed as a result of the Agreement, including any intellectual property rights related to feedback, suggestions, or requests for Enhancements provided from Client or its users to Cority regarding the Platform (collectively, “Feedback”), shall belong to and vest in Cority immediately upon creation without any further consideration paid. Client shall, and ensure that its users will, execute those documents and do those things which Cority considers necessary to give full effect to this Section 14.2.
14.3. Indemnification by Cority. Cority will defend Client against any third-party claim of intellectual property infringement resulting from the use of the Platform (“IP Infringement Claim”) and indemnify Client against any amounts awarded in a final judgment as a result of such claim. In the event the Platform is held by a court, administrative body or arbitration panel of competent jurisdiction to infringe third-party Intellectual Property Rights or its use is enjoined, Cority will, at its option, either: (a) procure for the Client the right to continue use of the Platform; (b) provide a modification to the Platform so that its use becomes non-infringing; or (c) replace the Platform with software which is substantially similar and continues to meet the functionality and performance of the Platform as set out in the Documentation and specifications. In the event that none of the foregoing options is commercially feasible, Cority may terminate access to the Platform that gave rise to the IP Infringement Claim.
14.4. Notice and Cooperation. If a third party claims that Cority or the Platform infringe third party rights, Client shall give Cority prompt written notice of the claim and Cority shall take over the defense of the claim. Client shall cooperate with and assist Cority in defending or settling claim. Client may not make any admission as to liability and shall not consent to the entry of any judgment or enter into any settlement without Cority’s prior written consent.
14.5. Indemnification Exclusions. Cority shall not be liable for indemnifying Client for any infringement claims arising out of:
i. misuse or modification of the Platform,
ii. if Client settles or makes any admissions about a claim without Cority’s prior consent,
iii. combination of the Platform with any components not provided by Cority, or
iv. Client Data or Cority’s conformance with Client’s specific requirements or instructions.
14.6. Indemnification by Client. Client will indemnify, defend, and hold Cority harmless from and against any Losses it may incur in connection with a third party claim to the extent arising out of Client’s use of the Platform or the Documentation or the Client Data, other than those claims that Cority has indemnified Client against under Section 14.3.
14.7. Exclusive Remedy. The foregoing rights of Client shall be the Client’s exclusive remedy and Cority’s entire liability for any third-party claims of infringement.

15. LIABILITY
15.1. LIMITATIONS OF LIABILITY. IN NO EVENT WILL CORITY BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS, REPUTATION, OR DATA) IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY TOTAL AMOUNTS EXCEEDING THE FEES ACTUALLY PAID TO CORITY FOR GRANTING CLIENT ACCESS TO THE PLATFORM IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

16. MONITORING PLATFORM USAGE AND DATA ANALYTICS
16.1. Platform Usage. Cority may monitor Platform usage including license rights, data storage and time expended on a given webpage and aggregate any Platform usage information with similar data sets to improve overall user experience.
16.2. Data Analytics. Client grants and will ensure that its Affiliates grant Cority a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide and irrevocable right and license to store, manipulate, transmit, copy, display, sub-license or otherwise utilize Client and its Affiliates data and deliverables in anonymized and de-identified form for analytic purposes including, without limitation providing industry and sector-based benchmarking. Cority will permanently remove all Personal Data and any references to Client and its Affiliates in order to ensure that the data is fully anonymized.
16.3. Audit. Cority and its licensors may audit Client usage of Software and Third-Party Software to ensure such usage complies with the terms and conditions of this Agreement. Any audit may be undertaken upon two (2) business days notice and Client will collaborate with Cority as reasonably required.

17. GENERAL
17.1. Insurance. Cority will maintain, throughout the Term, commercially reasonable insurance coverages, including general liability insurance and cyber insurance policies.
17.2. Notice. Notices will be considered properly received: (i) when delivered, if delivered in person or via e-mail; (ii) one business day after dispatch, if sent by an overnight delivery service that provides signed acknowledgment of receipt; or (iii) three business days after deposit in the mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. Notices to Cority will be addressed as set forth at the top of this Agreement, provided that Cority may update its e-mail or postal address for notice from time to time by notifying to the other Party in writing.
17.3. Updates to Agreement. Cority may, from time to time, update the terms and conditions in any document incorporated herein by reference. By continuing to use the Software and any Third-Party Software after an update is made, Client agrees to such updated terms and conditions.
17.4. Governing Law. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods.
17.5. Venue. Any dispute or claim arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by the federal courts located in Delaware.
17.6. Independent Contractors. The Parties are independent contractors, and nothing in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
17.7. Force Majeure. Except for payment obligations, neither Party will be liable for any delays or failures to perform to the extent due to a cause beyond such Party’s reasonable control, which may include natural disasters or acts of God, strikes or work stoppages, acts of war or terrorism, failure of internet or communications networks, telecommunications disruptions, interruption or breakdown in energy or internet supplies, health emergencies including pandemics, epidemics or similar serious outbreaks of disease, quarantines, compliance with the laws, acts, orders, rules or regulation of any government body or other force majeure events.
17.8. Assignment. Neither this Agreement nor any rights or responsibilities hereunder may be assigned, delegated, or otherwise transferred by Client without the prior written consent of Cority. Cority may transfer or assign this Agreement to an Affiliate or to the successor entity in the event of a merger, stock sale, or sale of all or part of Cority’s business.
17.9. Severability. Should any provision of the Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement will not be affected and will continue in effect, and the invalid provision will be deemed modified or severed to the least degree necessary to remedy such invalidity.
17.10. Entire Agreement. The Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any prior agreements, oral or written, between the Parties regarding the subject matter. The Client and the Partner may agree on additional terms and conditions for the Client’s access to and use of the Platform, e.g. scope of services, payment, invoicing, liability, etc. Such additional terms and conditions are the sole responsibility and liability of the Partner, and in case of discrepancies between such terms and conditions and this Agreement, Cority shall only be responsible for the contents of this Agreement and assumes no responsibility or liability for the contents of any other agreement, including the Order Form.
17.11. Amendments. Cority may change this Agreement from time to time. The current version of this Agreement is available on Cority’s website, at https://www.cority.com/legal-center/. Cority will notify the Client directly of all material changes with reasonable notice (in no event less than one month). If such material changes have material adverse effects for the Client, the Client will have thirty calendar days from the notification date to object to the change in writing to Cority. The objection of Client must be well-founded. Such objection will entitle Client to terminate this Agreement with effect from the date of the material changes. Absence of any objections from the Client shall be deemed a consent to the change.
17.12. Waivers. No waiver of a breach of any provision of this Agreement by either Party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving Party.