LivingMetrics™ End User Agreement

Collain Healthcare, LLC (also referred to as "Service Provider" herein) agrees, on a subscription basis specific to End User (also referred to as "Subscriber" herein), to allow Subscriber access to certain web-hosted inbound marketing applications, tools, platforms, on an online and offline basis as required, and provide access to additional ancillary online and offline products, software, and web hosting as part of Subscriber’s subscription (collectively, the "Services").

The subscription for the Services does not include customization, integration, training services, consulting services, or professional services, online web-based applications and offline software products, in each case, that are provided by third parties and interoperate with, or are used in connection with the Services, and are identified as being provided by third parties, including but not limited Service Provider’s applications ("Third Party Products").

Article 1 – The Services.

On a subscription basis, Subscriber is permitted to access the Services and Service Provider shall provide additional services necessary for productive use of the Services, including user identification and password change management, data import and export, monitoring, Technical Support (as defined herein), maintenance, and change management as further set forth herein. Payment for, and access to the Services collectively shall be referred to as the "Subscription". This Agreement shall remain in effect unless terminated pursuant to the provisions herein.

Service Provider grants Subscriber a renewable, irrevocable (except as expressly provided for herein), non-exclusive right for any Subscriber employee, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an "Authorized User") to access and use the Services. Other than those limitations expressly provided to Service Provider in writing by Subscriber, Authorized Users will have no other limitations on their access or use of the Services.

Article 2 – Control and Location of Services.

The method and means of providing the Services and related data storage shall be under the exclusive control, discretion, management, and supervision of Service Provider.

Article 3 – Data Security.

Service Provider utilizes HTTPS communication, set account passphrase complexity requirements, passphrase renewal expiration periods and re-use restrictions in addition to application permission management to ensure the security and protection of Subscriber’s Confidential Information. Service Provider shall take all reasonable industry standard procedures to safeguard Subscriber’s data. Upon termination of this Agreement, Service Provider shall return any stored data to Subscriber within a reasonable time period, subject to professional obligations. In the event Service Provider ceases to carry on business, assigns business, or amalgamates with another corporation, the Subscriber’s data will be returned as provided for above, or, at the election of Subscriber, transferred using acceptable industry standards to the successor.

Article 4 – Changes in Functionality.

Service Provider may modify the Services from time to time, including but not limited to the adding or deleting of features and functions as Service Provider in its sole discretion may deem necessary or desirable. Nothing in this Agreement shall prohibit Service Provider from making such changes to the Services, provided that no such change to the Services shall materially reduce the functionality of the Services provided to Subscriber during the Subscription Term. Service Provider reserves the right to provide some or all elements of the Services through use of third-party providers in accordance with this Agreement.

Subscriber may subscribe to optional features of the Services that Service Provider may offer at an additional fee from time to time, as agreed to between the parties, and such added elements of the Service shall, starting with the date on which the parties agree to the addition, be added to the Subscriber’s Subscription Fee payable under this Agreement.

Article 5 – Technical Support.

Service Provider shall provide help and advice through phone support to Authorized Users in respect to the Services, from 8AM to 5PM Eastern Time, Monday through Friday, excluding United States national holidays, (the "Technical Support"). Technical Support responses are provided during phone support hours only. Service Provider may provide additional web-based support through an email address or live chat forum. Service Provider attempts to respond to support questions within one business day, and response time shall be measured from the time the issue is logged in Service Provider’s support systems; however, Service Provider is neither obligated to provide, nor guarantees, any specific response time.

Technical Support for the Services does not include advice or help with customization, integration, training services, consulting services, or professional services, online web-based applications and offline software products that are provided by Service Provider or related to Third Party Products, that interoperate with, or are used in connection with the Services. The Subscription Fee shall be inclusive of the fees for Technical Support.

Article 6 – Integration.

Except for the Technical Support provided under this Agreement, Service Provider is not responsible for integration, configuration, or business process alignment of any of the Services with Subscriber’s existing or future systems, applications, security features, or networks. Subscriber may purchase integration services from Service Provider at an additional cost.

Article 7 – Consulting Services.

Service Provider offers consulting packages to provide training and expertise to help Subscribers succeed (the "Consulting Services"). Consulting Services may be customized pursuant to a mutually agreed upon written statement of work provided to the Subscriber upon its request (each, a "Statement of Work"). Fees for Consulting Services are in addition to Subscription Fees for the Services and are payable at the start of the engagement. The Consulting Services are provided by Service Provider separate and distinct from the Services and are not required for Subscriber’s use or enjoyment of the Services. In the event of any conflict between any term or condition set forth in this Agreement and in a Statement of Work, the terms and conditions of this Agreement shall govern, unless the parties expressly agree otherwise in such Statement of Work. Any Statement of Work may be modified or amended only with the written consent of both Service Provider and Subscriber.

Article 8 – Tracking and Reporting.

Service Provider may provide certain additional services, as it deems appropriate, in its sole discretion, to enable Subscriber to assess the performance of any Campaign. Service Provider may provide any, but not limited to, of the following methods of tracking,: (a) Subscriber webpage tracking, which shall include call to action page tracking, webpage page tracking, web event tracking and E-mail tracking; (b) phone tracking; or (c) web tracking and phone tracking which shall include both (a) and (b), these additional services are collectively referred to as the "Tracking Services" and if utilized by the Subscriber, shall be considered part of the Services and subject to the terms and conditions herein.

Service Provider shall comply with all laws and regulations related to the Tracking Services and personal privacy in the United States and Canada.

Article 9 – Proprietary Rights.

1. Pre-existing Materials. Subscriber acknowledges that, in the course of accessing the Services, Subscriber may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider or its licensors and that the same shall remain the sole and exclusive property of Service Provider or its licensors; for greater certainty, this also includes any images, templates, layouts, typefaces, or any other pre-designed elements and formats made available to Subscriber by Service Provider through the Services or Consulting Services (collectively, the "Pre-existing Materials," which shall include the Services).
2. No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

The provisions of this Section shall survive the termination of this Agreement.

Article 10 – Termination & Suspension Rights.

1. Suspension. If Subscriber’s direct or indirect use of the Services in whole or in part results in: (a) Service Provider being subjected to disruptive activity, or prevents Service Provider from providing Services or monitoring the use of Services; or (b) other subscribers being denied access to Services or other disruptive activity; or (c) creating a security vulnerability or risk of data loss to Service Provider or others; or (d) consuming excessive bandwidth; or (e) causing immediate, material and ongoing harm to Service Provider or others, then Service Provider or its licensor reserves the right to suspend all or any of the Subscriber’s access to the Services. In this extraordinary circumstance, Service Provider will use commercially reasonable efforts to limit the suspension to the affected portion of the Services and promptly notify the Subscriber of the suspension of Services.
2. Termination for Cause. Either party may terminate this Agreement if the other party is in breach of an obligation hereunder and fails to remedy such breach within 30 days of receipt of written notice of such breach.
3. Termination without Cause. Either party may terminate this Agreement on 30 days written notice of such breach.
4. Insolvency, Assignment, or Bankruptcy. Service Provider may terminate immediately upon written notice to the Subscriber if the Subscriber: is not paying its debts as such debts generally become due; becomes insolvent; files or has filed against it a petition (or other document) under any bankruptcy law or similar law, which is unresolved within sixty days of the filing of such petition (or document); proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors; makes a general assignment or trust mortgage for the benefit of creditors; or if a receiver, trustee, custodian or similar agent is appointed or takes possession of any of either party's property or business.

Article 11 – Return of Subscriber Data.

Upon the termination of this Agreement, excluding circumstances of Termination for Non-Payment as provided for herein, Service Provider shall, within thirty (30) business day following the termination of this Agreement provide Subscriber with temporary access to the Services to retrieve, or Service Provider will provide Subscriber with copies of, all Subscriber Data then in its possession or control without charge. After such 30-day period, Service Provider shall have no obligation to maintain or provide any Subscriber Data and shall thereafter, unless legally prohibited, permanently destroy all Subscriber Data in its systems or otherwise in its possession or control This Section shall survive the termination of this Agreement.

Article 12 – Mutual Representations and Warranties.

Subscriber and Service Provider each represent and warrant that:

1. it is a corporation duly incorporated, validly existing, and in good standing under the laws of its state or province of incorporation or organization;
2. it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;
3. the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;

Article 13 – Representations and Warranties by Subscriber.

Subscriber’s access to the Services is conditional upon its representations and warranties that it will not:

1. copy, modify, create a derivative work from, reverse engineer or reverse assemble the Pre-Existing Materials, or otherwise attempt to discover any source code, or allow any third party to do so;
2. except as set forth in the Agreement, sell, assign, sublicence, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Service Provider’s Pre-Existing Materials in any way;
3. use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Pre-Existing Materials in a manner that sends more request messages to the Service Provider servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
4. use the Pre-Existing Materials in any manner that damages, disables, overburdens, or impairs any Service Provider website or interferes with any other party’s use and enjoyment of the Services;
5. attempt to gain unauthorized access to the Pre-Existing Materials;
6. access the Pre-Existing Materials by any means other than through the interface that is provided by Service Provider for use in accessing the Pre-Existing Materials; and
7. use the Pre-Existing Materials for any purpose or in any manner that is unlawful or prohibited by this Agreement; Any unauthorized use of any Pre-Existing Materials may violate patent, copyright, trademark, and other laws. Subscriber agrees to cooperate with Service Provider to prevent any unauthorized use of the Pre-Existing Materials;
8. use the Services in any manner to transmit, store, share or otherwise use any data that is protected health information (“PHI”) as defined under the Health Insurance Portability Act or any comparable law.  Subscriber acknowledges and agrees the Services are not intended for use with PHI or any medical data, data concerning health or any health-related data or information.

Article 14 – Representations and Warranties by Service Provider.

Service Provider represents and warrants to Subscriber that:

1. it is in the business of providing the Services;
2. the Services are fit for the ordinary purposes for which they will be used;
3. it is the lawful licensee or owner of the Services (excluding any Subscriber Data therein) and has all the necessary rights in the Services to grant the use of the Services to Subscriber;
4. it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;
5. it will use all reasonable efforts to ensure that no computer viruses, malware, or similar items (collectively, a "Virus") are introduced into Subscriber’s computing and network environment by the Services, and that, where it transfers a Virus to Subscriber through the Services, it shall reimburse Subscriber the actual cost incurred by Subscriber to remove or recover from the Virus, including the costs of persons employed by Subscriber;
6. the Services are free of any mechanism which may disable the Services;
7. the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth as expected based on acceptable industry standards;
8. for any breach of the above warranties by Service Provider, Service Provider will remit a Subscription Fee credit to Subscriber in the minimum amount equivalent to the pro-rated cost of the Services to the Subscriber for the number of days which the Subscriber lost material functionality, or in an amount greater than the pro-rated amount that the Service Provider may offer in its sole discretion. The credit will be provided only towards any outstanding balance for services owed to Service Provider. Such credit shall represent Subscriber’s exclusive remedy, and Service Provider’s only liability, for the breach of the warranty under this Agreement; and
9. Service Provider will not unreasonably restrict or suspend Subscriber’s access to Services.

SERVICE PROVIDER DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT SERVICE PROVIDER WILL CORRECT ALL SERVICE ERRORS. SUBSCRIBER ACKNOWLEDGE THAT SERVICE PROVIDER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SERVICE PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

TO THE GREATEST EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS, OR ENVIRONMENTS FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

Article 15 – Subscriber Data.

1. Ownership. Subscriber’s data ("Subscriber Data") which shall also be known and treated by Service Provider as Confidential Information shall include: (a) Subscriber’s data collected, used, processed, stored, or generated as the result of the use of the Services; and, (b) personally identifiable information ("PII") collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social identification number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Subscriber Data is and shall remain the sole and exclusive property of Subscriber and all right, title, and interest in the same is reserved by Subscriber.  Subscriber Data shall not include any PHI, medical data, data concerning health, or any health-related data or information as such information is outside the scope of this Agreement and the Services. This Section shall survive the termination of this Agreement.
2. Service Provider Use of Subscriber Data. Service Provider is provided a limited licence to Subscriber Data for the sole and exclusive purpose of providing the Services, including a licence to collect, process, store, generate, and display Subscriber Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Subscriber Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Subscriber Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Subscriber Data for Service Provider’s own purposes or for the benefit of anyone other than Subscriber without Subscriber’s prior written consent. This Section shall survive the termination of this Agreement.
3. Extraction of Subscriber Data. Service Provider shall, within thirty (30) business days of Subscriber’s request, provide Subscriber, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), an extract of the Subscriber Data in an acceptable industry standard format.

Article 16– Non-Disclosure of Confidential Information.

The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

1. Meaning of Confidential Information. For the purposes of this Agreement, "Confidential Information" shall mean all information and documentation of a party that: (i) has been marked "confidential" or with words of similar meaning at the time of disclosure by such party; (ii) if disclosed orally or not marked "confidential" or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked "confidential" or with words of similar meaning; and (iii) should reasonably be recognized as confidential information of the disclosing party. Confidential Information does not include any information or documentation that was: (iv) already in the possession of the receiving party without an obligation of confidentiality; (v) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (vi) obtained from a source other than the disclosing party without an obligation of confidentiality; or (vi) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, Subscriber Data shall be deemed to be Confidential Information
2. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
3. Co-operation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party promptly in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.
4. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of Subscriber, at the sole election of Subscriber, the immediate termination, without liability to Subscriber, of this Agreement.
5. Surrender of Confidential Information upon Termination. Upon termination of this Agreement, in whole or in part, each party shall, within thirty (30) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control; provided, however, that Service Provider shall return Subscriber Data to Subscriber following the timeframe and procedure described further in this Agreement. Should Service Provider or Subscriber determine that the return of any non-Subscriber Data Confidential Information is not feasible, such party shall destroy the non-Subscriber Data Confidential Information and shall certify the same in writing within thirty (30 calendar days from the date of termination to the other party.
6. Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (i) ensure the security and confidentiality of the Subscriber Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Subscriber Data; (iii) protect against unauthorized disclosure, access to, or use of the Subscriber Data; (iv) ensure the proper disposal of Subscriber Data; and ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program be less stringent than the safeguards used by Subscriber

Article 17 –Limitation of Liability. 

1. IN NO EVENT WILL THE SERVICE PROVIDER OR ITS LICENSORS BE LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF SALES OR BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, OR PURE ECONOMIC LOSS, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
2. Notwithstanding anything to the contrary, the cumulative liability of the Service Provider under or in connection with this Agreement, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, shall not exceed in aggregate the total Fees (if any) paid to Service Provider by Subscriber under this Agreement in the 6 months prior to the last event giving rise to the relevant liability.
3. This Section shall survive the termination of this Agreement.

Article 18 – Applicable Policies.

In addition to the terms of this Agreement, Subscriber's access to and use of the Services is subject to Service Provider’s then-current policies relating to the Services, including, without limitation, the Service Provider's Privacy Policy available on the Site. Subscriber is responsible for compliance with these policies and all other Service Provider policies applicable to the access and use of the Services posted or provided through Services.

Article 19 – General.

1. Relationship between Subscriber and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for Subscriber or in any way to bind or to commit Subscriber to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Subscriber. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent, employee, joint venture, or partner of Subscriber. In recognition of Service Provider’s status as an independent contractor, Subscriber shall carry no workers’ compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. Subscriber shall not pay any contributions to Canadian Pension Plan, employment insurance, federal or provincial withholding taxes, any other applicable taxes whether federal, provincial, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Subscriber.
2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the federal laws of United States, without regard to choice of laws. Subscriber and Service Provider each hereby consent and submit to the jurisdiction and forum of the state and federal courts in the State of New York in all questions and controversies arising out of this Agreement.
3. Legal Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable legal fees.
4. Compliance with Laws; Subscriber Policies and Procedures. Both parties agree to comply with all applicable federal, provincial, and local laws, executive orders and regulations issued, where applicable.
5. Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Service Provider will cooperate with any Subscriber supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to Subscriber, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.
6. Force Majeure. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party.
7. Advertising and Publicity. Service Provider shall not refer to Subscriber directly or indirectly in any advertisement, news release, or publication without prior written approval from Subscriber.
8. No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
9. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.
10. Assignment of Agreement. Subscriber may not assign any of its rights or duties under this Agreement without the prior written consent of Service Provider, such consent not to be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns.
11. Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.
12. Entire Agreement. This Agreement and the Quote or the Pricing Link, as current at the Effective Date or start of a Renewal Term, as applicable, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Subscriber and Service Provider as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.
13. Cumulative Remedies. All rights and remedies of Subscriber herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.