LEGAL: Navanti terms & conditions

This Agreement and the Service Order form govern your purchase of a license to and use of our services. The parties agree as follows:

IF YOU REGISTER FOR OR USE A FREE VERSION OF THE SERVICE OR A FREE TRIAL OF THE SERVICE, THE APPLICABLE PROVISIONS OF THIS AGREEMENT ALSO GOVERN YOUR USE OF THOSE SERVICES.

BY USING THE SERVICES, ACCEPTING THIS AGREEMENT, OR BY EXECUTING A SERVICE ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND YOUR AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

DEFINITIONS

  1. “Affiliate” means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity.
  2. “Agreement” means this Navanti Services Agreement and any Service Orders you enter into with us.
  3. “Authorized User” means an individual who is your employee or contractor, your Affiliate’s employee or contractor, or a Permitted Third Party’s employee or contractor who you allow to create a unique user name and password under your account.
  4. “Documentation” means our user documentation, in all forms, relating to the Service (e.g., user manuals, on-line help files, etc.).
  5. “Licensed Materials” means all service, software, documentation, and information contained within the Service, including but not limited to the PulseTM databases, and shall include all updates, modifications, downloads, print-outs, copies, or other derivatives of it and reports and other materials generated from it but shall exclude Third Party Materials.
  6. “Permitted Third Party” means an entity under contract with you or your Affiliates who needs to access the Service to perform its obligations to you or your Affiliates and who is not our competitor.
  7. “Professional Services” means the professional services specified in a Service Order, potentially including but not limited to implementation services, consulting, custom reporting, advisory services, and training services.
  8. “Service“ means the service identified in the Service Order, as we may modify the service from time to time in our discretion.
  9. “Service Order” means an ordering document entered into between you and us specifying the services to be provided thereunder, including any addenda and supplements thereto. By entering into a Service Order under this Agreement, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to the Agreement.
  10. “Subscriber Data” means any data uploaded into the Service, or otherwise provided for processing by the Service, by or on behalf of you and your Affiliates in accordance with this Agreement.
  11. “Subscription Fees” means the fees for the Service specified in the Service Order.
  12. “Technical Support Services” means our then-current technical support services offering.
  13. “We” or “Us” or “Our” means Navanti Group, LLC, or its designated Affiliate as specified in a Service Order or invoice.
  14. “You” or “Your” or “Subscriber” means (a) the Customer or Subscriber named on the Service Order, (b) the person indicating acceptance of this Agreement, (c) the person, authorized or otherwise, accessing or using the Service, or (d) the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.

SAAS SERVICES AND SUPPORT

  1. Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you the Services. Our blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of to provide adequate service levels under this Agreement. As part of the registration process, you will identify an administrative user name and password for your Company account. We reserve the right to refuse registration of, or cancel passwords we deem inappropriate.
  2. Subject to the terms hereof, we will provide you with reasonable technical support services. Unless otherwise specified in the Service Order, we will provide Technical Support to you via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”). You may initiate a helpdesk ticket during Support Hours by calling [+1 703-522-1020] or any time by emailing dev@navantigroup.com.

USE OF THE SERVICE

  1. Use of the Service. Subject to the terms and conditions of this Agreement, we grant to you and your Affiliates a non-exclusive, non-transferable (except as explicitly permitted in this Agreement) right during the term of this Agreement to use the Service solely in connection with your internal business operations. Your and your Affiliates’ rights to use the Service are subject to any limitations on use of the Service based on the version of the Service you register for (e.g., applicable usage limits) and as set forth in the Service Order (collectively, the “Scope Limitations”) and your rights to use the Service are contingent upon your compliance with the Scope Limitations and this Agreement. You are solely responsible for your conduct (including by and between all users), the content of Subscriber Data, and all communications with others while using the Service. You acknowledge that we have no obligation to monitor any information on the Service, but we may remove or disable any information that you make publicly available on the Service at any time for any reason or for no reason at all. We are not responsible for the availability, accuracy, appropriateness, or legality of Subscriber Data or any other information you may access using the Service.
  2. Use of the Documentation. Subject to the terms and conditions of this Agreement, we grant to you and your Affiliates a non-exclusive, non-transferable (except as explicitly permitted in this Agreement) right during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Service in accordance with this Agreement.
  3. Beta Versions. From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Service, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a “Beta Version”). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue or restrict Beta Versions at any time in our sole discretion. We have no liability for any harm or damage arising out of or in connection with a Beta Version.
  4. Professional Services. You may contract with us to perform Professional Services. The specific details of the Professional Services to be performed will be determined on a per-project basis, and the details for each project will be described on the Service Order. Unless otherwise specified in the applicable Service Order, any unused portion of the Professional Services and training will expire and may not be carried over after 12 months from the Service Order effective date. You may make reasonable written requests for changes to the scope of the Professional Services, and in such circumstances, We shall provide a written proposal based on our evaluation of the Professional Services necessary to achieve Your requests. If you approve the proposal, then the parties will execute an amendment to the Service Order. Otherwise, the then-existing Service Order will remain in full force and effect, and we will have no obligation with respect to the relevant change requests.
  5. Feedback and Other Content. The Service may permit You, Your Affiliates, Authorized Users, and Permitted Third Parties to submit feedback, user community contributions and comments, technical support information, suggestions, enhancement requests, recommendations, and messages relating to the use and operation of the Service. You grant us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise use such content unrestricted.
  6. Access by Competitors. You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.
  7. U.S. Government Use. If the Service is licensed under a United States government contract, you acknowledge that the Service is a “commercial item” as defined in 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are defined in FAR Section 2.101 and Section 252.227-7014 of the Defense Federal Acquisition Regulation Supplement (48 CFR 252.227-7014) and used in 48 CFR 12.212 or 48 CFR 227.7202-1, as applicable. You also acknowledge that the Service is “commercial computer software” as defined in 48 CFR 252.227-7014(a)(1). United States government agencies and entities and others acquiring under a United States government contract will have only those rights, and will be subject to all restrictions, set forth in this Agreement.
  8. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify our Legal Department at compliance@navantigroup.com.

RESTRICTIONS AND RESPONSIBILITIES

  1. Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize your Affiliates or third parties to: (a) rent, lease, or, except as explicitly set forth in this Agreement, otherwise permit third parties to use the Service, Client Software, or Documentation; (b) use the Service to provide services to third parties as a service bureau or in any way that violates applicable law; (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Service to harm, threaten, or harass another person or organization; or (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of any part of the Service or provide, disclose, or make any part of the Service available to any third party. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Documentation and will include all such notices on any copies. You will ensure that your Affiliates, Permitted Third Parties, and Authorized Users comply with this Agreement. You will be directly and fully responsible to us for their conduct and any breach of this Agreement by them. We reserve the right to deactivate, change, or require you to change your user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Service for any reason or for no reason. We may exercise such right at any time, with or without prior notice.
  2. Authorized Users Only. This Agreement restricts the use of the Service to Authorized Users, up to the number of users specified in the Service Order. An Authorized User account must not be shared among users. Additional Authorized Users may be added by paying the applicable fees to us at our then-current rate or as otherwise specified in a Service Order. The Authorized Users who are employees of Permitted Third Parties may access and use the Service solely to perform the Permitted Third Party’s contractual obligations to you subject to the use limitations set forth in this Agreement. As part of the registration process, you may be asked to identify your company and other Authorized Users who should be associated with your account. You will not misrepresent the identity or nature of the company or Authorized Users who should be associated with your account. We may reassign the domain name associated with your account and change the way you access the Service at any time in our sole discretion. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login and account, including the activities of Authorized Users.
  3. Protection against Unauthorized Use. You will, and will ensure that your Affiliates, Permitted Third Parties, and Authorized Users use reasonable efforts to prevent any unauthorized use of the Service and Documentation, and you will immediately notify us in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service or Documentation directly or indirectly through you, your Affiliate, a Permitted Third Party, or an Authorized User, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by us to prevent or terminate unauthorized use of the Service or Documentation. We may, at our expense and no more than once every 12 months with reasonable notice, appoint our own personnel or an independent third party to verify that your use of the Service complies with the terms of this Agreement.
  4. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source data, source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
  5. Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
  6. You represent, covenant, and warrant that you will use the Services only in compliance with our standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although we have no obligation to monitor your use of the Service, we may do so and may prohibit any use of the Services we believe may be (or alleged to be) in violation of the foregoing.
  7. Systems & Accesses. You will ensure that your systems and data structure meet any minimum requirements necessary to use the Services. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent. If an Authorized User ceases to be employed by you, we must be informed immediately. You shall ensure no person or entity other than an Authorized User accesses the Services and Licensed Materials. We bear no liability or responsibility for deficiencies in the quality or performance of the Services that are due to deficiencies in the your Equipment or the your use of the Services. We reserve the right to deny access to the service or limit the functionality of the service for specific or groups of individuals based on our sole discretion. Such limitations of service shall not be construed as a breach of the terms and conditions of this service agreement.
  8. Sensitive Personal Information. Unless we specifically agree otherwise in writing, you represent and warrant that neither you nor any Authorized User will upload into the Service, or otherwise provide for processing by the Service, any Sensitive Personal Information. “Sensitive Personal Information” means Sensitive Personal Information and any similar term (e.g., “Sensitive Personal Data,” “Protected Health Information,” etc.) as defined under relevant privacy or data protection laws, including, without limitation, the Gramm-Leach-Bliley Act, Health Insurance Portability and Accountability Act of 1996, US Children’s Online Privacy Protection Act, and Family Educational Rights and Privacy Act. Without limitation, “Sensitive Personal Information” includes: personal financial and financial account information, sexual orientation, personal medical or health information, personal information of children under 13, personal education records, and social security, national identity, national insurance, and similar personal identifiers. You further represent and warrant that you and any Authorized User will comply with all applicable laws, regulations, self-regulatory guidelines, and your privacy policy with respect to the collection, transfer, and use of any personally identifiable information in connection with the Service, including proper disclosure and receipt of all required consents from each individual to transfer such personally identifiable information to us.
  9. High-Risk Activities. The Service is not designed or licensed for use in hazardous environments requiring failsafe controls, including without limitation operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, or life support or weapons systems, in which the failure of the service or software could lead to death, personal injury, or severe physical or environmental damage. We specifically disclaim any express or implied warranty of fitness for such high-risk activities.

DATA SECURITY

  1. Data Security. We implement and maintain physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of information and data related to the Service (e.g. Subscriber Data, Source Data). These measures include encryption of Subscriber Data during transmission to the Service, and encryption of backups of Subscriber Data and authentication credentials at rest. We will notify you of any unauthorized access to, or use of, Subscriber Data that comes to our attention. If any unauthorized disclosure of Subscriber Data resulting from your use of the Service comes to our attention, we will work with you to investigate the cause of such unauthorized disclosure, and will work together in good faith to take the steps reasonably necessary to prevent any future reoccurrence and to comply with applicable data breach notification laws.
  2. Data Transmission. You acknowledge that use of the Service involves transmission of Subscriber Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must protect your Authorized User login names and passwords from access or use by unauthorized parties, and are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach at dev@NavantiGroup.com.
  3. Subscriber Data. Subscriber Data is your property. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Subscriber Data as required to provide or perform the Service, Technical Support Services, account management services, and Professional Services, and to publish, display, and distribute de-identified, aggregated information derived from Subscriber Data and from your use of the Service for purposes of improving our products and services, and developing, displaying, and distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as originating with or associated with you or any individual person.

CONFIDENTIALITY; PROPRIETARY RIGHTS

  1. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Our Proprietary Information includes non-public information regarding features, functionality, source data, documentation, software, and other data pertinent to the depiction and performance of the Service. Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
  2. Authorized User Access. Only Authorized Users shall be deemed to require access to the Confidential Information comprised of the Services and information contained in the Licensed Materials.
  3. Proprietary Rights. You shall own all right, title and interest in and to the Your Data, as well as any data that is specified as works for hire as part of the Service. We shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements, customizations, source data, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
  4. Performance Monitoring. Notwithstanding anything to the contrary, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

  1. Fees and Payment. Unless otherwise specified in a Service Order, the Subscription Fees for the initial subscription term and Professional Service fees set forth in the Service Order are due upon execution of the Service Order. After the initial subscription term, Subscription Fees will be invoiced annually at the then-current rate for the Service or as otherwise specified in a Service Order, 30 days in advance of the start of each renewal period. If your use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be billed for such usage at the time a new or modified Service Order is executed. You agree to pay the additional fees in the manner provided herein, unless otherwise specified in a Service Order. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to you (which may be sent by email).
  2. Billing & Invoicing. We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us no less than thirty (30) days after the mailing date of the invoice. Unless expressly provided otherwise in a Service Order, all amounts payable under this Agreement are denominated in United States Dollars, and you will pay all such amounts in United States Dollars. Unpaid amounts are subject to a finance charge of LIBOR plus 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. You shall be responsible for all taxes associated with Services other than U.S. taxes based on our net income. If we determine that we have the legal obligation to pay or collect Taxes, we will add such Taxes to the applicable invoice and you will pay such Taxes, unless you provide us with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues us for unpaid Taxes for which you are responsible under this Agreement and which you did not pay to us, we may invoice you and you will pay such Taxes to us or directly to the taxing authority, plus all applicable interest, penalties and fees.
  3. If you believe that we have billed you incorrectly, you must contact us no later than 15 days of the date of the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to our customer support personnel identified on the Service Order or Invoice.

TERM AND TERMINATION

  1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
  2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

  1. We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the additional Services specified in a Service Order in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, WE do not warrant that the Services will be uninterrupted or error free; nor do WE make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

  1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

  1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Virginia without regard to its conflict of laws provisions.
  2. Publicity. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and you otherwise agree to reasonably cooperate with us to serve as a reference account upon request. We may only use your name, trademarks, and service marks to the extent necessary to fulfill our obligations under this Agreement or as otherwise explicitly authorized in this Agreement or a Service Order. We reserve the right to use your name as a reference for marketing and promotional purposes on our website and in other communications with our existing and prospective customers. If you do not want to be listed as reference for the Service, you may send an email to compliance@navantigroup.com stating that you do not wish to be identified as a reference.
  3. You accept that: (a) You should not rely solely upon the Services and licensed materials therein when making any decision pertaining to business or operating risk of any type; (b) Information provided by us in the Services and licensed materials therein is necessarily in summary form and should be read and used by you in context of the full details available from Third Party materials; (c) the Services and licensed materials therein cannot be comprehensive of all information of interest and you may wish or be obliged to investigate further before making any decision; and (d) You cannot hold us responsible or liable for the effects of your decisions, whether those decisions were based in whole or in part on information gleaned from the Services and licensed materials therein.
  4. You acknowledge that: (a) The inclusion or exclusion of any individual or entity in the Services and licensed materials therein does not in itself impart judgment (negative or otherwise) about them; (b) Many individuals and entities are included in the content of the Services and licensed material solely because they hold prominent political or other positions or are connected to such individuals; (c) While every attempt is made to ensure the information contained in the Services is current, we cannot guarantee that information contained therein is current and will not have changed; and (d) We make no warranted or representation about and disclaim all liability for the accuracy, completeness, or currency of any Third Party Materials.
  5. Subcontractors. We may use subcontractors or other third parties in carrying out our obligations under this Agreement and any Service Order. We remain responsible for all of our obligations under this Agreement.

Last updated: 06 JUN 2016