TERMS OF SERVICE AGREEMENT
Effective as of Tuesday, October 17, 2017.
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND SHALL GOVERN THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END USERS IN CONNECTION WITH A SUBSCRIPTION TO INDATA’S PAID OR FREE TRIAL SERVICES.
By accepting this Agreement, either by accessing or using INDATA, or by authorizing or permitting any end user to access or use INDATA, You agree to abide by this Agreement. If You are entering into this Agreement on behalf of a company, organization or other legal entity (an “Entity”), You agree to this Agreement for that entity and represent to INFINITY TECH ADVISORY, LLC (hereinafter INDATA as Software as a Service -SaaS) that You have the authorization to bind such entity and its affiliates to this Agreement, in which case the terms “Subscriber”, “You”, “Your” shall refer to such entity and its affiliates. If you do not have such authorization or if you do not agree to this Agreement, you must not accept this Agreement and you may not use INDATA.
DEFINITIONS
The following terms shall have the following meanings:
Account: means any account or instance created by or for or on behalf of Subscriber or its Users with INDATA.
User: means an individual authorized to use INDATA through his or her account identified through a unique login.
Agreement: means the Terms of Service Agreement together with all Supplemental Terms and INDATA’s Privacy Policy which are posted on our website.
API: refers to application programming interfaces developed and enabled by INDATA that allow Subscribers to access certain functionality provided by INDATA, which include, among others, the REST API that allows interaction with INDATA automatically through HTTP requests and the application development API that allows INDATA integration with other web applications.
Beta Services: means a product, service or functionality provided by INDATA, which may be made available to you for testing at your option at no additional charge, clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by similar description.
Confidential Information: means all information that you disclose to INDATA or that INDATA discloses to you that is in tangible form and labeled as “confidential” (or with a similar legend) or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, information relating to INDATA’s security policies and procedures. For the purposes of this Agreement, this and the Service Data shall be deemed to be Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) the receiving Party obtains or has obtained from a third party that the receiving party is unaware is subject to an obligation of confidentiality with respect to such information; (c) is or becomes available to the general public, provided that it is not in breach of this Agreement or other valid agreement between the parties; or (d) the receiving Party independently developed or develops without the use of the disclosing party’s Confidential Information.
Documentation: means any written or electronic documents, images, video, text or sounds specifying INDATA functionalities or describing services, as applicable, that INDATA provides or makes available at applicable INDATA help centers.
End User: means any person or entity other than Subscriber or User with whom Subscriber or its Users interact using INDATA.
Personal Data: refers to any information relating to an identified or identifiable natural person that directly or indirectly identifies that person, in particular by means of an identification number or one or more specific factors concerning his or her physical, physiological, mental, economic, cultural or social identity.
Personnel: means employees and service providers and contractors who are not employees of INFINITY TECH ADVISORY, LLC and INDATA engaged by INFINITY TECH ADVISORY, LLC in connection with the performance thereof.
Processing/Processing/Processing: refers to any operation or set of operations performed on personal data, whether by automatic or non-automatic means such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or access authorization, approval or combination, blocking, erasure or destruction.
Services: means the products and services that you subscribe to and reference in this Agreement, whether on a trial or paid basis, and that are available online through the applicable subscriber login link and other websites that we designate, including, individually and collectively, the applicable software, updates, API, documentation and all applicable associated services that you have purchased or used or subscribed to (the “Associated Services Used”) and that are provided pursuant to this Agreement. “Services” excludes third party services as that term is defined in this Agreement and associated services that are not provided pursuant to this Agreement.
Service Data: means the electronic data, text, messages, communications or other materials that you and end users send or store within INDATA in connection with your use of such service, which may include, but is not limited to, Personal Data.
Service Plan: means the packaged service plan and the functionality and services associated with such plan for the services to which you subscribe.
Site: means a web site operated by INFINITY TECH ADVISORY, LLC, including the address www.indata.com.co, as well as all other web sites operated by INFINITY TECH ADVISORY, LLC.
Software: refers to software provided by INFINITY TECH ADVISORY, LLC (whether by download or access via the Internet) that enables end users to use any functionality related to the applicable service.
Subscription Period: refers to the period during which you have agreed to subscribe to INDATA.
Supplemental Terms: means additional terms and conditions that are (a) contained in this Agreement within the Section entitled “Supplemental Terms and Conditions”, which apply to and are incorporated into this Agreement with certain Services, features or functionality; (b) included or incorporated into an Order Form (for example, when purchasing a Used Partner Service) or (c) applying to the Consulting Services when you have purchased them.
Third-Party Services: means third-party products, applications, services, software, networks, systems, directories, websites, databases and information separately obtained by you to which a service connects or which you may connect to or enable in conjunction with a service, including, without limitation, third-party services that you may integrate directly into your account or at your direction.
GENERAL CONDITIONS, ACCESS AND USE OF SERVICES
1. During the subscription period and subject to compliance by you, your users and end users with this agreement, you have the limited right to access and use a service consistent with the service plan to which you subscribe, together with all associated services used for your internal business purposes. We will (a) make the services and service data available to you, in accordance with this agreement; (b) provide you with applicable standard customer support for the services at no additional charge, as detailed in the applicable site and documentation, and upgraded support if purchased; (c) we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance of the Services (we will use commercially reasonable efforts to notify you in advance through our Site and by notice to the owner and agents of your account) (“Planned Downtime”) and (ii) for any inability to access caused by circumstances beyond our reasonable control, including, for example, force majeure, governmental action, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (not involving our employees), failure or delay of internet service provider, third party services or acts performed by third parties, including, without limitation, denial of service attack (“force majeure event”). INFINITY TECH ADVISORY, LLC reserves the right to monitor and periodically review your use of INDATA services to ensure that your use complies with this agreement and the service plan restrictions on our site. If INFINITY TECH ADVISORY, LLC discovers that your or any agent’s use of an INDATA service does not comply with the agreement or service plan restrictions on our site, INFINITY TECH ADVISORY, LLC reserves the right to charge you, and you hereby agree to pay for such use, in addition to any other remedies available to us.
Your right to access and use the API is subject to the restrictions and policies implemented by INDATA as set forth in the documentation or as otherwise communicated to you in writing.
3. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for acquiring and maintaining network connections that connect your network to the Services, including, without limitation, “browser” software that supports protocols used by INDATA, including Transport Layer Security (TLS) or other protocols accepted by INDATA, and for following procedures for accessing the Services that support such protocols. We are not responsible for notifying you, agents or end users of any updates, corrections or upgrades to such software or any compromise of data, including service data, transmitted over computer networks or telecommunications facilities (including, but not limited to, the Internet) that INFINITY TECH ADVISORY, LLC does not own, operate or control. We assume no responsibility for the reliability or performance of any connection as described in this section.
4. In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, you agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, sell time-share or commercially exploit or make available the Services to third parties, other than authorized agents and end users in furtherance of your internal business purposes, as expressly permitted in this Agreement; (b) use the Services to process data on behalf of any third party who is not an end user; (c) modify, adapt or hack the services or attempt to gain unauthorized access to the services or related systems or networks; (d) falsely imply any sponsorship or association with INDATA or INFINITY TECH ADVISORY, LLC; (e) use the services in any unlawful manner or activities illegal under local laws, including, without limitation, violating the privacy rights of any person; (f) use the services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the services to store or transmit files, materials, data, text, audio, video, images or other content that infringes the intellectual property rights of any person; (h) use the services in any manner that interferes with or disrupts the integrity or performance of the services and its components; (i) attempt to decipher, decompile, reverse engineer or discover the source code of any software comprising the services; (j) use the services to knowingly post, transmit, upload, upload, link, send or store any content that is unlawful, racist, hateful, abusive, defamatory, obscene or discriminatory; (k) use the services to transmit, upload, link, send or store any virus, malware, Trojan horse, time bomb or any other similar harmful software (the “Malicious Software”); (l) use or launch any automated system that accesses a service (i.e. bot) in a manner that sends more request messages to a service server in a given period of time than a human being could reasonably produce in the same period using a conventional online web browser nor (m) attempt to use or use the services in breach of this agreement.
5. You are responsible for compliance with the provisions of this agreement by users and end users and for all activities that occur under your account, as well as for all service data. Notwithstanding the foregoing, you are solely responsible for ensuring that your use of the Services to store and transmit Service Data complies with all applicable laws and regulations, as well as any policies, agreements or other obligations you may maintain or enter into with Users or End Users. You, also, have sole responsibility for determining whether the services or the information generated through them are accurate or sufficient for your purposes. Subject to any limitations on the number of individual users available under the applicable service plans to which you subscribed or the applicable associated service used, access to and use of the services are restricted to the specified number of individual users permitted and in accordance with your subscription to the applicable service. You agree and acknowledge that each user will be identified by a unique user name and password (the “Login”), and that a User Login may only be used by one (1) individual. You will not share an agent login among multiple individuals. You and Your users are responsible for maintaining the confidentiality of all your account login information.
6. In addition to our rights under this Agreement, we reserve the right, in our reasonable discretion, to temporarily suspend your access to and use of INDATA if we suspect or detect any malicious software related to your account or use of a service by you, your users or end users.
7. You acknowledge that INDATA may modify the features and functionality of the Services during the Subscription Period.
8. You may not access INDATA if you are a direct competitor of INDATA, unless you obtain INFINITY TECH ADVISORY, LLC’s written consent in advance. You may not access the Services for the purpose of monitoring performance, availability, functionality or for any benchmarking or competitive purposes.
9. If you register for a free trial for any of the services, we will make these services available to you free of charge until (a) the end of the free trial period for which you registered to use the applicable service; (b) the start date of any subscription to such service purchased by you; or (c) the termination of the trial by us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Such additional terms and conditions are incorporated into this agreement by reference and are legally binding. Please review the applicable documentation during the trial period to familiarize yourself with the features and functions of the services under the applicable service plans and prior to making your purchase. ANY SERVICE DATA YOU ENTER INTO A SERVICE AND ANY SETTINGS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE THAT INCLUDED THE TRIAL, PURCHASE THE APPLICABLE SERVICE OR EXPORT SUCH SERVICE DATA BEFORE THE END OF THE TRIAL PERIOD.
10. From time to time, we may make beta services available to you at no charge. You may choose to test these beta services at your sole discretion. Beta services are intended for evaluation purposes and not for production, are not supported and may be subject to additional terms that will be presented to you. The beta services are not considered “services” under this agreement; however, all restrictions, our reservation of rights and your obligations relating to the service and your use of any other third party services will apply equally to your use of the beta services. Unless otherwise stated, any trial period for the Beta Services will expire no later than six months after the trial start date or on the date on which a version of the Beta Services becomes generally available and without designation of the applicable Beta Services. We may discontinue the Beta Services at any time in our sole discretion and never make them generally available. We shall have no liability for any damages or injury arising out of or related to a Beta Service.
11. You hereby represent that you have notified your end users, and have received all necessary authorizations from them, to collect, store and process their personal information through INDATA.
CONFIDENTIALITY, SECURITY AND PRIVACY
Subject to the express permissions in this Agreement, each party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner in which each protects its Confidential Information and with no less than reasonable care. Except as otherwise expressly permitted under this Agreement, each of us may use each other’s Confidential Information to exercise our respective rights and perform our respective obligations under this Agreement and will disclose such Confidential Information (a) only to Personnel who have a need to know such Confidential Information for such purposes and who are required to maintain the confidentiality of such Confidential Information and not to misuse it; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction or (c) as reasonably necessary to comply with any applicable law or regulation.
INFINITY TECH ADVISORY, LLC will maintain reasonable administrative, physical and technical measures to protect the security, confidentiality and integrity of the Service Data as appropriate. These protective measures will include, but are not limited to, measures to prevent access, use, modification or disclosure of Service Data by Personnel, except (a) to provide the Services and to prevent or address service, support or technical problems; (b) as required by law.
3. To the extent that the Service Data constitutes Personal Data, you and INFINITY TECH ADVISORY, LLC hereby agree that you shall be deemed the data controller, and the entity on INFINITY TECH ADVISORY, LLC’s behalf shall be deemed the data processor, as such terms are understood under applicable data protection legislation. Unless INFINITY TECH ADVISORY, LLC specifically agrees otherwise, INFINITY TECH ADVISORY, LLC or its respective authorized third party service providers may host the service data in the United States or other locations around the world.
4. You agree that INFINITY TECH ADVISORY, LLC and third party service providers used by INFINITY TECH ADVISORY, LLC to assist in providing the services provided to you will have the right to access your account and to use, modify, reproduce, distribute, display and disclose service data to the extent necessary to provide the services, including in response to your support requests. Third party service providers used by INFINITY TECH ADVISORY, LLC will only have access to your account and service data as reasonably necessary to provide the services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards defined in this agreement (b) your agreement to comply with data transfer restrictions applicable to personal data.
5. Whenever you, your agents or end users interact with our services, we will automatically receive and record browser or device information in our server logs, which may include IP address, cookie information and the type of browser or device used to access the services. Cookies are identifiers that we transfer to your agents’ or end users’ browser or device that allow us to recognize the user or end user and their browser or device, and how our services are used. When we collect this information, we only use this data in aggregate form and not in a way that would personally identify your users or end users. For example, this aggregate data may tell us how often users use a particular feature of the Services and we may use that knowledge to improve the Services.
6. We receive and store any information that you expressly provide to us. For example, through the process of registering for our services or setting up your account, we may collect personal data such as your name, email address, phone number from you and your users. In addition, we may communicate with you and your users. For example, we may send you and your users product announcements and promotional offers or contact you and your users about your use of the Services. If you or a user do not want to receive notifications from us, please indicate this preference by sending an email to [email protected] and provide the name and email address of each agent that you do not want to receive these notifications.
7. We do not sell or rent your personal data or registered information in a form that allows personal identification to anyone. However, we may share your personal data with third parties in the following ways:
a. Collection of Usage Data. For purposes of this section, “Usage Data” means aggregated coded or anonymized data that INFINITY TECH ADVISORY, LLC may collect about a group or category of services, features or users as you, users or end users use a service for certain purposes, such as analytics, and that does not contain Personal Data, which is used to understand trends in the use of the services. In addition to collecting and using usage data ourselves, INFINITY TECH ADVISORY, LLC may share usage data with third parties, including our subscribers, partners and service providers for a variety of purposes, including to help us better understand our subscribers’ needs and improve our services. We may also publish usage data to provide relevant information about the services and for marketing purposes.
b. Aggregate personal data that does not identify the identity of the individual. We may anonymize personal data about your users or end users so that they cannot be individually identified, and publish this anonymous information segmented by industry, location and other metrics to provide qualitative insight into customer support metrics and other relevant perspectives.
Aggregated personal data that does not identify the identity of the individual. We may anonymize personal data about your agents or end users so that they are not individually identifiable, and provide that information to our partners. We may also provide aggregated usage information to our partners for analytical purposes, who may use such information to help us understand how often and how people use our services. However, we never disclose aggregated information to a partner in a manner that would identify its users or end users personally, as individuals.
INTELLECTUAL PROPERTY RIGHTS
Each party shall retain all right, title and interest in and to all of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights (collectively, the “Intellectual Property Rights”). The rights granted to you, your users and end users to use the Services under this Agreement do not grant any additional rights in the Service or any intellectual property rights related thereto. Subject only to the limited rights to access and use the Services (INDATA) as expressed herein, all right, title and interest in and to the Services and all hardware, software and other components or used to provide the Services, including all intellectual property rights, shall remain with INFINITY TECH ADVISORY, LLC and shall belong exclusively to INFINITY TECH ADVISORY, LLC The latter shall have a fully paid-up, royalty-free, worldwide, transferable, sublicensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit or incorporate into the services or use any suggestions, enhancement requests, recommendations or other feedback we receive from you, users, end users or other third parties acting on your behalf. INDATA® and the other INFINITY TECH ADVISORY, LLC product and service names and logos used or displayed in or on the Services are registered or unregistered trademarks of one or more members of the INFINITY TECH ADVISORY, LLC group (collectively the “Trademarks”), and you may only use applicable Trademarks as permitted by our trademark usage guidelines to identify you as a Subscriber; provided that you do not now or in the future attempt to claim any rights in the Marks, demean the distinctive character of the Marks or use the Marks to disparage or discredit us, our services or products.
BILLING, PLAN CHANGES AND PAYMENTS
Unless otherwise stated in an agreement referencing this Agreement, all charges associated with your access to and use of INDATA (the “Subscription Charges”) shall be due and payable in full at the beginning of your subscription period or, with respect to a used Associated Service, at the time such used Associated Service is purchased, subscribed to or used. If you fail to pay your subscription charges or other charges indicated on any order form within five (5) business days of our notice to you that payment is due, in addition to our remedies, we may suspend or terminate your, users’ and end users’ access to and use of INDATA.
If you decide to upgrade your service plan or increase the number of users authorized to access and use a service during your subscription term (a “subscription upgrade”), the incremental subscription charges associated with that subscription upgrade will be prorated for the remainder of your current subscription term, charged to your account and due and payable upon implementation of such subscription upgrade. In any future subscription period, your subscription charges will reflect such subscription upgrades.
No refunds or credits will be given for subscription charges or other fees or payments if you decide to downgrade your service plan or reduce the number of users.
4. Unless otherwise stated, our charges do not include any taxes, levies, duties, tariffs or similar governmental assessments, including value added taxes, sales taxes, use taxes or withholding taxes measured by any local, state, provincial or foreign jurisdiction (collectively the “Taxes”). You are responsible for the payment of taxes, except those assessed against INFINITY TECH ADVISORY, LLC measured by your net income. We will bill you for such taxes if we believe we have a legal obligation to do so and you agree to pay such taxes if so billed.
5. If you pay by credit card or other payment instruments, the services provide an interface for the account holder to change credit card information (e.g., upon card renewal). the account holder will obtain a receipt each time he/she accepts payment from the payment agent or may obtain a receipt within the services to track subscription status. You hereby authorize the payment agent to bill your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the service plan for the services and for the applicable periodic subscription charges for the associated services used that you sign up for until your subscription to the services terminates. You further agree to pay any subscription charges so incurred. If applicable, you authorize INFINITY TECH ADVISORY, LLC and the payment agent to charge your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update your account information with any changes (e.g., a change in your billing address or credit card expiration date) that may occur.
The Payment Agent uses a third party intermediary to administer credit card processing and this intermediary may not store, retain or use your billing information except to process your credit card information for the Payment Agent.
CANCELLATION AND TERMINATION
Either party may elect to terminate your INDATA account and subscription as of the end of your current subscription period by giving notice under this Agreement on or before thirty (30) days prior to the end of such subscription period. Unless your INDATA account and subscription is so terminated, your subscription to a service (including all associated services used) will renew for a subscription period equivalent in length to the expired subscription period. Unless otherwise provided between the parties, the subscription charges applicable to your subscription to a service for any subsequent subscription period shall be our standard subscription charges for the service plan and associated services used to which you have subscribed or which you have implemented, as applicable, as of the time the subsequent subscription period commences. No refund or credit for subscription charges or other fees or payments will be provided to you if you choose to terminate your subscription to the service or cancel your account prior to the end of your current subscription period.
LIMITATION OF LIABILITY
1. UNDER NO CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) IS EITHER PARTY TO THIS AGREEMENT OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR LOST PROFITS, LOST SALES OR BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION, DAMAGE TO TRADE DRESS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND OR ANY OTHER LOSS OR DAMAGE INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL INFINITY TECH ADVISORY GROUP, LLC’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH A SUBSCRIPTION TO OR USE OR EMPLOYMENT OF THE SERVICES EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS AGREEMENT IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND TO LIMIT THE POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY GREATER IF WE ASSUMED ANY LIABILITY OTHER THAN AS SET FORTH IN THIS AGREEMENT. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.
3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so some of the above limitations may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF INFINITY TECH ADVISORY GROUP, LLC SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
INDEMNIFICATION
You will indemnify and hold INFINITY TECH ADVISORY, LLC harmless against any claim brought by a third party against INFINITY TECH ADVISORY, LLC arising out of or related to your, users’ or end users’ use of a service in breach of this agreement or matters you have expressly agreed to be responsible for under this agreement; provided that (a) we will promptly notify you of the threat or notice of such claim; (b) you have sole and exclusive control and authority to select defense counsel and to defend and settle any such claim (provided, however, that you will not settle or compromise any claim that results in liability or admission of any liability by us without our prior written consent) and (c) we cooperate fully with you in connection with such claim.
ASSIGNMENT, COMPREHENSIVE AGREEMENT AND AMENDMENT
You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this agreement or your rights under this agreement or delegate the performance of your duties under this agreement without our prior consent, which consent shall not be unreasonably withheld. We may, without your consent, assign this agreement to any member of INFINITY TECH ADVISORY, LLC or in connection with any merger or change of control of INDATA or INFINITY TECH ADVISORY, LLC or the sale of all or substantially all of our assets provided that any successor agrees to perform its obligations under this agreement. Subject to the foregoing restrictions, this agreement shall be fully binding, for the benefit of the parties and their respective successors and assigns.
SEPARABILITY
If any provision of this agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified by the court and construed as nearly as possible so as to enforce the original provision to the fullest extent permitted by law, and the remaining provisions of this agreement shall remain in full force and effect.
RELATIONS OF THE PARTIES
The Parties are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
