|
Docusign Envelope ID:861 Fg6OD-5A7A-4OC7-A546-9E2B8236ACC2
<br /> by implication, operation of law or otherwise, any other license or other right in or to the Relying Party IP. Evident I!
<br /> viill not take any action inconsistent with Relying Party's ownership of the Relying Party IP, Relying Party
<br /> acknowledges that Authorized End Users have an ownership interest in their respective Evident ID and may use their
<br /> Evident ID at their discretion.
<br /> i
<br /> I 7.3. Feedback. If Relying Party, Authorized Relying Party Users or Authorized End Users send or transmit any
<br /> communications, comments, questions, suggestions, or related materials to Evident, whether by letter, email,
<br /> telephone, or otherwise("Feedback'),suggesting or recommending changes to the Subscription Services, including,
<br /> without limitation, new features or functionality relating thereto, all such Feedback is, and will be exclusively owned
<br /> by Evident. Relying Party hereby assigns all right, title, and interest in, and Evident is free to use, without any
<br /> attribution or compensation to Relying Party, any ideas, know-how, concepts, techniques, and all applicable
<br /> intellectual property rights relating to the Feedback,whether or not patentable,for any purpose whatsoever,including
<br /> but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or
<br /> indirectly; products and services using such Feedback. Relying Party agrees and understands that Evident is not
<br /> obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in
<br /> the Feedback,. and Relying Party has no right to compel such use, display, reproduction, or distribution.
<br /> 7.4. Use of Marks. Relying Party expressly authorizes Evident to use the indiria(i.e., name, logo, trademarks)
<br /> of Relying Party as follows: (i)as needed as part of the provision of the Subscription Service, (ii)in discussions with
<br /> individual customers or potential customers, and (iii) generally on its website and for sales and marketing purposes
<br /> provided that for any such usage under this subsection (iii) Relying Party has provided its approval of such usage.
<br /> 8. WARRANTIES, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.
<br /> 8.1. MOutual Warranties, Each party hereby represents and warrants (1)that it is duly organized, validly existing
<br /> and in good standing under the laws of its jurisdiction of incorporation or organization, (ii) that the Agreement
<br /> constitutes a valid and binding obligation of such party and will be enforceable against such party in accordance with
<br /> its terms and(iii)that it will comply with any and all local, state and/or national laws, and/or regulations applicable to
<br /> such party, including those related to data privacy and the transmission of personal data,
<br /> 8,2. Disclaimer. EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 8.1, TO THE
<br /> MAXIMUM (EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICES, THE DATA
<br /> SERVICES, AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND EVIDENT, ITS LICENSORS AND
<br /> SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES,
<br /> WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES
<br /> OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR
<br /> PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT,AND NON-INFRINGEMENT OF THIRD-PARTY
<br /> RI (-ITS. FURTHER, EVIDENT, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DOES NOT
<br /> V0XRRANT THAT THE SUBSCRIPTION SERVICES, THE DATA SERVICES, OR THE DOCUMENTATION WILL
<br /> MEw i RELYING PARTY'S REQUIREMENTS OR THAT THE OPERATION OF THE SUBSCRIPTION SERVICES
<br /> OR, THE DATA SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE, OR THAT
<br /> ALL ;ERRORS WILL BE CORRECTED. EVIDENT DOES NOT GUARANTEE RELYING PARTY'S COMPLIANCE
<br /> 'IY P-i; ALL APPLICABLE LAWS IN ITS USE OF REPORTED INFORMATION, AND DOES NOT PROVIDE LEGAL
<br /> GR-OTHER COMPLIANCE RELATED SERVICES UPON WHICH RELYING PARTY MAY RELY IN CONNECTION
<br /> ITS FURNISHING OF REPORTS. RELYING PARTY UNDERSTANDS THAT ANY CONVERSATION OR
<br /> C01,,,!MUNiCATION WITH EVIDENT'S REPRESENTATIVES REGARDING SEARCHES, VERIFICATIONS OR
<br /> CTHER SERVICES OFFERED BY EVIDENT ARE NOT TO BE CONSIDERED A LEGAL OPINION REGARDING
<br /> S"UC'i USE.RELYING PARTY AGREES THAT IT WILL CONSULT WITH ITS OWN LEGAL OR OTHER COUNSEL
<br /> i E:_''-ARDING THE USE OF BACKGROUND SCREENING SERVICES, INCLUDING BUT NOT LIMITED TO, THE
<br /> L_Uf,LITY OF USING OR RELYING ON REPORTED INFORMATION, DEVELOPMENT OF INTERNAL POLICIES
<br /> Al,.!I- PROCEDURES,AND ADVERSE ACTION PROCESSES.
<br /> 8 . Exclusions of Remedies; Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER
<br /> AcRL`CABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO
<br /> !12E OTHER PARTY OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT
<br /> L`AD;LITY OR OTHER LEGAL OR EQUITABLE THEORY FOR(A)ANY LOST PROFITS, LOST OR CORRUPTED i
<br /> DAAT
<br /> A, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL,
<br /> INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES HEREUNDER OR (B) ANY DAMAGES, IN THE
<br /> ,,CGREGATE, 1N EXCESS OF THE TOTAL AMOUNT OF ALL FEES PAID TO EVIDENT BY RELYING PARTY
<br /> ULCER SECTION b DURING THE WfELVE (12) MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT
<br /> g
<br /> i
<br />
|