1.1 "Affiliate" of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity's shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
1.2 "Authorized User" means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your Statement of Work. For Services such as BR Data SR Data Systems Co. Inc. d/b/a BR Data Cloud Service that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the Services to interact with You, such third parties will be considered "Authorized Users" subject to the terms of this Agreement and Your order.
1.3 "Cloud Service" means any distinct, subscription-based, hosted, supported and operated on-demand solution provided by BR Data under a Statement of Work or Order.
1.4 "Cloud Materials" mean any materials provided or developed by BR Data (independently or with Customer's cooperation) in the course of performance under the Agreement, including in the delivery of any support or Consulting Services to Customer. Cloud Materials do not include the Customer Data, Customer Confidential Information or the Cloud Service.
1.5 "Confidential Information" means
(a) with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, (iii) Customer implementation plans, and/or (iv) Customer financial information, and
(b) with respect to BR Data: (i) the Cloud Service, Documentation, Cloud Materials and analyses under Section 3.2, and (ii) information regarding BR Data research and development, product offerings, pricing and availability.
(c) Confidential Information of either BR Data or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
1.6 "Consulting Services" means professional services, such as implementation, configuration, custom development and training, performed by BR Data's employees or subcontractors as described in any Order.
1.7 "Customer Data" means any content, software, data (including Personal Data), information, text, images, audio, video, photographs, non-BR Data or third-party applications, and other content and material, in any format, provided by any Authorized Users that is stored in, or run on or through, the Cloud. Customer Data will not include BR Data's Confidential Information.
1.8 "Documentation" means BR Data's then-current technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for the Cloud Service which is made available to Customer with the Cloud Service.
1.9 "Order" or "Statement of Work" means the order form, Statement of Work or otherwise ordering document for a Service that include additional terms applicable to you and that references this Agreement.
1.10 "Site" means BR Data's websites and applications, including but not limited to: https://brdata.com/ and https://cloud.brdata.com/.
1.11 "Subscription Term" means the term of a Cloud Service subscription of which the initial term is identified in the applicable Order, including all renewals.
1.12 "Specifications" means the following documents, as applicable to the Cloud Services under Your Order: (a) Any Cloud Hosting and Delivery Policies and Documentation; (b) the Data Processing Agreement described in this Agreement; (b) BR Data's privacy policies; and (c) any other BR Data documents that are referenced in or incorporated into the Order (e.g., Supplemental Order Applicable to a specific Software or service accompanying the Cloud Service)
BR Data grants You a non-exclusive, non-transferable, worldwide right to use the Cloud Service (including its implementation and configuration), Cloud Materials and Documentation solely for Customer's and its Affiliates' internal business operations during the period defined in Your Order unless earlier terminated in accordance with this Agreement or Your Order.
As a registered user of the Cloud Service, You will establish a user account ("Account" or "Access Credentials"). Do not reveal Your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of the Account and for all activities that occur on or through Your Account. You agree to immediately notify BR Data of any security breach (or reasonably suspected breach) of the Account. Provided we have exercised reasonable skill and due care, BR Data shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from the You -or the Authorized Users- not following these rules.
In order to use the Cloud Service, you must enter an ID and password to authenticate your Account. You agree to provide accurate and complete information when you register with, and as you use, the Cloud Service ("Account Information"), and you agree to update your Account Information to keep it accurate and complete. Failure to provide accurate, current and complete Account Information may result in the suspension and/or termination of your Account. You agree that BR may store and use the Account Information you provide for use in maintaining and billing fees to your Account.
Customer will not and may not cause or permit others to: (a) use the Cloud Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Cloud Services without BR Data's prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Cloud Services; or (d) use the Cloud Services to perform cyber currency or crypto currency mining. In addition to other rights that we have in this Agreement and the Order, BR Data has the right to take remedial action if the Acceptable Use Policy described in this section 2.3 is violated, and such remedial action may include removing or disabling access to material that violates the policy.
Customer may permit Authorized Users to use the Cloud Service and understand that You are responsible for their compliance with this Agreement and the Order. Access Credentials for the Cloud Service may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Cloud Service.
You understand and agree that BR Data may suspend or limit use of the Cloud Service at any time if continued use may result in material harm to the Cloud Service or its users. BR Data will promptly notify Customer of such suspension or limitation. BR Data will limit a suspension or limitation in time and scope as reasonably possible under the circumstances (please refer to Section 6.2 herein for additional information).
Authorized Users may access certain Cloud Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement. We encourage You to carefully read these applicable terms and conditions when they are presented to You.
We may provide You with on-premise components that can be downloaded and installed (including updates) by You, or otherwise the ability to obtain certain software, modules or optional services for use with or in relation to the Cloud Services (Collectively "Additional Services"). Additional Services are licensed to You under separate terms, and Your license to use of such Additional Services will be governed by such separate terms provided with the Order(s) and Specifications relating to such Additional Service(s).
During the Subscription Term, the Cloud Service and this Agreement may be modified by BR Data to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third-Party Content (as defined below). Modifications may include optional new features for the Cloud Service, which Customer may use subject to the then-current Documentation. BR Data updates to the Cloud Services or Specifications will not materially reduce the level of performance, functionality, security or availability of the Cloud Services during the Subscription Term of Your Order.
BR will inform Customer of modifications by email, the support portal, release notes, Documentation or on the Site. The information will be delivered by email if the modification is not solely an enhancement.
BR Data continuously monitors the Cloud Services to: ensure Customer's access; facilitate BR's operation of the Cloud Services; to support Customer as referenced in the Order; help resolve Customer's service requests; to detect and address threats to the functionality, security, integrity, and availability of the Cloud Services as well as any content, data, or applications in the Cloud Services; and to detect and address illegal acts or violations of the Acceptable Use Policy (described in Section 2.3 of this Agreement). BR Data monitoring tools do not collect or store any of our Customer's Data residing in the Cloud Services, except as needed for such purposes. BR Data does not monitor, and does not address issues with, third party software provided by Customer or any of Authorized Users that is stored in, or run on or through, the Cloud Services. Information collected by BR Data monitoring tools (excluding Customer Data) may also be used to assist in managing BR Data's product and service portfolio, to help BR Data address deficiencies in its product and service offerings, and for license management purposes.
We may; (a) compile statistical and other information related to the performance, operation and use of the Cloud Services, and; (b) use data from the Cloud Services and Consulting Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (a) and (b) are collectively referred to as "Analyses"). We may make Analyses publicly available; however, Analyses will not incorporate Customer Data, Personal Data or Confidential Information in a form that could serve to identify Customer or any individual. These anonymize and aggregate information will be treated as Cloud Materials.
Analyses may be used for the following purposes:
BR Data will implement and maintain appropriate technical and organizational measures to protect the personal data processed by BR Data as part of the Cloud Service as described in the applicable Data Processing Agreement ("DPA") for BR Data Cloud Services incorporated into the Order in compliance with applicable data protection law.
Customer is responsible for the Customer Data and entering it into the Cloud Service. Customer grants to BR Data a nonexclusive right to process Customer Data solely to provide and support the Cloud Service. Specifically, Customer grants BR Data the right to host, use, process, display and transmit Customer Data to provide the Services pursuant to and in accordance with this Agreement and Customer's Order. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining all rights related to Customer Data required by BR Data to perform the Services described in the Order.
Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws. To the extent Customer Data includes Personal Data, we will furthermore comply with the following:
Without prejudice to Sections 4.2 above, Customer is responsible for (a) any required notices, consents and/or authorizations related to Customer's provision of, and our processing of, Customer Data (including any Personal Data) as part of the Cloud Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Customer Data, including any viruses, worms, Trojan horses, or other harmful programming routines contained in Customer Data, and (c) any use by Customer or Authorized Users of the Cloud Services in a manner that is inconsistent with the terms of this Agreement. In the event Customer discloses or shares Customer Data to any third party, BR Data will no longer be responsible for the security, integrity or confidentiality of such content outside of BR Data's control.
Unless otherwise specified in Your Order, Customer Content may not include any sensitive or special data that imposes specific data security or data protection obligations on BR Data in addition to or different from those specified in this Agreement, the Order and/or applicable Supplement(s).
All fees payable are due within 30 days from the invoice date unless otherwise provided in the Order. Once placed, Customer's order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your Order. If Customer exceeds the quantity of Services ordered, Customer must promptly purchase and pay fees for the excess quantity. Customer understands that Customer may receive multiple invoices depending on the Services ordered.
In the event Customer does not provide timely payment as described in this Agreement or Order, BR Data may, in its sole discretion, send a written notice to Customer upon which we will suspend Customer's use of the Cloud Service until payment is received. Customer cannot withhold, reduce or set-off fees owed.
Fees and other charges imposed under an Order will not include taxes, all of which will be for Customer's account. Customer is responsible for all taxes, other than BR Data's income and payroll taxes. Customer must provide to BR Data any direct pay permits or valid tax-exempt certificates prior to signing an Order. If BR Data is required to pay taxes (other than its income and payroll taxes), Customer will reimburse BR Data for those amounts and indemnify BR Data for any taxes and related costs paid or payable by BR Data attributable to those taxes.
The Subscription Term is as stated in the Order.
We may suspend Customer or Authorized User's access to, or use of, the Services if we believe that (i) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (ii) You or Your Users are accessing or using the Services to commit an illegal act; or (iii) there is a violation of the Acceptable Use Policy (described above, in Section 2.3 of this Agreement). We will provide Customer with advance notice of any such suspension unless unreasonably practicable un unlawful under the circumstances. Upon determination that the issue causing the suspension has been resolved BR Data will use reasonable efforts to promptly re-establish Your access and use of the Cloud Services. During any suspension period, we will make Customer Data (as it existed on the interruption date) available to Customer unless unlawful. In the event of such suspension, Customer agrees and understand that Customer will not be excused from its obligations to make payments under this Agreement.
If either BR Data or Customer breaches a material term of this Agreement or the Order, the non-breaching party will notify the breaching party in writing; upon notification, the breaching party will have 30 days to cure the breach (if curable). Upon failure to cure such material breach within 30 days, the non-breaching party may terminate (a) in the case of breach of any Order, the Order under which the breach occurred; or (b) in the case of breach of the Agreement, the Agreement and any Order(s) that have been placed under the Agreement.
If BR Data terminates any Order(s) as specified in the preceding sentence, Customer must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Cloud Services and/or Additional Services under the applicable Order(s) plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree, in its sole discretion, to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. You understand and agree that Your rights to use the Cloud Service(s) ordered may be interrupted, suspended or permanently terminated if Customer is in default under this Agreement.
Upon the effective date of expiration or termination of the Agreement:
Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
Certain content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content ("Third-Party Content"). BR Data and its Affiliates have no control over such third-party sites and/or materials, you acknowledge and agree these Third-Party Content are not part of the Cloud Service and the Agreement does not apply to them (unless otherwise stated in the Order). BR Data is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Third-Party Content, advertising, products or materials on or available from such sites or resources, all ownership and intellectual property rights related to these third parties are governed by separate third party terms between You and the third party. You further acknowledge and agree that BR Data shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Third-Party Content, advertising, products or materials on or available from such sites or resources.
Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Subscription Term we will perform the Services using commercially reasonable care and skill in all material respects as described in the Order. If the Cloud Services provided to the Customer were not performed as warranted, Customer must promptly provide us with a written notice that describes the deficiency in the Cloud Services.
BR DATA DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT BR DATA WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
BR DATA DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BR DATA DISCLAIMS ANY LIABILITY RELATING THERETO.
FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS.
(A) BR Data will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer and its Affiliates use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. BR Data will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement BR Data enters into) with respect to these claims. BR Data's obligations under Section 9.1 will not apply if the claim results from; (a) Customer's breach of Section 2.3; (b) an infringement claim is based on Third Party Content or any material from a third party portal or other external source that is accessible or made available to Customer within or by the Cloud Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from third party data providers, etc.), or (c) use of the Cloud Service provided for no fee.
(B) In the event a claim is made or likely to be made, BR Data may (a) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (b) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, BR Data or Customer may terminate Customer's subscription to the affected Cloud Service upon written notice to the other.
Customer will defend BR against claims brought against BR Data, its Affiliates and subcontractors by any third party related to Customer Data. Customer will indemnify BR Data against all damages finally awarded against BR Data, its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.
The party against whom a third-party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. The party that is obligated to defend a claim will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
The provisions of Section 9 of this Agreement state the sole, exclusive, and entire liability of the parties, their Affiliates, partners and subcontractors to the other party, and is the other party's sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third-party intellectual property rights.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BR DATA AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), GOODWILL, REPUTATION USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BR DATA AND AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
BR Data, its Affiliates or licensors own all intellectual property rights in and related to the Cloud Service, Cloud Materials, Documentation, Consulting Services, Additional Services, design contributions, related knowledge or processes, and any derivative works of them. All ownership and intellectual property rights not expressly granted to Customer are retained by BR Data, and its licensors without limitation.
Customer or Customer licensors retain all ownership and intellectual property rights in and related to Customer Data. However, where appropriate, BR Data may use Your provided trademarks solely to provide and support the Cloud Service.
Customer covenants, on behalf of itself and its successors and assigns, not to assert against BR Data, its Affiliates or licensors, any rights, or any claims of any rights, in any Cloud Service, Cloud Materials, Documentation, Consulting Services, or other Services.
By virtue of this Agreement, BR Data and Customer may disclose to each other Confidential Information. Confidential Information shall be limited to the terms and pricing under this Agreement and Your Order, Customer Data residing in the Services, and all information clearly identified as confidential at the time of disclosure. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 12. Customer will not disclose the Agreement or the pricing to any third party. For the avoidance of doubt, any Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 12.
In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party's expense) with respect to handling of the Confidential Information.
A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that BR Data may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with BR Data. Each party may disclose the other party's Confidential Information in any legal proceeding or to a governmental entity as required by law.
Neither Customer nor BR Data shall be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both Customer and BR Data will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of Customer or BR Data may cancel unperformed Cloud Services and affected Order upon written notice. This Section 13 does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer obligation to pay for the Cloud Services.
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Such export laws govern use of the Cloud Service (including technical data) and any Services deliverables provided under this Agreement, and You and we each agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from any Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
You acknowledge that the Cloud Services are designed with capabilities for You and Your Authorized Users to access the Cloud Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content.
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
Electronic signatures that comply with applicable law are deemed original signatures.
Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: SR Software Data Software Solutions at 175 Pinelawn Road, Suite #305 Melville, NY 11747 Attention: Legal Department or at firstname.lastname@example.org.
We may give notices applicable to our Services customers by means of a general notice on the Site for the Cloud Services, and notices specific to You by electronic mail to Your e-mail address on record in our Account information or by written communication sent by first class mail or pre-paid post to Your address on record in our account information.
Without BR Data's prior written consent, You may not assign or transfer the Agreement (or any of its rights or obligations) to any party. BR Data may assign the Agreement to BR Data or any of its Affiliates without your prior authorization.
BR Data may subcontract parts of the Cloud Service, Consulting Services or Additional Services to third parties.
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and BR Data shall be governed by the laws of the State of New York, excluding its conflicts of law provisions. Customer and BR Data agree to submit to the personal and exclusive jurisdiction for any proceeding brought hereunder shall be with the state and federal courts residing in Suffolk County, New York to resolve any dispute or claim arising from this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
The Agreement constitutes the complete and exclusive statement of the agreement between BR Data and Customer in connection with the parties' business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 2.7 of this Agreement.