Subscription Terms of Service

Last Update: 21-Apr-2026

This Subscription Terms of Service (“Agreement”) is entered into by and between Prudentia Sciences, Inc. (“Prudentia”) and the entity or person placing an order or accessing the Service (“Customer” or “you”). If you are accessing or using the Services on behalf of an entity, you represent that you are authorized to accept this Agreement on behalf of that entity, and all references to “you” or “Customer” reference that entity. If your company has already entered into a separate written subscription agreement with Prudentia for use of the Service, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement. If you are accessing or using the Service in your individual capacity, all references to “User” herein mean you individually. The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified below and any Order Forms (as defined below) that reference this Agreement.

This Agreement permits Customer to purchase online platform-as-a-service products and other services from Prudentia pursuant to any Prudentia ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement shall govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer on Order Forms that reference this Agreement.

The “Effective Date” of this Agreement is the date which is the earliest of (a) Customer’s initial access to the Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

Modifications to this Agreement: Prudentia may modify the terms and conditions of this Agreement (including Service pricing and plans) from time to time, with notice given to Customer by email or through the Service. Customer must notify Prudentia within thirty (30) days of notice of the modifications that Customer does not agree to such changes, and Prudentia (at its option and as Customer’s exclusive remedy) may either: (a) permit Customer to continue under the prior version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will apply) or (b) allow Customer to terminate this Agreement and receive a pro-rated refund of any fees Customer has pre-paid for use of the Service for the terminated portion of the applicable Subscription Term. Upon any changes to this Agreement, Customer may be required to click to agree to the modified Agreement in order to continue using the Service, and in any event continued use of the Service after the modifications take effect constitutes Customer’s acceptance of the modifications.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

2. Prudentia Service

  1. Service Overview. The Prudentia Service is an online platform designed to enable Customer to manage and analyze its Customer Data in concert with information provided by Prudentia. with . Customer organizes its use of the Service through individual virtual data room projects (“Projects”) to which it invites Users to participate in defined roles. The Service includes features for Customer to Submit Customer Data and use functionality of the Service to analyze Customer Data. The Service also includes integrations with External Platform, such as connecting their Virtual Data Rooms (VDR).
  2. Provision of Service. The Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). Customer shall purchase and Prudentia shall provide the specific Service as specified in the applicable Order Form.
  3. Access to Service. Customer may access and use the Service solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (“Scope of Use”).
  4. Users. Use of and access to the Service is permitted only by Users. Customer may grant certain Users elevated privileges in accordance with their roles. Customer shall require that all Users keep authentication and authorization information strictly confidential and not share such information with any unauthorized person. Customer will implement measures to ensure that authentication information is not shared by multiple users. Customer shall be responsible for any and all actions taken by Users on Customer’s Account and for rescinding access to its Account by any User that Customer no longer wishes to have access.
  5. Contractors and Affiliates. Customer may permit its independent contractors and consultants who are not competitors of Prudentia (“Contractors”) and its Affiliates to serve as Users, provided Customer remains responsible for compliance by each such Contractor or Affiliate with all of the terms and conditions of this Agreement and any such use of the Service by such Contractor or Affiliate is for the sole benefit of Customer (or such Affiliate). Use of the Service by Affiliates, Contractors and Customer in the aggregate must be within the restrictions in the applicable Order Form. The Affiliate rights granted in this section shall not apply to any “enterprise wide” licenses unless Affiliate usage is designated in the applicable Order Form.
  6. General Restrictions. Customer shall not (and shall not permit any third party to): (a) rent, lease, provide access to or sublicense the Service to a third party (except to Users as permitted herein); (b) use the Service or Output to provide or create, or incorporate the Service into, any similar service provided to a third party or otherwise directly expose the functionality of the Service to any third party (except to Users as permitted herein); (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Prudentia); (d) copy or modify the Service or any Documentation (including any underlying workflows, algorithms, procedures or hierarchies), or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service (including any reports or data printed from the Service); (f) publicly disseminate information regarding the performance of the Service; (g) adversely impact the speed, security or integrity of the Service (or any data contained within the Service); or (h) conduct any penetration testing or exploit or attempt to exploit any vulnerabilities in the Service.

3. External Platforms

  1. External Platform Accounts. The Service may support integrations with certain External Platforms. In order for the Service to communicate with such External Platforms, Customer may be required to input credentials to access and receive relevant information from such External Platforms. By enabling use of the Service with any External Platform, Customer authorizes Prudentia to access Customer’s accounts with such External Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the External Platforms and maintaining appropriate accounts in good standing with the providers of the External Platforms.
  2. No Responsibility for External Platforms. Customer acknowledges and agrees that Prudentia is only responsible for providing and operating the Service and not any External Platform. Prudentia has no obligation with respect to any Customer Materials or Tools that Customer Exports to an External Platform. Except as otherwise set forth in the applicable Order Form, Prudentia does not guarantee that the Service will maintain integrations with any External Platform and Prudentia may disable integrations of the Service with any External Platform at any time with or without notice to Customer.

4. Customer Materials

Customer Obligations.

  1. In General. Customer shall ensure that Customer’s use of the Service is at all times compliant with Customer’s privacy policies and all Laws.
  2. Responsibility for Customer Materials. Customer is solely responsible for the accuracy, content and legality of all Customer Materials (including those obtained from Third-Parties). Customer represents and warrants to Prudentia that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Materials as contemplated in this Agreement and that no Customer Materials will violate or infringe (i) any third-party intellectual property, publicity, privacy or other rights, (ii) any Laws, (iii) any terms of service, privacy policies or other agreement governing Customer’s accounts with any External Platforms or (iv) the AUP.
  3. Private Health Information. Customer agrees not to Submit to the Service any Private Health Information unless (i) the Order Form specifies that customer may do so and includes an applicable Module and (ii) Customer has entered into a Business Associate Agreement (“BAA”) with Prudentia. Unless a BAA is in place, Prudentia will have no liability under this Agreement for Private Health Information, notwithstanding anything to the contrary in this Agreement or under HIPAA or any similar Laws. The mutually executed BAA shall be incorporated by reference into this Agreement and is subject to its terms. For clarity, the BAA only applies to Private Health Information stored within Customer’s Material and not to Private Health Information Customer Exports to any External Platform. Unless a BAA is in place, Prudentia will have no liability under this Agreement for Private Health Information, notwithstanding anything to the contrary in this Agreement or under HIPAA or any similar Laws. For clarity, the BAA only applies to Private Health Information stored within Customer’s Data and not to Private Health Information Customer Exports to any External Platform.
  1. Backups of Customer Materials. Except for disaster recovery measures described in the Documentation, the Service does not archive or backup Customer Materials. Prudentia shall not of its own accord intentionally delete any Customer Materials from the Service prior to termination of Customer’s applicable Subscription Term. Except for the foregoing, Prudentia expressly disclaims all other obligations with respect to maintaining archives or backups of Customer Materials.
  2. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Prudentia from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any Customer Materials or breach or alleged breach by Customer, (b) any service or product offered by Customer in connection with or related to the Service. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (provided that failure to give timely notice shall not relieve Customer of its obligations in this Section, except to the extent it is materially prejudiced by such failure); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Prudentia at Customer’s expense. If a conflict of interest arises, or if Customer fails to assume the defense with reasonably satisfactory counsel, the Prudentia may retain separate counsel at Customer’s expense.

5. Security

Prudentia agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Service or Customer Data. However, Prudentia shall have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Prudentia’s control.

6. Ownership

  1. Rights in Customer Materials. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Materials as provided to Prudentia. Subject to the terms of this Agreement, Customer hereby grants to Prudentia a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit and perform and display the Customer Materials solely to the extent necessary to provide the Service to or as directed by Customer.
  2. Prudentia Technology. This is a subscription agreement to access and use the Service. Customer acknowledges that it is obtaining only a limited right to the Service and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Prudentia or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all of the Service, Documentation, and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (as defined below) (collectively, “Prudentia Technology”). Except as expressly set forth in this Agreement, no rights in any Prudentia Technology are granted to Customer. Further, Customer acknowledges that the Service is an online, hosted solution, and that Customer has no right to obtain a copy of the Service.
  3. Feedback. Customer, from time to time, may submit comments, questions, suggestions or other feedback relating to any Prudentia product or service to Prudentia (“Feedback”). Prudentia may freely use or exploit Feedback in connection with any of its products or services without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.
  4. Service Data. Notwithstanding anything to the contrary herein, Customer agrees that Prudentia may collect Usage Data and other data pertaining to Customer’s use of the Service for a variety of reasons such as to identify, understand, and anticipate performance issues regarding the Service, and the factors that affect them (collectively “Service Data”), and Prudentia may use and share the Service Data to improve, enhance, support, develop, provide and deliver the Service, and any Prudentia methods, techniques, or models, including in connection with providing updates and personalized experiences to customers, during and after the term of this Agreement provided that Prudentia does not identify Customer as the source of such Service Data without Customer’s prior written permission. .
  5. Customer Data. Customer is solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; and (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party. Customer acknowledges and agrees that Customer Data may be irretrievably deleted if Customer’s account is terminated.
  6. Output. To the extent Prudentia obtains any intellectual property rights in or to any Output, Prudentia hereby assigns and agrees to assign to Customer all right, title and interest in and to such Output. Customer understands and agrees that, notwithstanding the foregoing, due to the nature of machine learning, output generated and returned to users of the Service may not be unique across users and that the Service may generate the same or similar output third party. Customer understands and agrees that output generated for other users using Service is not considered Customer’s Output, regardless of any similarity to Output received by Customer. Prudentia may use and modify the Output to provide, maintain, develop and improve the Service for Customer during the Term, to enforce the terms of this Agreement and to comply with applicable law. Prudentia may also use and modify Output to develop, support and deliver improvements to its products and services, provided that such data is de-identified.

7. Subscription Term, Fees, and Payment

  1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term shall automatically renew for additional twelve (12) month periods at Prudentia’s then-current license rates unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
  2. Fees and Payment. All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of invoice, unless otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 13 (Indemnification), all fees are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Prudentia. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
  3. Suspension of Service. Without limiting Prudentia’s termination or other rights hereunder, Prudentia reserves the right with notice (email sufficient) to suspend Customer’s access to the Service in whole or in part, without liability to Customer: (i) if Customer’s account is thirty (30) days or more overdue; (ii) for Customer’s breach of Sections 2.6 (General Restrictions) or 6.1 (Customer Obligations); or (iii) to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Service. Unless this Agreement has been terminated, Prudentia will cooperate to restore Customer’s access to the Service promptly after Prudentia verifies that Customer has resolved the issue requiring suspension.

8. Term and Termination

  1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration (subject to Section 17.1) or termination of all Subscription Terms.
  2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
  3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease any and all use of and access to the Service (including any and all related Prudentia Technology) and delete (or, at Prudentia’s request, return) any and all copies of the Documentation, any Prudentia passwords or access codes and any other Prudentia Confidential Information in its possession. Customer acknowledges that following termination it shall have no further access to the Service or any Customer Materials Submitted to the Service, and that Prudentia may delete any such materials as may have been stored by Prudentia at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
  4. Survival. The following Sections shall survive any expiration or termination of this Agreement: 2.6 (General Restrictions), 4.2 (Backups of Customer Materials), 4.3 (Indemnification by Customer), 6 (Ownership), 7.2 (Fees and Payment), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 12 (Limitation of Remedies and Damages), 13 (Indemnification), 14 (Confidential Information) and 16 (General Terms).

9. Limited Warranty

  1. Limited Warranty. Prudentia warrants, for Customer’s benefit only, that the Service will operate in substantial conformity with the applicable Documentation. Prudentia’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, for Prudentia to use commercially reasonable efforts to correct the reported non-conformity, or if Prudentia determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer shall receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 11.1 shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge or evaluation basis.
  2. Warranty Disclaimer. (A) EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, THE SERVICE IS PROVIDED “AS IS”. NEITHER PRUDENTIA NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. PRUDENTIA DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES PRUDENTIA WARRANT THAT IT WILL REVIEW THE CUSTOMER MATERIALS OR OUTPUT FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER MATERIALS OR OUTPUT WITHOUT LOSS. PRUDENTIA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PRUDENTIA. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
  3. PRUDENTIA HAS NO LIABILITY OR RESPONSIBILITY, AND CUSTOMER IS SOLELY RESPONSIBLE, FOR ASSESSING WHETHER THE SERVICE (INCLUDING PRUDENTIA’S EXPRESS SECURITY OBLIGATIONS) WILL MEET CUSTOMER’S REGULATORY OR OTHER LEGAL OBLIGATIONS. PRUDENTIA DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL ACHIEVE CUSTOMER’S DESIRED RESULTS AND PRUDENTIA DISCLAIMS ALL LIABILITY OF ANY KIND FOR DECISIONS MADE BASED ON OUTPUT OR OTHER RESULTS OF THE SERVICE.
  4. Without limiting the foregoing, Customer understands that Output provided by generative AI features may contain errors and omissions or “hallucinate.” It is Customer’s sole responsibility to verify the accuracy and relevancy of any Output provided by such features.

10. Availability

The Prudentia Platform shall have an availability of 99.9% not including planned maintenance periods.

11. Support

During the Subscription Term of the Service, Prudentia shall provide end user support.

12. Limitation of Remedies and Damages

  1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
  2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY AND ITS SUPPLIERS’ ENTIRE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO Prudentia DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
  3. Excluded Claims. “Excluded Claims” means any claim arising (a) from Customer’s breach of Section 2.6 (General Restrictions); (b) under Section 4.1 (Customer Obligations); and (c) from a party’s fraud or willful misconduct.
  4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. Indemnification

Prudentia shall defend Customer from and against any claim by a third party alleging the Service when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and shall indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Prudentia (including reasonable attorneys’ fees) resulting from such claim, provided that Prudentia shall have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Prudentia to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of the Service is (or in Prudentia’s opinion is likely to be) enjoined, if required by settlement or if Prudentia determines such actions are reasonably necessary to avoid material liability, Prudentia may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or if (a) and (b) are not, in Prudentia’s reasonable opinion, commercially reasonable, (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Prudentia. The foregoing indemnification obligation of Prudentia shall not apply: (1) if the Service is modified by any party other than Prudentia, but solely to the extent the alleged infringement is caused by such modification; (2) if the Service is combined with platforms, data, products or processes not provided by Prudentia, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Service; (4) to any action arising as a result of Customer Materials, or any other third-party deliverables or components contained within the Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Prudentia’s prior written consent. THIS SECTION 13 SETS FORTH PRUDENTIA’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

14. Confidential Information

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the other party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Prudentia Technology, performance information relating to the Service, and the terms and conditions of this Agreement shall be deemed Confidential Information of Prudentia without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any of the Disclosing Party’s Confidential Information to third parties and (2) not use the Disclosing Party’s Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Prudentia, the subcontractors referenced in Section 16.10), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 14. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

15. Co-Marketing

At the request of Prudentia, Customer agrees to the issuance of a joint press release (“Press Release”) on a mutually agreed upon date or the 90th day from the Effective Date, whichever is earlier. Each party will have the right to approve the Press Release in advance, but such approval will not be unreasonably delayed or withheld. Customer also agrees to participate in other reasonable marketing activities that promote the benefits of the Service to other potential customers and to Prudentia’s use Customer’s name and logo on Prudentia’s web site and in Prudentia promotional materials. Customer agrees that Prudentia may disclose Customer as a customer of Prudentia.

16. General Terms

  1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
  2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
  3. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the personal jurisdiction of such courts.
  4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
  5. Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
  6. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
  7. Order of Precedence. In case of conflict between any provisions of this Agreement, the order of precedence of the documents constituting this Agreement is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (1) Amendments to the Agreement; (2) the Agreement including any exhibits; (3) quotes; and (4) purchase orders and any other document that makes specific reference to this Agreement.
  8. Entire Agreement. 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 and communications relating to the subject matter of this Agreement. Customer acknowledges that the Service is an online, subscription-based product, and that in order to provide improved customer experience Prudentia may make changes to the Service, and Prudentia will update the applicable Documentation accordingly.
  9. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
  10. Subcontractors. Prudentia may use the services of subcontractors and permit them to exercise the rights granted to Prudentia in order to provide the Service under this Agreement, provided that Prudentia remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Service as required under this Agreement.
  11. Subpoenas. Nothing in this Agreement prevents Prudentia from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Prudentia will use commercially reasonable efforts to notify Customer where permitted to do so.
  12. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
  13. Independent Development. Subject to any obligations of confidentiality and to the parties’ respective intellectual property rights, in no event shall either party be precluded or restricted from developing, using, marketing or providing for itself, or for others, materials that are competitive with the products and services of the other party, irrespective of their similarity to any products or services offered by the other party in connection with this Agreement. Each party acknowledges that the other may already possess or have developed such materials. In addition, each party shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques within the scope of its business that are used or developed in the course of undertaking this Agreement by such party, and each party shall remain free to provide products and services to any client or prospective client, and to enter into to alliance, teaming or other arrangements with any third party (including competitors of the other party), so long as the terms of this Agreement are not violated.
  14. Export Control. In its use of the Service, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer shall not (and shall not permit any of its users to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations.
  15. Government End-Users. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.
  16. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.