Updated: 6 April 2026
BY AGREEING TO AN ORDER FORM INCORPORATING THIS DRAWBRIDGE SOLUTIONS AGREEMENT (“TERMS“), DRAWBRIDGE PARTNERS, LLC, ALONG WITH THEIR AFFILIATES, SUBSIDIARIES, AND RELATED ENTITIES (COLLECTIVELY, “DRAWBRIDGE“) AND THE CLIENT IDENTIFIED ON THE ORDER FORM (“CLIENT“) AGREE THAT THESE TERMS SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY SOLUTIONS PROVIDED OR TO BE PROVIDED TO CLIENT AS SET FORTH IN SUCH ORDER FORM. AS TO ANY PARTICULAR ORDER FORM, THE ORDER FORM, ANY SUPPLEMENTAL ORDER FORMS, AND THESE TERMS TOGETHER CONSTITUTE THE AGREEMENT OF THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “AGREEMENT.” IN THE EVENT OF ANY CONFLICT BETWEEN THE ORDER FORM(S) AND THESE TERMS, THE TERMS OF THE ORDER FORM SHALL PREVAIL.
The following terms and conditions shall apply to all transactions between the Parties related to the Solutions as identified in the applicable Order Form(s). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Exhibit 1 (Definitions). Additional terms applicable to specific Solutions are set forth in Exhibit 2 (Solution-Specific Terms), which shall apply to the extent Client has ordered the applicable Solutions.
1. SOLUTIONS AND LICENSE GRANT
1.1. Solutions. Client will order and Drawbridge will provide the Solutions as specified in the Order Form(s). Solutions are provided for a set term designated in the Order Form(s) for the Fees set forth therein. Client may access and use the Solutions and Documentation solely for its own internal business purposes and in accordance with the terms and conditions of this Agreement.Client’s access to and use of the Platform and Solutions is subject to the Privacy Policy.
1.2. License Grant. For as long as Client is in compliance with the terms of this Agreement, including payment of all Fees, Drawbridge grants to Client a limited, non-transferable, non-sublicensable, non-exclusive license during the Term to: (i) access and use the Platform and Subscription Services in accordance with the Documentation and this Agreement; (ii) install the object code form of the Software solely in connection with Client’s use of the Solutions and in accordance with the Documentation and this Agreement; and (iii) use the Professional Services in conjunction with the Subscription Services. The Solutions provided under this Agreement shall include any updates, upgrades, bug fixes, version upgrades, or any similar changes that are made generally available to Drawbridge’s customers from time to time during the Term.
2. FEES AND PAYMENT
2.1. Fees. Client agrees to pay a one-time purchase and set-up Fee in the amount set forth in the Order Form(s), plus applicable sales tax, per on-site Equipment, to be paid at the commencement of the Term. Client also agrees to pay Fees (dependent upon the Solutions subscribed for) plus applicable sales tax in the amount set forth in the Order Form(s) at the commencement of the Term and annually thereafter, paid in advance, for the Solutions selected in the Order Form(s). Drawbridge may increase Fees for any renewal term, and unless otherwise specified in the Order Form, annual increases shall not exceed the greater of five percent (5%) or the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the preceding twelve (12) months.
2.2. Payments and Invoices. Payments to Drawbridge shall be in US Dollars and are due within thirty (30) calendar days of Client’s receipt of the applicable invoice. If Client fails to make a timely payment, Drawbridge reserves the right to impose a late payment charge of 1.5% monthly on any outstanding balance, or the maximum rate permitted by law, whichever is less, and Client shall remain responsible for all costs of collection (including legal and collection agency fees). If Client fails to make any payments due, Drawbridge may suspend or terminate the Solutions without any liability to Drawbridge. Suspension of the Solutions shall not relieve Client of its obligation to pay all Fees due under the Agreement, including Fees accruing during any period of suspension. Client’s billing contact information is set forth in the Order Form(s). If Client believes that Drawbridge has billed Client incorrectly, Client must contact Drawbridge no later than thirty (30) days after its receipt of the first billing statement in which the error or problem appeared in order to receive an adjustment or credit, if appropriate.
2.3. Taxes. The Fees set forth in the Order Form(s) are exclusive of any Taxes, and Client is solely responsible for payment of all Taxes except for any taxes based solely on Drawbridge’s net income. If Client is required to pay any Taxes, Client shall pay such Taxes with no reduction or offset in the amounts payable to Drawbridge hereunder, and Client will pay such additional amount as shall be necessary such that Drawbridge receives the full amount of the payment required as if no such reduction or offset were required. If Drawbridge has the legal obligation to pay or collect Taxes for which Client is responsible, Client authorizes Drawbridge to charge Client for such amount.
2.4. Expenses. If, in connection with the Solutions, Drawbridge incurs reasonable out-of-pocket expenses that have been pre-approved in writing by Client, Client agrees to reimburse Drawbridge within thirty (30) days of invoicing for the reasonably documented expenses incurred.
3. TERM AND TERMINATION
3.1. Term. This Agreement commences on the Effective Date for the initial term set forth in the applicable Order Form and shall automatically renew for successive renewal periods as set forth in the Order Form, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term.
3.2. Termination for Cause. Either Party may terminate this Agreement (including all amendments to this Agreement) for cause if the other Party commits a material breach of this Agreement, provided that the terminating Party has given the other Party at least thirty (30) days advance notice to cure the breach (if curable) and the other Party has failed to do so. In the event of any termination by Drawbridge for Client’s material breach, Client will pay to Drawbridge any Fees due that would have become due through the end of the then-current Term. In the event of any termination by Client for Drawbridge’s material breach, Client shall have the right to obtain a refund of any prepaid Fees for the unused portion of the Term.
3.3. Effect of Termination. Upon termination, Client agrees to cease all use of the Solutions and Drawbridge Technology, installed or otherwise, and destroy all copies of any Drawbridge Technology that is in its possession or under its control. Upon Client’s written request made within thirty (30) days following termination or expiration of this Agreement, Drawbridge will make Client Data available to Client for export or download in a standard format. After such thirty (30) day period, Drawbridge shall have no obligation to maintain or provide any Client Data and may, unless legally prohibited, delete all Client Data in its systems or otherwise in its possession or control. If Client continues to access or use the Solutions after the expiration or termination of this Agreement or any Order Form, Client agrees that the terms of this Agreement shall continue to apply to such use.
4. CLIENT RESPONSIBILITIES
4.1. Restrictions. Client agrees not to, directly or indirectly: (i) modify, translate, copy, or create derivative works based on the Drawbridge Technology; (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Solutions, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Drawbridge); (iii) interfere with or disrupt the integrity or performance of the Solutions or the data contained therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to gain unauthorized access to the Solutions or their related systems or networks; or (v) remove or obscure any proprietary or other notice contained in the Drawbridge Technology, including on any reports or data printed from the Drawbridge Technology.
4.2. Client Cooperation. Client shall provide timely and sufficient resources, including personnel and infrastructure, in order for Drawbridge to assist in delivering the Solutions. Client shall designate an employee, who shall be available to Drawbridge to address any issues, and shall oversee anyimplementation by Client’s personnel. Client must identify the Administrators for its account, and is responsible for notifying Drawbridge of changes to Administrators. Client acknowledges that any changes made to the Client’s infrastructure or configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly and that Drawbridge will have no responsibility for the impact of any such Client changes. Client will promptly notify Drawbridge of any material changes to information previously provided that would affect the performance of the Solutions, including any changes to the accuracy of any assessment, report, or score. Drawbridge shall not be liable for any delays, incomplete delivery, or degradation of the Solutions resulting from Client’s failure to fulfill its obligations under this Section.
4.3. Account Security. Client will: (i) be responsible for ensuring the security and confidentiality of all usernames and passwords; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Solutions; (iii) promptly notify Drawbridge of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the Solutions; (iv) not use the Solutions in a manner that would violate applicable laws or regulations; (v) not use the Solutions and transfer any Client Data to Drawbridge for any fraudulent purposes; and (vi) implement safeguards within Client’s environment to protect the Solutions, including the Equipment, from the introduction, whether intentional or unintentional, of (1) any virus or other code, program, or sub-program that damages or interferes with the operation of the Equipment or halts, disables, or interferes with the operation of the Solutions; or (2) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solutions. If Drawbridge determines that Client’s use of or access to the Solutions imposes an actual or imminent threat to the security or stability of Drawbridge’s infrastructure or that Client is abusing its use of the Solutions in contravention of the terms of this Agreement, Drawbridge may, in addition to any other rights, suspend Client’s access to the Solutions until such activity is rectified. If commercially practicable, Drawbridge shall provide Client with notice prior to any such suspension and shall work with Client in good faith to reinstate the Solutions promptly after the issue has been resolved.
5. INTELLECTUAL PROPERTY
5.1. Drawbridge Technology. The Parties agree that: (i) the Drawbridge Technology is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws; (ii) Drawbridge retains all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to the Drawbridge Technology; (iii) rights in any Third-Party Technology are retained by the applicable third-party licensors; (iv) there are no implied licenses, and any rights not expressly granted to Client hereunder are reserved by Drawbridge; and (v) the Solutions are licensed on a subscription basis, and Client acquires no ownership or other interest (other than the license rights expressly stated herein) in or to the Drawbridge Technology. Client may use reports, assessments, policies, and other work product provided by Drawbridge in connection with the Solutions solely for Client’s internal business purposes, and such license to these deliverables shall survive termination of this Agreement. Drawbridge retains all right, title, and interest in all deliverables, excluding Client Data and Client’s Confidential Information contained therein.
5.2. Client Data. As between the Parties, Client retains all right, title, and interest (including any and all intellectual property rights) in and to the Client Data, excluding any Drawbridge Technologyor Drawbridge Confidential Information used with the Client Data. Client grants Drawbridge a non-exclusive, worldwide, royalty-free license during the Term to collect, use, copy, store, transmit, and process Client Data solely to the extent necessary to provide the Solutions to the Client and perform its obligations under this Agreement.
5.3. Anonymized Data. Client acknowledges that Drawbridge may create and use Anonymized Data derived from Client Data for Drawbridge’s lawful business purposes, including for benchmarking and peer analysis, and to operate, analyze, improve, and develop products and services. Under no circumstances will Drawbridge distribute or otherwise make available to any third party any Client Data in such a manner as to identify Client as the provider of any such Client Data.
5.4. Personal Information. Client Data may include information that identifies, relates to, describes, is reasonably capable of being associated with, or linked to a particular individual, whether directly or indirectly (“Personal Information“). Client is responsible for the lawfulness of any such Personal Information and the receipt, use, and processing of it under the Agreement. Client represents and warrants that, where it provides Personal Information to Drawbridge or requests Drawbridge collect or process such information, it: (i) has complied with any applicable laws relating to the collection or provision of such information; and (ii) to the extent required by applicable law, informed the individuals of the possibility of Drawbridge processing their Personal Information on Client’s behalf and in accordance with its instructions. To the extent Drawbridge processes Personal Information on behalf of Client in connection with the Solutions, the terms of the Data Processing Addendum (“DPA”) is available upon Client’s written request. The DPA shall apply only to the extent Client provides Personal Information to Drawbridge or Drawbridge processes Personal Information on Client’s behalf. In the event of any conflict between the DPA and this Agreement with respect to the processing of Personal Information, the DPA shall control.
6. CONFIDENTIALITY
6.1. Each Party shall keep in confidence all non-public information relating to the business, affairs, customers, suppliers, plans, strategy, processes, product information, know-how, intellectual property, or trade secrets of the disclosing Party, as disclosed to it by the other Party that is either marked as confidential or that a reasonable person would recognize as being confidential to the other Party (“Confidential Information“). The receiving Party shall protect the disclosing Party’s Confidential Information by using the same standard of care, but not less than a reasonable standard of care, to prevent the unauthorized use, disclosure, or publication of the Confidential Information as the recipient uses to protect its own Confidential Information. The receiving Party will not disclose the disclosing Party’s Confidential Information to any third party other than, under no lesser standard of confidence, to: (a) its affiliates; (b) its professional advisors; or (c) employees of its subcontractors, provided that such recipients are bound by confidentiality obligations no less protective than those set forth herein, and in each case only to those who need to know such Confidential Information to the extent reasonably necessary for their performance under the Agreement or their use of the Solutions. This Section shall not apply to information that is: (a) in the public domain other than as a result of a breach of the Agreement; (b) in the possession of the receiving Party before such disclosure has taken place; (c) obtained from a third party who is, to the knowledge of the receiving Party, free from any obligations of confidentiality to disclose the same; or (d) developed by the receiving Party independently of and without reference to the Confidential Information. If either Party receives a demand from a competent authority or court or as otherwise required by applicable law to disclose the other Party’s Confidential Information, the receiving Party may comply with such demand if, where permissible, it has given the other Party as much prior notice as possible in order for the other Party to object to the demand. The receiving Party shall return or destroy any Confidential Information upon the written request of the disclosing Party, provided, however, that the receiving Party shall be entitled to retain under the terms of this Agreement, but not use in any manner, the Confidential Information to the extent necessary to comply with applicable law, regulation, or internal document retention policies. The Parties acknowledge that a violation of this Section may cause irreparable harm to the disclosing Party for which monetary damages may not be an adequate remedy, and the disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
7. WARRANTIES
7.1. Drawbridge Warranties. Drawbridge warrants during the Term that: (i) the Solutions shall substantially perform as described in the Documentation; and (ii) the Solutions do not infringe any intellectual property right having effect in the United States (provided that this obligation does not apply with respect to the Solutions, or components thereof, that are: (a) not provided by Drawbridge; (b) combined with other products, processes, or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination; (c) modified other than with Drawbridge’s express written consent; (d) used after Drawbridge’s notice to Client of such activity’s alleged or actual infringement; or (e) not used by Client in strict accordance with this Agreement or the Documentation). IN THE EVENT OF ANY BREACH OF THIS SECTION 7.1, DRAWBRIDGE SHALL, AS ITS SOLE LIABILITY AND CLIENT’S SOLE REMEDY, REPAIR OR REPLACE THE SOLUTIONS THAT ARE SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CLIENT OR, IF DRAWBRIDGE IS UNABLE TO REPAIR OR REPLACE, THEN DRAWBRIDGE WILL REFUND, PRO RATA, ANY PRE-PAID FEES FOR SUCH SOLUTIONS.
7.2. Client Warranties. Client represents and warrants that: (i) Client has all necessary rights, licenses, consents, and authorizations to provide Client Data to Drawbridge and to permit Drawbridge to use such data as contemplated by this Agreement; (ii) Client Data, and Drawbridge’s use thereof in accordance with this Agreement, does not and will not infringe, misappropriate, or violate any third-party rights, including any third party intellectual property rights or privacy rights; (iii) all information provided by Client in connection with the Solutions, including any assessments, questionnaires, or other self-reported inputs, is accurate and complete to the best of Client’s knowledge as of the date provided.
7.3. Disclaimers. EXCEPT FOR THE WARRANTIES DESCRIBED IN SECTION 7.1, THE SOLUTIONS (AND, IF APPLICABLE, THE EQUIPMENT) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE. CLIENT ACKNOWLEDGES THAT DRAWBRIDGE DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR FREE; (B) THE SOLUTIONS ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE; (C) THE FEATURES OR FUNCTIONALITIES OF THE SOLUTIONS WILL BE AVAILABLE AT ANY TIME IN THE FUTURE; OR (D) THE SOLUTIONS WILL IDENTIFY OR DETECT EVERY VULNERABILITY OR SECURITY ISSUE. CLIENT IS RESPONSIBLE AND DRAWBRIDGE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT THE USE OF THE SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTIONS IN WHICH CLIENT MAY DEPLOY AND USE THE SOLUTIONS. ALL DELIVERABLES, INCLUDING REPORTS, ASSESSMENTS, POLICIES, SCORES, AND OTHER WORK PRODUCT PROVIDED BY DRAWBRIDGE, ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE BASED ON THE INFORMATION AVAILABLE TO DRAWBRIDGE AT THE TIME OF DELIVERY. DRAWBRIDGE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR CURRENTNESS OF ANY DELIVERABLE. CLIENT IS SOLELY RESPONSIBLE FOR: (A) REVIEWING, VALIDATING, AND APPROVING ANY DELIVERABLE BEFORE USE OR IMPLEMENTATION; (B) DETERMINING WHETHER ANY DELIVERABLE SATISFIES CLIENT’S SPECIFIC LEGAL, REGULATORY, OR BUSINESS REQUIREMENTS; AND (C) ALL DECISIONS AND ACTIONS TAKEN BASED ON ANY DELIVERABLE. DRAWBRIDGE SHALL HAVE NO LIABILITY FOR HOW CLIENT OR ANY THIRD PARTY USES, RELIES UPON, OR DISTRIBUTES ANY DELIVERABLE, OR FOR ANY CONSEQUENCES ARISING FROM SUCH USE, RELIANCE, OR DISTRIBUTION.
8. INDEMNIFICATION
8.1. By Client. Client will indemnify, defend, and hold harmless Drawbridge and its affiliates, officers, directors, employees, and agents from and against any Claims arising out of or relating to: (i) Client’s breach of its representations and warranties under this Agreement; (ii) Client Data; or (iii) Client’s use of the Solutions in a manner not authorized by this Agreement or the Documentation, including a breach of its obligations under Section 4.
8.2. By Drawbridge. Drawbridge will indemnify, defend, and hold harmless Client and its affiliates, officers, directors, employees, and agents from and against any Claims arising out of or relating to: (i) the Solutions infringing or misappropriating any third-party intellectual property right having effect in the United States; or (ii) Drawbridge’s gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnification obligations set forth in this Section 8.2 are Drawbridge’s sole and exclusive obligations and Client’s sole and exclusive remedies with respect to infringement or misappropriation of third-party intellectual property rights of any kind.
8.3. Indemnification Procedures. The indemnified Party shall: (a) provide prompt written notice of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (b) grant the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party shall not settle any claim that imposes any obligation on the indemnified Party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying Party’s expense.
9. LIMITATION OF LIABILITY
EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR VIOLATIONS OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, OR BUSINESS INTERRUPTION, OF ANY TYPE OR KIND ARISING OUT OF THIS AGREEMENT WHETHER IN AN ACTION, IN CONTRACT, BREACH OF WARRANTY, OR TORT, INCLUDING THOSE DUE TO THE USE OF THE SERVICE (OR ANY INTERRUPTION THEREOF), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, CLIENT’S PAYMENT OBLIGATIONS, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES FOR LOSSES OR DAMAGES IN ANY AND ALL ACTIONS, HOWEVER BASED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY ORDER FORM EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENTUNDER THE ORDER FORM(S) GIVING RISE TO SUCH CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES. THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND EXCLUSIONS SET FORTH HEREIN WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. THIRD-PARTY TECHNOLOGY
Client acknowledges that certain Solutions may incorporate or be delivered through Third-Party Technology. Drawbridge may change Third-Party Technology providers without notice, provided such change does not materially diminish the functionality of the Solutions. DRAWBRIDGE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIRD-PARTY TECHNOLOGY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND SHALL NOT BE LIABLE FOR ANY ACTS, OMISSIONS, OR SERVICE INTERRUPTIONS OF ANY THIRD-PARTY PROVIDER. To the extent any third-party provider offers warranties or indemnities, Drawbridge will use commercially reasonable efforts to pass through such protections for Client’s benefit. Additional terms applicable to specific Solutions that utilize Third-Party Technology are set forth in Exhibit 2.
11. GOVERNING LAW; DISPUTE RESOLUTION
11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
11.2. Arbitration. Any dispute arising out of or relating to this Agreement that cannot be resolved by good faith negotiation between the Parties shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in New York, New York, in accordance with its Commercial Arbitration Rules. For disputes involving claims of $250,000 or less, the arbitration shall be conducted by a single arbitrator. For disputes involving claims exceeding $250,000, the arbitration shall be conducted by a panel of three arbitrators. In either case, the arbitrator(s) shall be mutually selected by the Parties, or if the Parties cannot agree, appointed by the AAA. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration proceedings and any award shall be maintained as confidential by the Parties.
11.3. Arbitration Exceptions. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, and Drawbridge may bring an action in any court of competent jurisdiction to collect unpaid Fees. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, New York, New York for any such proceedings. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. The prevailing Party in any arbitration or court proceeding shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party.
12. NOTICES
All notices required or permitted under this Agreement must be in writing and may be delivered by: (a) personal delivery; (b) U.S. mail (certified or registered, postage prepaid); (c) nationally recognized overnight courier; or (d) email. Notices will be deemed given: (i) upon receipt, if delivered personally; (ii) three (3) business days after being deposited in U.S. mail; (iii) one (1) business day after being sent by overnight courier; or (iv) at the time of transmission when sent by email, provided that the sender does not receive a bounce back, error, or other automated indication of failed delivery. Notices will be sent to the parties at the addresses (including email addresses) specified in the applicable Order Form, or to such other address as a Party may designate in writing. Drawbridge’s notice email address for legal notices is legal@drawbridgeco.com.
13. COMPLIANCE WITH LAWS
Each Party shall comply with all laws and regulations applicable to their respective activities under this Agreement, including but not limited to those that pertain to their respective roles in the industry in which they operate, all applicable import and export laws and regulations, the U.S. Foreign Corrupt Practices Act and any other applicable anti-corruption laws, any applicable anti-human trafficking laws, all economic sanctions, embargos, or other trade prohibitions or restrictions, as well as all applicable federal, state, local, and, as applicable, international laws and regulations that pertain to its use, transmission, processing, and storage of Personal Information hereunder. Each Party 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. Client will not submit to Drawbridge, directly or through the Solutions, any information that is controlled under the U.S. International Traffic in Arms Regulations. Drawbridge reserves the right to suspend use of the Solutions if it reasonably believes that Client may be in violation of any representation or warranty in this Section.
14. FORCE MAJEURE
Neither Party shall be liable for any failure or delay in the performance of its obligations caused by or resulting from a Force Majeure Event. The Party experiencing a Force Majeure Event will provide prompt notice to the other Party. Notwithstanding the foregoing, this Section shall not apply to either Party’s indemnification obligations hereunder or Client’s obligation to pay Fees, Taxes, or other amounts due under the Agreement.
15. MISCELLANEOUS
15.1. No Joint Entity Formed. The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or franchise relationship between the Parties. The employees of Drawbridge will not be deemed to be employees of Client, and the employees of Client will not be deemed to be employees of Drawbridge. Drawbridge may use Affiliates or subcontractors to provide the Solutions, Drawbridge Technology, and other services related thereto. Drawbridge is responsible for its Affiliates’ and subcontractors’ compliance with Drawbridge’s obligations under this Agreement.
15.2. Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to: (i) an Affiliate; or (ii) a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. If Drawbridge assigns this Agreement to an Affiliate, Drawbridge may, upon notice, adjust the calculation of Fees to reflect the default currency governing that Affiliate using the currency exchange rate at the time of assignment.
15.3. Survival of Obligations. The following Sections shall survive termination or expiration of this Agreement: Sections 3.3, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 15, and any other provisions of this Agreement that by their nature or subject matter are intended to survive termination or expiration.
15.4. No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to give any person or entity other than the Parties under this Agreement any legal or equitable claim, right, or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the Parties under this Agreement.
15.5. Severability; Waiver. In the event that any provision or provisions of this Agreement to any particular facts or circumstances are held by any court of competent jurisdiction to be invalid or unenforceable in whole or in part, then (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby; and (ii) such provision or provisions will be reformed without further action by the Parties under this Agreement and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances. Either Party’s failure to enforce any provision of this Agreement against the other Party shall not be construed as a waiver thereof so as to excuse the other Party from future performance of that provision or any other provision.
15.6. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. Counterparts may be delivered via email (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
15.7. Titles/Headings. Titles and headings are for convenience only and have no legal effect.
15.8. Interpretation. If an ambiguity or question of intent or interpretation arises, no presumption or burden of proof will arise favoring or disfavoring the Parties by virtue of the authorship of any provisions of this Agreement.
15.9. Modifications. Client acknowledges and agrees that Drawbridge has the right, in Drawbridge’ssole discretion, to modify these Terms from time to time, and the modified Terms become effective for Client upon renewal of the then-current Term of any effective Order Form(s) or entry into a new Order Form after the updated version of the Terms goes into effect. Drawbridge will use reasonable efforts to notify Client of modifications through communications via the Platform, Client’s email, or other means. Client is responsible for reviewing and becoming familiar with any such modifications, and Client’s continued use of the Solutions after the effective date of the modifications will be deemed acceptance of the modified terms.
15.10. Entire Agreement. This Agreement contains the entire and complete understanding between the Parties concerning the subject matter addressed under this Agreement. This Agreement supersedes and replaces any prior understandings, or written or oral agreements, between the Parties with respect to the subject matter described in this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties, relating to the subject matter of this Agreement, that are not fully expressed in this Agreement. If Client submits a purchase order or any other written instructions that contain any terms or conditions, such order or other instructions shall be considered as a confirmation only and the terms and conditions shall in no way amend, prevail over, supplement, or supersede any term or condition hereof.
15.11. Publicity. Neither Party may use the other Party’s name, logo, or trademarks in any public statement or marketing materials without prior written consent, except that Drawbridge may identify Client as a customer in its marketing materials and client lists.