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Property Insurance Valuation Platform™ Terms of Service (Corporate Customer Version)

Updated

Last Updated: July 2024

THESE TERMS OF SERVICE (“TERMS”) (A) CREATE AN AGREEMENT BY AND BETWEEN KROLL ADVISORY LTD. AND ITS AFFILIATES AND THE LEGAL ENTITY OR AN AUTHORIZED PERSON OF SUCH LEGAL ENTITY AGREEING TO THESE TERMS, AND (B) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN ACCESS TO AND USE OF KROLL ADVISORY LTD.’S PROPERTY INSURANCE VALUATION PLATFORMTM (“SOFTWARE”).

 

BY CLICKING “I AGREE”, YOU AGREE TO ACCEPT, FOLLOW, AND BE BOUND BY THE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS AND THAT YOU AGREE TO THESE TERMS ON THE LEGAL ENTITY’S BEHALF. IF YOU DO NOT HAVE THE AUTHORITY OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT SELECT THE “I AGREE” BUTTON AND ARE NOT AUTHORIZED TO ACCESS AND USE THE SOFTWARE

 

  1. Definitions
    • “Algorithmic Valuation” or “Valuation” or “Value”, as used in Software or in any documentation related thereto, describes an automated data valuation process undertaken to estimate the RCV of a Property for Customer’s internal informational purposes that relies solely upon Customer or User provided data and other third-party data sources.
    • “Customer” is the legal entity that has entered into a Customer Agreement and is agreeing that these Terms govern Customer’s and User’s access and use of Software.
    • “Customer Agreement” means a separate agreement for license of Software. If there is any contradiction between these Terms and the Customer Agreement, these Terms shall take precedence.
    • “Expert Valuation” as used in Software or in any documentation related thereto describes a property insurance appraisal service undertaken to estimate the RCV of a Property for insurance purposes and performed by qualified professionals, including their exercise of professional judgement. Expert Valuation services must be contracted for separately.
    • “Property” as used in Software or in any documentation related thereto refers to the building(s) identified by Customer in Software or uploaded into Software on the Customer’s behalf.
    • “RCV” or “Replacement Cost Value” is defined as the current cost of replacing the Property (asset), like for like, with no betterment, at one time, in accordance with current market prices for labor, materials, contractors’ overhead and fees, but without provisions for overtime, bonuses for labor, or premiums for materials and equipment. The estimation of RCV allows for national building codes but does not consider any construction codes imposed by state or local municipalities, ordinances, or other legal restrictions. RCV is not synonymous with a fair market value appraisal. We may calculate RCV as the current cost of a similar new property (asset) having the nearest equivalent utility, where appropriate and applicable.
    • “Risk Ratings” are defined indications of the difference between your own declared RCV of the Property and certain industry benchmarks for Customer’s internal informational purposes that relies solely upon Customer or User provided data and other third-party data sources.
    • “Software” means the online Property Insurance Valuation Platform™ provided by us, including all features and functionalities, the website, and user interfaces, as well as all content and associated software.
    • “User” means authorized employees, representatives, or agents of Customer with access to Software under a Customer Agreement for Customer’s internal business purposes, including any authorized third party that will be providing or accessing information on or from Software at the request of or on behalf of Customer.
    • “We”, “us”, “our” or “Kroll” means Kroll Advisory Ltd. and our affiliates, directors, officers, employees and/or agents.
    • “You”, “your” means any Customer and any User who views, accesses, uses, or obtains information from Software.
  1. Changes

We reserve the right, in our sole discretion, to modify, alter or otherwise update these Terms, or to change or delete any features of Software, at any time, with or without prior notice. Such modifications, alterations, or updates shall be effective immediately upon posting.  Each time you use Software, you agree to the then-current Terms. If you do not agree to the new Terms, you must stop accessing or using Software.

  1.  Resolver Inc.

Kroll is providing Software in cooperation with our affiliate, Resolver Inc. (“Resolver”). Access to, use of, and receipt of Software is subject to the Resolver Terms of Service available at https://www.resolver.com/legal/terms-of-service/ (“Resolver ToS”), which will be deemed to be cumulative to these Terms. Capitalized terms used herein but not defined above shall have the meaning ascribed to them in the Resolver ToS.  In the event of a conflict between these Terms and the Resolver ToS, these Terms shall govern and control.

  1. License

Subject to these Terms and the applicable Customer Agreement, Kroll hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use (and permit Users to access and use) Software for your internal business use during the term of the Customer Agreement. Any rights not expressly granted herein are expressly reserved.

  1. Intended Purpose and Use of Software
    • Access to Software is intended solely for Customer’s internal business use during the term of the Customer Agreement and only as permitted by these Terms. The permitted use of Software is to assist Customer in its generation of Algorithmic Valuations and/or Risk Ratings.
    • Your use of Software may be subject to limits and restrictions as more specifically set out in the Customer Agreement (e.g., number of Users, etc.).
    • If you are agreeing to these Terms on behalf of a legal entity, by using Software, you represent and warrant that you are duly authorized in accordance with the foregoing by the Customer and that you have the power and authority to enter into binding agreements on behalf of the Customer or in the capacity in which you are acting.
    • If you violate any of these Terms, or otherwise violate the Customer Agreement or any other agreement, we may terminate access, disable or delete any associated profiles and any content or information posted on Software, and/or prohibit you from using or accessing Software, at any time at our sole discretion, with or without notice.
  1. Disclaimer
    • Customer understands that any and all content provided through Software is for informational purposes and is not legal, financial or other professional advice. The Algorithmic Valuation and/or Risk Ratings results are provided solely for Customer’s internal business use and are based upon Customer’s and User’s own voluntarily supplied information and trend data available which Kroll believes it is entitled to assume are reliable.
    • Customer acknowledges and agrees that Software and the Algorithmic Valuations and/or Risk Ratings are an estimation tool intended to assist Customer in making informed business decisions and are not intended to be an exhaustive review of all possibilities or eventualities. Customer may use the Algorithmic Valuations and/or Risk Ratings as one factor in its determination as to whether a Property is adequately insured, under insured or over insured. Any decisions relating to insurance coverage shall remain Customer’s and User’s responsibility and be made solely at Customer’s and User’s discretion.
    • The Algorithmic Valuation and/or Risk Ratings will rely on the accuracy and completeness of the information to generate the RCV estimate, but in doing so, Kroll assumes no responsibility and makes no representations with respect to the accuracy or completeness of any information provided by or on behalf of Customer. Customer is accordingly solely responsible for the information provided by and on behalf of Customer and the consequences arising therefrom.
    • Kroll is not responsible for any damages resulting from any decisions made by Customer or User or anyone granted access to the Software output, including decisions relating to business, compliance, and/or risk management decisions. CUSTOMER UNDERSTANDS THAT SOFTWARE IS ONLY AN ASSESSMENT TOOL, IT DOES NOT AND CANNOT ENSURE THAT A PROPERTY IS ADEQUATELY INSURED IN ANY WAY.
    • Portions of Software may contain or incorporate third-party content (“3rd Party Content”). Customer acknowledges that 3rd Party Content providers and the terms on which they license their data to Kroll may change from time to time.  If any new 3rd Party Content provider terms materially impair the use of Software, Kroll or Customer shall have the right to terminate access to or use of Software.  Kroll will use its commercially reasonable efforts to obtain content from 3rd Party Content providers it considers reliable but disclaims any and all liability for the accuracy or completeness of the information conveyed.
  1. Confidential Information and Data Privacy
    1. In connection with these Terms, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). 
    2. Subject to this section, “Confidential Information” means information in any form or medium (whether oral, written or proprietary, including but not limited to information consisting of or relating to data, technology, trade secrets, know-how, business operations, plans, strategies, brokers and pricing), in each case whether or not marked, designated, or otherwise identified as “confidential”.
    3. Confidential information received from a Disclosing Party will not be disclosed to anyone else without the Disclosing Party’s express consent, unless required by law. If a court or government agency orders a Receiving Party to disclose the Confidential Information of the Disclosing Party, the Disclosing Party will be promptly notified so that an appropriate protective order or other remedy can be obtained, unless such notification is legally prohibited.
    4. These obligations of confidentiality do not apply to information which: (a) is or becomes (through no act or omission of the Receiving Party), generally available to the public; (b) becomes known to the Receiving Party on a non-confidential basis through a third party who is not subject to an obligation of confidentiality to Disclosing Party; (c) was lawfully in the possession of the Receiving Party prior to such disclosure; or (d) is independently developed by the Receiving Party or any of its affiliates.
    5. Notwithstanding the foregoing, you understand and agree that we may disclose your Confidential Information to our (and our affiliates’) employees, agents and contractors solely for purposes of fulfilling our obligations hereunder, subject to obligations of confidentiality at least as restrictive as those set forth herein.
    6. Certain portions of Software may offer you the ability to send a message to us. This functionality, if any, is provided to you to facilitate certain communications between you and us. We shall have no liability for any loss or damage that results from interception and/or unauthorized use by third parties of any information you send via this functionality.
    7. The output of Software (including the Algorithmic Valuations and/or Risk Ratings) is commercially sensitive and must remain confidential. It is intended for the exclusive benefit of Customer and may not be disclosed to third parties without our express written agreement.
    8. The parties will at all times process any personal data in accordance with applicable laws or regulations governing the processing of personal information. Customer shall ensure that any personal data that it discloses to Kroll or uploads into Software is disclosed in accordance with the laws and regulations applicable to Customer. Personal data that Customer may submit or provide to Kroll through Software is subject to Kroll’s Privacy Policy (https://www.kroll.com/privacy). By using the Software, Customer expressly consents to Kroll collecting personal data and other information, as more fully provided in Kroll’s Privacy Policy.
  1. Intellectual Property
    • You acknowledge that all proprietary rights (including but not limited to copyrights, trade secrets, database rights and trademark rights in Software, including all information, data, software, products and documentation contained or included therein) are and shall remain the sole and exclusive property of Kroll, our affiliates, and/or our third-party providers.  Software, including but not limited to, any incorporated text, images, illustrations, graphics, logos, digital downloads, data, software, headers, icons, scripts, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by and subject to United States and international copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes).
    • Except as expressly authorized herein, you may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell or otherwise use, in any medium, Software or any content therein.  You will not remove or conceal any proprietary rights notice on any output derived from Software and will include such notices and any accompanying disclaimers on any copy of such output. You agree that any third-party data provider hereunder may enforce rights against you as intended third party beneficiary.
    • We acknowledge that all intellectual property rights in your information are owned by you.
    • You agree that you are solely responsible for all information, data, text, images, messages, comments, files, documents, and any other materials that you submit, upload, post, e-mail, transmit, or otherwise make available on Software (“User Materials”). We do not control and are not responsible for the User Materials uploaded to Software, and we neither guarantee the accuracy, quality, or appropriateness of nor endorse any User Materials submitted to our sites. We may use any such User Materials and any usage data in the aggregate for analyses, product development, and insight generation only insofar as such uses do not publicly disclose any of your Confidential Information.
    • You may provide feedback to us concerning the functionality and performance of Software, including identifying potential errors and improvements (“Feedback”). You grant to us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to use or transfer any Feedback you give us in relation to Software for any purpose.
    • Neither party may use the other party’s name, trademarks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent, not to be unreasonably withheld.
  1. Your Responsibilities
    • Customer will not allow Software to be used by or disclose all or any part of Software (including outputs related thereto) to any person except Users.
    • In consideration of your use of Software, you agree to:
      • provide accurate, current and complete information about the legal entity and any other authorized representatives of the legal entity as may be prompted by any registration forms on Software or otherwise requested by us (“Account Info”), including the legal entity’s full legal name;
      • provide such materials as we may request to establish and/or verify your identity or authority to enter into binding agreements on behalf of the legal entity;
      • maintain the security of your password and identification (“ID”) issued for use with Software;
      • maintain and promptly update the Account Info to keep it accurate, current and complete; and
      • be fully responsible for: (A) all usage of Software; (B) all use of any accounts opened on your behalf and for any actions that take place using such accounts; (C) User’s compliance with these Terms; (D) for acts or omissions of any party obtaining access or login credentials from or through Customer or its Users; (E) all User Material submitted, uploaded, posted, e-mailed, transmitted, or otherwise made available on Software, including checking such information for harmful content (including, but not limited to, virus, worm, malware, or other malicious computer code) and ensuring that we have all rights and permissions required for use to transmit and otherwise process any such information in order to perform the services hereunder; (F) the information technology infrastructure through which Customer and User access and use Software, including hardware and other equipment, software, networks and internet connectivity, whether operated directly by Customer or through the use of third-party services; (G) complying with applicable laws, including but not limited to, privacy and/or data protection laws; (H) if applicable, installing all updates to Software in a timely manner; and (I) procuring and maintaining the appropriate licenses and/or rights for any 3rd Party Content that are not provided by us and/or that you include with or use in connection with any User Materials that you upload into Software.
    • Customer will not make any statement or representation to Users contrary to these Terms.
    • If you become aware of any suspicious or unauthorized conduct concerning your accounts, usernames, logins, passwords, or security questions and answers, you agree to contact us immediately. We will not be liable for any loss or damage arising from your failure to comply with these Terms.
  1. Prohibited Use of Software
    • You are specifically prohibited from any use of Software, and you agree not to use or permit others to use Software, without limitation, for any of the following:
      • operate or otherwise utilize an account opened in the name of the legal entity for the benefit of any persons other than such legal entity or for any purpose prohibited by law or regulation, any activity which the Customer is not duly authorized to conduct, or for any purpose prohibited by a Customer Agreement or any other agreement;
      • operate an account on behalf of any legal entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of such legal entity;
      • upload, post, transmit, share, store or otherwise make available on Software any  personal information (other than Account Info) including, without limitation, addresses, phone numbers, email addresses, or tax identification numbers;
      • take any action that imposes an unreasonable or disproportionately large load on, or waste of valuable time for, Software’s infrastructure or resources, including, but not limited to, sending or promoting the distribution of “spam”, “junk mail”, chain letters, or other such unsolicited or unlawful mass e-mailing techniques;
      • any purpose that is unlawful, illegal or prohibited by these Terms, including, without limitation, the sending, posting, transmitting, displaying, distributing, or knowingly receiving of or searching for any threatening, harassing, libelous, defamatory, obscene, scandalous, inflammatory, sexually oriented, pornographic, or profane material, content or images, or other images, content or messages that might be considered lewd, lascivious, excessively violent or otherwise offensive;
      • disclose to, or share with, any unauthorized third parties the IDs, assigned confirmation numbers and/or passwords, or use the IDs, assigned confirmation numbers and/or passwords for any unauthorized purpose, or otherwise allow or facilitate others to gain access to our information technology systems, environments, networks, files, data or accounts through the use of the IDs, assigned confirmation numbers and/or passwords;
      • access or attempt to access our information technology systems, environments, networks, files, data or accounts to which express authorization has not been obtained (including access to data not intended for you), or log into a server or account that you are not authorized to access;
      • attempt to decipher, decompile, disassemble, modify, remove or reverse engineer any of Software or HTML code comprising or in any way making up a part of Software;
      • interfere with, disrupt, disable or damage (or attempt to interfere with, disrupt, disable or damage), in an unauthorized manner, the use or operation of Software, our (or our affiliated or related entities’) equipment or applications, or service to any user, host, or network, including by use of any programs, scripts, commands, viruses, worms, web bugs, harmful code, Trojan horses, other contaminants, or otherwise (this includes “denial of service” attacks, “flooding” of networks, deliberate attempts to overload a service or to burden excessively a service’s resources, at-tempts to “crash” a host, and/or modifying or rerouting any content or services provided on Software);
      • attempt to circumvent or subvert system or network security (i.e., authentication) mechanisms, or probe the security of any system, network, or account, associated or used in conjunction with Software;
      • upload, post, e-mail or otherwise transmit any information, content, or proprietary rights that you do not have a right to transmit under these Terms, any law or other contractual or fiduciary relationships;
      • use any robot, spider, intelligent agent, meta-searching, other automatic device, or manual process to search, monitor or copy Software’s pages or the content;
      • use any automated means to access Software or collect any information from Software (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
      • utilize framing techniques to enclose any content or other proprietary information, or place pop-up windows over Software;
      • engage in the practices of “screen scraping”, “database scraping” or any other activity with the purpose of obtaining content or other information from Software; and/or\
      • use data provided by Software, in any manner whatsoever, for any competing uses or purposes.
    • We reserve the right to report any wrongdoing, if and when we become aware of it, to any applicable government or law enforcement agencies.
    • We, at our sole discretion, retain the right to deny access to Software to anyone for any reason, including for violation of these Terms.
  1. Algorithmic Valuation Assumptions
    • The Algorithmic Valuation is subject to the following assumptions:
      • The RCV will be determined on the basis of “list” price for equipment, materials and services at levels reflecting any need to replace all of the Property at one time. We will not consider any special prices that may be available at certain times.
      • The Property is in compliance with local legislation and that, where assets are of modern design and construction, the reconstruction would be permitted as currently developed.
      • The RCV is determined under a scenario of total loss and, accordingly, does not represent the reinstatement costs in the event of any partial loss.
      • The following items are included in the RCV: buildings, structures and civil work; foundations and piling; building services; fees / soft costs associated with the cost of rebuilding, such as architects, surveyors, consultant engineers and legal advisors; or allowance for debris removal, and demolition following a loss.
      • The following issues will not be considered for the purposes of the RCV: replacement of property to conform with building codes, ordinances, or other legal restrictions; costs associated with making the property safe after a loss; all interest and finance charges, etc., incurred during construction; increases in costs associated with the change in replacement concept from “complete facilities” to “single or partial item”; any costs of process design or redesign, including changes in current legislation and statutory requirements; Value Added Tax (VAT) or other tax; costs of general site preparation, rock blasting, terracing, fissure grouting, land reclamation and filling, levelling, piling, ground consolidation works, trial bore holes, soil testing, etc.; expenses associated with the clean-up of contamination on land, lake, river, watercourse, or sea; or allowances for anticipated cost increases over both the policy and rebuild periods.
      • The following items are excluded from the RCV: costs of general site preparation, rock blasting, terracing, fissure grouting, land reclamation and filling, levelling, piling, ground consolidation works, trial bore holes, soil testing, etc.; land improvements including roads, paving, car parks, hardstandings, walls, gate, fences; all land values, landscaping, trees, shrubs, etc.; replacement of property to conform with building codes, ordinances, or other legal restrictions; costs associated with making the property safe after a loss; all interest and finance charges, etc., incurred during construction; increases in costs associated with the change in replacement concept from “complete facilities” to “single or partial item”; any costs of process design or redesign, including changes in current legislation and statutory requirements; Value Added Tax (VAT); expenses associated with the clean-up of contamination on land, lake, river, watercourse, or sea; allowances for anticipated cost increases over both the policy and rebuild periods; or any additional costs for demolition and debris removal due to the presence of asbestos.
  1. Support
    •  Kroll shall provide Customer with Software maintenance and support as set out in our support and maintenance program, as described at:  https://help.resolver.com/help/resolver-support-program. 
    • Technical valuation consulting services, including Expert Valuations, may be contracted for separately for additional fee.
  1. No Warranties
    •  We do not warrant that Software, the services or any content, including 3rd Party Content, provided will be error free, accurate, complete, up-to-date or satisfy all your requirements.
    • YOU EXPRESSLY AGREE THAT YOUR ACCESS TO AND USE OF SOFTWARE IS AT YOUR SOLE RISK. ALL INFORMATION AND SERVICES OBTAINED FROM SOFTWARE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND ANY THIRD-PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, DATA, ACCURACY, MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT SOFTWARE: (A) WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) WILL PROVIDE RESULTS THAT WILL BE ACCURATE OR COMPLETE.
  1. Limitation of Liability

NEITHER WE OR ANY THIRD-PARTY PROVIDERS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR IN CONNECTION WITH UNDERINSURANCE DERIVED FROM ANY RELIANCE ON THE ALGORITHMIC VALUATION OR RISK RATINGS, OR CAUSED BY THE USE OF OR INABILITY TO USE SOFTWARE OR ANY OTHER MATTER RELATING TO SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURSIDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT A JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.

  1.  Indemnity

Customer will defend, indemnify, and hold us and our affiliates, and each of our and their respective officers, directors, employees, members, agents, successors and assigns, harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees and expenses, arising out of or in any way connected with Customer’s or User’s access to or use of Software and/or Algorithmic Valuations and/or Risk Ratings and Customer’s or User’s breach of these Terms.

  1. Termination
    • We may terminate access to or use of Software, at any time, for any reason or no reason whatsoever.
    • Subject to the terms of the Customer Agreement, you may terminate the use of Software, for any reason or no reason whatsoever, at any time upon prior written notice. Termination by Customer for convenience will not relieve Customer of its obligation to pay any amounts owed under the Customer Agreement, and fees already paid will not be refunded.
    • Either party may terminate access to or use of Software if it is determined that the other party has committed a material breach of its obligations herein.
    • Following termination, and at any time with respect to Confidential Information: (i) all rights and licenses granted by us to you will cease immediately; and (ii) upon written request, each party will use commercially reasonable efforts to promptly return, delete or destroy all of the other party’s Confidential Information. However, each party may retain copies to the extent required by and used only to comply with law, regulation or bona fide document retention policies, and support the enforcement or defense of a party’s rights hereunder. Any retained Confidential Information shall be subject to the Terms herein, notwithstanding termination.
  1. Force Majeure

Neither party will be liable to the other for failure to meet a party’s obligations (other than any obligation to make a payment) due to causes beyond such party’s reasonable control, provided that the non-performing party makes commercially reasonable efforts to resume performance as soon as possible.  If the non-performing party cannot resume performance within seven (7) days, then either party may, without penalty or liability, terminate access to/the use of the Software upon written notice.

  1. Miscellaneous

If either party delays or fails to exercise any right or remedy under these Terms, it will not have waived that right or remedy. We are dealing at arms’ length, creating a commercial relationship. We are not your agent, representative or fiduciary. These Terms will be governed by and construed in accordance with the laws of England and Wales. Software may not be exported or re-exported in violation of any applicable laws, rules or regulations. All notices must be in writing and sent by email or registered mail, courier, fax or delivered in person at the address provided in the Account Info, except that we may provide technical or operational notices within Software itself.  Any terms herein, which by their nature should survive the termination, shall survive such termination or expiration.

 

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Glossary of Terms