GLACIER RISK OVERLAY AGREEMENT
Subject to the terms and conditions of this Glacier Risk Overlay Agreement (the “Agreement”), Glacier Network LLC, a Delaware limited liability company (“Company”), may provide you access to its Risk Overlay policy and related materials and documents (collectively, the “Risk Overlay Products”). As a participant in Company’s Risk Overlay self-certification program related to data risk (the “Self-Certification Program”), you hereby agree to use any Risk Overlay Products that Company grants you access to in accordance with the terms of this Agreement. In the event of a conflict between this Agreement and those Terms of Use available at www.glaciernetwork.co/terms-of-use, this Agreement shall control with respect to your use of any Risk Overlay Product.
BY REQUESTING TO JOIN THE SELF-CERTIFICATION PROGRAM AND ACCESSING ANY RISK OVERLAY PRODUCTS, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE TERMS OF USE. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT OTHERWISE AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES DESCRIBED HEREIN.
Now, therefore, in consideration of the mutual covenants set forth herein, you hereby agree as follows:
1. No Conflicts. You represent that you are not an employee or representative of any Company competitor.
2. Grant of Limited License. Subject to the terms and conditions of this Agreement and the Risk Overlay Products, Company grants to you a limited, nonexclusive, non-sublicensable, revocable, worldwide right and license, to (a) use the Risk Overlay Products internally and (b) share the Risk Overlay Products with your clients and prospective clients in order to demonstrate your compliance with the Risk Overplay Products, in each instance, solely in accordance with this Agreement. Your license will be valid only during the term of this Agreement.
3. Feedback. Upon Company’s request, you agree to use reasonable efforts to provide suggestions, comments, ideas, enhancement requests, recommendations, or any other feedback (collectively, “Feedback”) regarding the Risk Overlay Products or the Self-Certification Program generally. Feedback shall include information regarding the Risk Overlay Products’ usefulness, ease of use, features that may be missing, any errors encountered during the use of the Risk Overlay Product, and any other information Company reasonably requests regarding the Risk Overlay Products. You agree that Company shall have an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate this Feedback into the Risk Overlay Products and other Company products or services.
4. Intellectual Property and Ownership. You acknowledge and agree that as between the parties Company owns all Intellectual Property Rights in and to the Risk Overlay Products and any and all intellectual property contained therein or related thereto, including, but not limited to, any text, graphics, user and visual interfaces, photographs, trademarks, logos, artwork, applications, computer code and associated documentation (collectively, the “Content”). For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Except for the limited license set forth in Section 2 of this Agreement, Company does not grant to you any license, express or implied, to the intellectual property of Company or its licensors. You may not sell or modify the Risk Overlay Products or Content.
5. Publicity and Marketing. You agree that, in Company’s sole discretion, Company may use your name and logo and any Feedback you provide to Company, including testimonials or quotes (collectively “Promotional Information”) in Company’s marketing materials, website, and related assets. Pursuant to the foregoing, you hereby grant Company an unrestricted, royalty-free, worldwide, transferable, sublicensable, revocable license to reproduce, publish, distribute, display, translate, summarize, modify, adapt, incorporate, or otherwise use such Promotional Information, in whole or in part, alone or in other works in any form, media, or technology now known or later developed. Notwithstanding the above, Company shall obtain your prior consent before the first use of your quotes or testimonials in Company’s marketing materials, provided any subsequent use will not require any such prior consent. For the avoidance of doubt, in no event is Company obligated to use, reproduce, or publish any Promotional Information.
6. DISCLAIMER OF WARRANTIES. THE RISK OVERLAY PRODUCTS ARE PROVIDED “AS IS” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. COMPANY (1) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY MATTER, INCLUDING ANY REPRESENTATION THAT THE RISK OVERLAY PRODUCTS WILL BE AVAILABLE WITHOUT INTERRUPTION OR ERROR-FREE, AND (2) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT TO ACCESS AND USE OF THE RISK OVERLAY PRODUCTS. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE RISK OVERLAY PRODUCTS. COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND ADVISORS DO NOT PROVIDE, NOR DOES ANY RISK OVERLAY PRODUCT INCLUDE, LEGAL, FINANCIAL, INVESTMENT, TAX, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONTACT YOUR ATTORNEY FOR ADVICE WITH RESPECT TO PARTICULAR LEGAL ISSUES. USE OF THE RISK OVERLAY PRODUCTS AND ANY OTHER SERVICES OFFERED BY COMPANY DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR ADVISORS.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WHETHER RESULTING FROM A TORT, BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, WILL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S ENTIRE LIABILITY FOR DIRECT DAMAGES IN CONNECTION WITH THE RISK OVERLAY PRODUCTS AND THIS AGREEMENT SHALL BE LIMITED TO FIFTY US DOLLARS ($50).
8. Privacy. For purposes of the Self-Certification Program, you agree and hereby consent to Company, including its employees, contractors, and agents, collecting your personal information including, but not limited to, your name, email, address, and telephone number for the purposes of contacting you to collect your Feedback and generally as part of your participation in the Self-Certification Program.
9. Term and Termination. This Agreement will automatically expire upon your breach of any of the terms and conditions of this Agreement or the Risk Overlay Products, provided that this Agreement may also be terminated sooner as set forth in this Section 9. Either party may terminate this Agreement for any reason upon written notice to the other party. Upon Company’s request, you will delete or destroy any Company proprietary information and any copies of Risk Overlay Products in your control or possession.
10. Indemnity. You agree to defend, indemnify, and hold Company harmless from and against any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or related to (1) your misuse of any Risk Overlay Products, or (2) any act or omission in violation of this Agreement.
11. General Provisions. This Agreement is personal to you, is non-assignable by you, is governed by the internal laws of the State of New York, without regard to conflict of law principles, and may be modified or waived only in writing signed by both parties. If any provision of this Agreement is found to be unenforceable, then such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. Sections 5 through 8 and 9 through 11 of this Agreement shall survive termination or expiration of this Agreement.