Terms & Conditions

4.1Access Rights.During the Term and conditioned upon Client’s compliance with all the terms of the Agreement, INOP grants to Client, a limited, non-exclusive, non-transferable, and non-sublicensable right to allow Users to, in accordance with the Agreement, access and use the applicable INOP Services set out in the relevant Order Form solely for Client’s Talent Acquisition, branding, and other business purposes, as set out in the Order Form. Client’s Users may only access such INOP Services through INOP’s web site and the Client Software. As part of any implementation of each INOP Service, Client will identify in writing the Users, who will be assigned User IDs. For the avoidance of doubt, if applicable pursuant to the relevant Order Form, any Content Services described thereunder shall be INOP Services and subject to the restrictions set forth herein. For clarity, the Services may include workforce analytics, skills intelligence, and strategic workforce planning capabilities, including internal workforce analysis and development planning.

4.2Client Software.During the Term and conditioned upon Client’s compliance with all the terms of the Agreement, INOP grants Client a limited, non-exclusive, non-transferable, and non-sublicensable right to install and use the applicable Client Software set out in the Order Form on the supported hardware platform solely in order for Users to access the applicable INOP Services as permitted.

4.3Affiliates.To the extent that Client is purchasing access on behalf of its Affiliates, Client irrevocably and unconditionally guarantees the compliance of each Client Affiliate with the Agreement and will be jointly and severally liable with each Client Affiliate for breach of the Agreement. All remedies available to INOP, including the ability to obtain injunctive relief, will apply to such Client Affiliates, and Client will reasonably assist INOP in enforcing INOP’s rights and remedies against such Client Affiliates.

4.4Reservation of Rights.Except for the limited rights set forth in Section 4.1 and 4.2 above, Client does not acquire any intellectual property or other rights, express or implied, in or relating to any Client Software or INOP Services. INOP reserves title, ownership, and all other rights to all Client Software and INOP Services. Client and Users will not remove, obscure, or alter INOP’s copyright notices, trademarks, other proprietary rights notices, or any other content of any kind appearing in the INOP Services, Client Software, or Documentation. For the avoidance of doubt, ownership of all Content Services (including any products or components contained therein) belongs to INOP or its Third-Party Providers and nothing in this Agreement shall transfer or assign any right, title or interest in the applicable product or components of the Content Services to the Client.

4.5Restrictions.Client must not, and represents and warrants it will not, use the INOP Services in any manner that is not described in the Documentation or in any manner that is prohibited by the Agreement. Client is responsible for all access and use of the INOP Services and Client Software by its Users and any person that gains access through Client or any of its Users or User IDs.

4.6Restrictions on Use.Client must not and must ensure that Users do not, directly or indirectly, (i) reverse engineer, disassemble, decipher, translate, decompile, prepare derivative works of the INOP Services or Client Software or otherwise attempt to access, imitate, derive or discover the source code thereof; (ii) upload any Client Data or any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (iii) infringe the intellectual property rights of any third party in connection with use of the INOP Services, Client Software or Documentation (including by uploading Client Data to the INOP Services); (iv) interfere with or disrupt INOP’s software, the INOP systems used to host the INOP Services, other equipment or networks connected to the INOP Services, or disobey any requirements, procedures, policies or regulations of networks connected to the INOP Services made known to Client; (v) license, sell, rent, lease, lend, transfer, outsource, sublicense or otherwise provide access to the INOP Services or Client Software or utilize the INOP Services for the benefit of a third party, including through a service bureau, commercial time-sharing arrangement, or application service provider (ASP) arrangement; (vi) provide publicly, or make publicly available, any links, hypertext (Universal Resource Locator (URL) address) or otherwise (other than a “bookmark” from a Web browser) to the INOP Services, or any part thereof; (vii) circumvent the User authentication or security of the INOP Services or any host, network, or account related thereto; (viii) perform any penetration testing on or with respect to the INOP Services, including use of any tools, code or instruction intended to fuzz, damage, destroy, alter, reveal any portion or expose vulnerability of the INOP Services; (ix) mirror the INOP Services on any server; (x) make any use of the INOP Services that INOP reasonably believes is abusive or that violates any applicable local, state, national, international or foreign law; (xi) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the INOP Services; (xii) allow any non-Users to use any User IDs, code(s), password(s), or other mechanisms issued to, or selected by, Client or Users for access to the INOP Services; (xiii) use the INOP Service, in whole or in part, in any manner that competes with INOP or its Affiliates, including, but not limited to, any distribution of a INOP Service, related data or derivative works based thereon; (xiv) create a database in any form whatsoever from the INOP Service; (xv) associate the INOP Service or its content to another website by employing any technology, including, but not limited to, hyper linking and framing; (xvi) use automated systems, software or processes to extract or compile data from the INOP Service (“data scraping”); or (xvii) use the INOP Service as part of Client’s intranet or other internal network.

4.7User IDs.Rights of any User to utilize any INOP Services cannot be shared or used by more than one individual. Client must not and will ensure that Users do not permit any other individual or entity to access (through User ID and password sharing or otherwise) the INOP Service or Client Software. Client may on a permanent basis transfer a User’s access right purchased by Client to another User without incurring additional Subscription Fee charges (but subject to payment of an installation fee); provided that Client submits a transfer request to and obtains a new User ID from INOP and the original User is no longer a User and is not permitted access to the INOP Service.

4.8Feedback.Client is not required to provide INOP any feedback, comments or suggestions about the INOP Service or any of INOP’s technologies, products, or services (“Feedback”). However, if Client provides Feedback, Client agrees that even if it is designated confidential, the Feedback is not confidential and INOP is free to use, disclose, reproduce, license or otherwise distribute the Feedback without any obligations or restrictions of any kind, including intellectual property rights.

5.1The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

5.2For the purposes of the Agreement the terms “controller”, “data subjects”, “personal data”, “processor,” “process,” and “supervisory authority” shall have the meaning given to them by EU Data Protection Law.

5.3INOP will process any Client Personal Data on the Client’s behalf as a processor, and the Client is the controller of such data. Each Party undertakes to comply with all Data Privacy Law applicable to such Party and shall not knowingly cause the other to breach Data Privacy Law.

5.4Client hereby grants INOP the right to use the Client Data for the purposes of providing the INOP Services pursuant to the Agreement. If Client furnishes to INOP any content, materials or other intellectual property (including graphics, logos, trademarks, etc.) other than Client Data (collectively “Client Materials”) INOP may use the Client Materials in connection with the provision of the INOP Services under the Agreement. In addition to the foregoing, INOP may (i) collect anonymized, de-identified information relating to use of the INOP Services (including usage data) in order to improve INOP’s products and services and for other reasonable internal uses and (ii) aggregate such anonymized, de-identified information with anonymous, de-identified information of its other clients for purposes of creating and distributing case studies or industry reports as part of its products and services, provided that, in each case: (x) the information does not, and could not reasonably be used to, relate back to or identify Client; and (y) INOP does not sell, resell or make other commercial use of such information (other than on an aggregated basis under the foregoing (ii)).

5.5Strategic Workforce Planning Data Scope.For Strategic Workforce Planning use cases, Client Data typically consists of non-sensitive employee data such as role, level, tenure, skills, experience, training, and development information. Special category personal data within the meaning of Article 9 of the EU Data Protection Law is not required for the provision of the Services and shall not be processed unless expressly agreed in writing by the Parties.

5.6Client agrees that INOP and its affiliated companies may reference Client as a INOP Client (including using Client’s name and logo), including on INOP’s and its affiliated companies’ website. INOP will comply with Client’s reasonable instructions that are provided to INOP related to such use of name and logo.

5.7Client is responsible for providing sufficient bandwidth and network connectivity to ensure all Users can access and use the INOP Service. The technical requirements set forth in this Section are subject to change upon notice. Client is responsible for ensuring its firewalls permit access to the INOP-owned URLS/IP Addresses. To ensure Client receives optimal performance, Client should use the INOP Service on a hardware and software system that matches or exceeds the highest specifications recommended by INOP, such details being available on request. Suitable configuration of software and hardware will depend on individual circumstances. System performance may be adversely affected by unsuitable software or hardware. Client is responsible for determining the security configurations of its systems (e.g. password construction rules and expiration intervals). Client is responsible for setting up and ensuring the confidentiality of User accounts and passwords assigned to them for use with the INOP Service. Client is responsible for promptly notifying INOP after confirming any actual or reasonably suspected information security breaches affecting the security of the INOP Service or Client Software, of which it becomes aware, including without limitation compromised User accounts. Client is responsible for periodically reviewing its security configurations and access rights to determine if they are appropriate for its needs. Client is responsible for defining its authorized approvers, documentation and validation requirements for changes to its use and access to the INOP Service.

5.8INOP will implement appropriate technical and organisational security measures (including confidentiality obligations applicable to INOP personnel) to ensure a level of security appropriate to the risks that are presented by the processing of Client Personal Data. In case of a personal data breach which may affect Client Personal Data, INOP will notify the Client without undue delay after becoming aware of it.

5.9INOP will use commercially reasonable efforts to: (i) assist the Client in ensuring compliance with the Client’s obligation to respond to requests for exercising data subject’s rights under EU Data Protection Law; (ii) make available all information reasonably necessary to demonstrate compliance with Data Privacy Laws; and (iii) allow for and contribute to audits, including inspections and information requests, conducted by the Client or an auditor mandated by the Client.

5.10INOP will delete or return all Client Personal Data after termination of the Agreement unless otherwise provided by law.

5.11Client acknowledges and agrees that INOP may retain Affiliates and other third parties as sub-processors (all together “Sub-Processors”) in connection with the provision of the Services, having imposed on such Sub-Processors the same data protection obligations as are imposed on INOP under the Agreement. INOP will be liable to the Client for performance of such obligations by the Sub-Processors.

5.12In order to ensure that adequate safeguards are in place for the processing and transfer of personal data, the Parties shall ensure that personal data is transferred outside the European Economic Area only where permitted by EU Data Protection Law.

5.13INOP processes Client Personal Data on the Client’s behalf as follows:

5.14Any person whose personal data is processed under this Agreement has the right to inspect and rectify his personal data, to have the data erased, to obtain a copy of his data in a universally accepted format, to object against the processing of his data or to request that processing be minimised. In addition, the Client has the right to lodge a complaint with its national data protection authority if it has concerns about the processing of its data. If the Client is based in the Netherlands, the relevant data protection authority is the Autoriteit Persoonsgegevens. The Client takes responsibility for informing all data subjects, whose data may be processed as part of this Agreement, of their rights in accordance with article 13 EU Data Protection Law and any other Data Privacy Law.

5.15Analytical Outputs.The Services provide analytical and decision-support outputs only and do not make automated decisions with legal or similarly significant effects concerning individuals. All employment-related decisions remain the sole responsibility of the Client.

5.16The Client can contact INOP in respect of its data or any other questions using the following contact details: business@inop.ai and/or refer to our Privacy Policy for further information on how we process personal data.

6.1Fees.In consideration for the provision of the applicable INOP Services, Professional Services, and any applicable Add-On, as applicable, Client will pay the amounts set forth in the Order Form in accordance with the terms set forth in this Section. All Subscription Fees are to be paid annually in advance. Except as specifically provided to the contrary in the Agreement, in the event of the cancellation, completion, expiration or termination of the Agreement, all monies paid or due or owing to INOP by Client shall be deemed non-refundable. Any reduction in the quantity of any purchase made in an Order Form must be agreed in writing by the Parties at least thirty (30) days in advance of the commencement of the next Renewal Term, and any such reduction shall take effect as of the commencement of the next Renewal Term. If there is no written agreement to reduce the quantity of any purchase in an Order Form by such time, the Agreement will automatically renew for the same quantity for the preceding Initial or Renewal Terms, as applicable. INOP will issue an invoice to Client for the Initial Term’s Subscription Fee including any applicable Add-On Fees, for the first year and any other fees on or about the applicable Effective Date. For each year of the Term thereafter, INOP will invoice Client for Subscription Fees and where sensible Add on Fees, approximately thirty (30) days prior to the anniversary of the applicable Effective Date. Client will pay all invoices within thirty (30) days of the date of invoice. For any amount not paid when due, INOP may charge a 1.5% per month finance charge or, if lower, the maximum amount allowed by law. Client will reimburse INOP for its costs incurred (including reasonable attorney’s fees) in the collection of Client’s past due amounts. If any fees owing by Client are thirty (30) days or more overdue, INOP may, without limiting its other rights and remedies, suspend access to the INOP Services, Add on services and/or Professional Services until such amounts are paid in full, provided INOP has given Client at least ten (10) days’ prior notice that its account is overdue. Client will be responsible for all travel, accommodation and meal expenses incurred in connection with any on-site training or instruction or attendance at board meetings at the request of Client. All amounts payable to INOP hereunder are payable in full in Euros (unless otherwise indicated in the Order Form) without deduction or set off, and shall be in addition to all applicable taxes, bank fees or duties, which are also Client’s responsibility.

6.2Taxes.Client is responsible for payment of all applicable value-added, sales, use, license and other transaction-based taxes (such as gross receipts or excise taxes), withholding taxes, and all applicable export and import fees, customs duties, and similar charges (other than taxes based on INOP’s net income) which are levied or imposed by reason of the transactions contemplated by this Agreement. In the event that any withholding taxes are payable under any applicable law in respect of any payment due to INOP under this Agreement, Client shall gross up such payment such that the balance payable to the INOP after deduction of the applicable withholding taxes shall be equivalent to the original amount due to INOP. Provided that in the event any avoidance of double taxation treaty is applicable to such payments, INOP and Client shall cooperate to obtain the full benefit of such treaty.

7.1Software and Services.During the Term, INOP represents and warrants that the applicable INOP Service and Client Software will materially conform to the applicable Specification. The warranty will not apply: (i) if the applicable INOP Service or Client Software is not used in accordance with this Documentation; or (ii) if the defect is caused by Client Data, Client Materials or any third party services, content, products or modification or customization to such INOP Service or Client Software.

7.2Remedy for Breach of Warranty.If notified in writing of a valid warranty claim under Section 7.1, INOP will, at its option, (i) correct the non-conforming INOP Service or Client Software so that it materially complies with the Specifications; (ii) provide a replacement with substantially equivalent functionality; or (iii) terminate the Agreement and refund a pro-rata portion of the prepaid Subscription Fee based on the number of months remaining in the Initial Term or Renewal Term as of the date that Client provided written notice of the warranty claim under Section 7.1. This Section states INOP’s entire liability and Client’s sole and exclusive remedy for breach of warranty under Section 7.1.

7.3Viruses.INOP will take reasonable precautions to protect against any person acting by, under or through INOP from introducing any software virus, worm, “back door,” “Trojan Horse” or similar harmful code into the Client Software provided hereunder.

7.4Disclaimer.(a) EXCEPT AS SPECIFICALLY PROVIDED IN The Agreement AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INOP DISCLAIMS ALL WARRANTIES, representations, CONDITIONS and all other terms WHETHER EXPRESS, IMPLIED OR STATUTORY.

8.1The Services and any components thereof have been carefully compiled by INOP and have been obtained from, and based upon, a variety of publicly available sources (such as financial reporting services and company reports) and Third-party Providers believed reliable.

8.2The Services and all components thereof are provided on an “as is” and “as available” basis and the Client’s use of the Services is at the Client’s own risk. INOP nor its affiliates nor its Third-party Providers are liable for the information, data, software, products and documentation included in the Services or any decision or consequence based on the use of it. The information, data, software, products and documentation included in the Services are not intended to be an advice on any particular matter, including investment or financial advice of any kind.

8.3No representation is made or warranty is given (either express or implied) as to the completeness, accuracy, reliability, the continuous supply, merchantability, fitness for any purpose or use, freedom from bugs, software errors or defects, uninterrupted functioning, or operating with any software or hardware configuration as to the Services, including the information, data, software, products or documentation contained therein, any component thereof or any communications (oral or written) with respect thereto, or the results obtained by their use or as to the performance thereof.

8.4To the fullest extent permitted by law, the Client shall be liable to and indemnify, hold harmless and defend INOP, its affiliates and its Third-party Providers from and against any and all costs, claims, damages or liabilities (including reasonable attorneys’ fees) arising in any manner out of the Client’s or any third party’s use of, or inability to use, the Services or any breach by the Client of the use restrictions regarding the Services.

9.1Subject to Section 10.4:

9.2Subject to Section 10.4, THE FOREGOING DISCLAIMERS WILL APPLY EVEN IF: (i) INOP HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES; (ii) THE LIMITED REMEDIES SET FORTH HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND (iii) REGARDLESS OF IF THE LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE.

10.1SUBJECT TO SECTION 10.4, IN NO EVENT WILL THE AGGREGATE LIABILITY OF INOP (TO THE EXTENT NOT DISCLAIMED UNDER SECTION 9) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT (WHETHER CAUSED BY BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY OR ARISING IN ANY OTHER WAY)) EXCEED THE TOTAL FEES PAID OR PAYABLE TO INOP FROM CLIENT UNDER THE AGREEMENT during the twelve (12) month period PRIOR TO THE TIME AT WHICH THE LOSS, COST, CLAIM OR DAMAGES AROSE.

10.2SUBJECT TO SECTION 10.4, The existence of multiple claims under or related to THE AGREEMENT OR ANY ORDER FORMS, THE INOP SERVICE, PROFESSIONAL SERVICES, OR THE CLIENT SOFTWARE will not enlarge or extend the LIMITATION ON MONEY DAMAGES.

10.3WITHOUT LIMITING SECTIONS 10.1 AND 10.2 (BUT SUBJECT TO SECTION 10.4), IN NO EVENT WILL INOP be liable for loss, corruption or compromise of the confidentiality of Client Data, unless THE LOSS, CORRUPTION OR COMPROMISE IS DUE SOLELY TO INOP’S BREACH OF THIS AGREEMENT, INOP’S NEGLIGENCE OR INOP’S intentional misconduct.

10.4Nothing in the Agreement excludes the liability of either Party: (a) for death or personal injury caused by that Party’s negligence; or (b) for fraud or fraudulent misrepresentation; or (c) for any other liabilities that cannot be excluded by law.

10.5No right of action and other entitlements arising from or pertaining to the INOP Services or Professional Services may be brought by Client more than one (1) year after the date on which Client has become aware of or could have become aware of such right and entitlement.

10.6Both parties acknowledge and agree that the exclusions of liability and disclaimers set out in this Agreement are reasonable in the light of all the circumstances existing as at the Effective Date and have been agreed taking into account the commercial value of this Agreement to each party and the commercial standing of each party.

13.1Scope of Applicability.The provisions of this Section shall apply solely to Professional Services, where such Professional Services are included in an Order Form. This Section does not limit the operation of any other Sections of the Agreement, but in the event of any direct conflict between this Section and other Sections with respect to the Professional Services, this Section shall control. Notwithstanding Section 3, for purposes of any SOW, the Term of such SOW shall be the Professional Services Term.

13.2Provision of Services.During the Professional Services Term, INOP shall use commercially reasonable efforts to perform the Professional Services, and INOP represents and warrants that all Professional Services shall be provided in a professional and workmanlike manner.

13.3Remedy.If notified in writing of any claim for INOP’s breach of Section 13.2, INOP will, at its option, (i) reperform the Professional Services so that they comply with Section 13.2; or (ii) terminate the portion of the affected Order Form attributable to such Professional Services and refund the fees attributable for such Professional Services. This Section states INOP’s entire liability and Client’s sole and exclusive remedy for INOP’s breach of Section 13.2.

13.4Suitability.INOP shall assign employees and subcontractors with qualifications suitable for the work described in the relevant Order Form. INOP may replace or change employees and subcontractors in its sole discretion with other suitably qualified employees or subcontractors.

13.5Client Responsibilities.Client shall make available in a timely manner at no charge to INOP all technical data, Client Data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources of Client required by INOP for the performance of the Professional Services as specified in the applicable Order Form. Client shall be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Client. Client shall provide, at no charge to INOP, reasonable cooperation as INOP requires to perform the Professional Services.

13.6Ownership.Ownership of all work product, developments, inventions, technology or materials related to any Professional Services (the “Deliverables”) shall be solely owned by INOP (except with respect to Client Data, which shall remain Client’s sole property). Solely during the applicable Term and conditioned upon Client’s compliance with all the terms of the Agreement, INOP grants to Client a limited, non-exclusive, non-transferable, and non-sublicensable right to make use of the Deliverables.

13.7Modifications and Change Orders.For the avoidance of doubt, modifications to the scope of any Professional Services shall become effective only when a document incorporating the relevant written change request is executed by authorized representatives of both Parties.

14.1Scope of Applicability.The provisions of this Section shall apply solely to Content Services including Add-on services, where such Content Services are part of an Order Form. This Section does not limit the operation of any other Sections of the Agreement, but in the event of any direct conflict between this Section and other Sections with respect to the Content Services, this Section shall control. For the avoidance of doubt, the Content Services and any components, data, or content therein constitute a part of the INOP Service under this Agreement.

14.2Enhancements or Revisions to Content.INOP reserves the right to alter or modify the Content Services and any portions or configurations thereof from time to time. Such alterations and/or modifications may include, without limitation, addition or withdrawal of features and/or data or changes in instructions and/or documentation.

14.3Specific Restrictions.Without limiting anything else in the Agreement, Client shall not (and shall ensure that each User shall not) perform any of the following acts, except as otherwise expressly permitted by the Agreement or with the express written permission of INOP:

14.4Disclaimer.INOP and any third-party providers make no representations, conditions or warranties regarding the completeness, veracity, fitness for a particular purpose, merchantability or accuracy of the Content Services or any component thereof, or for any delays, interruptions or omissions. The Content Services and any components thereof are provided on an “as is” and “as available” basis, and Client’s use of the Content Services is at Client’s own risk. INOP and any third-party providers are not liable for the data, data structure, metadata, metrics, charts, graphs, literature, or other content in any form and any derivatives thereof, (including, where applicable, all Updates to the foregoing) in each case included in the Content Services or any decision or consequence based on use of the foregoing.

14.5Indemnity.Client will indemnify INOP and any Third-Party Providers for any claim, suit, action or proceeding by a third party arising directly from (a) any negligent or more culpable act or omission, willful misconduct or fraud of Client in connection with its use of the Content Services; (b) the infringement or misappropriation of any trademark, copyright, patent, or other proprietary rights of a third party by Client; (c) any failure by Client to materially comply with any applicable law in connection with its use of the Content Services; or (d) Client’s failure to comply with any of the terms of this Agreement in connection with its use of the Content Services.

16.1Conflict.If there is an inconsistency between any of the provisions in the main body of the Agreement and any Order Form, the provisions in the Order Form shall control.

16.2Variation.No amendment or variation of the Agreement (including any Order Form) will be effective unless it is in writing and signed by each Party.

16.3Waiver.All waivers under the Agreement must be in writing to be effective. No waiver by a Party of any default or breach will be deemed a waiver of any subsequent default or breach. No failure or delay by a Party to exercise any right or remedy provided under the Agreement will operate as a waiver or prevent the exercise of any such right or remedy of such Party, or the enforcement of any obligation of the other Party, under the Agreement. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.4Severance.If any provision (or part of a provision) of the Agreement is found to be invalid or unenforceable by any court of competent jurisdiction, the provision will be enforced to the fullest extent permissible to effect the Parties’ intent, and the invalidity or unenforceability will not operate to invalidate the remaining provisions of the Agreement. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

16.5Interpretation of Agreement.The Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed in favor of or against either Party. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely.” Unless stated otherwise, all references to sections, parties, terms, Exhibits, Order Forms and similar references are to the sections of, Parties to, terms of, Exhibits and Order Forms to the Agreement. All captions and headings are intended solely for the Parties’ convenience, and none will affect the meaning of any provision. The words “herein,” “hereof,” and words of similar meaning refer to the Agreement as a whole, including its Exhibits. All references to “days” refer to calendar days, unless otherwise expressly set forth in the Agreement.

16.6Governing Law and Dispute Resolution.This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands. Each party irrevocably agrees that the courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), without prejudice to the right of appeal, including an appeal to the Supreme Court.

The Parties further agree that the Uniform Computer Information Transactions Act (UCITA) (as adopted or as may be adopted in the State of Delaware or any other jurisdiction) and the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.

16.7Bench Trial.The Parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with regard to any dispute arising out of this Agreement.

16.8Notices.Any notices required or permitted to be given hereunder by either Party to the other will be given in writing (i) by personal delivery, (ii) by bonded courier or a nationally-recognized overnight delivery company, (iii) by prepaid first class, registered or certified mail, postage prepaid, in each case addressed to the other Party at the address set forth in the Order Form (or to such other address as the other Party may request in writing by notice given pursuant to this Section) or (iv) by email. Notices will be deemed received: (a) if personally delivered, the same day; (b) if sent by courier or overnight delivery company, on the second working day after the day it was sent; (c) if sent by mail, five (5) working days following posting; or (d) if sent by email, the date of delivery. Notwithstanding the foregoing, notices terminating the Agreement may not be sent by email.

16.9Entire Agreement.The Agreement contains the entire understanding and agreement between INOP and Client with respect to the subject matter of the Agreement, and supersedes all other prior and contemporaneous proposals, representations, agreements, understandings, and commitments between INOP and Client with respect to the subject matter of the Agreement. The Agreement supersedes any conflicting terms in Client’s purchase order or other ordering document. Any terms of trade stated or referenced in Client’s purchase order, or any other terms to which INOP has not specifically agreed in a writing signed by an authorized representative of INOP, are not binding on INOP. Each of the Parties acknowledges and agrees that in entering into the Agreement, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether a Party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.

16.10No Offer of Securities.Neither INOP nor its Third-Party Providers are investment advisors and nothing contained in the Content Services will be construed as to make a representation or warranty, express or implied, regarding the accuracy or completeness of the data and information contained in the applicable product or the advisability to buy, sell, subscribe for, exchange or redeem a particular investment. The service provided under this Agreement and all content provided in conjunction with them are for informational purposes only and do not constitute, and should not be construed as a solicitation or offering of any investment or other transaction, an identification or offering of any securities for purchase, a recommendation to acquire or dispose of any investment, or the provision of any financial, tax, legal or other advice of any nature whatsoever. Client understands and agrees that any decisions it makes on the basis of any information provided under this Agreement are made solely at its own risk and INOP and the Third-Party Providers have no responsibility or liability arising from such decisions. INOP and/or the Third-Party Providers do not (i) serve as an agent for Client, Users, or any other person, (ii) market securities to investors, (iii) participate in negotiations between a Client, Users or any investor, (iv) handle any monies or securities in transactions between investors and Client or Users (or other third parties), or (v) assist Client, Users, or investors with the completion of any transactions between them (such as transaction documentation or paid referrals).

16.11Links to Third-Party Sites.INOP Services and/or Client Software may contain links to, or allow you to connect and use, certain third-party products, services, or software (“Third-Party Services”, and each, a “Third-Party Service”) in conjunction with your use of the INOP Service. To take advantage of these features, Users may be required to sign up or log into such Third-Party Service or their respective websites or applications. Client acknowledges that any use of such Third-Party Service is governed solely by the terms and conditions and privacy policy of such Third-Party Service, and that INOP does not endorse, is not liable for, and makes no representations as to any Third-Party Service, its content, or the manner in which such Third-Party Service uses, stores or processes any data. Certain features of certain INOP Services and/or Client Software may depend on the availability of these Third-Party Services and the features and functionality they make available to us. INOP does not control Third-Party Service features and functionality, which may change without notice to INOP or Client. If any Third-Party Service stops providing access to some or all of the features or functionality currently or historically available to INOP, or stops providing access to such features and functionality on reasonable terms, as determined by INOP in its sole discretion, INOP may stop providing access to certain features and functionality of the INOP Services and/or Client Software. INOP will not be liable to Client for any refunds or any damage or loss arising from or in connection with any such change made by a Third-Party Service or any resulting change to the INOP Service and/or Client Software. Client and its User irrevocably waive any claims against INOP with respect to any Third-Party Services.

16.12Force Majeure.Neither Party will be responsible for failure of performance, other than for an obligation to pay money, due to causes beyond its control, including: acts of God or nature; labor disputes; sovereign acts of any federal, state or foreign governments; network and/or computer failure or shortage of supplied materials (“Force Majeure Event”); provided that the affected Party makes a reasonable attempt to remove the impact of the Force Majeure Event as soon as reasonably possible. Either Party will have the right to terminate the Agreement upon written notice if a Force Majeure Event continues to impact performance of the other Party for more than thirty (30) consecutive days.

16.13Export.Neither Party shall export, directly or indirectly, any technical data acquired from the other Party under this Agreement (or any products, including software, incorporating any such data) to any country or person in breach of any applicable laws or regulations regulating export (“Export Control Laws”). Client shall ensure that its Users do not access any INOP Service (or use the Client Software or any Deliverables) in breach of Export Control Laws.

16.14Anti-Bribery.Each Party shall comply with all applicable anti-bribery legislation in connection with the operation of this Agreement. Each Party agrees that it has not received or been offered any illegal bribe, kickback payment, gift, or thing of value from any of the other Party’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If a Party learns of any breach of this Section related to this Agreement, it will use reasonable efforts to promptly notify the other Party’s legal department.

16.15No Assignment or Delegation.Client may not (i) assign the Agreement or rights to the INOP Service, Professional Services or Client Software, in whole or in part, or (ii) delegate its duties, or have another assume its responsibilities or liabilities, under the Agreement, to any third party without the prior written consent of INOP. Any attempted assignment in contravention of this provision will be null and void. The Agreement will be binding on all permitted assignees and successors in interest. INOP may freely assign or subcontract its rights or obligations under this Agreement.

16.16Independent Contractor.INOP is an independent contractor. Nothing in the Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties and neither Party will have the power to act in the name or on behalf of, or otherwise bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.17Third-party Beneficiaries.INOP’s Third-Party Providers are third-party beneficiaries under this Agreement and may enforce the terms and conditions of this Agreement against Client as it relates to such Third-Party Provider, but such Third-Party Providers will not be liable to Client for any direct or indirect damages with respect to the Content Services or any matters arising under this Agreement with respect to the Content Services. Other than as expressly set out in this Section 16.17, this Agreement does not and is not intended to confer rights on anyone other than the two parties to the Agreement.

16.18Rights and Remedies.Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.19Counterparts.The Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which taken together will constitute one signed agreement between the Parties. Signatures may be transmitted by facsimile or electronic mail in PDF or other similar format and will be deemed original. The signatories to the Agreement hereby represent and warrant that they have all necessary authority to enter into and bind their respective Party to the Agreement.