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Updated September 3, 2026
1.1 “Affiliate(s)” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Party. For purposes of this definition, the term “control” means the power (or, as applicable, the possession or exercise of the power) to direct, or cause the direction of, the management, governance, or policies of a given entity, directly or indirectly, through any applicable means (whether through the legal, beneficial, or equitable ownership, of more than 50% of the aggregate of all voting or equity interests or securities of such entity, through partnership, or through some other form of ownership interest, by contract, or other applicable legal document, or otherwise).
1.2 “Agreement” means this Master Services Agreement together with any Order Forms executed by the Parties.
1.3 “Confidential Information” shall include any oral or written information of either Party, including any Customer or Customer Users and/or their Affiliates, that is marked or otherwise identified, orally or in writing, as confidential or proprietary information. Confidential Information of Customer shall include Customer Data; Confidential Information of Nuvo shall include the Service, including the underlying, software, systems and technology platform and related Intellectual Property. Confidential Information shall not include information: (i) has become, through no act or failure to act on the recipient, generally known or available to the public; (ii) has been acquired by recipient without any obligation of confidentiality before receipt of such information from the disclosing party; (iii) has been furnished by the recipient by a third party without any obligation of confidentiality; (iv) that recipient can reasonably document was independently developed by or for recipient without reference to or use of the Confidential Information.
1.4 “Customer” means the entity entering into this Agreement with Nuvo and identified in the applicable Order Form.
1.5 “Customer Data” means all electronic data submitted by Customer or on behalf of Customer or Customer Users to the Service. Customer Data does not include Third-Party Data or Platform Data.
1.6 “Customer Users” means employees, contractors, or agents of Customer who are authorized by Customer to access and use the Services on Customer’s behalf.
1.7 “Intellectual Property” means any and all patents, inventions, copyrights, works of authorship, trademarks, trade secrets, know-how, designs, and all other intellectual property rights (whether registered or unregistered and including the right to register, renew or extend such foregoing intellectual property) that are, in each case, protected under the laws of any governmental authority having jurisdiction.
1.8 “Malicious Code” means viruses, worms, time bombs, Trojan Horses and other harmful or malicious code, files, scripts, agents or programs.
1.9 “Nuvo” means Nuvo Technologies, Inc., together with its Affiliates.
1.10 “Order Form” means an ordering document executed by the Parties that references this Agreement and describes the Services purchased by Customer.
1.11 “Outputs” means reports generated specifically for Customer by Nuvo or through
Customer’s use of the Services pursuant to this Agreement.
1.12 “Party” means Nuvo or the Customer, individually, and “Parties” means Nuvo and the Customer, collectively.
1.13 “Platform Data” means aggregated, anonymized, or system-generated data derived from operation of the Services, including usage metrics, system performance data, operational analytics, and product improvement data. Platform Data does not identify Customer, Customer Users, Third-Party Participants, or Third-Party Users.
1.14 “Pre-Existing Intellectual Property” means: (i) a Party’s Intellectual Property in existence as of the effective date of this Agreement; and (ii) Intellectual Property that a Party creates or develops outside the scope of the Services provided by Nuvo to Customer under this Agreement and without the use of the other Party’s Confidential Information.
1.15 “Privacy Policy” means Nuvo’s Privacy Policy found at https://nuvo.com/privacy-policy, as may be revised from time to time by Nuvo.
1.16 “Services” shall mean: (i) the services as described in an Order Form, including associated
application programming interfaces (APIs), integrations, analytics, underlying technology, and related functionality, which may incorporate AI Tools; and (ii) all concepts, inventions (whether or not protected under patent laws), works of authorship, information, new or useful art, combinations, discoveries, algorithms, specifications, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes, and methods of doing business, and any other media, materials, and other tangible objects or outputs produced or generated by Nuvo under this Agreement or through the Services.
1.17 “Third-Party Data” means data submitted to the Services by Third-Party Participants or Third-Party Users, including information relating to the relationship between Customer and a Third-Party Participant.
1.18 “Third-Party Participants” means vendors, suppliers, customers, counterparties, or other entities that interact with Customer through the Services.
1.19 “Third-Party Users” means individuals who access or interact with the Services on behalf of a Third-Party Participant.
1.20 “Website Terms” means Nuvo’s Website Terms of Use found at https://nuvo.com/terms, as may be revised from time to time by Nuvo.
Subject to the terms and conditions of this Agreement, Nuvo will provide the Services in accordance with this Agreement and the applicable Order Form. Nuvo shall independently determine the method, details, and means of performing the Services required by this Agreement. Nuvo shall perform the obligations described in this Agreement itself and through its licensors and subcontractors. Nuvo’s Services may incorporate machine learning, natural language processing, predictive analytics, or other artificial intelligence technologies developed by Nuvo and/or Nuvo’s third-party providers and subprocessors to analyze Customer Data and generate information and outputs (“AI Tools”). Except as expressly provided in the Order Form, the Services are for Customer’s internal business use only and Customer may not use the Services to supply any services to any third party, including, without limitation, professional, consulting, training or support services.
3.1 Accounts. Customer must register with Nuvo and create an account to use the Services (an “Account”). Customer is responsible for maintaining the confidentiality of Account credentials and for all activity occurring under its Account in accordance with the Website Terms. Customer will promptly notify Nuvo of any unauthorized access or use of its Account.
3.2 Customer User Compliance. Customer shall (a) be responsible for Customer Users’ and Third-Party Users’ compliance with this Agreement and for payment of fees incurred by such Customer Users, including any overage consumption; (b) be responsible for all actions taken through its Account and for the conduct of Customer Users and Third-Party Users; (c) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which it acquired Customer Data; (d) use best efforts to prevent unauthorized access to or use of the Services, and notify Nuvo promptly of any such unauthorized access or use; and (e) use the Services only in accordance with any specifications or instructions provided by Nuvo and applicable laws and government regulations.
3.3 Restrictions on Use of the Services. Customer shall not (a) make the Services or any Outputs available to any third party other than Customer Users or Third-Party Users, (b) sell, resell, rent, transfer, assign, lease, or sublicense the Services or any Outputs without Nuvo’s prior written consent, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or Third-Party Data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks, (g) permit any third party, including Affiliates, to access the Services except as permitted herein or in the Order Form or as approved by Nuvo in writing, (h) create derivative works based on the Services or Outputs, (i) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for its own internal business purposes, (j) reverse engineer the Services, (k) access or use the Services in order to (1) build a competitive product or service, or (2) copy any features, functions, or graphics of the Services, or (l) utilize the Services or any Outputs from the Services for any machine learning, automation or artificial intelligence models or processes. Customer further warrants and represents that Customer does not have any interest in, or motivation, status, or intent to use the Services for any journalistic, investigative, or unlawful purpose and will not do so. Customer may not and will not access or use the Services in order to compete directly or indirectly with Nuvo, or for monitoring the Service’s availability, performance, functionality, or for any other benchmarking or competitive purposes.
Certain features of the Services may allow Customer to obtain credit-related or financialinformation regarding Third-Party Participants through integrations with Third-Party Data providers.Financial information of Third-Party Participants provided via the Services on behalf of, and for Customers,is for informational purposes only and is not a substitute for individualized professional advice. Nuvo doesnot provide credit repair, credit advisory, or financial advisory services. For Customers to receive suchinformation, the Third-Party Participants must expressly authorize Nuvo, on behalf of Customer, to obtainconsumer reports from consumer reporting agencies about such Third-Party Participants.
Customer is solely responsible for determining whether its use of the Services is subject to anyapplicable laws or regulations, including consumer reporting laws, and for complying with any such laws.Customer represents that it will not use the Services to obtain consumer credit reports or make consumercredit decisions unless it has independently determined that such use complies with applicable law,including the Fair Credit Reporting Act (FCRA). Nuvo is not responsible for Customer’s compliance withany laws governing Customer’s use of the information obtained through the Services. As a user of aconsumer report under FCRA, Customer acknowledges and agrees to abide by Customer’s obligations setforth the “Notice to Users of Consumer Reports: Obligations of Users under the FCRA,” found online athttps://www.consumerfinance.gov/rules-policy/regulations/1022/n/#ImageN4.
5.1 Integration of Other Credit Subscriptions. Customer may choose to use and integrate its direct subscription with third-party provider or licensor, such as Equifax and Creditsafe, with the Services. If Customer elects to use its own subscription, Customer acknowledges that: (a) billable events under such subscription may be recorded while Customer utilizes the Services; and (b) Customer shall be solely responsible for any fees, costs, or other charges associated with such third-party subscription and billable events. To the extent Customer’s subscription includes any of the following Nuvo licensor or partner, by signing this Agreement, Customer and its Customer Users are also agreeing to and shall comply with the applicable terms of use or licenses of such licensor or partner, as may be updated from time-to-time:
5.2 Links to Third-Party Accounts. Customer may choose to connect its account with third-party services (such as Google Workspace, Gmail, Microsoft Outlook, or Microsoft 365) through integrations made available by the Services (each, a “Third-Party Account”). By enabling such integrations, Customer authorizes Nuvo to access, retrieve, store, and process information and content available from the applicable Third-Party Account as necessary to provide the Services. Customer represents and warrants that it has all necessary rights and permissions to grant Nuvo such access and to permit the processing of such information in connection with the Services.
5.3 Third-Party Account Information. Customer acknowledges and agrees that information retrieved from Third-Party Accounts may be displayed or made available within the Services. Nuvo does not control and is not responsible for any Third-Party Accounts or third-party services. Customer’s use of any Third-Party Account is governed solely by Customer’s agreement with the applicable third-party provider. Customer may disconnect Third-Party Accounts from the Services at any time, in its sole discretion, but may continue to process information previously retrieved from a Third-Party Account in connection with providing the Services. Nuvo will not be responsible for any unavailability of Third-Party Accounts or any third-party services, or for any loss or unavailability of data resulting from the termination or restriction of access to such Third-Party Accounts.
6.1 Payments Services. As part of the Services, Nuvo may provide functionality that enables Customer to request, receive, process, reconcile, or manage payments from Third-Party Participants, including invoices, payment links, ACH payments, card payments, and other electronic payment methods (the “Payments Services”). The Payments Services are intended to facilitate Customer’s accounts receivable workflows and related payment collection activities.
6.2 Third-Party Payment Processors and Banking Partners. The Payments Services may be provided through integrations with third-party payment processors, payment facilitators, acquiring banks, and other financial institutions (collectively, the “Payments Partners”). Customer acknowledges and agrees that:
6.2.1 Nuvo is not a bank, payment processor, money transmitter, or financial institution and does not itself process payment transactions;
6.2.2 payment processing services are provided by Payments Partners pursuant to their respective terms and conditions;
6.2.3 Customer’s use of the Payments Services is subject to the terms, policies, and rules of such Payments Partners, which may include card network rules, National Automated Clearinghouse Association (NACHA) rules, and other applicable payment system requirements; and
6.2.4 Customer has all necessary rights and authorizations to submit and collect payments from its Third-Party Participants, including through the use of Payments Partners.
6.3 Pass-Through Partner Terms. Customer agrees that its use of the Payments Services will be subject to additional terms and conditions imposed by the Payments Partners. Nuvo may require Customer to accept such terms, including any payment processor, acquiring bank, or financial institution terms, prior to enabling the Payments Services.
6.4 Payment Authorization. Customer authorizes Nuvo and its Payments Partners to:
6.4.1 initiate payment transactions requested by Customer through the Services;
6.4.2 transmit payment instructions to applicable payment networks;
6.4.3 debit or credit Customer’s designated settlement account for payment transactions, fees, chargebacks, reversals, or adjustments; and
6.4.4 collect and remit funds in connection with Customer’s accounts receivable activities.
6.5 Fees and Payment Processing Costs. Customer is responsible for all payment processing fees, network fees, and other fees imposed by Payments Partners. Such fees may be deducted from payment settlements or invoiced to Customer as specified in the applicable Order Form or Payments Services documentation.
6.6 Chargebacks, Disputes, and Payment Reversals. Customer is solely responsible for all chargebacks, payment disputes, ACH returns, reversals, or similar payment adjustments arising from transactions submitted by or on behalf of Customer. Nuvo and its Payments Partners may debit Customer’s settlement account or otherwise recover amounts owed in connection with such events.
6.7 Compliance with Applicable Rules. Customer agrees to comply with all applicable laws and payment network rules relating to payment transactions, including, but not limited to: (i) card network operating rules; (ii) NACHA operating rules; (iii) anti-money laundering (AML) requirements; (iv) sanctions regulations administered by the U.S. Office of Foreign Assets Control (OFAC); and (v) applicable consumer protection and payment regulations. Customer shall not use the Payments Services for any unlawful purpose or for prohibited transactions identified by the Payments Partners.
6.8 Identity Verification and Underwriting. To comply with regulatory and network requirements, Customer agrees to provide information requested by Nuvo or its Payments Partners for purposes of identity verification, underwriting, risk monitoring, or compliance (including “Know Your Customer” or “KYC” requirements). Failure to provide such information may result in suspension or termination of the Payments Services.
6.9 Risk Monitoring and Suspension. Nuvo and its Payments Partners may monitor transactions for fraud, compliance, and risk management purposes. Nuvo may suspend or restrict Customer’s access to the Payments Services if required by a Payments Partner, payment network, applicable law, or if Nuvo reasonably believes the transactions present elevated risk.
6.10 Settlement Timing. Payment settlement timing may vary depending on the payment method, Payments Partners, and applicable payment network rules. Nuvo does not guarantee the timing of funds availability.
6.11 Custody of Funds. In connection with the Payments Services, Nuvo may receive, hold, and disburse funds solely as agent on Customer’s behalf to facilitate payment transactions initiated through the Services and Payments Partners. To the extent Nuvo receives funds from payment processors, acquiring banks, or other Payments Partners in connection with such transactions, Nuvo will hold such funds in a custodial capacity for the benefit of Customer and solely for purposes of settlement, reconciliation, and disbursement in accordance with Customer’s instructions. Customer authorizes Nuvo to disburse funds at Customer’s direction, including transferring funds to Customer’s designated bank account, applying payments to invoices, issuing refunds, and deducting any applicable fees, chargebacks, reversals, or other amounts owed in connection with the Payments Services. Nuvo may hold such funds through accounts maintained with third-party banking institutions or Payments Partners and may delay or restrict disbursements as reasonably necessary to comply with applicable law, payment network rules, or to investigate fraud, disputes, or other risk-related issues.
The Services will be provided subject to the Service Level Agreement attached here as Exhibit A. Nuvo warrants that the Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. Customer must notify Nuvo in writing of any alleged failure by Nuvo to perform Services in accordance with the foregoing warranty within as soon as reasonably practicable upon delivery of the affected Services. Nuvo’s entire liability and Customer’s sole remedy for Nuvo’s failure to perform in accordance with the above warranty shall be for Nuvo to use commercially reasonable efforts to cure or correct such failure. Except as expressly provided in THIS SECTION 7, the Services are provided “as is” and “as available.” except as expressly set forth HEREIN, Nuvo disclaims all other warranties, whether express, implied, statutory, or otherwise, including, BUT NOT LIMTIED TO, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Nuvo does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that any information or results obtained through the Services will be accurate or reliable. Nuvo is not responsible for third-party services or integrations. Customer acknowledges that use of the Services is at its own risk. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NUVO OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
During the Term, Nuvo will maintain and implement commercially reasonable business continuity and disaster recovery procedures designed to minimize disruption to the Services.
Nuvo may publicly disclose and identify Customer as a customer and use Customer’s name, trademarks, and logos (“Customer Marks”) on Nuvo’s website and in marketing materials. Customer shall cooperate with reasonable requests of Nuvo to support public relations efforts pertaining to the Services, which efforts may include: (i) participation in targeted press highlighting benefits of implementing the Services; or (ii) providing quotes, excerpts, or other forms of content, which Nuvo may use for self-promotion (collectively, the “Promotional Materials”). Customer grants Nuvo an non-exclusive, non-transferable, right to use the Customer Marks on Nuvo’s websites and marketing materials and press releases relating to foregoing; provided that Nuvo will be solely responsible for the costs related to such marketing and promotional efforts and will use Customer Marks in accordance with Customer’s trademark and logo use guidelines to the extent such guidelines have been provided to Nuvo. Customer may revoke the foregoing right to use the Customer Marks or opt out of participating in promotional activities with Nuvo at any time by providing written notice to Nuvo, provided that Nuvo will be permitted to use any Promotional Materials that have already been deployed or distributed.
10.1 Fees. Customer shall pay Nuvo fees for the Services at the rates and on the payment terms specified in the Order Form. At the end of each service term or the then-current renewal term, such fees shall increase by the greater of: (i) five percent (5%); or (ii) the percentage increase in the National Consumer Price Index, as published by the United States Bureau of Labor Statistics, over the preceding twelve (12) months, and such increase shall apply automatically upon each renewal unless otherwise specified in the Order Form.
10.2 Late Payments. Nuvo may, in its sole discretion, suspend Services upon prior written notice if any invoice is more than 30 days past due. This right of suspension will not limit any other of Nuvo’s rights or remedies related to Customer’s failure to pay.
10.3 Taxes. Customer shall be responsible for any taxes payable in connection with the Customer’s use of the Services (other than taxes based on Nuvo’s income) and Customer hereby agrees to indemnify Nuvo for any such taxes and related costs, interest and penalties paid or payable by Nuvo. Fees reflected on any Order Form are exclusive of sales tax. Nuvo shall add the amount of any sales taxes as separate line item(s) to the amounts invoiced to Customer under any Order Form and Customer shall remit such amounts to Nuvo.
11.1 Nuvo’s Rights. Subject to the limited rights expressly granted hereunder, Nuvo retains and reserves all rights, title and interest in and to (including all Intellectual Property rights therein): (i) its Pre-Existing Intellectual Property (including without limitation the Services and AI Tools, and any modifications thereto); and (ii) any derivative works created based on the Services. No rights are granted to Customer hereunder other than as expressly set forth herein.
11.2 Customer’s Rights. Subject to the terms and conditions herein, Nuvo grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Term of the applicable Order Form to use the Services for its internal business purposes only.
11.3 Customer Data. Customer shall own and retain all right, title, and interest in and to Customer Data and any Outputs (subject to the restrictions set forth in Section 3.3); provided, however, that Customer hereby grants to Nuvo a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, sell, transfer, publicly display, publicly perform, transmit, and otherwise exploit such Customer Data or Outputs solely for: (i) providing, maintaining, and improving the Services and AI Tools, including as part of prompts and inputs for its AI Tools; provided that any Customer Data used for this purpose shall be de-identified and aggregated and used only within the Nuvo platform, (ii) providing Customer with access to and information about customized features, new functionality, and partner integrations; and (iii) with respect to Platform Data, for Nuvo’s internal business purposes, including providing, improving, and optimizing its products and services and performing analytics. Nuvo will not sell identifiable Customer Data. For clarity, Customer’s rights in this Section 11.3 do not restrict Nuvo’s ownership of or other rights to information Nuvo independently develops or receives from a third party.
11.4 Feedback. Customer and its Customer Users may provide to Nuvo bug reports, suggestions, enhancement requests, recommendations or other feedback or content relating to the Services (“Feedback”). By providing any Feedback, Customer hereby assigns to Nuvo all right, title, and interest in and to the Feedback, if any. Nothing in this Agreement will restrict Nuvo’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit any Feedback for improving or otherwise modifying any of Nuvo products or services, without compensating or crediting Customer or a Customer User.
11.5 Residual Rights. The parties acknowledge and agree that Nuvo is in the business of providing Services to third parties that are or may be substantially similar to the Services being provided to Customer. Customer agrees that Nuvo, its employees, and agents will be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any Services performed under this Agreement and retained in the unaided memory of Nuvo’s employees or agents, subject to its obligations with respect to Customer’s Confidential Information pursuant to Section 12.
12.1 Limitations on Use. Each Party shall hold all Confidential Information in strict confidence, but with no less degree of care to protect its own Confidential Information of a similar nature, and shall use such information solely for the purposes of fulfilling its respective obligations and exploiting its rights and privileges hereunder and for no other purpose, and shall not directly or indirectly disclose, provide, disseminate or otherwise make available any Confidential Information to any third party, in either case without the express prior written permission of the disclosing Party. Notwithstanding the foregoing, each Party may disclose Confidential Information to its employees, contractors, Affiliates, and service providers (collectively, the “Representatives”) to the extent such Representatives need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. The receiving Party remains responsible for any breach of this Agreement by its Representatives.
12.2 Third Party Confidential Information. Each Party may receive from third parties such third parties’ Confidential Information, subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. The receiving party shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in the assigned duties and to the extent needed to be known, as applicable, any such Confidential Information.
12.3 Equitable Relief. If a receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing Party in breach of confidentiality protections hereunder, such Party agrees that such breach could cause disclosing Party irreparable injury, for which monetary compensation would not provide adequate compensation, and disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, without proving actual damage or posting bond or other security, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
Each Party represents and warrants that: (i) it is a duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has and will retain throughout the Term the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. Customer further represents and warrants that they are fully and solely responsible for providing required and appropriate notices with respect to consumer credit reports that is in compliance with the FCRA and applicable state law requirements.
14.1 By Nuvo. Nuvo shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (“Customer Indemnified Parties”) against any loss, liability, judgement, penalty, damage, or expense (including reasonable attorneys’ fees and costs) awarded by a court of competent jurisdiction or agreed to in a good faith settlement (“Losses”) resulting from any third-party claim, suit, action or other proceeding (an “Action”) brought against any Customer Indemnified Party alleging or arising out of an allegation that the Services (excluding any Customer or any third party products or content) infringes any Intellectual Property right of any third party, including, without limitation, patent, trademark or copyright, except to the extent an Action results from an unauthorized use, modification, or combination thereof by a Customer Indemnified Party; provided that Customer: (i) promptly gives Nuvo written notice of the Action; (ii) gives Nuvo sole control of the defense and settlement of the Action (provided that Nuvo may not settle or defend any Action unless it unconditionally releases Customer of all liability); and (iii) provides to Nuvo all reasonable assistance, at Nuvo’s expense.
14.2 By Customer. Customer shall indemnify, defend, and hold harmless Nuvo and its officers, directors, employees, and agents (“Nuvo Indemnified Parties”) against Losses resulting from any third-party Action brought against a Nuvo Indemnified Party alleging or arising out of an allegation: (i) that the Customer Data, or Customer’s use of the Service in violation of this Agreement, infringes or misappropriates the Intellectual Property rights of a third party or violates any applicable law; (ii) of failure to provide or adhere to the disclosures, notices, and other requirements of the FCRA and similar state consumer disclosure laws; or (iii) resulting from or relating to Customer’s gross negligence or willful misconduct.
14.3 Sole and Exclusive Remedy. This Section 15 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of Action described in this section.
14.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR LIABILITY DUE TO WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO NUVO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR IF THE AGREEMENT HAS BEEN ACTIVE FOR LESS THAN 12 MONTHS, THE AVERAGE MONTHLY FEES EXTRAPOLATED OVER A 12 MONTH PERIOD). THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15.1 Term. This Agreement shall be effective as of the effective date of the Order Form and shall remain in effect for the term set forth in the Order Form (the “Term”).
15.2 Termination for Cause. Either Party may terminate this Agreement and/or any Order Form for cause: (i) upon 30 days prior written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; provided, however, that Nuvo may terminate this Agreement immediately for Customer’s non-payment of fees and reimbursable expenses when due, if such non-payment remains uncured for 10 days after notice thereof. If Nuvo terminates this Agreement for cause, then Customer shall pay, in full, any remaining unpaid amount for the remainder of the Term within 30 days after delivery to Nuvo of written termination notice in accordance with the notice provisions set forth below.
15.3 Suspension. Nuvo may suspend Customer’s access to the Services, in whole or in part, and/or terminate Customer’s rights under this Agreement, upon written notice (where practicable), in the event:
15.3.1 Customer or its Customer Users has breached any provision of the applicable user agreement (including any such agreement of a licensor or a partner), and Nuvo shall have no obligation to refund to Customer any fees already paid;
15.3.2 there is an attack on the Services, the Services are accessed or manipulated by a third party without Customer’s consent, or there is another event for which Nuvo reasonably believes that the suspension of Customer’s access to the Services is necessary to protect or prevent harm to Nuvo’s network, the Services, or its other customers;
15.3.3 Nuvo is required to do so by law, regulation, or at the direction of a third-party provider or payment network;
15.3.4 Customer’s use of the Services presents a material security, fraud, or legal risk; or
15.3.5 where necessary to comply with obligations imposed by its third-party providers or financial partners.
15.4 Effects of Termination. Upon any expiration or termination of the Agreement:
15.4.1 All applicable Accounts will be terminated or downgraded, as applicable.
15.4.2 Customer shall promptly pay Nuvo all unpaid fees and reimbursable expenses incurred by Nuvo to the date of termination. Customer’s payment obligation for any fees and reimbursable expenses owed to Nuvo shall survive the termination of this Agreement.
15.4.3 Customer shall have access to its account for 90 days from the date of expiration or termination to export Customer Data at its expense. Nuvo reserves the right to delete all Customer Data from its systems after such 90-day period unless retention is required by applicable law, a court order, or regulatory obligations.
15.5 Survival. Sections 1, 4, 10 through 14, 15.4, 15.5, and 16 shall survive any termination or expiration of this Agreement.
16.1 Notices. All notices under this Agreement will be in writing and deemed given: (a) upon delivery if delivered personally; (b) three (3) business days after being sent by a nationally recognized overnight courier or registered or certified mail (return receipt requested); or (c) the date of delivery if addressed to the Party to be notified at the email address shown in the Order Form or on the signature page, or to such other email address as may be hereafter designated by a Party.
16.2 Entire Agreement; Amendments; Waiver. This Agreement, including the Order Form and exhibits, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of a conflict or inconsistency between any term of this Agreement and the Order Form, the terms of the Order Form shall control. This Agreement may be amended or modified only by the mutual written agreement of authorized representatives of the Parties. No term or provision hereof shall be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing signed by such Party. The waiver by a Party of, or consent by a Party to, a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver or excuse of any other or subsequent breach.
16.3 Assignment. Neither Party shall assign this Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party’s consent, to any Affiliate, or in the event of a merger, acquisition, or sale of all or substantially all of its assets, provided that such assignee agrees in writing to perform the obligations of the assigning Party hereunder, whether incurred prior to or after such assignment.
16.4 Dispute Resolution. The Parties agree that prior to filing any lawsuit regarding any dispute arising out of or related to this Agreement, they shall meet and confer in good faith regarding possible alternative dispute resolution methods such as mediation or binding arbitration before a neutral mediator/arbitrator agreed upon by the Parties. The venue for any mediation, arbitration, or lawsuit shall be conducted in San Francisco, California, unless the Parties agree in writing to a different venue.
16.5 Governing Law; Exclusive Venue; Waiver of Jury Trial. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Each of the Parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any state or federal court sitting within the County of San Francisco, California, and any appellate court or court of appeals from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment relating thereto. The Parties agree, waive all defenses relating to, and irrevocably consent to the jurisdiction and venue of all courts situated in California for the resolution of all disputes related to this Agreement. To the extent permitted by applicable law, each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
16.6 Independent Contractor. It is the express intent of the Parties that Nuvo is an independent contractor and not an employee, agent, joint venturer, or partner of Customer. Nuvo shall be solely responsible for paying all necessary employment taxes for its personnel and to report employees’ income and withhold all required taxes from such income, as may be required by law.
16.7 Force Majeure. If either Party cannot perform any of its obligations because of any act of God, court order, fire, riot, war, or any and other causes beyond a Party’s reasonable control and which it could not have prevented through the exercise of reasonable care and precautions (a “Force Majeure Event”), then the non-performing Party shall: (i) promptly notify the other Party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event.
16.8 Severability. The invalidity or unenforceability of any one or more of this Agreement’s terms or provisions shall not impair or affect the validity or enforceability of the remaining terms or provisions, and this Agreement shall be construed and enforced as if the invalid or unenforceable term or provision had not been contained in this Agreement. If any term or provision contained in this Agreement shall be found to be excessively broad as to duration, scope, or subject, the term or provision shall be limited and reduced so as to be enforceable under applicable law.
16.9 Titles and Construction. The titles and captions in this Agreement are for convenience of reference only and shall not control or affect the interpretation or construction of any of its terms or conditions. This Agreement shall not be construed against or in favor of any Party based on the identity of the drafter of this Agreement, or any term or provision in it.
16.10 Third Party Beneficiaries. Nuvo’s licensors, partners and other persons and entities who have provided services to Nuvo for inclusion in the Services are intended third party beneficiaries to this Agreement as it applies to their respective products and services supplied to Nuvo. Except as specifically provided in this paragraph, a person who is not a Party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from this Agreement.
16.11 Other Remedies. The duties, obligations, rights and remedies under this Agreement are in addition to, and not in limitation of, those otherwise imposed by, or available under, applicable law.
16.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same Agreement. This Agreement, to the extent signed and delivered by means of e-mail, a facsimile machine or other means of electronic transmission, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.