Terms of Use

  1. Definitions
    • Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, Web or Internet addresses, parameter and format information, and other relevant information and procedures that are used to allow Authorized Users of Customer to access the Application Services.
    • Application Services” means PeerIQ’s software-as-a-service offering identified in any Order Form that references these Master Subscription Terms (the “Agreement”) and provides access to the PeerIQ Data.
    • Authorized User(s)” means the named individual employees, agents, and independent contractors of Customer who are listed on the Order Form and authorized by PeerIQ to access the features and functions of the Application Services. Authorized Users must be the age of eighteen (18) or older; any named individual on an Order Form who is not this age as of the date of the Order Form is not an Authorized User and is not approved for access to any Application Services.  Information about Authorized Users provided on the Order Form or otherwise to PeerIQ in connection with the Application Services must be accurate, truthful and updated; otherwise PeerIQ may disqualify such individuals as Authorized Users (in its sole discretion).
    • Customer” means the named customer on an applicable Order Form following acceptance of the Order Form by PeerIQ.
    • Customer Data” means the unprocessed information and data provided to PeerIQ by Authorized Users through the Application Services.
    • Documentation” means user guides and other technical documentation, whether in electronic or printed format, provided by PeerIQ to Customer that are specifically designed to inform Authorized Users on how to use the Application Services.
    • Fee” means the fee specified in the Order Form for the applicable Services, payable to PeerIQ in accordance with the terms hereof.
    • Order Form” means PeerIQ’s form of ordering document pursuant to which Services are ordered by Customer subject to the terms and conditions of this Agreement, which must be approved and formally accepted by PeerIQ to be effective.
    • PeerIQ” means Synthetic P2P Holdings Corporation d/b/a PeerIQ, a Delaware corporation.
    • PeerIQ Data” means the data, analysis, reports, indices, benchmarks and other information accessible or managed through the Application Services that are provided to assist Authorized Users in the assessment and analysis of credit and loan performance, but excluding in all cases, the Customer Data.
    • Services” mean any services provided by PeerIQ pursuant to this Agreement including the Application Services and related other services such as technical support services.
  2. Access Grants; Performance of Services; and Ownership
    • Provision of Services. Subject to the terms and conditions of this Agreement, PeerIQ will provide the Services ordered pursuant to any Order Form to Customer in a professional and workmanlike manner consistent with industry best standards, as may be further described in the Order Form.
    • Access Protocols; Authorized Users. After accepting an Order Form, Customer will be given access to the Access Protocols. Customer will: (a) safeguard the Access Protocols and ensure that only Authorized Users are given access to the Access Protocols, and that Authorized Users also safeguard the Access Protocols with a degree of care no less stringent than that required of Customer pursuant to this Agreement; (b) make Authorized Users aware of Customer’s obligations under this Agreement; and (c) be responsible for all acts and omissions of Authorized Users, including without limitation compliance with all terms and conditions herein.
    • Right of Access; Limitation on Number of Concurrent Users. Subject to terms and conditions of this Agreement and PeerIQ’s acceptance of an applicable Order Form, PeerIQ grants to Customer a non-exclusive, non-transferable right during the Term to allow Authorized Users to access and use the Application Services specified in the Order Form solely for Customer’s internal business purposes and as otherwise set forth in the Order Form. Customer’s right to access the Application Services is limited to the specified individual Authorized Users listed in the applicable Order Form.
    • Customer Data. Use of the Application Services will permit Customer, at its option, to provide Customer Data to PeerIQ for purposes of processing, analyzing and storing such Customer Data and otherwise performing the Services.  Customer hereby grants to PeerIQ a limited worldwide, royalty-free license: (a) during the Term to use, copy, display, disclose, modify and distribute the Customer Data solely for the purpose of providing the Services (and for any purpose required for compliance with law or to respond to any investigation, subpoena or other judicial process) and (b) on a perpetual basis, to use, copy, display, disclose, modify and distribute the Customer Data to create and compile aggregated data and/or statistics.  PeerIQ will use due care to protect sensitive Customer Data, including, as appropriate, encryption technology.
    • Restrictions on Use. Customer will not: (a) modify, adapt, alter, translate or create derivative works of the Services, including the Application Services and the PeerIQ Data; (b) use the PeerIQ Data for any purpose other than Customer’s internal business use in connection with assessing and analyzing credit and loan performance and not for the benefit of any third party including as part of a service bureau, application service provider offering, or software-as-a-service offering; (c) sublicense, lease, rent, loan or otherwise transfer Customer’s rights hereunder to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the human readable, source code version of the Application Services or the technology underlying the Application Services; (e) publish or post false or misleading information about PeerIQ; (f) remove any proprietary notices of PeerIQ or third parties found on, in or in association with the Services or the PeerIQ Data; (g) publish any performance or benchmark tests or analysis relating to the Services or the PeerIQ Data, including the use thereof, without the approval of PeerIQ; (h) use the Services in any way that in any manner that exceeds the scope of use permitted hereunder, infringes any third party intellectual property right, breaches the terms of this Agreement or any agreement between Customer and any third party; (i) interfere in any manner with, or disrupt the integrity or performance of, the Application Services, the PeerIQ Data or their operation, or the hardware and network used to operate the Application Services; and (j) use any Services or the PeerIQ Data to build a similar or competitive product or service of any kind. Customer further agrees: (i) to comply with U.S. law regarding the transmission of any data obtained from the Services; (ii) not to use the Services for illegal purposes; and (iii) not to interfere or disrupt networks connected to the Services.  For the avoidance of doubt, nothing in the foregoing shall prevent Customer from (1) presenting reports generated by PeerIQ or any information contained in such reports (such as PeerIQ Data) to Customer’s investors, lenders and other financing sources, insurers, service providers, auditors, advisors or consultants, or (2) incorporating such reports or information into Customer’s investor materials, so long as PeerIQ is cited in writing as the source of such reports; provided, however, that Customer shall not externally represent any information contained in such reports (such as PeerIQ Data) to be a valuation determined or established by PeerIQ.
    • Intellectual Property. The Services including the PeerIQ Data, including without limitation any Web site (including without limitation text, content, photographs, video, audio, graphics, tables, functionality and data selection and arrangement), are protected by copyrights, trade secrets, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries, as applicable, and, where applicable, aspects of the Services may be protected by patent and other forms of intellectual property rights.  Customer acknowledges that the Services, including the PeerIQ Data, have been developed, compiled, prepared, revised, selected and arranged by PeerIQ and its agents through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of PeerIQ (and, where applicable, licensed third-party intellectual property of others).  Customer agrees to protect the proprietary rights of PeerIQ and all others having rights in the Services during and after the term of this Agreement and to comply with all reasonable written requests made by PeerIQ relating to the protection of its intellectual property rights in or to the Services.  Customer agrees to notify PeerIQ in writing promptly upon becoming aware of any unauthorized access or use of the Services by any party or of any claim that the Services infringe upon any copyright, trademark or other contractual, statutory or common law rights.  As between the parties, PeerIQ retains all present and future right, title and interest in the Services, including without limitation the Application Services and the PeerIQ Data, and all intellectual property rights therein.  All rights not expressly granted by PeerIQ are reserved, and Customer acquires absolutely no rights or licenses in or to the Services except for the limited right to use the Services in accordance with the terms of this Agreement.  Customer retains all right, title and interest in the Customer Data and all intellectual property rights therein, and grants the right to develop, compile, or otherwise author derivative works in Customer Data to PeerIQ.  All rights not expressly granted by Customer are reserved.
    • Feedback. At its option, Customer may provide advice, suggestions, feedback, or other comments regarding the use, operation and functionality of the Services (“Feedback”).  Feedback will include any information about operating results, known or suspected bugs, errors or compatibility problems and user-desired features.  Customer agrees that PeerIQ, without any compensation to Customer, will have an irrevocable right to use the Feedback and related information in any manner it deems appropriate, and that PeerIQ shall own all intellectual property in and to such Feedback, and Customer agrees any such Feedback provided at any time is provided to PeerIQ on a “work for hire” basis.
  3. Term and Termination
    • Term. This Agreement will continue for the period of time set forth in the applicable Order Form (the “Initial Term”), unless terminated in accordance with this Section or as otherwise expressly provided in this Agreement.
    • Termination for Material Breach. Either party may terminate this Agreement or any Order Form, at its discretion, effective immediately upon written notice to the other if the other party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving written notice thereof.
    • Suspension of Service(s). At any time during the Term, PeerIQ may, immediately upon notice to Customer, suspend access to any Service, at its discretion, in (1) the event of a material breach of the restrictions set forth in section 2.5, including due to a threat to the technical security or technical integrity of the Services, or (2) if any amount due under this Agreement is not received by PeerIQ within fifteen (15) days of the due date.
    • Termination upon Bankruptcy or Insolvency. PeerIQ may, at its option, terminate this Agreement immediately upon written notice to Customer, in the event (a) that Customer becomes insolvent or unable to pay its debts when due; (b) Customer files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (c) Customer discontinues its business; (d) Customer does not meet the customer qualification criteria required by its policies; or (e) a receiver is appointed or there is an assignment for the benefit of Customer’s creditors.
    • Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) any amounts owed to PeerIQ before such termination or expiration will be immediately due and payable; and (b) all access rights granted will immediately cease to exist. The following provisions will survive termination: Sections 1 (“Definitions”), 2, (“Access Grants; Performance of Services; and Ownership”) (except for Sections 2.1, 2.3 and 2.4), 3 (“Term and Termination”), 4 (“Warranties, Disclaimers and Limitations on Damages”), 5 (“Beta Feature Disclaimers”), 6 (“Indemnity”), 7 (“Confidential Information”), 8 (“Payment Terms”) and 9 (“Miscellaneous”) of this Agreement will survive any termination or expiration of this Agreement.
  4. Warranties, Disclaimers and Limitation on Damages
    • General Representations. Each party hereby represents and warrants: (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement will not conflict with or violate any provision of any law or third party agreement having applicability to such party; and (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.  PeerIQ represents and warrants that (i) the Services and PeerIQ Data will conform to the Documentation; (ii)the Services and the PeerIQ Data will not infringe, misappropriate or violate the rights of any third party; (iii) the Services will be provided in a professional and workmanlike manner consistent with industry best standards; and (iv) PeerIQ will safeguard Customer Data from unauthorized access, use, alteration or destruction using physical, logical and administrative security measures consistent with industry best standards.
    • General Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, INCLUDING ANY ORDER FORM, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. PEERIQ DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES, INCLUDING THE PEERIQ DATA, WILL BE ACCURATE, COMPLETE, SECURE, WITHOUT INTERRUPTION, OR ERROR-FREE.  CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES INCLUDE DATA OF THIRD-PARTIES AND THAT PEERIQ IS NOT RESPONSIBLE IN ANY WAY FOR THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY SUCH DATA.  PEERIQ HAS NO DUTY TO UPDATE, CORRECT OR OTHERWISE MODIFY DATA DELIVERED THROUGH THE SERVICES.
    • Use; Decision Support Disclaimer. Customer acknowledges that the Application Services, including the PeerIQ Data, are provided to Customer and its Authorized Users as a tool to aid in its assessment of loan performance.  Customer agrees that Customer will not rely solely on the output of the Application Services and that Customer and its Authorized Users will rely on their professional judgment in assessing loan or portfolio performance.  Customer is solely responsible for (a) Customer’s and its Authorized Users’ use of the Services, including the Application Services and PeerIQ Data and (b) any decision Customer makes, in whole or in part, therefrom, including any trades and investment decisions or strategies.  Customer further agrees that PeerIQ will not be responsible for any loss or damage to Customer or its Authorized Users caused by the failure of the Application Services or any error or data produced or derived therefrom, for clarity, including without limitation any special, consequential or incidental damages, even if foreseeable and even if PeerIQ has actual knowledge of the damages (as further set forth in Section 4.8).
    • No Professional Advice. Customer acknowledges that the Services are designed to be offered only to sophisticated institutional investors who qualify to meet certain minimum customer criteria maintained by PeerIQ, and that the Services or the PeerIQ Data are not intended to be used by any other person.  PeerIQ is not engaged in rendering any investment, trading or other professional advice.  If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of PeerIQ is authorized to provide any such advice of any nature whatever, and any such advice, if given, is in violation of PeerIQ’s policies, is unauthorized and may not be relied upon by Customer or any other person.
    • No Guaranteed Results. The Services are not guaranteed to achieve any particular results.  The use of any data, analysis or strategy, including any system or strategy integrated within the Services, does not and cannot guarantee that Customer will make profits, increase profits or minimize losses.
    • Customer is Solely Responsibility for Input Correctness and Accuracy. The quality of the product’s analysis and optimization depends on the Authorized User’s inputs. While automated guidance and value generation has been made available in the product to ease and expedite entry of the parameters required for the product’s analysis and optimization, Customer and its Authorized Users are solely responsible for ensuring the quality of all its inputs. As such, Customer is solely responsible for carefully reviewing and updating all input parameters and modifying their values in all ways necessary to ensure their accuracy and fidelity. While there are other factors governing analysis and optimization accuracy, the quality of the product outputs depends on the accuracy of Customer inputs.
    • Specific Disclaimers. As the Services evolve, PeerIQ may provide Customer and Authorized Users explanations on how the Services work and certain specific disclaimers.  Any such specific disclaimers acknowledged by any Authorized User, including through a click-wrap made available within the Applications Services, are agreed to be incorporated by reference into this Agreement.  The following specific disclaimers appear within the Application Services:
      • No Guarantee. The analyses and/or recommendations above are not guarantees of investment performance or the attainment of any goal.  The results of these analyses and/or recommendations are based on assumptions for, among other things, historical investment performance, average inflation rates and estimated tax rates.  In addition, investment expenses have not been considered in any of the calculations.  Results of the Services are based on many assumptions and proprietary methodologies, and Customer is advised to contact a PeerIQ representative to best understand the output of the Services and the dependencies underlying any output.
      • Investment Disclosures. The projected risk and analysis data are hypothetical in nature and do not reflect actual performance in the future.  Past results and current estimates are in no way guarantees of future results.
      • Data Integrity. The results of these analyses and/or recommendations are based, in large part, by the data that you have entered into the PeerIQ platform.  Any underestimations or overestimations of data entered by you could drastically change the analyses and/or recommendations.  It is important to validate your data inputs, as well as to thoroughly understand the underlying assumptions and methodologies referred to in (a) above.
      • IRS Circular 230 Notice. Any tax information provided herein is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be imposed on any taxpayer. The Services do not provide any tax advice of any kind to Customer or any other person, and must not be relied upon for tax advice of any kind.
      • Limits of Financial Modeling. Our assessment of investment risk and cash flows are based on a limited subset of data relating to historical returns and volatility for each asset class.  Asset classes can have varying returns and volatility, making it impossible to predict future performance.  Therefore, all projections are hypothetical and do not constitute a guarantee of future results.
    • Disclaimer of Indirect Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF MARKET CAPITALIZATION, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL PEERIQ BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.
    • Limitations on Liability. PEERIQ’S MAXIMUM AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY PEERIQ’S UNDER SUCH ORDER FORM DURING THE SIX (6) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE.
  5. Beta Feature Disclaimers

Any input, feature of function marked or otherwise indicated as “Beta” or with a similar designation invokes a Beta version of the Applications Services.  The Beta version is intended for the sole purpose of obtaining product feedback from the product’s future customers, and PeerIQ’s partners.  Accordingly, these additional terms and disclaimers apply to any Beta Services:

  • Beta-Quality Testing. The basic functionality of the Beta version has been tested by PeerIQ’s internal users but it has not yet undergone production quality testing. As such, reports of software malfunctions and bugs are fully anticipated and are solicited by PeerIQ, and Customer should anticipate the volume of malfunctions and bugs to be significantly greater than production-quality products and services of this sort.
  • Beta-Quality Performance. The performance of the optimization algorithms has not been performance-enhanced. Specifically, the current Beta version run times may exceed product release performance parameters for optimization runs.
  1. Indemnity
    • PeerIQ Indemnity. PeerIQ will indemnify, defend and hold Customer, its directors, officers, employees and representatives (each a “Customer Indemnified Party”), harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, (collectively “Losses”) arising out of any third party claim alleging that the Services infringe, misappropriate or violate any third party intellectual property rights (for clarity, subject to the liability limitation in Section 4.9).
    • Exclusions. Section 6.1 will not apply if the alleged claim arises, in whole or in part, from (a) a use or modification of the Services by any Customer or any Authorized User in a manner outside the scope of any right granted or in breach of this Agreement; (b) a combination, operation or use of the Services with other software, hardware or technology not provided by PeerIQ if the claim would not have arisen by the exclusive use of the Application Services alone; or (c) the Customer Data (any of the foregoing circumstances under clauses (a), (b), or (c) will be collectively referred to as a “Customer Indemnity Responsibility”).
    • Customer Indemnity. Customer will indemnify, defend and hold harmless PeerIQ, its directors, officers, employees and representatives (each a “PeerIQ Indemnified Party”), from and against any and all Losses arising out of any third party claim arising out of any Customer Indemnity Responsibility.
    • Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party without consent.
    • Infringement. If any Service is, or in PeerIQ’s opinion, is likely to become the subject of any infringement-related claim, then PeerIQ will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Order Forms  pursuant to which the Service is provided and give Customer a refund for any prepaid, but unused fees, calculated on a pro rata basis in the event of any partial Services provided and for any partial time for which the Services were accessible.
    • THE PROVISIONS OF THIS SECTION 6 STATE PEERIQ’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE SERVICES OR THE TECHNOLOGY UNDERLYING ANY OF THE SERVICES, INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
  2. Confidential Information
    • Confidentiality. Each party will maintain in confidence all Confidential Information disclosed by the other party hereto.  As used herein “Confidential Information” will mean all tangible information which is marked as “confidential” or “proprietary” and all information which is disclosed and should reasonably be considered confidential.  Notwithstanding the foregoing, (a) the PeerIQ Confidential Information will include the Application Services, the PeerIQ Data and the algorithms, know-how and technology underlying the Application Services and (b) Customer Confidential Information will include the Customer Data.  PeerIQ may disclose Customer Confidential Information to employees, contractors and trainees who have agreed in writing to hold such Customer Confidential Information in confidence and not to use such information for any purposes other than those authorized by this Agreement.  Customer may disclose PeerIQ Confidential Information to employees and contractors who are not PeerIQ competitors who have agreed in writing to hold such PeerIQ Confidential Information in confidence (under terms which are no less stringent than Customer’s obligations to PeerIQ) and not to use such information for any purpose other than those authorized by this Agreement.  Each party will use at least the same standard of care as it uses to protect its own most confidential information to ensure that such employees or contractors do not disclose or make any unauthorized use of such Confidential Information.
    • Exceptions. The obligations of confidentiality contained in Paragraph 7.1 (“Confidentiality”) will not apply to the extent that it can be established by the receiving party (“Recipient”) by competent proof that such Confidential Information: (a) was already known to Recipient, other than under an obligation of confidentiality, at the time of disclosure by the other party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure; (c) became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of Recipient in breach of this Agreement; (d) was disclosed to Recipient, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (e) was independently developed by Recipient without use of the disclosing party’s Confidential Information.
    • Existing NDA. To the extent the parties are party to a separate existing confidentiality agreement or non-disclosure agreement (an “NDA”) that is valid and existing during the term of this Agreement, such NDA shall supersede Sections 7.1 and 7.2.  For clarity, the terms and conditions set forth on any Order Form, including without limitation description of Services and Fees, shall constitute “Confidential Information” under any applicable confidentiality provisions between the parties.
  3. Payment Terms
    • Payment Terms. In consideration for the access rights granted to Customer and the Services provided under this Agreement, Customer will pay to PeerIQ the Fees.  Except as otherwise provided in the Order Form, all Fees are billed in advance on an annual basis and are due and payable to PeerIQ within thirty (30) days of receipt of invoice.  Overdue payments will accrue interest at the lesser of 1.5% per month or the maximum allowable interest under applicable law, and Customer will pay PeerIQ’s associated cost of collection including without limitation reasonable attorneys’ fees.  Fees may be charged for access to only portions of the Application Services or other Services, or for the Services as a whole, and PeerIQ reserves the right to add new features or other enhancements which may not be accessed without Customer’s agreement to modified Fees. Fees shall  increase by 5% during the automatic renewal of an Order Form.
    • Taxes. Prices do not include taxes or duties.  If PeerIQ is required to pay or collect any local, value added, goods and services taxes, or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on PeerIQ’s income), then such taxes and/or duties will be billed to and paid by Customer.
  4. Miscellaneous
    • Reference. Customer hereby grants PeerIQ permission to identify Customer by name as a Customer of PeerIQ on the PeerIQ Website and in any publicly filed document, press release and/or any other marketing materials.  Customer may opt out of this permission for future disclosures by providing written notice to PeerIQ at its registered business address, Attn:  General Counsel.
    • Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, and any assignment or transfer in derogation of the foregoing will be null and void; provided, however, that PeerIQ will have the right to assign its rights to receivables hereunder to a bank or other financial institution and that either party will have the right to assign the Agreement, without the prior written consent of the other party, to a successor entity in the event of merger, corporate reorganization or a sale of all or substantially all of its assets or other similar change of control event.  The terms of this Agreement will be binding upon, and the benefits shall inure to, such assignees.
    • Force Majeure. Neither party will be liable to the other under this Agreement for any delay or lack of performance (other than nonpayment) resulting from a Force Majeure event.  “Force Majeure” event means any act of God, war, fire, typhoon, flood, earthquake, natural disasters, governmental action, labor disruptions, materials shortages, or any other event beyond the reasonable control of the prevented party.
    • Notices. All notices and other communications provided for hereunder will be in writing and will be required to be delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested.   Notices will be sent to the parties using the notice information provided in the applicable Order Form or to such other address as that party may specify in writing pursuant to this Section.
    • Governing Law. All matters arising in connection with this Agreement or the enforcement or construction thereof will be governed by and resolved in accordance with the laws of the State of New York without reference to any conflicts of laws principles.  For any claim arising from or related to this Agreement, each party hereby expressly consents to exclusive jurisdiction and venue of the state or federal courts located in the County of New York.  EACH PARTY HERETO HEREBY WAIVES RIGHT TO JURY TRIAL.
    • Independent Contractors. The parties hereto are independent contractors and this Agreement will not be construed as creating any joint venture, partnership or other like relationship.
    • Waiver. No provision of this Agreement, unless such provision otherwise provides, will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.
    • Severability. If any provision of this Agreement is unenforceable or illegal, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
    • Entire Agreement. This Agreement, together with the applicable Order Form(s), constitute the entire agreement between the parties and (except as may explicitly be stated herein) supersede all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof.  In the event of any conflict between this Agreement and any Order Form, the terms of such Order Form will control.  No modification, variation or amendment of this Agreement will be effective unless made in writing and signed by the parties.  Purchase orders provided by Customer will be for administrative purposes only and will have no force or effect.