Last Updated: 8/1/2024 | Archived Versions

End User License Agreement

This End-User License Agreement (this "Agreement") is between Lead Intelligence, Inc dba Verisk Marketing Solutions ("VMS") and you or the entity that you represent ("User"). By accessing and/or using LeadiD Create, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify, including on behalf of your organization, that you have read, understand, and agree to be bound by this Agreement.

1. DESCRIPTION

VMS provides "LeadiD Create", a VMS product that can be installed on User Platforms to enable the User to request VMS to issue a LeadiD, which is a unique identifier for each lead captured by the LeadiD Create script on User Platforms. User may share LeadiDs with third parties. LeadiD Create enables VMS to collect Event Data about each Consumer’s interactions with User Platforms, such as their consent to be contacted for marketing purposes, time spent on the User Platforms, and their browsing path through the User Platforms. The Event Data and LeadiD may be used by Users and third parties to assist in compliance with laws and regulations. Event Data may also be utilized by VMS as part of its products.

2. DEFINITIONS

"Affiliate" means a legal entity that controls, is controlled by, or is under common control with another entity, where "control" means the power to direct the management or affairs of an entity or the beneficial ownership of 50% or more of the voting interests of an entity.

"Consumer" means a natural person who is the subject of Event Data.

"Data Protection Laws" means all applicable laws, statutes, rules, regulations, and governmental requirements in the United States relating to the Processing of Personal Data in effect at the time of the Processing.

"Event Data" means the information, including Personal Data, captured by LeadiD Create.

"LeadiD" means a unique identifier that is generated by LeadiD Create when a webpage is interacted with that contains LeadiD Create. Each LeadiD is associated with a particular lead event.

"LeadiD Create" means the set of VMS website tools and scripts that can be installed on User Platforms.

"Personal Data" means any data or information that is linked or reasonably linkable to an identified or identifiable natural person. Personal Data includes data defined in a substantially similar way by applicable Data Protection Laws.

"Process" or "Processing" means any operations performed on information, such as collection, use, storage, dissemination, protection, disclosure, analysis, deletion, or modification of such information.

"User Platforms" means websites or platforms controlled or owned by User.

"Restricted Data" means any data that includes:

Social Security number, passport number, driver’s license or state/federal identification number or similar identifiers;
Credit card, financial account, or debit card number;
Employment, financial, biometric, genetic, health, health-related, or health insurance information;
Personal Data relating to an individual under 18 years of age;
Personal Data relating to any individual that has validly withdrawn consent or exercised a right to opt-out under Data Protection Laws;
Personal Data that is considered "sensitive" (or equivalent) under Data Protection Laws;
any data subject to the EU’s General Data Protection Regulation and its UK equivalent (collectively, GDPR);
any other information which may be subject to additional protections under applicable laws or regulations, including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), FCRA (as defined below), the Health Insurance Portability and Accountability Act (HIPAA), or the Children’s Online Privacy Protection Act (COPPA); or
any other data which could be considered to be sensitive or which could give rise to notification obligations under any data breach notification laws.

"VMS Products" means LeadiD Create and the VMS web portal made available by VMS to User in connection therewith and any other products, services or data provided by VMS to User other than pursuant to an Order Form executed by the parties.

3. LICENSE TO EVENT DATA; COMPLIANCE

A) Rights to Event Data

As between the parties, User retains ownership of the Event Data. User hereby grants to VMS and VMS’s Affiliates a non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, worldwide, irrevocable, perpetual right and license to use the Event Data for VMS’s and its Affiliates’ business purposes and in accordance with Data Protection Laws.

B) Compliance with Laws

User shall comply with all Data Protection Laws, including in connection with User’s Processing of Event Data on User Platforms via LeadiD Create. User shall provide all required notices and obtain all necessary consents before such Processing. Before any collection, use, sharing, or other Processing of Personal Data, User shall publish and comply with a privacy policy that complies with all applicable Data Protection Laws. Such privacy policy must be made conspicuously accessible to Consumers and notify User’s Consumers of its practices regarding the Processing of Personal Data, including the provision by User of Personal Data to VMS and its Affiliates. User is solely responsible for ensuring Consumers effectively and adequately consent to the use of all tracking, data capture and monitoring technology, and the storing and accessing of cookies or other information on the Consumers’ devices. User is solely responsible for ensuring compliance with all laws, regulations, and orders, including Data Protection Laws, in all jurisdictions that may apply to Event Data. User agrees, represents, and warrants that it has control over access to Event Data. Specifically, User has sole discretion to:

adecide if and where to place LeadiD Create on User Platforms to capture Event Data;
decide not to implement specific HTML tags within User’s implementation (for example, TCPA disclosure tags); and
decide to share a LeadiD with other parties. If User does not want a party to be able to perform a query on LeadiDs that User has created, User must choose not to share LeadiDs with that party.

C) Responsibility for Processing Event Data

VMS TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR PROCESSING ANY EVENT DATA OR THE WAY USER OR USER’S CUSTOMERS CHOOSE TO PROCESS ANY SUCH EVENT DATA. USER IS SOLELY RESPONSIBLE FOR EVENT DATA AND THE CONSEQUENCES OF COLLECTING, USING, PROVIDING, PROCESSING, OR OTHERWISE MAKING IT AVAILABLE TO VMS OR ITS AFFILIATES.

4. TECHNOLOGY LICENSE; RESTRICTIONS

A) LeadiD Create License

VMS grants to User a non-sublicensable, non-transferable, non-exclusive, limited license to use LeadiD Create (in object code form) solely in accordance with the terms and conditions of this Agreement. All rights in LeadiD Create and related documentation not expressly granted herein are expressly reserved by VMS. User may access and use the VMS Products solely for its internal business purposes, and only in accordance with this Agreement and any technical documentation provided by VMS for such VMS Products.

B) Restrictions and Acceptable Use

Except as expressly provided in this Agreement or required by law, User shall not, and shall not assist or permit any third party to do, any of the following:

use the VMS Products to collect any information of any individual located outside of the United States of America;
decompile, decode, disassemble, reverse engineer, attempt to discover any source code or underlying ideas, functionality, or algorithms of any part of the VMS Products;
use any automated means to access, collect, copy, or record VMS’s websites or platforms;
distribute, reproduce, modify, create derivative works of, or provide third parties access to any part of the VMS Products;
use the VMS Products to access any data or information (including Personal Data) other than as expressly permitted by VMS in writing;
use the VMS Products in any manner that adversely impacts VMS;
use the VMS Products in any way that (1) violates or promotes, aids, or abets the violation of any applicable law, regulation, contractual obligation or right of any person, (2) is deceptive or defamatory, (3) promotes or encourages hatred, violence, or harm against any individual or group, or (4) otherwise may be harmful or objectionable (as determined by VMS in its sole discretion);
use the VMS Products in competition with us, to develop competing products or services, for benchmarking or competitive analysis of VMS Products, or otherwise to VMS’s detriment;
attempt to interfere with, probe, breach, or compromise the system integrity or security of VMS’s properties or systems, or intercept any transmissions to or from, the servers running VMS Products;
transmit viruses, worms, or other software agents through the VMS Products;
impersonate another person or misrepresent User’s affiliation with a person or entity, hide or attempt to hide User’s identity, or otherwise use VMS Products for any invasive or fraudulent purpose;
use VMS Products to send altered, deceptive, or false source-identifying information, including "spoofing" or "phishing";
remove or alter any copyright notice, any other notice, any information, or any restriction that appears in connection with the VMS Products;
identify or refer to VMS or the VMS Products in a manner that could reasonably imply an endorsement, affiliation with, or sponsorship between User or a third party and VMS, without VMS’s prior express written consent; or
otherwise use the VMS Products in violation of the Acceptable Use Policy available at https://marketing.verisk.com/acceptable-use-policy/ as may be updated from time to time (the "AUP"), which is incorporated herein by reference.

If VMS suspects that any of the foregoing restrictions have been violated, or if User’s use of the VMS Products puts VMS’s systems at risk, VMS may suspend User’s access to the affected VMS Products without prior notice until VMS believes the issue has been corrected. Suspension of access shall be in addition to, and not instead of, any other remedy available to VMS.

5. OWNERSHIP

A) Ownership

No intellectual property rights are assigned to User. User is granted only a limited right to access and use VMS Products as set forth in this Agreement. VMS and its suppliers retain all rights in a) the VMS Products and any related and underlying technology, documentation, and other information, b) any and all intellectual property it develops and any derivatives thereof, and c) all improvements or modifications to the foregoing a) and b).

B) Feedback

In the event User or any of its users provides VMS with any feedback with respect to any aspect of VMS’s products or services ("Feedback"), User hereby assigns and shall cause all of its users to assign to VMS all right, title and interest in and to such Feedback, including all intellectual property rights therein and derived therefrom, and acknowledges that VMS shall own such Feedback.

6. VMS OBLIGATIONS

VMS does not intend to use Event Data to directly compete with User in the business of consumer-facing, online, real-time lead generation. In the event of any change in this respect, VMS will notify User in writing via email, and User, as its sole and exclusive remedy, may terminate this Agreement upon written notice to VMS in accordance with this Agreement.

7. TERM

This Agreement remains in effect until terminated.

8. TERMINATION

A) General

This Agreement may be terminated by either party at any time for any or no reason upon no less than 30 days’ prior written notice to the other party.

B) For Cause

This Agreement may be terminated by a party upon written notice if the other party: (i) is in material breach of this Agreement, which continues for a period of thirty (30) days following receipt of written notification from the non-breaching party and has not been effectively cured within such period, provided, however, that VMS may terminate this Agreement immediately, without notice or any time to cure, if VMS determines in its sole discretion that User is Processing Personal or Event Data in violation of this Agreement, the AUP or applicable laws and regulations; (ii) participates in fraud or willful misconduct; (iii) has a receiver appointed for itself or its property; (iv) makes a general assignment for the benefit of its creditors; (v) commences proceedings under any bankruptcy or insolvency relief law, and the proceedings are not dismissed within sixty (60) days; or (vi) becomes insolvent or is ceasing business operations.

C) Upon Termination

Upon expiration or termination of this Agreement, the licenses granted to User hereunder will also terminate and, without limiting User’s confidentiality obligations, User shall cease using and delete all copies of LeadiD Create, remove LeadiD Create from User Platforms, and, upon request, certify in writing to the VMS that such script has been deleted and removed. All terms of this Agreement that by their nature reasonably should survive termination or expiration of this Agreement shall so survive.

9. WEBSITE PERFORMANCE

VMS makes no representations or warranties, express or implied, regarding User Platforms’ performance.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

A) Representations and Warranties

User represents and warrants that User has validly entered into this Agreement and has the legal power to do so. User represents and warrants that User is responsible for the conduct of User’s users and their compliance with the terms of this Agreement. User warrants that User is and will be compliant with all applicable laws.

User represents and warrants that:

User has, and will comply with, a privacy policy that complies with Section 3 of this Agreement;
User has provided sufficient and effective notice, and has acquired and will acquire the prior written consent of every Consumer in the Event Data, as required by Data Protection Laws, for the Processing of such Event Data in the manner contemplated by LeadiD Create and this Agreement, and each Consumer has released User and its providers from any liability that may arise in relation to such use;
Event Data and VMS’s use thereof as contemplated by LeadiD Create and this Agreement does not and will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights; and
Event Data does not include any data or information that a governmental body deems to be sensitive or classified information, and by providing or making available Event Data to or through VMS Products, User is not violating the confidentiality or other rights of any third party.

B) Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, VMS PRODUCTS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND VMS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VMS MAKES NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF VMS PRODUCTS, THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, THAT VMS PRODUCTS ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, THAT VMS PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT VMS PRODUCTS WILL MEET USER’S REQUIREMENTS. VMS EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH VMS PRODUCTS.

11. INDEMNIFICATION

User shall indemnify VMS and VMS’s Affiliates, licensors, and suppliers, and its and their respective employees, contractors, agents, officers and directors, from and against any and all claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses arising from:

User’s and any of its users’ use of and access to VMS Products, whether or not such use or access was in breach of this Agreement;
any Processing of Event Data transmitted to or received by or on behalf of User in connection with User’s use of VMS Products;
User’s violation of any term of this Agreement, including, without limitation, any breach of User’s representations and warranties;
User’s or any of its users’ violation of any third-party right, including, without limitation, any right of privacy or intellectual property rights;
User’s or any of its users’ violation of any applicable law, rule or regulation;
Event Data or any content that is submitted to VMS by User or via its account, and any use of such Event Data by VMS;
User or any of its users’ gross negligence, fraud, or willful misconduct;
the unauthorized access to or use of any VMS Products; or
any violation of Data Protection Laws (including any failure to obtain consent before data collection, use, or sharing) or any data security event involving the unauthorized access to Event Data.

12. LIMITATION OF LIABILITY

IN NO EVENT WILL VMS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $1,000.

IN NO EVENT WILL VMS HAVE ANY LIABILITY TO USER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. CONFIDENTIALITY

A) Definition

"Confidential Information" means information disclosed by one party to the other that is marked as confidential or proprietary or that a reasonable person would understand to be confidential given the circumstances surrounding the disclosure. The following are deemed to be Confidential Information: a) Licensee Data except as provided elsewhere in this agreement; b) VMS Data except as provided elsewhere in this agreement; c) any performance information relating to the VMS Products; d) the terms and conditions of this agreement, including the fees and pricing information; and e) all non-public information relating to the VMS Products. Confidential Information does not include information, as shown by written records, that a) the recipient already lawfully knew free from confidentiality obligations prior to disclosure by the other party hereto, b) becomes public through no fault of the recipient, c) was independently developed by the recipient without any reference to or use of the other party’s Confidential Information, or d) was rightfully obtained by the recipient free from confidentiality obligations from a third party.

B) Obligations

The recipient shall disclose Confidential Information only to those individuals who need access to the Confidential Information and have agreed in writing to keep it confidential ("Representatives"). Only those Representatives may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this agreement, while using at least a reasonable degree of care to protect it. If any one or more Representatives of the recipient disclose or use Confidential Information other than as authorized in this agreement, the recipient will be liable to the discloser for that disclosure or use to the same extent that it would have been had the recipient disclosed or used that Confidential Information. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. The recipient shall protect Confidential Information with at least a reasonable degree of care. Upon the discloser’s request, the recipient shall promptly return or destroy any Confidential Information in its possession. The recipient shall promptly notify the discloser, in writing, of any unauthorized disclosure of the Confidential Information, and shall assist the discloser in obtaining the return or destruction of such Confidential Information. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

14. DATA PROCESSING; SECURITY

A) Privacy Compliance

User shall comply at all times with Data Protection Laws.

B) VMS Personal Data Processing

User understands and acknowledges that to the extent VMS Processes any Personal Data, VMS shall do so in accordance with its privacy notice, which is available at https://marketing.verisk.com/privacy-center/, as may be updated from time to time; provided, however, that to the extent Event Data includes any information that is defined as "personal data," "personal information," "personal identifiable information," or similarly defined data or information under Data Protection Laws, VMS will Process such information a) as a data "controller" or "third party" (each term, as applicable), and b) in accordance with the VMS User Data Protection Addendum, available https://marketing.verisk.com/data-protection-addendum-to-the-eula/, as may be amended from time to time, which is hereby incorporated by reference.

C) Restricted Data

Unless otherwise agreed to in writing, User shall not submit any Restricted Data to VMS. For clarity, any breach of this Section 14(c) shall be deemed a material breach of this Agreement.

15. AUDIT

User will make commercially reasonable efforts to maintain complete and accurate records of each version of its privacy policies and disclosures, Consumers’ consents to the same, and User’s use of VMS Products, in each case sufficient to verify User’s compliance with this Agreement. During the term of this Agreement, and for three (3) years after the termination or expiration of this Agreement, User will permit VMS and its auditors, upon reasonable advance notice, to examine such records and any systems used by User in connection with VMS Products. The scope of any such audit will be limited solely to verification of User’s compliance with the terms of this Agreement. Without limitation, failure of User to allow an audit as permitted herein or to reasonably cooperate in any aspect thereof shall be deemed a material breach of this Agreement.

MISCELLANEOUS

A) Publicity

Except as otherwise agreed in writing (email to suffice), neither party may use the other party’s name, logos, or marks without such party’s written pre-approval in each case; provided that VMS may use User’s name and logo on VMS’s website and in VMS promotional materials to identify User as a VMS customer.

B) Force Majeure

Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such party, which may include, without limitation, denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

C) Relationship of the Parties

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

D) No Third-Party Beneficiariese

There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.

E) Notification

Except as otherwise set forth herein, all notices under this Agreement will be by email, although VMS may instead choose to provide notice to User through VMS Products. Notices to VMS must be sent to vmslegal@verisk.com. Notices will be deemed to have been duly given a) the business day after it is sent, in the case of notices through email or b) the same day, in the case of notices through VMS Products.

F) Modifications

VMS may change this Agreement and the other components of this Agreement in accordance with this section. If VMS makes a material change to this Agreement, VMS will provide User with reasonable notice prior to the change taking effect, either by emailing the email address associated with User’s account or by messaging User through VMS Products. User can review the most current version of this Agreement at any time by visiting https://marketing.verisk.com/end-user-license-agreement and by visiting the most current versions of the other pages that are referenced in this Agreement. Any materially revised Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. Continued access to or use of VMS Products after the effective date will constitute User’s acceptance of any revised terms and conditions.

G) Waivers

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. No such waiver shall constitute a waiver of any other provision.

H) Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the parties intend that such provision will be modified and interpreted by the court so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and that the remaining provisions of this Agreement will remain in effect.

I) Assignment

User may not assign or delegate any of User’s rights or obligations hereunder, whether by operation of law or otherwise, without VMS’s prior written consent. Any attempted assignment or an assignment by Licensee in contravention of this section without VMS’s prior written approval is invalid and void. VMS may assign all or part of its rights or delegate all or part of its duties under this Agreement to any third party in VMS’s sole discretion.

J) Governing Law

This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

K) Venue and Fees

The state and federal courts located in New York, New York, will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation, or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

L) Arbitration

This section requires the parties to arbitrate their disputes and limits the manner in which User may seek relief from VMS. For any dispute with VMS, User agrees first to contact VMS at vmslegal@verisk.com and attempt to resolve the dispute informally. If VMS has not been able to resolve a dispute within 60 days of User’s first contact, User agrees to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach hereof, by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in New York City, New York unless VMS agrees otherwise. If User is using VMS Products for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If User is an individual using VMS Products for non-commercial purposes:

JAMS may require User to pay a fee for the initiation of User’s case, unless User applies for and successfully obtains a fee waiver from JAMS;
the award rendered by the arbitrator may include User’s costs of arbitration, User’s reasonable attorney’s fees, and User’s reasonable costs for expert and other witnesses; and
User may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve User of User’s commitment to engage in the informal dispute resolution process.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing VMS from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of VMS’s data security, intellectual property rights, or other proprietary rights.

M) Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS VMS AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. USER AND VMS AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. USER AND VMS AGREE THAT, BY ENTERING INTO THIS AGREEMENT, USER AND VMS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

N) Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to VMS Products provided under this Agreement and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in User’s purchase order, vendor onboarding process or web portal, or any other of User’s order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.