Terms of Service

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• "Beta Services" means ColdCheck services that are not generally available to customers or that otherwise are provided to Customer on a trial basis.
• "Customer Data" means electronic data and information submitted, transferred, or uploaded by or for the Customer to the Subscription Services or collected from third parties by Customer through access or usage of the Subscription Services, and processed by ColdCheck on Customer's behalf (including information the Subscription Services may obtain from Third Party Applications).
• "Documentation" means the applicable ColdCheck materials including user guides and other information relating to the Services, as may be updated from time to time.
• "Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
• "Order Form" means an ordering document or online order specifying the Subscription Services and/or Professional Services to be provided to and/or entered into by the Customer or its Affiliate and ColdCheck, including any addenda and supplements thereto, including SOWs.
• "Professional Services" means onboarding, implementation, training, configuration, consulting, or other professional services ordered by Customer and to the extent described in a SOW or Order Form.
• "Services" means the Subscription Services and Professional Services.
• "SOW" means the statement of work further describing the Professional Services to be provided to Customer.
• "Subscription Services" means the ColdCheck web services that are ordered by Customer and made available online by ColdCheck as specified in an applicable Order Form. Subscription Services include any Updates made available during the subscription term.
• "Third Party Applications" means products, services, or information that interoperate with the Services and are provided by third parties and not by ColdCheck.
• "Updates" means modifications, updates, and changes which may be made by ColdCheck to the Subscription Service which ColdCheck makes generally available to its customers at no additional fee.
• "User" means an individual who is authorized by Customer to use a Service on Customer's or Customer Affiliate's behalf to whom Customer (or ColdCheck at Customer's request) have supplied a user identification and password.

2. ColdCheck Responsibilities

2.1. Provision of Subscription Services

Subject to the terms and conditions of this Agreement and the applicable Order Form, ColdCheck will (a) make the Subscription Services available to Customer in accordance with the Documentation, (b) provide ColdCheck's standard support, as set forth in the Documentation, and (c) use commercially reasonable efforts to make the Subscription Services available 24 hours a day, 7 days a week, except for (i) any planned downtimes, or (ii) any unavailability caused by circumstances beyond ColdCheck's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving ColdCheck employees), failure or delay of providers of Internet service or Third Party Applications, or denial of service attack.

2.2. Protection of Customer Data

ColdCheck will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data processed or stored on ColdCheck systems. These safeguards will include, but are not limited to, measures such as encryption of Customer Data in transit (via SSL/TLS) and at rest, access controls and role-based permissions to prevent unauthorized access, logging and monitoring of system activity to detect and mitigate threats, secure hosting through Google Cloud infrastructure (including Cloud Run, Cloud SQL, Pub/Sub, background jobs, caching, and storage) and Supabase (database hosting, realtime subscriptions, and vector storage), incident response procedures aligned with industry standards for detection, notification, and remediation of security events, and employee and contractor training on confidentiality and data protection obligations.

ColdCheck personnel may access Customer Data only (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure), (c) as provided in Section 6.4, or (d) as Customer expressly permits in writing.

A summary of these safeguards is currently available at Security Measures. In addition, the Data Processing Addendum, where applicable, is hereby incorporated into and subject to the terms of this Agreement by reference.

2.3. ColdCheck Personnel

ColdCheck will be responsible for the performance of ColdCheck's personnel (including ColdCheck employees and contractors) and their compliance with ColdCheck's obligations under this Agreement.

2.4. Beta Services

From time to time, ColdCheck may invite Customer to try or otherwise make Beta Services available to Customer at no charge. Customer may accept or decline any such Beta Services in Customer's sole discretion. "Beta Services" will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or by a description of similar import. Beta Services are for evaluation purposes only and unless otherwise approved in writing by ColdCheck are not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered "Services" under this Agreement, provided however, all restrictions in this Agreement shall apply equally to Customer's use of Beta Services. ColdCheck may discontinue Beta Services at any time in ColdCheck's sole discretion and may or may not make them generally available. Beta Services are provided "as-is", without warranties of any kind. ColdCheck will have no liability for any harm or damage arising out of or in connection with a Beta Service.

2.5. Professional Services

Professional Services, if applicable, shall be set forth in an Order Form, with a SOW attached. ColdCheck agrees to perform the Professional Services in a timely and professional manner consistent with industry standards for like services and in accordance with the specifications of the applicable SOW. In the event of ColdCheck's failure to comply with the obligations in this section, as Customer's sole and exclusive remedy, ColdCheck shall correct or re-perform the noncomplying Professional Service. Each SOW shall be deemed to be part of the Agreement upon full execution of the same.

3. Use of Subscription Services

3.1. Subscriptions

Unless otherwise provided in the applicable Order Form, (a) Subscription Services are purchased as subscriptions, (b) additional Subscription Services may be added during a subscription term as agreed between the parties and (c) any added Subscription Services will terminate on the same date as the underlying Subscription Services.

3.2. Usage Limits

Subscription Services are subject to usage limits, including, for example, the units and quantities specified in Order Forms and technical and functional requirements set forth within the Documentation. Where the applicable unit is based on Users, (a) a quantity in an Order Form refers to Users, and the Subscription Services may not be accessed by more than that number of Users, (b) a User's password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Subscription Services.

3.3. Customer Responsibilities

Customer will (a) be responsible for Users' compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquires Customer Data and provides it to ColdCheck, (c) be responsible for ensuring that Customer has all rights and consents necessary to collect and use Customer Data and to grant ColdCheck the rights and licenses to Customer Data provided to ColdCheck pursuant to this Agreement, including ensuring that data subjects/consumers have received all legally required notices, if applicable, (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify ColdCheck promptly of any such unauthorized access or use, (e) be responsible for appropriately configuring the Services to meet Customer's needs, (f) use the Services only in accordance with applicable laws and government regulations, (g) comply with terms of service of Third Party Applications with which Customer uses the Services, and (h) be responsible for ensuring that the designated system administrator(s) and billing contacts on behalf of Customer are and will remain current, complete, and accurate.

3.4. Usage Restrictions

Customer will not (a) make any Service available to, or use any Service for the benefit of, anyone other than Customer or Users, (b) sell, resell, license, sublicense, distribute, rent, or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) provide access to the Services to a ColdCheck direct competitor, (d) use a Service to store, transmit, solicit, or collect data that infringes the intellectual property or proprietary rights of a third party, violates a third-party's privacy rights, or that is illegal, tortious, fraudulent, discriminatory, harmful, or offensive, (e) use the Services to illegally record, intercept, or monitor communications, (f) use a Service to store or transmit Malicious Code, (g) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (h) attempt to gain unauthorized access to or perform security testing on any Service or its related systems or networks, (i) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (j) copy a Service or any part, feature, function, or user interface thereof, (k) frame or mirror any part of any Service, other than framing on Customer intranets or otherwise for Customer's own internal business purposes, (l) access any Service or monitor the Services availability, performance or functionality in order to build a competitive product or service, or for any other benchmarking or competitive purposes, or (m) create derivative works of or reverse engineer any Service (to the extent such restriction is permitted by law).

3.5. Suspension

ColdCheck retains the right to suspend the Services, Customer accounts, and User accounts in the event of any security threat or Customer's breach or threatened breach of any of the restrictions in Section 3. ColdCheck will terminate any such suspension as soon as ColdCheck determines that the risk underlying the suspension has been mitigated to ColdCheck's satisfaction.

3.6. Use of the Services

Customer is responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer and Users' usernames, passwords, and accounts with ColdCheck, Customer accepts responsibility for the confidentiality and timely and proper termination of user records in Customer local (intranet) identity infrastructure or on Customer local computers.

3.7. Additional Limitations on Use

Customer acknowledges and agrees that use of the Services to transmit, store, collect, or otherwise process "Highly Sensitive Information" is unnecessary for use of the Services and Customer shall be solely responsible for any such use of the Services by Customer or Users, including ensuring that transmittal, processing, collection, or storage of such information is in compliance with applicable laws. "Highly Sensitive Information" is defined as (a) numbers used for identification, such as social security numbers, passport numbers, or driver's license numbers; (b) personal health or medical information; (c) banking or payment card information; (d) sensitive government or military information, including information subject to U.S. FedRAMP requirements; (e) information collected from or regarding minors or children; (f) criminal history; (g) other personal information which qualifies (pursuant to data privacy laws and regulations) as a special category of personal data, sensitive personal information, or similarly defined terms, such as a person's religious or philosophical beliefs, immigration or citizenship status, genetic or biometric data, and sexual life or sexual orientation; or (h) data which by law must be localized in a jurisdiction outside of the United States or requires additional requirements beyond those agreed upon herein to permit transfer to the United States.

3.8. Use by Customer Affiliates

Customer Affiliates may access and use the Services for their own internal use, to the extent that Customer has authorized its Affiliate to do so and Customer has purchased the appropriate level of access to the Services. All obligations of the Customer shall apply equally to each Customer Affiliate that uses the Services, provided that the Customer shall be responsible for ensuring the Customer Affiliate complies with this Agreement and all acts or omissions of Customer Affiliates.

4. Third Party Applications

Customer may choose to obtain Third Party Applications to use with features within the Services. To use such features, Customer may be required to obtain access to Third Party Applications from their providers. Any acquisition by Customer of Third Party Applications, any exchange of data between Customer and any provider of a Third Party Application, and any governing terms are solely between Customer and the applicable provider. No procurement of Third Party Applications is required to use the Services.

ColdCheck assumes no responsibility for, and specifically disclaims any liability, warranty, and obligation with respect to Third Party Applications, whether or not they are recommended or approved by ColdCheck, listed within the ColdCheck App directory, or otherwise noted.

If Customer elects to integrate Third Party Applications with the Services, Customer agrees that the Services may access its Third Party Applications account to enable interoperation between (including, if applicable, the exchange and transmission of data) the Services and the applicable Third Party Applications. Furthermore, Customer may be required to adhere to additional requirements as set forth in the Documentation to enable integrations with certain Third Party Applications. If the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Service features on reasonable terms, ColdCheck may cease providing those Service features without entitling Customer to any refund, credit, or other compensation.

5. Fees and Payment for Services

5.1. Fees

Customer will pay all fees specified in each Order Form and/or SOW, as applicable ("Fees"). Except as otherwise specified herein or in an Order Form and/or SOW, all Fees are payable in advance, non-cancelable and non-refundable, including where Customer's actual usage of the Services falls below the purchased amounts.

5.2. Invoicing and Payment

Customer will provide ColdCheck with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to ColdCheck. If Customer provides credit card information to ColdCheck, Customer authorizes ColdCheck to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term. Unless otherwise stated in the Order Form, Fees are due net 30 days from the invoice date.

5.3. Interest, Suspension of Service and Acceleration

If any Fees are 30 or more days overdue, ColdCheck may, without limiting ColdCheck's other rights and remedies (i) charge the Customer interest at the rate of the lesser of 1.5% per month, or the maximum rate permitted by law, (ii) accelerate Customer unpaid Fees so that all such obligations become immediately due and payable, and (iii) suspend the Services until such amounts are paid in full. ColdCheck will give Customer at least 10 business days' prior notice that Customer account is overdue, before suspending Services to Customer.

5.4. Payment Disputes

ColdCheck will not exercise its rights under Section 5.3 above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.5. Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer purchases hereunder.

5.6. Future Functionality

Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by ColdCheck regarding future functionality or features.

6. Proprietary Rights and Licenses

6.1. Reservation of Rights

Subject to and conditional on Customer's payment of applicable Fees as well as Customer's compliance with the terms of this Agreement and any applicable Order Form(s), ColdCheck grants Customer and Users a limited, non-exclusive, non-transferable right to access and use the Services set forth within such Order Form(s) and ColdCheck Documentation during the subscription term for Customer's reasonable internal business purposes. No rights are granted to Customer hereunder other than the right to receive and use the Services as expressly set forth herein.

6.2. License by Customer to Host Customer Data and Applications

Customer grants ColdCheck and its Affiliates a worldwide, limited-term right to host, copy, transmit, and display or otherwise use Customer Data (1) as necessary for ColdCheck to provide the Services, or otherwise exercise ColdCheck's rights or obligations pursuant to this Agreement; (2) as necessary to provide support, address service issues/requests, improve or enhance the Services as permitted under applicable law, or otherwise enhance Customer use of the Services; (3) as required by law, regulation, or in accordance with governmental request or legal process; (4) as requested by Customer; and (5) to investigate or address security or integrity issues related to the Services or suspected misuse of the Services by Customer.

6.3. License by Customer to Use Feedback

Customer grants to ColdCheck and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of the Services.

6.4. Use of Data

ColdCheck shall have the right to (and to retain third parties to) collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, provided that Customer Data that is also personal information will only be used in connection with the permitted purposes in Section 6.2, unless such personal information is aggregated or otherwise de-identified.

6.5. Supplemental Data

The Subscription Services include optional features permitting Customer to access and use certain business, contact, or other information sourced or generated from third-party data providers, publicly available sources, or proprietary features of the Subscription Services ("Supplemental Data"). Supplemental Data is not Customer Data and is provided "as is". Customer is solely responsible for ensuring that its receipt and use of Supplemental Data complies with all applicable laws and regulations.

6.6. Federal Government End Use Provisions

ColdCheck provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement.

7. Confidentiality

7.1. Definition of Confidential Information

"Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2. Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' directors, officers, employees, and contractors who need that access for purposes of performing under this Agreement and who have signed confidentiality agreements with the Receiving Party.

7.3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8. Representations, Warranties, Exclusive Remedies and Disclaimers

8.1. Representations

Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2. ColdCheck Warranties

ColdCheck warrants that the Subscription Services, when used by Customer as expressly permitted hereunder and in accordance with the Documentation, will operate in substantial conformity with the then current version of the Documentation provided by ColdCheck. Should Customer determine that the Subscription Services have not met the foregoing warranty, Customer shall give ColdCheck notice of the deficiency including details sufficient to allow ColdCheck to replicate the deficiency. For any breach of such warranty, as Customer sole remedy, ColdCheck will correct the nonconformity within a reasonable period of time.

8.3. Service Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOLE AND EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES ARE AS SET OUT IN THIS SECTION AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, COLDCHECK DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

8.4. Additional Disclaimers

COLDCHECK IS NOT RESPONSIBLE FOR DATA QUALITY ISSUES OR LOSS OF DATA AND CUSTOMER WILL MAINTAIN BACKUP COPIES OF CUSTOMER DATA ON CUSTOMER'S OWN SYSTEMS. FURTHER, COLDCHECK IS NOT RESPONSIBLE FOR ANY CLAIMS OR LIABILITY ARISING OUT OF CUSTOMER'S FAILURE TO OBTAIN CONSENT OR PROPERLY NOTIFY THIRD PARTIES OF THE DATA COLLECTION AND PROCESSING ACTIVITIES CONDUCTED THROUGH THE SUBSCRIPTION SERVICES.

9. Mutual Indemnification

9.1. Indemnification by ColdCheck

ColdCheck will defend Customer, Customer Affiliates, and their officers, directors, employees, agents, and contractors ("Customer Indemnified Parties") from and against any claims, demands, suits, or proceedings brought by a third party ("Claims") alleging that Customer's authorized use of Subscription Services or Professional Services infringes such third party's valid patent, copyright, or trademark.

9.2. Indemnification by Customer

Customer will defend ColdCheck and its Affiliates, and their officers, directors, employees, agents, and contractors ("ColdCheck Indemnified Parties"), from and against any Claims arising from or relating to Customer Data or misuse of the Services and will indemnify and hold ColdCheck Indemnified Party's harmless from and against any liability, damages, costs, and expenses (including but not limited to reasonable attorney fees) incurred in connection with such Claims.

9.3. Procedures

Each Party's indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable Claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the Claim; and (iii) the indemnified Party will cooperate fully to the extent necessary and as requested in the Claim investigation, defense, and trial.

10. Limitation of Liability

10.1. Limitation of Liability

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10.2. Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term and Termination

11.1. Term of Agreement

This Agreement commences on the Effective Date and continues until all Services hereunder have been completed and/or all subscriptions have expired, unless earlier terminated pursuant to Section 11.3.

11.2. Term of Subscription Services and Renewals

The term of each Subscription Service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter) ("Renewal Term"), unless either Party gives the other notice of non-renewal between 120 days and 60 days before the end of the relevant subscription term.

11.3. Termination

A Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such notification period, or (ii) 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.

11.4. Refund or Payment upon Termination

If this Agreement is terminated by Customer in accordance with Section 11.3(i), ColdCheck will refund Customer any prepaid Fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by ColdCheck in accordance with Section 11.3(i), Customer will pay any unpaid Fees covering the remainder of the term of all Order Forms.

11.5. Data Retention

Customer authorizes ColdCheck to retain Customer Data for 30 days after any termination or expiration of this Agreement. Notwithstanding the foregoing, following any such termination or expiration, ColdCheck has no obligation to maintain Customer Data. Upon request, ColdCheck will delete or destroy all copies of Customer Data in ColdCheck systems or otherwise in ColdCheck's possession or control, unless legally prohibited.

11.6. Surviving Provisions

The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," "Confidentiality," "Service Disclaimers," "Additional Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Notices, Governing Law and Jurisdiction," and "General Provisions," and Section 11.5 will survive any termination or expiration of this Agreement.

12. Notices, Governing Law and Jurisdiction

12.1. Notices

Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to ColdCheck should be addressed to ColdCheck, Inc., legal@coldcheck.ai.

12.2. Governing Law and Jurisdiction

Each Party agrees to the governing law of the Commonwealth of Virginia without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of federal and state courts sitting in Fairfax, Virginia.

13. General Provisions

13.1. Export Compliance

The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

13.2. Anti-Corruption

Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of ColdCheck employees or agents in connection with this Agreement.

13.3. Entire Agreement and Order of Precedence

This Agreement incorporates any exhibits, appendices and other documents referenced in it including, but not limited to if applicable, the Data Processing Addendum. This Agreement, together with each Order Form, is the entire agreement between the Parties regarding the use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

13.4. Assignment

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), following written notice to but without the other Party's consent (i) to its Affiliate, (ii) in connection with a merger, acquisition, corporate reorganization, or (iii) in connection with the sale of all or substantially all of its assets.

13.5. Marketing

Customer agrees (a) that ColdCheck may identify the Customer as a ColdCheck Customer or User across ColdCheck's marketing materials, promotional presentations, customer lists, website and other written and electronic materials (name and logo), and (b) upon reasonable request, to provide input towards and/or participate in ColdCheck's marketing and promotional activities.

13.6. Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

13.7. No Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

13.8. Waiver

No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

13.9. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void or, preferably, "blue-penciled" and scaled back until it is no longer contrary to law, and the remaining provisions of this Agreement will remain in effect.

13.10. Language Translations

This Agreement, appendices, schedules or referenced pages (including Documentation) are made in English. Although ColdCheck may, from time to time, and at its own discretion provide translation into other languages, these are provided for convenience and informational purposes only. In case of any inconsistency or discrepancy between original English texts and their translation into any language, the original versions in English shall prevail.