This End User License Agreement (“EULA”) is entered into by and between DebtBook and the customer (“Customer”), as of the
date of the signed Order Form, and governs Customer's access to and use of the Application Services. No click-through, browse
wrap, shrink wrap, or other online terms will be applicable to Customer's access to or use of the Application Services even if
express consent thereto is required at the time of each access or use. DebtBook has engaged Tyler Technologies, Inc. (“Tyler”)
as an authorized reseller of access to and use of the Application Services. By executing an Order Form with Tyler, and using any
of the Services, Customer agrees to be bound by this EULA. In consideration of the mutual covenants and conditions contained
in this EULA and intending to be legally bound, the Parties agree as follows:
1. Definitions.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by DebtBook
in an aggregate and anonymized manner, including statistical and performance information related to the Services.
“Application Obligations” means, collectively, each contractual or financial obligation or agreement managed by
Customer using the Products made available to Customer through the Application Services.
“Application Services” means the Products and other application-based services that DebtBook offers to Customer
through access to the DebtBook application. The specific Products offered to Customer as part of the Application Services are
limited to those Products expressly described in any Order Form then in effect.
“Appropriate Security Measures” means, collectively, commercially reasonable technical and physical controls and
safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by
employees or contractors employed by DebtBook.
“Authorized User” means any of Customer’s employees, consultants, contractors, or agents who are authorized by
Customer to access and use any of the Services.
“Customer” means the entity purchasing the Services as identified in the Order Form.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or
medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services.
“DebtBook” means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns.
“DebtBook IP” means (1) the Products, Services, Documentation, and Feedback, including all ideas, concepts,
discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of
authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not patentable
or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media, that are developed,
generated or produced by DebtBook arising from or related to the Product, Services, Documentation, or Feedback; and (2) any
intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data.
“Documentation” means DebtBook’s end user documentation and content, regardless of media, relating to the
Products or Services made available from time to time on DebtBook’s website at
https://support.debtbook.com.
“Feedback” means any comments, questions, suggestions, or similar feedback transmitted in any manner to DebtBook,
including suggestions relating to features, functionality, or changes to the DebtBook IP.
“Guided Implementation Services” means DebtBook’s standard Implementation Services option, including basic
implementation support, guidance, and training.
“Governing State” means, the state in which Customer is located.
“Government Entity” means any unit of state or local government, including states, counties, cities, towns, villages,
school districts, special purpose districts, and any other political or governmental subdivisions and municipal corporations, and
any agency, authority, board, or instrumentality of any of the foregoing.
“Implementation Services” means DebtBook’s Guided Implementation Services or its Premium Implementation
Services, in each case as requested by Customer in an Order Form, and as provided to Customer.
“Incorporated Documents” means, collectively, the Privacy Policy, and the Usage Policy, as each may be updated from
time to time in accordance with their terms, as well as the SLA attached hereto as Exhibit 1. The Privacy Policy and the Usage
Policy, as amended, are incorporated into this EULA by this reference and. Current versions of thereof are available at
https://www.debtbook.com/legal. The SLA Is also incorporated into this EULA by reference.
“Initial Term” means the Initial Term established in the Order Form.
“Onboarding Services” means onboarding services, support, and training as required to make the Application Services
available to Customer during the Initial Term.
“Order Form” means each order document duly authorized by Customer and Tyler and the terms of the Customer's
agreement with Tyler, for the purchase of any Products or Services in effect from time to time, as each such Order Form may be
amended, modified, or replaced in accordance with Customer's agreement with Tyler.
“Premium Implementation Services” means DebtBook’s premium Implementation Services option, including
implementation support, guidance, and training, review of Application Obligations, and entry of relevant Customer Data.
“Privacy Policy” means, collectively, DebtBook’s privacy policy and any similar data policies generally applicable to all
users of the Application Services, in each case as posted to DebtBook’s website and as updated from time to time in accordance
with their terms.
“Products” means, collectively, any products DebtBook may offer to Customer from time to time through the
Application Services, in each case as established in any Order Form then in effect.
“Renewal Term” means any renewal term established in accordance with the terms of Customer's agreement with
Tyler.
“Services” means, collectively, the Application Services, the Onboarding Services, the Implementation Services, and the
Support Services, or any additional services identified on the applicable Order Form. For the avoidance of doubt, “Services”
includes the underlying Products made available to Customer through access to the Application Services.
“SLA” means the Service Level Addendum included as part of this EULA as Exhibit 1.
“Support Services” means the general maintenance services and technical support provided in connection with the
Application, as more particularly described in the SLA.
“Term” means, collectively, the Initial Term and, if applicable, each successive Renewal Term.
“Usage Policy” means, collectively, DebtBook’s acceptable usage policy, or any similar policy generally applicable to all
end users accessing the Application Services, in each case as posted to DebtBook’s website and as updated from time to time in
accordance with its terms.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of this EULA, DebtBook grants Customer and
Customer’s Authorized Users a non-exclusive, non-transferable (except as permitted by this EULA) right to access and use the
Application Services during the Term, solely for Customer’s internal use and for the Authorized Users’ use in accordance with this
EULA. DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer and
Authorized Users to access the Application Services.
(b) Documentation License. Subject to the terms and conditions of this EULA, DebtBook grants to Customer and
Customer’s Authorized Users a non-exclusive, non-sublicensable, non-transferable (except as permitted by this EULA) license to
use the Documentation during the Term solely for Customer’s and its Authorized User’s internal governmental purposes in
connection with its use of the Services.
(c) Customer Responsibilities. Customer is responsible and liable for its Authorized Users’ access and use of the
Services and Documentation, regardless of whether such use is permitted by this EULA. Customer must use reasonable efforts to
make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents.
(d) Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized User, access or
use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the
Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or
Documentation except as expressly permitted by this EULA; or (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not
knowingly transmit any personally identifiable information to DebtBook or any other third-party through the Services.
(e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend
Customer’s and any Authorized User’s access to any or all of the Services if DebtBook reasonably determines that (A) there is a
threat or attack on any of the DebtBook IP by Customer or an Authorized User; (B) Customer’s or any Authorized User’s use of
the DebtBook IP disrupts or poses a security risk to the DebtBook IP or to any other customer or vendor of DebtBook; (C)
Customer, or any Authorized User, is using the DebtBook IP for fraudulent or other illegal activities; or (D) DebtBook’s provision
of the Services to Customer or any Authorized User is prohibited by applicable law; (any such suspension, a “
Service Suspension”).
DebtBook will use commercially reasonable efforts to (i) provide written notice of any Service Suspension to Customer, (ii) provide
updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably
possible after the event giving rise to the Service Suspension is cured. DebtBook is not liable for any damage, losses, or any other
consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may monitor
Customer’s use of the Services and collect and compile Aggregated Statistics. As between DebtBook and Customer, all right, title,
and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by DebtBook.
DebtBook may compile Aggregated Statistics based on Customer Data input into the Services. DebtBook may (1) make Aggregated
Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law
so long as, in each case, DebtBook’s use of any Aggregated Statistics does not identify Customer or disclose Customer’s
Confidential Information.
3. Services and Support.
Order Forms. The Services and Products, and any Service or Product specific terms and conditions, will be set forth in the Order
Form, governed by this EULA. Product-specific terms can be found at:
https://www.debtbook.com/product-terms. Such Product
terms will apply to the extent any Product listed therein appears on the applicable Order Form.
(a) Services Generally. Subject to the terms of the Agreement, DebtBook will grant Customer access to the
Application Services during the Initial Term and, if applicable, each subsequent Renewal Term. As part of the onboarding process,
DebtBook will provide Customer with the Onboarding Services and the level of Implementation Services indicated in the Order
Form. DebtBook will provide Customer with the Support Services throughout the Term.
(b) Implementation Services. DebtBook will provide Implementation Services for each Product to the extent
indicated for such Product in the applicable Order Form., Unless Customer has purchased Premium Implementation Service for
any Product, as set forth in an Order Form, DebtBook will provide Customer with Guided Implementation Services. Customer
agrees to cooperate in good faith and to respond in a timely manner to any reasonable request for data or information DebtBook
may require to complete the Implementation Services.
(c) Service Levels and Support. Subject to the terms and conditions of this EULA, DebtBook will make the
Application Services and Support Services available in accordance with the SLA attached hereto.
4. Fees and Payment.
(a) Fees. Customer's payment of fees under its agreement with Tyler shall constitute and satisfy Customer's
payment obligations under this EULA
5. Confidential Information.
(a) From time to time during the Term, either party (the “Disclosing Party”) may disclose or make available to
the other party (the “Receiving Party”) information about the Disclosing Party’s business affairs, products, confidential
intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether
in written, electronic, or other form or media, that is marked, designated, or otherwise identified as “confidential”, or which a
reasonable person would understand to be confidential or proprietary under the circumstances (collectively, “Confidential
Information”). For the avoidance of doubt, DebtBook’s Confidential information includes the DebtBook IP and the Application
Services source code and specifications. As used in this EULA, “Confidential Information” expressly excludes any information
that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully
obtained by the Receiving Party on a non-confidential basis from a third party; or (4) independently developed by the Receiving
Party.
(b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party’s Confidential
Information in strict confidence and may not disclose the Disclosing Party’s Confidential Information to any person or entity,
except to the Receiving Party’s employees, officers, directors, agents, subcontractors, financial advisors, and attorneys who have
a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under this EULA or otherwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential
Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as
otherwise necessary to comply with applicable law, provided that a party making the disclosure pursuant to an order must first
give written notice to the other party; or (2) to establish a party’s rights under this EULA, including to make required court filings.
(c) On the expiration or termination of this EULA, the Receiving Party must promptly return to the Disclosing
Party all copies of the Disclosing Party’s Confidential Information, or destroy all such copies and, on the Disclosing Party’s request,
certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
(d) Each party’s obligations under this Section are effective as of the signed Order Form and will expire three
years after termination of this EULA; provided, however, with respect to any Confidential Information that constitutes a trade
secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this
EULA for as long as such Confidential Information remains subject to trade secret protection under applicable law.
(e) Notwithstanding anything in this Section to the contrary, DebtBook expressly agrees and understands that
Customer’s obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by, the
public records laws, policies, and regulations of the Governing State.
6. Intellectual Property.
(a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest, including all
intellectual property rights, in and to the DebtBook IP.
(b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and interest, including
all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non-exclusive, royalty-free,
worldwide license to reproduce, distribute, sublicense, modify, prepare derivative works based on, and otherwise use and display
the Customer Data and perform all acts with respect to the Customer Data, but in each case only to the extent necessary or
appropriate for DebtBook to provide the Services to Customer in accordance with the terms of this EULA.
(c) Effect of Termination. Without limiting either party’s obligations under Section 5 of this EULA, DebtBook, at
no further charge to Customer, will (1) provide Customer with temporary access to the Application Services for up to 60 days
after the termination of this EULA to permit Customer to retrieve its Customer Data in a commercially transferrable format and
(2) use commercially reasonable efforts to assist Customer, at Customer’s request, with such retrieval. After such period,
DebtBook may destroy any Customer Data in accordance with DebtBook’s data retention policies.
7. Limited Warranties.
(a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent
with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material
respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the
Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee
regarding availability of the Application Services, and the remedies set forth in the SLA are Customer’s sole remedies and
DebtBook’s sole liability under the limited warranty set forth in this paragraph.
(b) Security. DebtBook has implemented Appropriate Security Measures and has made commercially reasonable
efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures
intended to protect Customer Data.
(c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED “AS IS,” AND
DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBTBOOK
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR
THE LIMITED WARRANTY SET FORTH IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP,
OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS,
OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM,
OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
(d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook’s
network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or
controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt connections to the Internet.
Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid
such events, DebtBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL
LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE EULA,
ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY.
8. Indemnification.
(a) DebtBook Indemnification.
(i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and all losses,
damages, liabilities, costs (including reasonable attorneys’ fees) (collectively, “
Losses”) incurred by Customer resulting
from any third-party claim, suit, action, or proceeding (“
Third-Party Claim”) that the Application Services, or any use of
the Application Services in accordance with this EULA, infringes or misappropriates such third party’s US patents,
copyrights, or trade secrets, provided that Customer promptly notifies DebtBook in writing of the Third-Party Claim,
reasonably cooperates with DebtBook in the defense of the Third-Party Claim, and allows DebtBook sole authority to
control the defense and settlement of the Third-Party Claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at DebtBook’s
sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or part of the DebtBook IP, to
make it non-infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither
alternative is reasonably available, DebtBook may terminate this EULA in its entirety or with respect to the affected
component or part, effective immediately on written notice to Customer, so long as, in each case, DebtBook promptly
refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot
reasonably use as intended under this EULA.
(iii) DebtBook’s indemnification obligation under this Section will not apply to the extent that the
alleged infringement arises from Customer’s use of the Application Services in combination with data, software,
hardware, equipment, or technology not provided or authorized in writing by DebtBook or modifications to the
Application Services not made by DebtBook.
(b) Sole Remedy. SECTION 8(a) SETS FORTH CUSTOMER’S SOLE REMEDIES AND DEBTBOOK’S SOLE LIABILITY FOR
ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY
THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL DEBTBOOK’S LIABILITY UNDER SECTION 8(a) EXCEED
$1,000,000.
(c) Customer Indemnification. Customer will indemnify, hold harmless, and, at DebtBook’s option, defend
DebtBook from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer
Data in accordance with the Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-
Party Claims based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner
not authorized by the Agreement. DEBTBOOK EXPRESSLY AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER
THAT IS A GOVERNMENT ENTITY TO THE EXTENT SUCH INDEMNIFICATION OBLIGATIONS ARE PROHIBITED UNDER APPLICABLE
LAW.
9. Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY
BE LIABLE UNDER OR IN CONNECTION WITH THE EULA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED
OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS
EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING
OUT OF OR RELATED TO THE EULA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE
EULA IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS
SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8.
10. Term and Termination.
(a) Term. The term of this EULA is set forth in the Order Form. In the event Customer has multiple terms, this
EULA will remain in effect until the expiration or termination of all Order Forms.
(b) Termination. In addition to any other express termination right set forth in the Customer Terms:
(i) DebtBook may terminate this EULA immediately if Customer breaches any of its obligations under
Section 2 or Section 5;
(ii) either party may terminate this EULA, effective on written notice to the other party, if the other
party materially breaches this EULA, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains
uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
(iii) either party may, to the extent permitted by law, terminate this EULA, effective immediately on
written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its
debts as they become due or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any
domestic or foreign bankruptcy or insolvency law.
(c) Survival. Only this Section and Section 1 (Definitions), Sections 4 through 6 (Fees; Confidential Information;
Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12 (Indemnification; Limitations of Liability;
Miscellaneous) will survive any termination or expiration of this EULA.
11. Independent Contractor. The parties to this EULA are independent contractors. This EULA does not create a joint
venture or partnership between the parties, and neither party is, by virtue of this EULA, authorized as an agent, employee, or
representative of the other party.
12. Miscellaneous.
(a) Governing Law; Submission to Jurisdiction. This EULA will be governed by and construed in accordance with
the laws of the Governing State, without regard to any choice or conflict of law provisions, and any claim arising out of this EULA
may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of
such courts in any such suit, action, or proceeding.
(b) Entire Agreement; Order of Precedence. The Order Form, this EULA, and the Incorporated Documents
constitute the complete agreement between the parties and supersede any prior discussion or representations between the
parties regarding Customer’s purchase and use of the Services.
To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or
precedence: (1) the Order Form, (2) this EULA, and (3) the Incorporated Documents. No other purchasing order or similar
instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party
in any way.
(c) Amendment; Waiver. No amendment to this EULA will be effective unless it is in writing and signed by an
authorized representative of each party. DebtBook may update the Incorporated Documents from time-to-time following notice
to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the
provisions of this EULA will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise
set forth in this EULA, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege
arising from this EULA will in any way waive or otherwise limit the future exercise of any right, remedy, power, or privilege
available under this EULA.
(d) Notices. All notices, requests, consents, claims, demands, and waivers under this EULA (each, a “Notice”)
must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form (or to such other
address as DebtBook or Customer may designate from time to time in accordance with this Section). All Notices must be delivered
by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission),
or certified or registered mail (in each case, return receipt requested, postage pre-paid). Any Notice delivered under this EULA
will be delivered, if to the Customer, to the address indicated in the Order Form and, if to DebtBook, at the following address:
PO
Box 667950, Charlotte, NC 28266.
(e) Force Majeure. In no event will either party be liable to the other party, or be deemed to have breached this
EULA, for any failure or delay in performing its obligations under this EULA (except for any obligations to make payments), if and
to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including acts of God,
flood, fire, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism,
invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or
any action taken by a governmental or public authority, including imposing an embargo.
(f) Severability. If any provision of this EULA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,
illegality, or unenforceability will not affect any other term or provision of this EULA or invalidate or render unenforceable such
term or provision in any other jurisdiction.
(g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30 days prior
written notice to the other party, to an affiliate or an entity that acquires all or substantially all of the business or assets of such
party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may
assign any of its rights or delegate any of its obligations under this EULA without the prior written consent of the other party,
which consent may not be unreasonably withheld, conditioned, or delayed. This EULA is binding on and inures to the benefit of
the parties and their permitted successors and assigns.
(h) Marketing. Either party may include the name and logo of the other party in lists of customers or vendors.
(i) State-Specific Certifications & Agreements. DebtBook hereby certifies and agrees as follows:
(i) DebtBook has not been designated by any applicable government authority or body as a company
engaged in the boycott of Israel under the laws of the Governing State;
(ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this EULA by any governmental department or agency of the Governing State;
(iii) DebtBook and its subcontractors will not discriminate against any employee or applicant for
employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin,
disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran status, or any other
status protected by federal, state, or local law;
(iv) DebtBook will verify the work authorization of its employees using the federal E-Verify program and
standards as promulgated and operated by the United States Department of Homeland Security and, if applicable, will
require its subcontractors to do the same; and
(v) Nothing in this EULA is intended to act as a waiver of immunities that Customer has as a matter of
law as a Government Entity under the laws of the Governing State, including but not limited to sovereign or
governmental immunity, public officers or official immunity or qualified immunity, to the extent Customer is entitled
to such immunities.