Enterprise Service Agreement

Version 1.1

Effective Date: This Service Agreement becomes effective on the date an Order Form is signed by both parties (the “Effective Date”).

Agreement.

The Enterprise Customer desires to access and use Credential Network’s hosted software and related services (the “Services”), and Credential Network agrees to make the Services available to the Enterprise Customer pursuant to this Agreement, the Company’s Online Terms, and the applicable Order Form(s).

Accordingly, the Parties agree as follows:

1. Overview and Acceptance.
   1. About Us. Credential Network, Inc. delivers a SaaS Platform for credential verification and records management used by enterprise customers in regulated industries. The platform helps authorized users collect, manage, verify, export, and retain credential records, supported by safeguards aligned with SOC 2 and HIPAA security standards. The Services enable workflow automation and recordkeeping; Credential Network does not perform compliance determinations unless an Order Form expressly provides otherwise.
   2. Background. This Enterprise Service Agreement (“Agreement” or “Service Agreement”) becomes effective on the date the first Order Form (“Order Form,” “SOW,” or “Exhibit”) is signed by both parties (the “Effective Date”), by and between Credential Network, Inc. (“Credential Network” or “Company”), a Delaware C-Corporation and the Enterprise Customer listed in the applicable Order Form (each, a “Party,” and together the “Parties”).
2. Definitions. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
   1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Platform.
   2. “Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access the Platform pursuant to Customer’s rights under this Agreement.
   3. Consumer User ("User"): “Consumer User” (also referred to as the “User,” “Consumer,”) means an individual who accesses or uses the Services for personal, family, or household purposes (B2C use), and not on behalf of a business, enterprise, or other organization.
   4. “Customer Data” means all data, information, and materials that:
      1. The Customer or its Authorized Users provide, upload, or otherwise make available to Credential Network in connection with the Services, including registration information and content submitted through Customer’s account, and (b) any data, responses, or content shared with the Customer by individual Users through the Services that the Customer elects to retain, copy, or store for its business or audit purposes
      2. Customer Data includes any snapshots, copies, or records retained by Customer of data originally provided by individual Users, but excludes (i) data that remains solely within an individual User’s personal account and is not shared with the Customer (“User Data”), (ii) Licensed Material, (iii) Feedback, and (iv) any analytics, aggregated, or derived data created by the Company that does not identify the Customer or any individual User.
   5. “Enterprise Customer” (also referred to as the “Customer,” “Enterprise Customer,” “you” or “your Company”) means a Customer that has entered into an Order Form or other written agreement with Credential Network to access and use the Services for its internal business purposes (B2B use), and not for personal, family, or household use.
   6. “Documentation” means the technical materials provided by Credential Network to Customer in hard copy or electronic form describing the use and operation of the Platform.
   7. “Error” means a reproducible failure of the Platform to substantially conform to the Documentation.
   8. “Error Corrections” means bug fixes or workarounds intended to correct Errors in the Platform.
   9. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
   10. “Licensed Material” means data, results, reports, materials and documentation made available to Customer as part of the Services.
   11. “Order Form” means an order form that is based on the template in Exhibit A (Template Order Form), is signed by both parties, and references this Agreement.
   12. “Platform” means the Credential Network software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface.
   13. “Services” means any services provided by Credential Network to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Platform access.
   14. “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Credential Network as required for use of the Platform. The current requirements are described in the Documentation.
   15. “User Data” means all data, content, or materials that an individual, “Consumer” or “User” (either a “Data Subject”) provides, uploads, or otherwise makes available through the Services in a personal or individual capacity (B2C use). For more information, please refer to the Consumer Services Agreement at: https://credentialnetwork.com/consumer-service-agreement.
3. Account Registration and Customer Responsibilities.
   1. Registering Customer Account. To access certain features of the Services, Customer may be required to register an account on the Services (“Account”) or have an account with the app store from which Customer downloaded the Application.
   2. Registration Data. In registering an account on the Services, Customer shall (i) provide true, accurate, current, and complete information as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
   3. Customer Account. Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that Customer has no ownership or other property interest in the Account, and Customer further acknowledge and agree that all rights in and to the Account are and will forever be owned by and inure to the benefit of Credential Network. Furthermore, Customer is responsible for all activities that occur under the Account. Customer shall monitor the Account to restrict use by minors and will accept full responsibility for any unauthorized use of the Service by minors. Customer may not share the Account or password with anyone, and Customer agrees to notify Credential Network immediately of any unauthorized use of Customer’s password or any other breach of security. If Customer provides any information that is untrue, inaccurate, incomplete or not current, or Credential Network has reasonable grounds to suspect that any information Customer provided is untrue, inaccurate, incomplete or not current, Credential Network has the right to suspend or terminate the Account and refuse any and all current or future use of the Service (or any portion thereof). Customer agrees not to create an Account using a false identity or information, or on behalf of someone other than Customer. Customer shall not have more than one Account at any given time. Credential Network reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. Customer agrees not to create an Account or use the Service if Customer has been previously removed by Credential Network, or if Customer has been previously banned from any of the Service.
4. Provision of Services.
   1. Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), Credential Network will provide Customer with access to the Platform. On or as soon as reasonably practicable after the Effective Date Credential Network will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Platform in accordance with the Access Protocols. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Credential Network promptly of any such unauthorized use known to Customer.
   2. Support Services. Subject to the terms and conditions of this Agreement, Credential Network will exercise commercially reasonable efforts to (a) provide support for the use of the Platform to Customer, and (b) keep the Platform operational and available to Customer, in each case in accordance with its standard policies and procedures.
   3. Hosting. Credential Network will, at its own expense, provide for the hosting of the Platform, if nothing herein will be construed to require Credential Network to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Platform from the Internet.
   4. Text Message Services. Credential Network may offer one or more mobile message programs (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method Customer uses to enroll, Customer agrees that its use of the Message Service is governed by this Agreement. Credential Network does not charge for the Message Service, but Customer is responsible for all charges and fees associated with mobile messaging imposed by Customer’s wireless carrier and Customer acknowledge that Customer’s carrier may charge Customer or deduct usage credit from Customer’s account when Customer texts Credential Network or vice versa. Message and data rates may apply. By enrolling a telephone number in the Message Service, Customer authorizes Credential Network to send recurring SMS and MMS mobile messages to the number Customer specifies, and Customer represents that Customer is authorized to receive mobile messages at such number.
5. Online Terms and Acceptable Use.
   1. Incorporation by Reference. Credential Network’s online legal terms, including without limitation it’s Acceptable Use Policy (“AUP”), Terms of Use, Privacy Policy, and any other policies, statements, or documentation referenced therein (collectively, the “Online Terms”), are incorporated by reference into this Agreement by reference and form part of the binding contractual relationship between the parties. The current versions of the Online Terms are available at https://www.credentialnetwork.com/legal.
   2. Interested Parties. All interested parties to this Agreement – including the Customer, Users, Authorized Users, and any other applicable third parties – shall adhere to and comply with Credential Network’s Online Terms. The Customer remains responsible for ensuring that its affiliates, employees, contractors, and in-scope Consumer Users adhere to these requirements and all applicable laws, including data protection and privacy obligations.
   3. Updates. The Company may update or modify its Online Terms from time to time to reflect changes in legal, technical, or operational requirements. Updated versions will be posted on www.credentialnetwork.com/legal and will become effective upon posted (or as otherwise stated within the applicable Online Terms). Continued access or use of the Services following such posting constitutes acceptance of the updated Online Terms.
   4. Enforcement. Any violation of the Online Terms may result in suspension or termination of access to the Services, in addition to any other remedies available under this Agreement or applicable law.
6. Fees, Payments, and Taxes.
   1. Fees. In consideration for the access rights granted to Customer and the Services performed by Credential Network under this Agreement, Customer will pay to Credential Network the Fees. All Fees will be paid in accordance with the Order Form. Credential Network reserves the right to modify the Fees payable hereunder upon written notice to Customer at least ninety (90) days prior to the end of the then-current term. Credential Network will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided Credential Network has furnished such documentation for authorized expenses as Customer may reasonably request. Credential Network reserves the right (in addition to any other rights or remedies Credential Network may have) to discontinue the Platform and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.
   2. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Credential Network’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Platform to Customer. Customer will make all payments of Fees to Credential Network free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Credential Network will be Customer’s sole responsibility, and Customer will provide Credential Network with official receipts issued by the appropriate taxing authority, or such other evidence as the Credential Network may reasonably request, to establish that such taxes have been paid.
   3. Interest. Any amounts not paid when due will bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
   4. Advertising Revenue. Credential Network reserves the right to display third-party ads on the Platform, and Customer acknowledges and agrees that Credential Network has no obligation to Customer in connection therewith (including, without limitation, any obligation to share revenue received by Credential Network as a result of such advertising).
      
7. Intellectual Property Rights.
   1. License Grant. Subject to the terms and conditions of this Agreement, Credential Network grants to Customer a non-exclusive, non-transferable (except as permitted under Section 12.6 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Platform and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Platform. Customer may permit any Authorized Users to access and use the features and functions of the Platform as contemplated by this Agreement.
   2. Restrictions. Customer will not, and will not permit any Authorized User or other Party to: (a) allow any third-party to access the Platform, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Platform, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform or Documentation for the benefit of any unauthorized third-party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except as permitted by law; (e) interfere in any manner with the operation of the Platform or the hardware and network used to operate the Platform; (f) modify, copy or make derivative works based on any part of the Platform or Documentation; (g) access or use the Platform to build a similar or competitive product or service; (h) attempt to access the Platform through any unapproved interface; or (i) otherwise use the Platform, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 4.1 (License Grant) or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Platform will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Credential Network or its licensors on the Licensed Material or any copies thereof.
   3. Ownership. The Platform, Licensed Materials and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Credential Network. All rights in and to the Platform and Documentation not expressly granted to Customer in this Agreement are reserved by Credential Network. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Documentation, or any part thereof.
   4. License to Licensed Material. Subject to the terms and conditions of this Agreement, Credential Network grants Customer a perpetual, royalty-free, fully paid, nonexclusive, non-transferable (except as permitted under Section 12.6 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.
   5. Open-Source Software. Certain items of software may be provided to Customer with the Platform and are subject to “open source” or “free software” licenses (“Open-Source Software”). Some of the Open-Source Software is owned by third parties. The Open-Source Software is not subject to the terms and conditions of Sections 4.3 (Ownership) or 9 (Indemnification). Instead, each item of Open-Source Software is licensed under the terms of the end-user license that accompanies such Open-Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. If required by any license for particular Open-Source Software, Credential Network makes such Open-Source Software, and Credential Network’s modifications to that Open-Source Software, available by written request at the notice address specified below.
   6. Feedback. Customer hereby grants to Credential Network a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services without any obligation to compensate Customer. Credential Network will not identify Customer as the source of any such feedback.
      
8. Data Protection and Privacy.
   1. Applicability of Data Protection Laws. The parties acknowledge and agree that certain activities under this Agreement may involve the collection, use, disclosure, storage, or other processing of Personal Data, User Data and Customer Data in a manner subject to applicable data protection and privacy laws and regulations such as the California Consumer Privacy Act (CCPA), the Health Insurance Portability and Accountability Act (HIPAA), the General Data Protection Regulation (GDPR), and other substantially similar laws and implementing regulations, as each may be amended or superseded from time to time).
   2. Roles of the Parties. The roles and responsibilities of the parties (including, as applicable, as Data Controller, Processor, Joint Controller, or Service Provider) with respect to covered Personal Data will depend on the configuration of the Services and each Party’s respective processing activities.
   3. Processing by Credential Network. Credential Network may process Personal Data, User Data, and Customer Data as reasonably necessary to operate, maintain, and improve the Services, ensure lawful continuity of access, and comply with its contractual, legal, and regulatory obligations.
   4. Privacy Policy. Credential Network’s collection, use, and disclosure of Personal Data are further described in its Privacy Policy, available at [https://credentialnetwork.com/privacy-policy], which is incorporated by reference into this Agreement.
   5. Optional Data Processing Addendum (DPA). If the Customer requires additional data protection terms, including those applicable to a Controller–Processor or Service-Provider relationship under relevant data protection laws, Credential Network will make its Data Processing Addendum (“DPA”) available upon written request to Credential Network’s Privacy Team at privacy@credentialnetwork.com. The DPA will apply only when duly executed by both parties and once executed, will form part of this Agreement.
   6. Conflicts. In the event of a conflict between this Agreement and an executed DPA regarding the processing of personal data, the terms of the DPA will control with respect to that subject matter.
      
9. Confidentiality.
   1. Confidential Information. “Confidential Information” means any nonpublic information of a Party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving Party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Credential Network.
   2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third-party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Credential Network). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
   3. Exceptions. The confidentiality obligations set forth in Section 8.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third-party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
      
10. Compliance and Security.
    1. Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material and Documentation.
    2. Security. Credential Network and the Company will each maintain appropriate administrative, technical, and organization safeguards consistent with industry standards and applicable law to protect the confidentiality, integrity, and availability of Data processed under this Agreement.
       1. Our Responsibilities. Credential Network will maintain its safeguards in accordance with its Information Security Management Program (“ISMP”), which is based upon SOC 2, HIPAA, and other applicable regulatory and industry frameworks.
       2. Your Responsibilities. The Customer is responsible for implementing and maintaining its own administrative, technical, and organizational measures appropriate to its use of the Services, and for complying with all applicable laws and regulations governing the collection, use, transfer, and retention of Data. This includes ensuring that any Data provided to Credential Network has been collected and processed lawfully; that required notices and consents have been obtained; and that cross-border transfers and retention practices comply with applicable data protection, privacy, and record-retention requirements, including any obligations extending beyond Credential Network’s standard retention periods or optional archive services.
    3. Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Credential Network, or any products utilizing such data, in violation of the United States export laws or regulations.
    4. Data Retention & Archival.
       1. Active and Archived Storage. For each Provider seat purchased by Customer, Credential Network will retain and manage Provider records for one (1) year during the active subscription term (the “Active Year”) and for one (1) additional year in a read-only state following the expiration of the Active Year (the “Archived Year”). During the Archived Year, records will be maintained for reference only and will not be editable or otherwise available for credentialing workflows.
       2. Long-Term Archive Service. Credential Network offers Customers the option to purchase extended archival storage beyond the Archived Year (the “Long-Term Archive Service”). The scope, fees, and duration of Long-Term Archive Service will be set forth in the applicable Order Form. Absent purchase of Long-Term Archive Service, Credential Network has no obligation to retain or maintain access to Provider records beyond the Archived Year.
       3. Data Portability. Customer may export its Provider records for external storage at any time during the Term and during the Archived Year at no additional cost using Credential Network’s standard export functionality. Upon export, Customer assumes full responsibility for the storage, security, and compliance of such records. Credential Network disclaims any liability for records once exported from the Platform.
       4. Deletion on Request. At any time during the Term or the Archived Year, Customer may submit a written request to legal@credentialnetwork.com for deletion of its Provider records. Credential Network will securely delete the requested records from active and archived systems within thirty (30) days of the request and, upon Customer's written request, will provide written certification of such deletion. Deletion is irreversible, and Customer is responsible for exporting any records it wishes to retain prior to submitting a deletion request. Credential Network may retain records to the extent required by applicable law, regulation, or legal hold, and residual copies in routine backup media will be deleted in accordance with Credential Network's standard backup rotation schedule. Absent a deletion request, records will be handled in accordance with Sections 10.4.1 and 10.4.2.
11. Third-Party Services and Integrations.
    1. Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, the “Third-Party Services”). When Customer clicks on a link to a Third-Party Service, Credential Network will not warn Customer that they have left the Service and will become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Credential Network. Credential Network is not responsible for any Third-Party Services. Credential Network provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. Customer uses all links in Third-Party Services at Customer’s own risk. When Customer leaves the Service, this Agreement and our policies no longer govern. Customer should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation Customer feels necessary or appropriate before proceeding with any transaction with any third-party. Credential Network may provide tools through the Service that enable Customer to export information to Third-Party Services. By using one of these tools, Customer agrees that Credential Network may transfer that information to the applicable Third-Party Service. Credential Network is not responsible for any Third-Party Service’s use of Customer’s exported information.
    2. Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), Customer shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), Customer may have additional license rights with respect to use of the Application on a shared basis within Customer’s designated family group.
    3. Accessing and Downloading the Application from the Apple App Store and Google Play Store. The following terms apply to any application accessed through or downloaded from the Apple App Store or the Google Play Store (each, an “App Store” and collectively, the “App Stores”):
       1. Customer acknowledges and agrees that this Agreement is concluded between Customer and Credential Network, and not with any App Store provider. Credential Network, not Apple or Google, is solely responsible for the Application and its content. Customer’s use of the Application must comply with the applicable App Store Terms of Service.
       2. Customer acknowledges that neither Apple nor Google has any obligation whatsoever to furnish any maintenance or support services with respect to the Application. Any maintenance or support provided for the Application shall be the sole responsibility of Credential Network.
       3. In the event of any failure of the Application to conform to any applicable warranty, Customer may notify the applicable App Store provider, and such provider may refund (if applicable) the purchase price for the Application to Customer. To the maximum extent permitted by applicable law, neither Apple nor Google shall have any other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty shall be the sole responsibility of Credential Network.
       4. Customer acknowledges that, as between Credential Network and the App Store providers, the App Store providers are not responsible for addressing any claims Customer or any third party may have relating to the Application or Customer’s possession or use of the Application, including but not limited to:
          (i) product liability claims;(ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; or(iii) claims arising under consumer protection, privacy, or similar legislation.
       5. In the event of any third-party claim that the Application or Customer’s possession and use of the Application infringes that third party’s intellectual property rights, Credential Network, not Apple or Google, will be solely responsible for the investigation, defense, settlement, and discharge of such claim to the extent required by this Agreement.
       6. Customer acknowledges and agrees that Apple, Google, and their respective subsidiaries are third-party beneficiaries of this Agreement as related to Customer’s license of the Application. Upon Customer’s acceptance of this Agreement, each App Store provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as a third-party beneficiary against Customer with respect to its applicable App Store Sourced Application.
       7. Without limiting any other terms of this Agreement, Customer must comply with all applicable third-party terms of agreement when using the Application, including the App Store Terms of Service for Apple and the Google Play Terms of Service for Android.
12. Warranties and Disclaimers.
    1. Limited Warranty. Credential Network represents and warrants that: (a) it has all right and authority necessary to enter into and perform this Agreement; (b) it will provide the Services in a professional and workmanlike manner consistent with general industry standards; and (c) the Services will conform in all material respects to the specifications and the functionality set forth in the applicable Documentation, provided, however, that in the event that the Services fail to so conform, as Customer’s sole and exclusive remedy and Credential Network’s sole and exclusive liability for such failure, Credential Network will, at its expense, use commercially reasonable efforts to correct the non-conformity.
    2. Disclaimers.
       1. THE LIMITED WARRANTY SET FORTH IN SECTION 6.1 (LIMITED WARRANTY) IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6 (WARRANTIES AND DISCLAIMERS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” AND CREDENTIAL NETWORK MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CREDENTIAL NETWORK DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE CREDENTIAL NETWORK SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. CREDENTIAL NETWORK DOES NOT WARRANT OR GUARANTEE THAT THE INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELEVANT, COMPLETE, OR UP TO DATE. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES AND FOR COMPLYING WITH ALL LAWS RELATING THERETO.
       2. AS PART OF THE PROVISION OF THE SERVICES, CREDENTIAL NETWORK LEVERAGES CERTAIN ARTIFICIAL INTELLIGENCE TOOLS (COLLECTIVELY, “AI TOOLS”). THE AI TOOLS LEVERAGE LARGE LANGUAGE MODELS AND MACHINE LEARNING TO COLLECT AND ORGANIZE DATA. CREDENTIAL NETWORK DOES NOT MAKE ANY REPRESENTATIONS WITH RESPECT TO ANY INFORMATION PROVIDED IN CONNECTION THEREWITH. CREDENTIAL NETWORK IS NOT RESPONSIBLE FOR ANY OUTPUTS GENERATED THEREBY AND CUSTOMER USES SUCH INFORMATION AND OTHER OUTPUTS AT ITS OWN RISK. CUSTOMER, AND NOT CREDENTIAL NETWORK, SHALL BE SOLELY RESPONSIBLE FOR ITS USE OF THESE SERVICES, INCLUDING ANY USE OF THE INFORMATION OR OTHER OUTPUTS GENERATED THEREFROM AND DECISIONS MADE OR ACTIONS TAKEN BASED ON ANY SUCH INFORMATION AND RESULTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY CONDUCT CUSTOMER ENGAGES IN AS A RESULT OF THE INFORMATION PROVIDED BY THE AI TOOLS OR ANY INFORMATION OR OTHER OUTPUTS RECEIVED THEREFROM THAT ARE MADE AVAILABLE THROUGH THE PLATFORM IS AT CUSTOMER’S OWN RISK. CUSTOMER AGREES THAT CREDENTIAL NETWORK WILL NOT BE HELD LIABLE TO CUSTOMER OR ANY THIRD-PARTY FOR THE AI TOOLS OR OTHER SERVICES PROVIDING INACCURATE INFORMATION TO CUSTOMER.
13. Limitation of Liability.
    1. Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
    2. Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CREDENTIAL NETWORK DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
    3. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 7 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set, and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
       
14. Indemnification.
    1. By Credential Network. Credential Network will defend at its expense any suit brought against Customer, and will pay any settlement Credential Network makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third-party alleging that the Platform infringes such third-party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform becomes, or in Credential Network’s opinion is likely to become, the subject of a claim of infringement, Credential Network may, at Credential Network’s option: (a) procure for Customer the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform and Documentation. Notwithstanding the foregoing, Credential Network will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Platform in combination with other products, equipment, software or data not supplied by Credential Network; or (iii) any modification of the Platform by any person other than Credential Network or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Credential Network, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
    2. By Customer. Customer will defend at its expense any suit brought against Credential Network, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Customer’s breach or alleged breach of this Agreement. This section states the sole and exclusive remedy of Credential Network and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
    3. Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified Party will promptly notify the indemnifying Party in writing of any threatened or actual claim or suit; (b) the indemnifying Party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified Party will cooperate with the indemnifying Party to facilitate the settlement or defense of any claim or suit.
15. Term and Termination.
    1. Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either Party gives written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then-current term.
    2. Termination for Convenience. Either Party may terminate this Agreement for convenience on sixty (60) days’ prior written notice to the other Party. This Section 15.2 does not apply during any initial or committed term specified in an Order Form, and the applicable Order Form will govern the consequences of early termination during such term.
    3. Termination for Breach. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
    4. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each Party will comply with the obligations to return all Confidential Information of the other Party, as set forth in Section 8 (Confidentiality); and (c) any amounts owed to Credential Network under this Agreement will become immediately due and payable. Sections 1 (Definitions), 4.2 (Restrictions), 4.3 (Ownership), 4.5 (Open Source Software), 5 (Fees and Expenses; Payments), 6.2 (Disclaimer), 7 (Limitation of Liability), 8 (Confidentiality), 9 (Indemnification), 10.3 (Termination for Breach), 10.4 (Effect of Termination), and 12 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.
       
16. Changes to the Services or Agreement.
    1. Non-Material Changes. Credential Network may make non-material updates, enhancements, or modifications to the Services or this Agreement (including incorporated Online Terms) from time to time to reflect operational improvements, regulatory updates, or other routine adjustments. Such changes will be effective upon posting or written notice to the Customer and will not materially reduce the functionality, performance, or security of the Services. Continued use of the Services constitutes acceptance of those changes.
    2. Material Changes. Any material changes to this Agreement, including changes that materially affect the rights, obligations, or performance of either Party, shall require the mutual written agreement of both parties. The parties may document such changes through an amendment, Order Form, or written addendum executed by authorized representatives of each Party.
    3. Notice. Credential Network will provide the Customer with prior written notice of any proposed material change and an opportunity to review and accept or reject the modification before it becomes effective.
       
17. Publicity and Feedback.
    1. Publicity. Credential Network may use the name, trademarks, logos, or other indicia of source (“Marks”) of Customer in Credential Network’s customer list (including on Credential Network’s website, social media accounts, and in sales and marketing materials and presentations), in the same manner in which it uses the names and Marks of its other customers; provided, however, that Credential Network shall use Customer’s Marks in accordance with Customer’s branding guidelines, as may be provided from time to time. Other than as set forth in this Section 12.1, neither Party may use the other Party’s name or Marks in any other way without the other Party’s prior written consent. Any use of a Party’s name or Marks shall comply with such Party’s applicable branding guidelines.
    2. Feedback. Any suggestions, comments, or other inputs provided by the Customer regarding the Platform and/or Services will be handled in accordance with Section 7f Intellectual Property Rights of this Agreement.
       
18. Governing Law and Dispute Resolution.
    
    1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Washington, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Washington for any lawsuit filed there against Customer by Credential Network arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
19. General Provisions.
    1. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    2. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    3. No Assignment. Neither Party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either Party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other Party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
    4. Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.
    5. Independent Contractors. Customer’s relationship to Credential Network is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have and will not represent to any third-party that it has, any authority to act on behalf of Credential Network.
    6. Notices. All notices required or permitted under this agreement must be delivered in writing, if to Credential Network, by emailing legal@credentialnetwork.com and if to Customer by emailing the Principal Contact Person’s email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other Party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.
    7. Electronic Communications. The communications between Customer and Credential Network may take place via electronic means, whether Customer visits the Service or sends Credential Network emails, or whether Credential Network posts notices on the Service or communicates with Customer via email. For contractual purposes, Customer (i) consents to receive communications from Credential Network in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Credential Network electronically provides to Customer satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
    8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
    9. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Credential Network.