Master Terms
Last revised: October 03, 2025
- Definitions
Unless otherwise defined in the Order Form, capitalized terms used herein shall have the meaning set forth in this Section 1.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
“Affiliate” means, as to a specified Person, another Person that directly, or indirectly, controls or is controlled or is under common control with the specified Person.
“Agreement” means these G2 Master Terms and each Order Form.
“Authorized User” means an employee of Client who is authorized by Client to access and use the Client Portal pursuant to the rights granted to Client hereunder.
“Available” means the Services are available for access and use by Client and its Authorized Users over the Internet and materially operate in accordance with this Agreement.
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks are authorized to close under applicable law of, or are closed in, New York, New York.
“Client Data” means any data which is uploaded into the Client Portal by Client or by G2 on Client’s behalf as an input to generate Reports.
“Client Materials” means any information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Client in connection with the Services.
“Client Portal” means the secure web portal through which Authorized Users may access the Services, including the Reports.“Confidential Information” means all information (in any form) provided by a Party to the other Party in connection with this Agreement, including but not limited to technical data, trade secrets, customer and supplier lists, plans for products or services, software, source code, documentation, training materials, data, inventions, processes, technology, methods and designs of a Party or its clients that is described as confidential by the Party providing the information or that, by its nature, should be assumed to be confidential; provided that Confidential Information shall not include any information that (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of any violation of this Agreement by the Recipient (as defined below); (b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source so long as such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a contractual obligation to the Disclosing Party; (c) was known by or in the possession of the Recipient, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or (d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Confidential Information.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “controlled” shall have corresponding meanings.
“Documentation” means G2’s standard guides provided or made available to Client in any form or medium, and which describe the Services.
“G2 Data” means any data, text, analytics or graphics, which are produced by or derived from the use of the Services, excluding the Client Data and Client Materials.
“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable and documented out-of-pocket attorneys’ fees.
“Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (in each case whether registered or unregistered) and all applications for the same, anywhere in the world subsisting now or in the future.
“Person” means any corporation, limited liability company, partnership or other legal entity.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalogue, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
“Reports” means reports generated by G2 as part of the Services from time to time. For the avoidance of doubt, Reports may include G2 Data and Client Data.
“Scheduled Downtime” means, collectively, the scheduled maintenance (7:00 pm to 10:00 pm Eastern Time on Thursday, 8:00 am to 2:00 pm Eastern Time on Sunday, and 8:00 am to 10:00 am Eastern Time on Tuesday).
“Services” has the meaning set forth in the Order Form.
“Service Level Failure” means a material failure of the Services to meet the Availability Requirement (as defined in Section 6).
“Third-Party Materials” means materials and information, in any form or medium, including software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to G2. - Services
2.1 Access and Use; Limited License. G2 shall provide the Services during the Term in accordance with the terms and conditions of the Agreement. G2 grants Client a non-exclusive, non-sublicensable, non-assignable and non-transferable license to access and use during the Term (a) the Documentation; and (b) the G2 Data in the Reports, in each case solely for Client’s internal business purposes. The rights granted under this Agreement are granted only to Client, and not to or for the benefit of any of its Affiliates, unless otherwise agreed to by the Parties.
2.2 Right to Upgrade. G2 reserves the right to make any changes in its sole discretion to the Services that it deems necessary or useful, including, without limitation, to (a) maintain or enhance (i) the quality or delivery of G2’s services to its clients; (ii) the competitive strength of or market for G2’s services; or (iii) the Services’ cost, efficiency or performance; or (b) to comply with applicable law.
2.3 Subcontractors. G2 may from time to time in its sole discretion engage third parties to perform the Services (each, a “Subcontractor”). - Use Restrictions
3.1 Authorized Users. Client shall (a) limit use of the Client Portal to Authorized Users who have a business reason to access the Client Portal; (b) ensure that Authorized Users are subject to confidentiality obligations protecting G2’s Confidential Information that are at least as restrictive as the confidentiality obligations set forth herein; (c) ensure that each Authorized User maintains a secure password for use of the Client Portal; (d) not share access credentials of an Authorized User; (e) remain solely responsible and liable for the administration of creating an Authorized User’s new access credentials and password resets; and (f) use commercially reasonable efforts to prevent any unauthorized access to, or use of, the Client Portal and notify G2 promptly of any such unauthorized access or use.
3.2 Modifications, Reverse-Engineering. Client shall not, and shall not permit any third party to, (a) copy, modify, or create derivative works or improvements of the Client Portal, G2 Data, Reports, or Documentation; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any portion of the Client Portal or Documentation to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Client Portal or Documentation, in whole or in part; (d) bypass or breach any security device or protection used by the Client Portal or Documentation; (e) input, upload, transmit, or otherwise provide to or through the Client Portal or Documentation, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Client Portal, or G2’s provision of the Services to any third party, in whole or in part; (g) access or use the Client Portal or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable law; (i) access or use the Client Portal or Documentation for purposes of competitive analysis of the Client Portal or Documentation, the development, provision, or use of a competing software service or product or any other purpose that is to G2’s detriment or commercial disadvantage; or (k) otherwise access or use the Client Portal, Documentation or G2’s Data beyond the scope of the authorization granted under this Section.
3.3 Suspension or Termination of Services. G2 may, directly or indirectly, suspend, terminate, or otherwise deny Client’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if (a) G2 receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires G2 to do so; or (b) G2 believes in its sole discretion that (i) Client or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted hereunder or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction; (ii) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section does not limit G2’s other rights or remedies, whether at law, in equity, or under this Agreement. - Fees and Payments
4.1 Payment Terms. Unless otherwise agreed in an Order Form, Fees shall be invoiced on a monthly basis in arrears. All payments will be made in US dollars, and Fees will be due and payable within 30 days from the date of the applicable invoice. If Client fails to pay Fees when due, in addition to all other remedies that may be available to G2 (a) G2 may charge interest on past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Client shall reimburse G2 for all reasonable and documented costs incurred by G2 in collecting any late payments or interest, including reasonable and documented attorneys’ fees, court costs and agency collection fees; and (c) if such failure continues for 30 days following written notice thereof, G2 may restrict or prohibit access to the Client Portal until the Fees are paid, without incurring any obligation or liability to Client or any third party by reason of such restriction or prohibition. In the event Client disputes an invoiced amount in good faith, Client shall notify G2 of such dispute in writing, providing sufficient detail of the basis of the dispute, within 20 days of the date of invoice, and the Parties shall work together promptly and in good faith to resolve such dispute. G2 may suspend access to the Services without liability or waiver of G2’s rights until any overdue amounts that are not subject to a good faith payment dispute are paid in full.
4.1 Taxes; Setoff. The Fees and other amounts payable by Client under the Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client is responsible for all sales, use and excise taxes, and any similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on G2’s income. Further, all amounts payable to G2 hereunder shall be paid by Client to G2 in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason. Client agrees and acknowledges that G2 may adjust the Service Fees annually by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus five percent (5%). - Client Obligations
5.1 Client Materials. Client shall provide G2 in a timely manner with any Client Materials reasonably requested by G2 in such format as G2 shall reasonably require. Client grants to G2 a worldwide, non-exclusive, royalty-free license to use and copy the Client Materials to the extent necessary to perform the Services. Prior to its delivery of Client Materials to G2, Client shall at its own cost and expense obtain all necessary approvals, authorizations, consents, licenses and waivers. For the avoidance of doubt, G2 shall not be responsible or liable for any delay or failure of performance of the Services caused or resulting in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement.
5.2 Access and Security. Client shall be responsible for supplying and maintaining all computer hardware, software, equipment, data, power and communication lines required for the Authorized Users to access the Services. Client shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for Processing by the Services.
5.3 Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by this Agreement, Client shall, and shall cause its Authorized Users to, immediately (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify G2 of any such actual or threatened activity.
5.4 Client Control and Responsibility. Client has and will retain sole responsibility for (a) the Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (c) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (d) the security and use of Client’s and its Authorized Users’ access credentials; and (e) all access to and use of the Services or through its or its Authorized Users’ access credentials, with or without Client’s knowledge or consent,. Further, Client shall solely be responsible for (i) determining the appropriate course of action based on the results identified and produced by the Services; (ii) ensuring that the Services (and any results arising therefrom) are fit for use in Client’s business and comply with all laws, regulations and other legal or regulatory requirements applicable to Client (the “Regulatory Requirements”); and (iii) except as may be otherwise agreed herein, responding to and cooperating with any requests for information, directions or investigations arising from or in connection with the enforcement of Regulatory Requirements by a competent administrative, regulatory or judicial authority related to Client’s use of the Services and results identified by the Services.
5.5 Personal Data. If the Client Data contains any non-public personal information (as defined by Applicable Privacy Law (as defined below)) (collectively, “Personal Data”) (a) each Party shall comply with applicable privacy law of the relevant jurisdictions that apply to the performance of its respective obligations under this Agreement, including, as applicable, the EU General Data Protection Regulation, Gramm-Leach-Bliley Act, the California Consumer Privacy Act and other applicable data privacy laws and their related implementing regulations (collectively, “Applicable Privacy Law”); (b) Client warrants that it has complied with Applicable Privacy Law in its delivery of Personal Data to G2, has received all necessary consents for G2 to Process Personal Data, and shall ensure that it is entitled to transfer such Personal Data to G2; (c) G2 shall not retain, use or disclose the Personal Data for any purpose other than for the performance of the Services; and (d) each Party shall take appropriate technical and organizational measures against the unauthorized or unlawful Processing of the Personal Data or its accidental loss, destruction or damage, and shall promptly notify the other Party in the event that it becomes aware of any unauthorized access of or accidental loss, destruction or damage of such Personal Data. Client acknowledges that G2 may transfer Personal Data to its Affiliates and Subcontractors; provided that such transfer shall be permitted solely to the extent required by G2 to perform the Services. G2 shall be responsible for ensuring that its Affiliates and, if any, Subcontractors Process Personal Data in accordance with the terms of this Agreement. - Service Levels
Subject to the terms and conditions of this Agreement, G2 will use commercially reasonable efforts to make the Client Portal Available at least ninety-nine and one-half percent (99.5%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability resulting from any Exceptions (as defined below) (the “Availability Requirement”). The Client Portal shall not be deemed to be or to have been un-Available and no Service Level Failure shall be deemed to have occurred if any failure to meet the Availability Requirement or impaired ability of Client or its Authorized Users to access or use the Client Portal is due, in whole or in part, to any of the following: (a) acts or omissions by Client or any Authorized User that do not comply with this Agreement; (b); Client’s or an Authorized User’s internet connectivity; (c) Force Majeure Event (as defined below); (d) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by G2 pursuant to this Agreement; (e) Scheduled Downtime; or (f) disabling, suspension, or termination of the Client Portal (collectively, the “Exceptions”). - Intellectual Property Rights
7.1 G2 Reservation of Rights. All right, title, and interest in and to the Services, Documentation and G2 Data, and except for any Client Data and Client Materials therein, Reports (collectively, the “G2 Materials”) are and will remain with G2. With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Client has no right, license, or authorization with respect to any of the G2 Materials, except as expressly set forth herein. All other rights in and to the G2 Materials are expressly reserved by G2.
7.2 Client Reservation of Rights. All right, title, and interest in and to Client Materials, including all Intellectual Property Rights therein, are and will remain with Client. G2 has no right, license, or authorization with respect to any of the Client Materials except as expressly set forth herein. All other rights in and to the Client Materials are expressly reserved by Client.
7.3 No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to a Party or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Services, the Report, the G2 Data or the Documentation, in the case of Client, and the Client Materials or Client Data, in the case of G2. - Confidentiality
8.1 Restrictions. Subject to this Section, each Party (the “Recipient”) shall keep strictly confidential all Confidential Information that it receives directly or indirectly from the other Party (the “Disclosing Party”). The Recipient shall use the Confidential Material solely in connection with the Services. The Recipient agrees (a) to take all precautions to protect such Confidential Information as the Recipient employs for non-public information of the Recipient but in any event with no less than reasonable care; and (b) not to disclose any such Confidential Information or any information derived therefrom to any third party; provided that the Recipient may disclose the Confidential Information (i) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case the Recipient agrees to promptly notify the Disclosing Party in advance, to the extent permitted by law or regulation); (ii) upon the request or demand of any regulatory authority having jurisdiction over the Recipient (in which case the Recipient agrees to promptly notify the Disclosing Party in advance, to the extent lawfully permitted to do so); and (iii) to employees of the Recipient on a need-to-know and confidential basis. The Recipient shall instruct each employee to be bound by the terms of this Agreement to the same extent as if such employee were a Party hereto, and the Recipient shall be responsible and liable for any breach of this Agreement by such employee.
8.2 Notice. Each Party shall notify the other Party promptly upon becoming aware of any unauthorized use of or access to the Confidential Information of the other Party.
8.3 Equitable Relief. The Recipient agrees and acknowledges that, due to the unique nature of the Confidential Information, there may not be an adequate remedy at law for any breach of the Recipient’s obligations hereunder, that any such breach or any unauthorized use or disclosure of any Confidential Information may result in irreparable harm to the Disclosing Party and, if applicable, its Affiliates and that, upon any such breach or any threat thereof, the Disclosing Party and, if applicable, its Affiliates shall be entitled to seek appropriate equitable relief in addition to any other remedies that the Disclosing Party and, if applicable, its Affiliates may have at law. - Representations and Warranties
9.1 Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when executed and delivered by the Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (whether enforcement is sought by proceeding in equity or at law).
9.2 G2 Warranties. G2 warrants that during the Term the Services will perform in all material respects in conformity with the Documentation so long as the Services are operated in accordance with the Documentation. Other than as otherwise provided in this Agreement, no representation or warranty is made (a) in respect of Client’s usage of the Services (or the results arising from such usage), (b) that the functionality of the Services will meet Client’s requirements or identify every instance of such suspicious, anomalous or potentially or actual fraudulent activity, or (c) that the use of the Services will be uninterrupted or error-free.
9.3 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 9.2, SERVICES, DOCUMENTATION, THE REPORTS, G2 DATA AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY G2 HEREUNDER ARE PROVIDED “AS IS”. G2 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. WITHOUT LIMITING THE FOREGOING, G2 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF (INCLUDING THE REPORT, G2 DATA OR CLIENT PORTAL), WILL MEET CLIENT’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
9.4 Third-Party Materials and Content. The Reports, Services, Documentation and G2 Data may contain data, information, and content that may include, without limitation, information, compilation, selection and arrangements of information, copies of database developed and owned by G2 or otherwise licensed to G2 by third-party providers. Further, the Reports and Services may include information gathered from the Internet and third-party sites, and G2 shall not be responsible for the accuracy, completeness, legality, practices, or availability of such information. G2 does not endorse or approve of any such information. Without limiting the terms of Section 9.3, G2 disclaims all liability or responsibility in the event that such information is incorrect, produces erroneous results or results in fines assessed against Client. Further, G2 cannot guarantee that such content and information will be free of material that Client may find objectionable or otherwise. G2 does not warrant or guarantee that the Third-Party Materials accessed, obtained, downloaded or uploaded to the Client Portal will be timely, accurate, or accessible by Client. G2 attempts to include the most relevant examples of online abuse in each Report, it being understood that G2 makes no representation or warranty that the Services will identify all or any individual occurrences of online abuse in each Report. For the avoidance of doubt, the Services are neither legal services nor a substitute for legal services. G2 does not warrant that the Client Portal will be accessible within a certain timeframe. - Term and Termination
10.1 Term. This Agreement shall commence on the Effective Date of Order Form 1 and, unless terminated in accordance with this Section or amended in accordance with Section 12.6, shall continue for so long as an Order Form remains in effect.
10.2 Termination for Material Breach. Either Party may terminate this Agreement if the other Party breaches any material provision herein and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within thirty (30) days after the breaching Party’s receipt of a written notice of such breach (the “Cure Period”). If Client is the breaching Party, then, during the Cure Period, upon written notice to Client, G2 may suspend the Services without terminating the Agreement. During the period of suspension of Services, G2 shall have no obligation to perform the Services, it being understood that such suspension shall not affect G2’s rights and remedies hereunder.
10.3 Termination for Insolvency. Either Party may terminate this Agreement by written notice with immediate effect if the other Party becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent reorganization), makes an assignment for the benefit of its creditors, becomes subject to an administration order or a receiver, trustee in bankruptcy, administrative receiver or the like is appointed over all or any of its assets or takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease its operations or is dissolved, or any other equivalent procedure in any other jurisdiction with respect to that Party (including but not limited to proceedings under Chapter 7, 11 or 13 of Title 11 of the United States Code).
10.4 Effect of Termination. Upon termination or expiration of this Agreement, all Order Forms shall automatically terminate. Termination of an Order Form shall not affect any other Order Form then in effect or the terms and conditions of this Agreement. Upon termination or expiration of this Agreement for any reason, all rights of access or licenses granted under this Agreement shall cease, including Client’s access to and use of the Services.
10.5 Payment Upon Termination for Breach. In the event of termination by G2 pursuant to Section 10.2 or termination by Client in violation of this Agreement, Client shall pay to G2 the Fees that would otherwise have been due and payable to G2 for the remainder of then-applicable Term had the Agreement not been terminated.
10.6 Proprietary Materials. Within 10 Business Days after expiration or termination of this Agreement, Client shall (at Client’s option) return to G2 or destroy any proprietary materials of G2 which are in Client’s possession or control, except to the extent that Client is required to retain such materials under applicable law or pursuant to any document retention policies made known to G2. Client shall also immediately cease providing any Client Data to G2 or uploading it onto the Client portal. Upon Client’s written request, G2 shall return to Client any Client Data or Client Materials in G2’s possession or control, except to the extent that G2 is required to retain such materials under applicable law or pursuant to any document retention policies made known to Client. - Indemnification
11.1 G2 Indemnification. G2 will defend, indemnify and hold Client and its Affiliates and their respective employees, officers and directors (each, a “Client Indemnified Person”) harmless against any Action brought against Client by a third party alleging that the Services infringe or misappropriate such third party’s Intellectual Property Rights (each, an “Infringement Action”). If an Infringement Action related to the Services is made, or in G2’s reasonable opinion is likely to be made, G2 may in its sole discretion and at no cost to Client (a) modify the Services so that they are no longer alleged to infringe or misappropriate a third party’s Intellectual Property Rights; (b) obtain a license for Client’s continued use of the Services in accordance with this Agreement; or (c) terminate this Agreement, either in whole or with regards only to the relevant components of the Services, upon 30 days’ written notice and refund Client for any prepaid Fees applicable to the remainder of the then-applicable Term. The indemnification obligations in this Section shall not apply if (i) the Infringement Action does not state with specificity that the Services are the basis for the Infringement Action; (ii) the Infringement Action arises from the use or combination of the Services or any part thereof with software, hardware, data or processes not provided or approved by G2: (iii) the Infringement Action arises from the Client Data.
11.2 Client Indemnification. Client shall indemnify, defend, and hold harmless G2 and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns (each, a “G2 Indemnified Person”; together with the Client Indemnified Person, the “Indemnified Persons”) from and against any and all Losses incurred by the G2 Indemnified Person resulting from any Action (including any Infringement Action) by a third party (other than an Affiliate of G2) that arises out of or results from, or is alleged to arise out of or result from (a) actions or omissions by Client based on the Services, (b) a failure by Client to provide the required permission, rights, and licenses necessary for G2 to perform the Services, or (c) Client Materials that infringe third-party Intellectual Property Rights.
11.3 Indemnification Procedure. The Indemnified Person agrees to notify the other Party (the “Indemnifying Person”) promptly of the assertion of any Action against such Indemnified Person; provided that failure to provide such notice shall not adversely affect such Indemnified Person’s right to indemnification hereunder unless the Indemnifying Party is actually prejudiced by such failure. At the Indemnifying Party’s election, unless there is a conflict of interest between the Indemnifying Party and the Indemnified Person, the defense of the Indemnified Person shall be conducted by the Indemnifying Person’s counsel, and the Indemnified Person shall be entitled to participate in the applicable Action; provided that the Indemnified Person may retain its own counsel at such Indemnified Person’s own expense. Notwithstanding the foregoing, if the Indemnified Person and the Indemnifying Person reasonably determine, based on the advice of their respective legal counsel, that an actual or potential conflict of interest between the Indemnified Person and the Indemnifying Person makes representation by the Indemnifying Person’s counsel not advisable, then the Indemnified Person may employ separate counsel to represent it or defend the Indemnified Person in such Action, and the Indemnifying Person will pay any reasonable, documented legal or other out-of-pocket expenses of such separate counsel.
11.4 The Indemnifying Person shall have the right to enter into any settlement or consent to the entry of any judgment of any pending or threatened Action (including any Infringement Action) in respect of which indemnity could have been sought hereunder by such Indemnified Person without the consent of the Indemnifying Person so long as such settlement or consent to entry (a) includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Action or Indemnification Action, as applicable, and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
11.5 Sole Remedy. THIS SECTION 11 SETS FORTH CLIENT’S SOLE REMEDIES AND G2’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED ACTIONS OR LOSSES THAT THE SERVICES, DOCUMENTATION, REPORTS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
11.6 Limitation on Liability. Neither Party nor its Affiliates shall have any liability for any liability for indirect, incidental, special, punitive, exemplary or consequential damages or any economic loss, damage, cost or expense of any kind whatsoever and however caused, including without limitation loss of data, production, profits, business data, operation time, goodwill, contracts, revenues or anticipated savings (in each case whether direct or indirect) arising out of or in connection with this Agreement or the use of the Services, regardless of whether or not such damages could have been foreseen or prevented and even if advised in advance of the possibility of these types of damages. For the avoidance of doubt, in no event shall G2’s and its Affiliates’ liability arising out of or related to this Agreement or the use of the Services (including the Reports) exceed the aggregate Fees paid by Client in the twelve-month period immediately preceding the event giving rise to such claim. The Parties agree that the foregoing limitations shall apply notwithstanding the failure of the essential purpose of this Agreement or any limited remedy hereunder. - Miscellaneous
12.1 Assignment. Client shall not assign, sublicense, transfer, lease, outsource, grant a security interest in or transfer any interest in any of its rights or obligations under this Agreement without the express prior written consent of G2 (such consent not to be unreasonably delayed, withheld or conditioned); provided, however, that Client may assign this Agreement in its entirety (including all Order Forms), without G2’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Notwithstanding the foregoing, if Client is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of G2, then G2 may terminate this Agreement upon prior written notice. Any unauthorized transfer or assignment shall be null and void and shall constitute a material breach of this Agreement.
12.2 Relationship of Parties. The Parties agree and acknowledge that they are independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the Parties or constitute or be deemed to constitute either Party the agent of the other for any purpose whatsoever, and neither Party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other.
12.3 Exports. Client shall comply fully with all applicable laws, rules, and regulations including (without limitation) those of the United States, and any and all other jurisdictions globally, which apply to Client’s business activities in connection with the Services. Client acknowledges that the Services may be subject to United States Government export control laws. Client shall comply with all applicable export control laws, obtain all applicable export licenses, and will not export or re-export any part of the Services to any country in violation of such restrictions or any country that may be subject to an embargo by the United States Government.
12.4 Notices. All notices required under this Agreement shall be in writing and shall be sent by email to the other Party’s regular contact, and (a) by certified mail with return receipt requested, or (b) by a nationally recognized express delivery service. All such notices shall be deemed effective upon the date of receipt or refusal and shall be sent to the respective parties at their address in the applicable Order Form or such other address as either Party may notify the other in accordance with the provisions of this Section 12.4.
12.5 Force Majeure. With the exception of Client’s payment obligations, in no event will either Party be liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments of any Fees), when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (each, a “Force Majeure Event”), including (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 60 days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
12.6 Amendments. This Agreement may be amended from time to time only by written agreement of the Parties. For the avoidance of doubt, the terms and conditions of this Agreement shall not be amended, superseded, modified, or supplemented by any subsequent instrument, document, or agreement unless such amendment, instrument, document (including any purchase order), or agreement is in writing and executed by an authorized representative of each Party.
12.7 Waiver. No forbearance or delay by either Party in enforcing any remedy, right, power or privilege shall prejudice, restrict or operate as a waiver of such remedy, right, power or privilege. Any waiver of any breach of any contractual terms shall be in writing and shall not operate or be deemed to be a waiver of any other right or of any other later breach of the same obligation.
12.8 Severability. If any term of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.
12.9 Publicity. G2 shall be permitted to use the name and logo of Client in its Client lists, on its website, and in one case study, subject to the confidentiality obligations set forth herein.
12.10 Survival. Sections 4, 7, 8, 11, 12.2, 12.4, 12.11, 12.12 and 12.15 shall remain in full force and effect regardless of the termination of this Agreement.
12.11 Entire Agreement. This Agreement, including the applicable Order Forms and the Schedules attached hereto, contains the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements between them, whether oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement is binding upon the Parties, their successors and permitted assigns. Each Party acknowledges that in entering into and performing this Agreement it does not do so on the basis of, and does not rely on any statement or representation (unless made fraudulently) or warranty or understanding other than as expressly contained in this Agreement.
12.12 Remedies Cumulative. The termination or expiration of this Agreement or an Order Form shall be without prejudice to any other rights or remedies a Party may have under this Agreement, at law or in equity. For the avoidance of doubt, the termination or expiration of this Agreement or an Order Form shall not prejudice the right of G2 to recover any unpaid and outstanding Fees or other amounts otherwise due (including but not limited to any interest due) at the time of termination or expiration.
12.13 No Third Party Beneficiaries. The Parties do not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.
12.14 Feedback. Client grants to G2 and G2’s Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into G2 software and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client relating to the operation of the Services. G2 has the royalty-free right and license to analyze Client’s use of the Services to improve the Services and to provide value-added services that incorporate the results of such analyses, provided that any results shall be on an anonymous basis and no Personal Data shall be disclosed as a result of any such analysis.
12.15 Governing Law; Jurisdiction; Jury Trial. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without reference to its conflicts of law rules. It is agreed that any action, suit or proceeding arising out of or based upon this Agreement shall be brought in the United States District Court for the Southern District of New York or any court of the State of New York of competent jurisdiction located in such District. Service of any process by registered mail addressed to each Party at the respective address above shall be effective service of process against such Party for any suit, action or proceeding brought in any such court. Each Party (a) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Services in any New York State court or in any such Federal court; (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court; and (c) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF ANY SERVICE HEREUNDER.