Updated: March 13, 2024

The terms “we,” “us,” and “our” refer to Ninety, LLC. and its subsidiaries and affiliates (collectively, “Ninety”). The term “Services” refers to our provision of our Software as a Service application (the “Platform”) pursuant to this Agreement (the “Agreement”). The terms “you” and “yours” refer to the individual or company registering for or using the Services offered by us on this website. This Agreement is effective between You and Ninety as of the date You accept this Agreement (the “Effective Date”).

This Agreement applies to Your use of all of the sites and Services owned or operated by US, for the benefit of Users, as defined herein (collectively, the “Site”). This agreement governs your acquisition and use of the services, as defined herein. capitalized terms have the definitions set forth herein. if you register for a free trial of the services, the applicable provisions of this agreement will also govern that free trial. by accepting this agreement, by (1) clicking a box indicating acceptance, (2) executing any order form that references this agreement, or (3) using the services, you agree to the terms of this agreement. If you are accepting this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this agreement, in which case the terms “You or Your” shall refer to such entity and its affiliates. If you do not have legal authority to bind this Agreement, or do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

1. DEFINITIONS

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Customer Data” means electronic data and information submitted by, on behalf, or for You to the Services.

Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

Personal Data” means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information and includes personal data as defined in the GDPR.

“Security Event” is an event where: (i) Your Personal Data in Ninety’s possession or control is accessed or received by an individual or entity not authorized to access or receive such information, (ii) there is a reasonable basis to believe that Your Personal Data in Ninety’s possession or control may have been accessed or received by an unauthorized individual or entity, (iii) an individual or entity authorized under this Agreement to use or access Your Personal Data is using, or reasonably suspected of using, Your Personal Data in a manner not authorized under this Agreement, or (iv) our Personal Data in Ninety’s possession or control is accessed (or there is a reasonable basis to believe may have been accessed) through the Platform in a manner or for a purpose not authorized under this Agreement or permitted under applicable laws or regulations.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use the Services, for whom You have purchased a subscription (or in the case of any services provided without charge, for whom a service has been provisioned).

2. GENERAL

2.1 Provision of the Services. Ninety hereby grants You a non-exclusive, non-transferable, limited right to access and use the Site and the Services for Your personal or Your internal commercial use only during the term of this Agreement. Ninety will (a) make the Services available to You pursuant to this Agreement, (b) provide applicable standard support for the Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime and (ii) any unavailability caused by circumstances beyond Ninety’s reasonable control, (d) provide the services contemplated hereunder in accordance with applicable laws and government regulations.

2.2 Term. Access to the Services is purchased as a subscription starting on the Effective Date until terminated in accordance with this Agreement.

2.3 Use of the Services. You (a) are responsible for Your and any User’s compliance with this Agreement, as may be updated from time to time (b) are responsible for the accuracy, quality and legality of Your Data, the means by which Your Data is acquired, use of Your Data with the Services, (c) must use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and must notify Ninety promptly of any such unauthorized access or use, (d) use the Services only in accordance with this Agreement, and (e) must comply with all applicable laws and regulations. Any use of the Services in breach of the foregoing by You or Users that in Ninety’s judgment threatens the security, integrity or availability of Ninety’s services, may result in Ninety’s immediate suspension of its services. User details may be updated within the Settings Page of the User’s account.

2.4 Usage Restrictions. You will not (a) make the Services available to anyone other than Yourself or Users, or use the Services for the benefit of anyone other than Yourself or Your Affiliates, (b) sell, resell, license, sublicense, distribute, rent or lease the Services,  (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) permit direct or indirect access to or use of the Services in a way that circumvents this Agreement, or use the Services to access, copy or use any of Ninety intellectual property except as permitted under this Agreement, (h) modify, copy, or create derivative works of the Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Services, other than framing on Your own intranets or otherwise for Your own internal business purposes or as may otherwise be permitted, (k) except to the extent permitted by applicable law, (1) disassemble, reverse engineer, or decompile the Services or access it to build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.

2.5 Third Party Sites: Our Site may contain links to websites of third parties. We provide these links as a convenience, but do not control or endorse the linked site or anything on it. You agree that any visits to linked sites are at your own risk and governed by their privacy notices, statements, or policies (if any).

3. FEES

3.1 Fees. You agree to pay all fees for services, inclusive of any taxes therein, provided to you pursuant to this Agreement. Fees are subscription based and not based on actual usage. All payment obligations are non- cancelable and fees paid are non-refundable. For clarity, Ninety is solely responsible for taxes assessable against it based on its income, property and employees.

3.2.  Payment. You will provide valid and updated credit card information and authorize Ninety to charge such credit card or ACH via a third party platform (e.g., Paddle or Stripe), for all payable Services for an initial subscription term and any renewal subscription term(s) until terminated. Such charges will be made on a recurring basis, monthly or annually. If Your agreement specifies that payment will be by a method other than a credit card, Ninety will invoice You in advance and otherwise in accordance with the relevant agreement. Invoiced fees are due (thirty) 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Ninety and notifying Ninety of any changes to such information.

3.3 Overdue Charges. If any payable amount is not received by Ninety when due, then without limiting Ninety’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

3.4 Suspension of Service and Acceleration. If any charge owed by You under this or any other agreement for services is overdue, Ninety may suspend services until such amounts are paid in full.

3.5 Users may remove their credit card at any time in order to stop payment for the next billing cycle. 

4. PROPRIETARY RIGHTS AND LICENSES

4.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Ninety, its Affiliates, its licensors  reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

4.2 License by You to Ninety.  You grant Ninety, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display Your Data to provide the services contemplated hereunder. Subject to the limited license granted herein, Ninety  acquires no right, title or interest from Your or its licensors under this Agreement in or to Your Data.

4.3 License by You to Use Feedback. You grant to Ninety and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Ninety’s or its Affiliates’ services.

5. CONFIDENTIALITY

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Your Data; Confidential Information of Ninety includes the Services and the Services, and the terms and conditions of this Agreement. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Ninety services.

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6. TERMINATION AND REMEDIES

Without limiting other rights or remedies set forth in this Agreement or as otherwise available by law or in equity, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to this website and the Services, in whole or in part: (a) if you breach this Agreement; (b) if we are unable to verify or authenticate any information you provide to us, should we elect to engage in such verification; or (c) if we believe, in our sole discretion, that your actions may cause legal liability for you, other users, us or third parties.

7. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NINETY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WITH RESPECT TO THE SERVICES, THIRD PARTY WORK PROVIDED HEREUNDER, OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN. ALL SERVICES SOLD, LICENSED OR PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE PERFORMANCE OF THE SERVICES WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON NINETY. YOU ACKNOWLEDGE AND AGREE THAT NINETY SHALL NOT BE LIABLE FOR ANY ERROR, OMISSIONS, DEFECT, DEFICIENCY OR NONCONFORMITY IN THE SERVICES. THE SERVICES HEREUNDER ARE PROVIDED: (1) WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; AND (2) WITHOUT ANY ASSURANCE, OR WARRANTY, CONDITION OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; LACK OF: NEGLIGENCE, INTERRUPTION, VIRUSES OR OF OTHER HARMFUL CODE, COMPONENTS OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT SUCH AS (WITHOUT LIMITATION) WHETHER SOFTWARE OR OTHER CONTENT IS SUBJECT TO ANY PARTICULAR LICENSE, OR WHETHER IT IS SUBJECT TO ANY RESTRICTIONS OR CONSEQUENCES THAT MIGHT BE TRIGGERED BY ANY EXERCISE OF A RIGHT GRANTED UNDER THESE TERMS. ALSO, THERE IS NO WARRANTY BY US OR THIRD PARTIES OF TITLE OR AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT OF ANY ASPECT OF THE COMPLETE SITE. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING (WITHOUT LIMITATION) TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS AS SPECIFIED HERE AND, TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY

TO THE FULL EXTENT ALLOWED BY LAW, YOU AGREE THAT NEITHER NINETY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGE OR OTHER SIMILAR TYPE OF DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF REPUTATION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITIES OR SOFTWARE ERROR, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES OR COSTS RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF NINETY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE THAT ARISE OUT OF OR ARE RELATED TO ANY ASPECT OF THE COMPLETE SITE OR TO ANY BREACH OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, THE PRIVACY POLICY), EVEN IF NINETYU OR A THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCTS LIABILITY OR MISREPRESENTATION.

YOU AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF THESE TERMS (INCLUDING WITHOUT LIMITATION, THE PRIVACY POLICY) AND FOR ANY AGGREGATE DAMAGES DUE TO YOU (OR OTHERS RELATED TO YOU) BY US OR ANY OF THE THIRD PARTIES FOR ANY REASON RELATING TO ANY PART OF THE SERVICES, WILL BE AT OUR OPTION: (A) SUBSTITUTION, CORRECTION OR REPLACEMENT OF ALL OR PART OF THE SERVICES CAUSING YOUR DAMAGE (IF ANY); OR (B) ONE-HUNDRED USD (US $100). THE DAMAGE EXCLUSIONS AND LIMITATIONS IN THESE TERMS ARE INDEPENDENT AND WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, NINETY SHALL NOT BE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT YOU MAY SUFFER AS A RESULT OF YOUR FAILURE TO COMPLY WITH THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY AS SPECIFIED IN THIS AND, TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

9. INDEMNIFICATION

You agree to indemnify, defend and hold Us, Our subsidiaries and Affiliates and each of Our respective officers, directors, agents, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost and expense, including reasonable attorneys’ fees, related to or arising out of (i) Your breach of this Agreement, including breach of any warranty, representation or other obligation set forth herein; (ii) Your Data or use of Your Data, (iii) your negligence or willful misconduct; (iv) your violation or alleged violation of any law, regulation or right of any third party (including violating third party intellectual property rights); (v) any dispute or action between you and any third party, including parties selling or advertising goods or Services on this website; and (vi) your use of the Site or Services. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our consent in a non-electronic record. The above defense and indemnification obligations do not apply to the extent a claim against Ninety arises from Ninety’s breach of this Agreement.

10. GOVERNING LAW; JURISDICTION AND VENUE

This Agreement shall be governed and interpreted in accordance with the laws of the State of Georgia without regard to its conflicts of laws principles. Contracts shall not apply to or govern this Agreement. You consent to the exclusive jurisdiction and venue of the state and federal courts in Atlanta, Georgia, U.S.A., and you irrevocably commit to the jurisdiction and venue of said courts and waive any right to object thereto. The parties further agree that this Agreement shall be deemed to have been entered into, executed and performed for all purposes within the State of Georgia.

11. PRIVACY AND DATA PROTECTION

11.1 Privacy Policy. Please refer to Our Privacy Policy, which describes our practices and policies related to the collection, use, and storage of personal data. Do not provide personal data about others unless you are authorized or required to do so by contract or applicable law. You may provide personal data on behalf of another person or entity if You have provided them with a copy of Our Privacy Policy and any applicable supplemental privacy notice and obtained their explicit consent. Ninety shall use Your Data only to provide, maintain, and improve the Services, and in accordance with applicable laws. Your Data, including any Personal Information therein, may be stored and processed in the United States. We may ask you to provide evidence of that notice and consent. Our current Privacy Policy is available here, as may be amended from time to time, and is incorporated into this Agreement by reference.

11.2 Protection of Personal Data. Ninety will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data that is stored in Our servers from unauthorized access and accidental loss or modification. However, We cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such Personal Data for improper purposes. You acknowledge that if you provide Personal Data to Ninety, you do so at your own risk. We recommend that you review our Privacy Policy, which will help you understand how we collect, use and safeguard the Personal Data you may provide to us. Ninety is responsible for protecting the security of Personal Data in its possession and will maintain commercially reasonable and appropriate administrative, technical, and physical procedures to protect the Personal Data Ninety may provide, suggest or mandate security procedures and controls intended to reduce the risk to You of fraud or security breaches (“Security Controls”). These Security Controls may include processes or applications that are developed by Ninety or by third parties, including but not limited to providing two-factor authentication for users logging into their Ninety account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us.

11.3 Your Personal Data. If Your use of the Services requires or will likely result in the provision of Personal Data directly to Ninety, You agree to obtain all necessary consents and authorizations from the applicable users to provide such Personal Data to Ninety. You will also take steps to ensure that such users are aware of this processing and disclosure in such cases, including by adding a statement to this effect in your privacy policy. Ninety will treat Personal Data obtained from you through Your use of the Services in accordance with Niney’s then-current Privacy Policy. Unless otherwise required by applicable law or agreement with the applicable user to retain such data, if a user revokes the authorization previously granted to You, you must ensure that all Personal Data pertaining to that user is deleted from the Platform. You agree to process and use Personal Data in a manner consistent with all applicable data protection and privacy laws. If for any reason you are unable to comply with any privacy requirement hereunder you must promptly inform Ninety and take reasonable and appropriate steps to remedy any non-compliance, or cease your access to the Services and use of all Personal Data.

11.4 Without limiting any obligation of Ninety herein, if at any time Ninety discovers or otherwise becomes aware of any Security Event that impacts the You, Ninety will: (i) immediately notify You of such Security Event and furnish Your with the full details of such Security Event; and (ii) cooperate with Your in any effort, action, or proceeding to protect the Your Persona, Data and to mitigate and/or remediate the impact of the Security Event, as such may be required by applicable laws or regulations, including breach notification laws.

12. MISCELLANEOUS

12.1 Entire Agreement and Modification. This Agreement is the entire agreement between You and Ninety regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. This Agreement may be amended from time to time solely by Ninety.

12.2 Waiver/Severability. If any provision of the Entire Agreement is found unlawful, void or for any reason unenforceable, then that provision will be considered severable from the remaining Agreement, and will not affect the validity and enforceability of the remaining provisions. The foregoing does not impair the enforceability of additional agreements you enter into. Ninety’s failure to act with respect to a breach by you does not waive Ninety’s right to act with respect to subsequent or similar breaches.

12.3 Notices. We shall use your contact details that we have in our records, in connection with providing you notices. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Site, shall be provided as follows: By posting on the Site, text, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to info@ninety.io.

12.4 Email Notifications. As part of the Services, Ninety may send reminders, alerts (further referred to as ‘notifications’).

12.5 Export Compliance. The Services, the Services, other Ninety technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not on any U.S. government denied-party list. You will not permit any User to access or use any part of the Services  in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time or in violation of any U.S. export law or regulation.

12.6 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.

12.7 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.8 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

12.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.10 Surviving Provisions. Sections 4, 5, 7, 8, 9, and 12  will survive any termination or expiration of this Agreement. Section 11 will survive any termination or expiration of this Agreement for so long as Ninety retains possession of Your Data containing personal data. Any inquiries concerning this Agreement should be directed to info@ninety.io.