Data. All data, which includes any personal information as that term is defined in the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199) (“Participant Data”) submitted by you or collected from your organization, whether on or through this website or otherwise, and other information collected from you for the purpose of providing access to the Services shall be securely stored on servers hosted within the United States. Your Participant Data shall not be disclosed in any circumstances except where required by law and will not be used by RecogNation for any purpose other than performing its obligations under this Agreement or as may otherwise be agreed to in writing by the Parties.
Security. RecogNation is committed to taking all appropriate legal, organizational, and technical measures to protect Participant Data and it will be secured from unauthorized access, use, disclosure, and loss using commercially acceptable security practices and technologies.
RecogNation shall implement appropriate technical and organizational measures such as pseudonymization and encryption of personal data; and shall ensure regular testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
RecogNation will only use the Participant Data as instructed by your organization and may disclose the Participant Data only to RecogNation’s employees, contractors, and sub-processors who have a need to know in order to perform agreed upon services. Upon investigation, if an actual breach of security involving Participant Data has been discovered, RecogNation will immediately notify your organization in writing.
Account. Your organization will provide your Participant Data to create an account and to access the RecogNation Services. Your organization will have access to update or modify your Participant Data as it changes. Upon logging in to your account, you will be considered a user of the account and will have access to the Services as per the role assigned to you by your organization. You are entirely responsible for maintaining the confidentiality of your password and account as well as for any and all activities that occur under your account. You agree to notify RecogNation immediately of any unauthorized use of your account or any other breach of security. RecogNation will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge so long as the security or data breach is not attributable to any fraud, negligence, security breach, or misconduct on part of RecogNation. However, you could be held liable for losses incurred by RecogNation or another party due to unauthorized use of your account.
Ownership. All software, services, processes, materials, ideas, concepts, tools, and methodologies used by RecogNation or other third parties are not considered works for hire and shall remain the exclusive property of RecogNation.
License. RecogNation hereby grants to you a limited, non-exclusive and royalty-free license to utilize the Services in accordance with the Terms.
Restrictions. You shall not rent, lease, sell, sublicense, assign, distribute, publish, transfer, reverse engineer, or otherwise make the Services available to any third party, except as expressly permitted by these Terms.
Indemnification. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless RecogNation and its respective officers, directors, employees, agents, successors, and assigns, from any and all losses, claims, damages, liabilities, direct costs and expenses (including reasonable attorneys’ fees) brought or asserted a third party (“Third Party Claims”) to the extent arising from or relating to any of the following: (a) personal injury, wrongful death, or property damage proximately caused by the negligence or intentional misconduct of the indemnitor; (b) the infringement by the indemnitor of a third party’s intellectual property rights; (c) the indemnitor’s breach of any representation, warranty, or other obligation under this Agreement; or (d) the indemnitor’s violation of applicable law.
Limitation of Liability. EXCEPT FOR BREACHES REGARDING CONFIDENTIALITY OR PERSONAL DATA, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN ADDITION, THE TOTAL LIABILITY OF RECOGNATION SHALL BE LIMITED TO 10 USD.
Severability. In the event that any provision of this Agreement is held to be illegal or otherwise unenforceable for any reason, such provision shall be severed from this Agreement to the extent of such illegality or unenforceability. The entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect.
Governing Law. This Agreement shall be governed by and interpreted in accordance with the Laws of the State of Michigan, without giving effect to any choice of Law or conflict of Laws rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of Michigan.
Survival. The provisions set forth in the Terms, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.