X12 WEBSITE TERMS OF USE

These Terms of Use (“Terms”) are a legal contract between you (“you”) and X12 Incorporated (“X12”, "us", "our" or "we") and govern your use of all the text, data, information, software, graphics, videos, audio, photographs and other materials (collectively referred to as “Materials”) that we and our affiliates may make available to you through any area of the x12.org site (“Site”), and any services we may provide through the Site (the “Services” and, collectively with the Site and Materials the “Platform”).

READ THESE TERMS CAREFULLY BEFORE BROWSING THE SITE OR OTHERWISE USING THE PLATFORM. USING THE SITE AND/OR AND MATERIALS OR SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE PLATFORM OR ANY PART THEREOF IF YOU DO NOT ACCEPT THESE TERMS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH X12. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

CHANGES.

We may alter the Materials and Services we offer you and/or may choose to modify, suspend or discontinue any part or all of the Platform at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. We will inform you of any modifications to these Terms by posting the modified terms of use on the Site and, if you have registered for an account with us (as described below), by describing the modifications to these Terms in an email that we will send to the address associated with your account in our records.

If you object to any such modifications, your sole recourse shall be to cease using the Platform. Continued use of the Platform following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded or supplemented by expressly designated legal notices or terms located on particular pages of the Site or on the sites of our partners. Such expressly designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

GENERAL USE.

By using the Platform, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the Platform with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Platform and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.

Subject to your compliance with the terms and conditions of these Terms and any applicable Ancillary Agreement (as defined below), X12 herby grants you a limited, non-exclusive, non-transferable right to access and use the Platform solely for your personal, non-commercial use and for any additional purposes set forth in your applicable Ancillary Agreement. Unless otherwise set forth in your applicable Ancillary Agreement, you may not distribute, publicly display, publicly perform or otherwise use the Materials outside the Platform and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Materials in any manner. You shall not, directly or indirectly, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Platform; (b) modify, translate, or create derivative works based on any element of the Platform; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Platform; (d) use the Platform for timesharing purposes or otherwise for the benefit of any person or entity; (e) remove any proprietary notices from Materials; (f) use the Platform for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Platform; or (h) attempt to gain unauthorized access to the Platform, its related systems or networks, or to any Materials.

If you breach any of these Terms, the above license will terminate automatically and you must immediately cease all use of the Platform and, unless prohibited by applicable law, destroy any downloaded or printed Materials (and any copies thereof).

USING THE PLATFORM.

You need not register with us to simply visit and view the Site. However, in order to access certain password-restricted areas of the Platform and to use certain Services you must successfully register an account with us. For so long as you use the account, you agree to provide true, accurate, current, and complete information, and to keep such information updated, which can be accomplished by logging into your account and making relevant changes directly.

It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Platform as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s). Unless expressly permitted in writing by X12, you may not sell, rent, lease, share, or provide access to your account to anyone else. Should you believe your password or security for the Platform has been breached in any way, you must immediately notify us.

You are responsible for complying with these Terms and the terms of any applicable separate licensing agreement you have with us (each, an “Ancillary Agreement”) when you access and use the Platform. In the event of a conflict between these Terms and the terms of any applicable Ancillary Agreement, the terms of the Ancillary Agreement shall control with respect to such conflicting term.

PURCHASES, PAYMENTS AND PRICING.

Certain areas of the Platform may permit you to make purchases from X12 and/or Washington Publishing Company, including but not limited to purchases of X12 memberships and subscriptions to access and use our standards and other Materials and services. You agree to pay the price applicable for each product or service you order and you agree to pay all applicable fees, including but not limited to license fees, and taxes related to your purchases and your use of the Platform. We may limit, suspend or terminate your account and/or access to certain Services if your payment is late and/or your credit card cannot be processed.[CS1] By providing your credit card or other payment information, you expressly authorize us and/or our third party payment processor to charge the applicable fees and charges to that payment method. Except as set forth herein, all payments are non-refundable.

All products and services listed on the Platform, their descriptions, and their prices are each subject to change. We reserve the right, at any time, to modify, suspend, or discontinue the sale of any product or service with or without notice. Although we make every effort to maintain the accuracy of information maintained on the Site, including pricing information and product details, occasionally pricing or other information errors may occur on the Site. In the event that any product is listed at an incorrect price or with other incorrect information, we reserve the right, prior to the acceptance of your order, to decline or cancel any such orders, whether or not the order has been confirmed and/or your credit card charged.

We reserve the right to refuse or cancel any orders for any reason (including for pricing errors as noted above), whether or not we have confirmed your order. If your payment method has already been charged for the purchase and we cancel your order, we will issue a credit to your payment method in the amount charged. You agree that, if we cancel all or a part of your order, your sole and exclusive remedy is either that (a) we will issue a credit to your payment method in the amount charged for the cancelled portion (if your payment method has already been charged for the order) or (b) we will not charge your payment method for the cancelled portion of the order.

ELECTRONIC COMMUNICATIONS.

By using the Platform (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message) and from other users of the Platform. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Platform. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.

PRIVACY POLICY.

We respect the information that you provide to us and want to be sure you fully understand how we use that information. So, please review our Privacy Policy (“Privacy Policy”) https://x12.org/privacy-policy, which explains how we use such information.

LINKS TO THIRD-PARTY SITES.

We think links are convenient, and we sometimes provide links on the Platform to third-party websites. If you use these links, you will leave our Platform. We are not obligated to review any third-party websites that you link to from the Platform, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated on the Platform, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.

YOU AGREE THAT X12 WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Platform to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply X12's endorsement or recommendation.

USER PROVIDED CONTENT.

Certain areas of the Platform may permit you to upload or submit information, images, video, data, text, messages, or other materials (each, a "User Submission"). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.

By submitting any User Submission, you represent, warrant and covenant that:

• You own all rights in your User Submission (including, without limitation, all rights to the reproduction and display of your User Submission) or, alternatively, you have acquired all necessary rights in your User Submission to enable you to grant to us the rights in your User Submission as described in these Terms;
• You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submission;
• Your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
• You voluntarily agree to waive all "moral rights" that you may have in your User Submission;
• Any information contained in your User Submissions is not known by you to be false, inaccurate, or misleading;
• Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
• Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
• You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
• Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
• Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
• Your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
• Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

By providing User Submissions, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

• Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
• Use (and permit others to use) your User Submissions in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submissions or any modification thereto, in whole or in part, into any technology, product, or service);
• Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.

We may, but are not obligated to, pre-screen User Submissions or monitor any area of the Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the Platform and may remove at any time or refuse, disallow or block any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submissions to any third party absent any obligation of confidence on the part of the recipient.

UNAUTHORIZED ACTIVITIES.

To be clear, unless otherwise agreed to in an Ancillary Agreement, we authorize your use of the Platform only for individual, consumer purposes (“Permitted Purposes”). Any other use of the Platform beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Platform. This is because as between you and X12, all rights in the Platform remain our property.

Unauthorized use of the Platform may result in violation of various United States and international laws. Unless you have written permission from us stating otherwise, you are not authorized to use the Platform or any portion thereof in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

• for any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment;

• in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Platform;

• in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;

• to stalk, harass, or harm another individual;

• to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

• in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;

• in a manner that infringes any copyright, trademark or other intellectual property or privacy rights of any other person;

• to deep-link to any portion of the Platform for any purpose;

• in connection with any artificial intelligence or machine learning tool or model, including as (i) inputs or prompts to, or to otherwise ground or influence, a machine learning or artificial intelligence tool or model or outputs therefrom or (ii) to train, fine-tune, or otherwise modify the weights, algorithms, or other parameters of any machine learning or artificial intelligence model tool or model;

• to interfere with or disrupt the Platform or servers or networks connected to the Platform;

• to harvest or collect email addresses or other contact information of other users of the Platform;

• to use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform;

• violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures used to prevent or limit access to the Platform; or

• to attempt to circumvent any content filtering techniques we employ or to gain unauthorized access to any portion of the Platform or any other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.

You agree to indemnify and hold X12 and its officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, your violation of these Terms or your violation of any rights of another. You alone are responsible for any violation of these Terms by you or by anyone using your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

PROPRIETARY RIGHTS.

The trademarks, service marks, and logos of X12 (“Our Trademarks”) used and displayed on various parts of the Platform are registered and unregistered trademarks or service marks of X12. Other company, product, and service names located on our platforms may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.

Unless otherwise specified in these Terms, we or our suppliers and licensors own all intellectual property and other right, title, and interest in and to the Platform and all Materials therein, including the arrangement of such Materials on the Platform. Except as expressly authorized under these Terms, the applicable Ancillary Agreement, or otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, display, or publication of any Materials (in whole or in part) is strictly prohibited without our express written consent or the express written consent of the applicable copyright owner. All rights not expressly granted herein are reserved.

INTELLECTUAL PROPERTY INFRINGEMENT.

We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions that violates intellectual property rights of others, suspending access to the Platform (or any portion thereof) to any user who uses the Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Platform in violation of someone’s intellectual property rights.

Submitting a Digital Millennium Copyright Act (“DMCA”) Take-Down Notification

Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Platform, please provide written notice to our agent for notice of claims of infringement:

X12 Designated Agent
Washington Publishing Company
2107 Elliott Ave Ste 305
Seattle, WA 98121
admin@wpc-edi.com

To be sure the matter is handled in a timely manner, your written DMCA take-down notice must:

• Contain your physical or electronic signature;

• Identify the copyrighted work or other intellectual property alleged to have been infringed;

• Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;

• Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);

• Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;

• Contain a statement that the information in the written notice is accurate; and

• Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:

1. Your physical or electronic signature;

2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

We reserve the right, in our sole discretion, to terminate the account or access of any user of the Platform who is the subject of repeated DMCA or other infringement notifications.

DISCLAIMER OF WARRANTIES.

THE SITE, MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS", AND THE ENTIRE RISK AS TO THEIR USE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE, MATERIALS AND SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE, MATERIALS AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, MATERIALS AND SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

LIMITATION OF LIABILITY.

YOU ARE USING THE SITE, MATERIALS AND SERVICES AT YOUR SOLE RISK. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE PLATFORM OR YOUR USE OF OUR SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. WE SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED COPYING, USE, OR DISTRIBUTION OF USER CONTENT BY THIRD PARTIES.

LOCAL LAWS; EXPORT CONTROL.

We control and operate the Platform and provide the Services from our headquarters in the United States of America and the entirety of the Platform may not be appropriate or available for use in other locations. If you use the Platform (or any portion thereof) outside the United States of America, you are solely responsible for following applicable local laws.

FEEDBACK.

Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever (e.g., call, letter, fax, email), including but not limited to information or content submitted via our feedback form, maintenance requests and/or requests for interpretation, will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable or copyrightable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products, content, and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

TERMINATION.

To the fullest extent permitted by applicable law, X12 reserves the right, without notice and in our sole discretion, to terminate your license to use the Platform (including your ability to post User Submissions or access Standards) and to block or prevent your future access to and use of the Platform, including but not limited to where we reasonably consider that: (a) your use of the Platform violates these Terms or applicable law; (b) you fraudulently use or misuse the Platform; or (c) we are unable to continue providing the Platform to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the Platform (ii) any term of these Terms; (iii) any policy or practice of X12, or (iv) any content or information transmitted through the Platform, is to terminate your account and to discontinue use of any and all parts of the Platform.

DISPUTE RESOLUTION AND ARBITRATION; MASS ARBITRATION; CLASS ACTION WAIVER.

This section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act, and you and X12 each agree that this section is intended to satisfy the “writing” requirement of the Federal Arbitration Act.

THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE-DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS-ACTION AND JURY TRIAL WAIVER.

To the fullest extent permitted by law, by using the Platform, you and X12 agree that if a dispute arises between you and X12 relating in any way to the Platform or your use thereof, including common law or statutory claims, the dispute will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND X12 HAVE AGAINST EACH OTHER ARE RESOLVED. You and X12 agree that any and all disputes or claims that have arisen or may arise between you and X12 in connection with the Platform, including any products or services offered or sold on the Platform and your use of the Platform, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

Opt-out

You may elect to opt-out (exclude yourself) from the pre-arbitration dispute resolution, final, binding arbitration procedure, mass arbitration procedure, and waiver of class and representative proceedings specified in these Terms by sending a written letter to X12 at 1405 S Fern St #92957, Arlington, Virginia 22202 (the “Notice Address”), within thirty (30) calendar days of your initial agreement to these Terms. The letter must be signed personally by you or your legal guardian and specify: (1) your first and last name; (2) your mailing address; (3) your email address; and (4) your request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms shall continue to apply.

Pre-Arbitration Dispute Resolution

You and X12 agree that whenever you or X12 have a disagreement (“Dispute”) with the other arising out of, connected to, or in any way related to the Platform that is subject to the arbitration provision herein, you and X12 will first send a written notice to the other party (a “Demand”). You and X12 agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the Notice Address. X12 must send the Demand to you via certified mail to the most recent address X12 has on file for you (or by email if X12 only has an email address for you on file). A Demand (1) shall seek to resolve a Dispute only on an individual basis; (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for X12 by its authorized representative (and not only their counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and X12 will personally attend (with counsel, if represented). You and X12 agree that you and X12 will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve Disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

Arbitration Procedure

If the Dispute stated in the Demand is not resolved to your or X12’s satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with JAMS. The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including the JAMS's Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The JAMS’s rules and a form for initiating arbitration proceedings are available on the JAMS’s website at: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable, except that a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the Pre-Arbitration Dispute Resolution requirements set forth above have not been met.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or X12 may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Virginia, including recognized principles of equity, and will honor all claims of privilege recognized by law.

The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules.

Class Action Waiver

You and X12 agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and X12 agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person’s or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect any other person or party. You and X12 further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and X12 in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS.

Mass Arbitration

If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against X12, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules”) available at https://www.namadr.com/resourc...), you and X12 agree that JAMS shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. The parties agree to the appointment of a Procedural Arbitrator pursuant to NAM’s Mass Filing Rules, and additionally agree that the Procedural Arbitrator will have the authority to determine jurisdiction and arbitrability including, but not limited to, any issue regarding the validity, existence, formation or scope of the agreement under which Arbitration is being sought, and the proper parties to the Arbitration. You agree that throughout this process, the parties’ counsels shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that your election to participate in a Mass Filing may result in a delay in the adjudication of your dispute with X12. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.

Stage One: Counsel for the claimants and counsel for X12 shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and X12 will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for X12 shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and X12 will pay the mediator’s fee.

If your claim is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage Two or the elective mediation associated with Stage Two. We may opt your claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsels for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 100, then 100 claims shall be randomly selected (or selected through a process agreed to by counsels for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 100, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 100 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsels for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

You and X12 agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and X12 acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim will proceed before JAMS pursuant to the JAMS Mass Arbitration Procedures and Guidelines (available at https://www.jamsadr.com/mass-arbitration-procedures). If a court of competent jurisdiction also determines that the JAMS Mass Arbitration Procedures and Guidelines are not enforceable as to your Claim, then the remaining Claims shall be subject to Option One or Option Two above as selected by you or us.

In the event of an exercise of an opt out of, or any exception to, the binding arbitration as provided above, all such Disputes or litigation shall be exclusively brought in the applicable state or federal courts in Virginia. You agree and consent to waive all defenses of lack of personal jurisdiction and forum non conveniens (i.e., inconvenient forum) with respect to venue and jurisdiction in the state and federal courts in Virginia. You consent to exclusive jurisdiction and venue in these courts.

GENERAL.

We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Platform without prior notice to you. The Federal Arbitration Act, Virginia state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Platform shall be exclusively brought in the applicable state or federal courts in Virginia. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and X12 and supersede all prior or contemporaneous negotiations, discussions or agreements between you and X12 about the Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

CALIFORNIA CONSUMER NOTICE.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Platform is provided by X12 Incorporated, 1405 S Fern St #92957, Arlington, Virginia 22202. If you have a question or complaint regarding the Platform, please contact Customer Service at info@x12.org. You may also contact us by writing 1405 S Fern St #92957, Arlington, Virginia 22202. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

CONTACT US.

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@x12.org.

X12, Inc.

Privacy Policy

Effective Date: January 1, 2025.  Last Updated: January 1, 2025

X12, Inc., its brands, affiliates, subsidiaries, and publisher (“X12”,” “we,” “our,” or “us”) values your privacy. X12 develops and maintains business-to-business data exchange standards designed to streamline and facilitate consistent electronic interchange of business transactions and is primarily a business-to-business entity servicing various industries and organizations globally.

This Privacy Policy (“Policy”) describes how X12 collects, uses, discloses, and otherwise processes personal information described in this Policy, as well as the rights and choices individuals have regarding such personal information. For additional information about the privacy choices you have regarding your personal information, please review the Your Privacy Choices section below.

By using our Services (as defined below), you agree that your personal information will be handled as described in this Policy. Your use of our Services and any dispute over privacy, is subject to this Policy and our Terms and Conditions, available on the X12 website, including their applicable terms governing limitations on damages and the resolution of disputes.

Table of Contents

1. Scope
2. Personal Information Collected
3. Purposes for Collecting and Processing Personal Information
4. Disclosures of Personal Information
5. Cookies and Other Tracking Mechanisms
6. Your Privacy Choices
7. External Links and Features
8. Children’s Privacy
9. Security
10. Changes to this Policy
11. Contact Us

Scope

Except as otherwise described below, this Policy applies to our personal information processing activities including, but not limited to: visitors of our website where this Policy is posted, including www.x12.org (the “Site”); individuals who sign up for our services, or submit applications to access and use certain features of our services; individuals who register for or participate in our events, surveys, research, or promotions conducted or sponsored by us; individuals who subscribe to receive news, information, and marketing communications and other materials from us; current, former, and prospective business partners, and service providers; and individuals who communicate or otherwise interact or engage with us or the services available through our Site or other online services (collectively referred to as the “Services”).

Personal Information Collected

We collect personal information directly from you, from third-party sources, and automatically through your use of the Services. To the extent permitted by applicable law, we may combine the personal information we collect from publicly available or third-party sources.

Personal Information Collected Directly. While the personal information we collect varies depending upon your use of our Services and our interactions with you, in general, we may collect the following personal information directly from you:

• Contact Information. When you contact us, including if you send us a message or sign up to learn more about our Services, we may collect your name, email address, phone number, or other similar identifiers, as well as your message, the nature of your inquiry, and any other information you so choose to provide.
• Application and Profile Information. When you submit an application to access and use certain features we offer, or to create an account and profile with us, we may collect your name, address, email address, phone number, contact information and identifiers related to your primary representative, your business industry, sector, and other business-related identifying information, as well as any other information that you otherwise submit in connection with the application and/or your account.
• Billing Details. In some circumstances, we and our third-party providers may collect information such as payment type, payment card details, billing information, shipping address, purchasing information, and any other information necessary for facilitating our Services.
• Communications and Interactions. When you email, call, or otherwise communicate or interact with us, including if you sign up for our mailing lists, complete forms on our Site, interact with our social media pages, or otherwise engage with us or our sponsored content, we may collect and maintain records of your contact details, communications and interactions, and our responses, if applicable.
• Responses and Feedback. If you provide us with feedback, or participate in surveys, questionnaires, or research activities or initiatives conducted by or for us, such as for market research, user satisfaction, or other similar purposes, we may collect your responses and feedback, and any other information you choose to provide.
• Events and Registration Details. We also may collect personal information related to your participation in our events, as well as other requests that you submit to us related to such events and our Services. For example, if you register for or attend an event that we host or sponsor, we may collect information related to your registration for and participation in such event.
• Preferences and Other Requests. We also may collect information about your preferences, including communications preferences, preferences related to your use of our Services, and any other preferences or requests you provide when interacting with us.
• Business Development Information. To assess and pursue potential business opportunities, we may collect and receive personal information about current, former, and prospective business partners, and vendors and service providers, including contact information and other similar identifiers, company and professional-related information, and communications records.

Personal Information Collected from Third Parties. We may also collect and receive certain personal information about you from third party sources, such as business partners, data analytics and marketing providers, operating systems and social media platforms, public databases, customers, and service providers or other third parties who provide services or perform functions on our behalf. For example, we may collect your name, contact details, and other similar information from other users during the application process if you are listed as a primary representative. In addition, we may collect the following information from third-party sources:

• Social Media Information. While using our Services, you may enable or interact with certain social media sharing features. You should check your privacy settings on each social media platform that you connect to our Services to better understand how your personal information may be used, disclosed, or otherwise processed by these platforms.
• Lead and Prospect Information. We may receive lead and prospect information from third parties about prospective customers that may be interested in our Services. We may also engage with third parties to enhance or update our customer information. For example, we may receive certain personal information about you from data analytics and marketing providers for marketing and advertising purposes, and for purposes of reaching new customers.

Personal Information Collected Automatically. We may automatically collect or derive personal information about you related to your use of our Services, including through the use of cookies, pixel tags, and other similar technologies. The personal information we may automatically collect includes:

• Device and Browsing Information. When you use our Services, we may collect browser type, domain name, page views, access times, date/time stamps, operating system, language, device type, unique ID, Internet service provider, referring and exiting URLs, clickstream data, and other similar device and browsing information.
• Activities and Usage. We also may collect activity information related to your use of the Services, such as information about the links clicked, searches, features used, items viewed, time spent within the Services, your interactions with us within the Services, and other similar activity and usage information.
• Location Information. We also may collect or derive general location information about you, such as through your IP address. Additionally, with your permission, we may collect geolocation information from your device. You may turn off location data sharing through your device settings.

For more information about our use of cookies and other similar technologies, please see the Cookies and Other Tracking Mechanisms section below.

Purposes for Collecting and Processing Personal Information

Generally, we may collect, use, disclose and otherwise process the personal information we collect for the following purposes:

• Services and Support. To provide and operate our Services, manage your application, communicate with you about your use of the Services, provide troubleshooting and technical support, and for similar support purposes, and to otherwise run our day-to-day operations.
• Analytics and Improvement. To better understand how users access and use the Services, and for other research and analytical purposes, such as to evaluate and improve the Site, our Services, and business operations, including to develop our Services and its features, and for internal quality control and training purposes.
• Communication. To respond to your questions and inquiries, fulfill your requests, send you requested materials and newsletters, as well as information and materials regarding our Services and our offerings. We may also use this information to send administrative information to you, for example, information regarding the Services and changes to our terms, conditions, and policies.
• Customization and Personalization. To tailor content we may send or display on the Services, including to offer location customization and to otherwise personalize your experiences and offerings.
• Marketing and Advertising. For marketing, advertising, and promotional purposes. For example, to send you promotional information about our Services, the features you use, including information about sales, discounts, and new offerings, as well any other information that you sign up to receive.
• Research and Surveys. To seek your feedback, and administer surveys and questionnaires, such as for market research or user satisfaction purposes.
• Insight Development and Data Enhancement. We may combine personal information collected through the Services with other information that we or third parties collect about you in other contexts for insight development and data enhancement purposes.
• Planning and Managing Events. For event planning and other management-related purposes, such as event registration and attendance, connecting you with other attendees, and contacting you about other relevant events, conferences, or webinars we host or sponsor.
• Security and Protection of Rights. To protect the Services and our business operations, our rights and those of our stakeholders and investors, to prevent and detect fraud, unauthorized activities and access, and other misuse of our Site and Services, including where we believe necessary to investigate, prevent or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety or legal rights of any person or third party, or violations of our Terms and Conditions.
• Compliance and Legal Process. To comply with applicable legal or regulatory obligations, including as part of a judicial proceeding, to respond to a subpoena, warrant, court order, or other legal process, or as part of an investigation or request, whether formal or informal, from law enforcement or a governmental authority.
• Auditing, Reporting, and Other Internal Operations. To conduct financial, tax and accounting audits, audits and assessments of our operations, including our privacy, security and financial controls, as well as for risk and compliance purposes. We may also use personal information to maintain appropriate business records and enforce our policies and procedures.
• General Business and Operational Support. To assess and implement mergers, acquisitions, reorganizations, bankruptcies, and other business transactions such as financings, and to administer our business, accounting, auditing, compliance, recordkeeping, and legal functions.

Disclosures of Personal Information

We may disclose the personal information we collect for the purposes described above with the following recipients and in the following circumstances:

• Affiliates and Subsidiaries. We may disclose the personal information we collect to our corporate affiliates and subsidiaries.
• Business Partners. In some circumstances, X12 may partner with other businesses to offer its Services, including to facilitate certain programs or offerings, and we may disclose personal information to those business partners.
• Vendors and Services Providers. We may disclose the personal information we collect to vendors and service providers who perform functions on our behalf, such as IT and website hosting, payment processors, product shipment and order fulfillment facilitators, marketing and marketing research providers, customer support, data storage, data analytics providers, auditors, consultants, and legal counsel.
• Third Party Marketing and Analytics Providers. We may also disclose your personal information, such as device and browsing, and activities and usage information, and other similar information, to third party marketing and data analytics providers, and other companies who provide marketing, advertising, campaign management, or analytics services on our behalf.
• In Support of Business Transfers. If we or our affiliates are or may be acquired by, merged with, or invested in by another company, or if any of our assets are or may be transferred to another company, whether as part of a bankruptcy or insolvency proceeding or otherwise, we may disclose or transfer the personal information we have collected from you with or to the other company in accordance with applicable laws. We may also disclose certain personal information as necessary prior to the completion of such a transaction or other corporate transaction such as a financing or restructuring, to lenders, auditors, and third-party advisors, including attorneys and consultants.
• Compliance and Legal Obligations. We may also disclose personal information to third parties to the extent required by applicable law and legal obligations. For example, we may disclose information in response to subpoenas, court orders, and other lawful requests by regulators, government entities, and law enforcement, including responding to national security or law enforcement disclosure requirements, or as otherwise required by law or legal process. In addition, we may disclose the names of sweepstakes and contests winners in accordance with applicable law.
• Security and Protection of Rights. Where we believe doing so is necessary to protect the Services, our rights and property, or the rights, property, and safety of others. For example, we may disclose personal information to (i) prevent, detect, investigate, and respond to fraud, unauthorized activities and access, illegal activities, and misuse of the Services, (ii) situations involving potential threats to the health, safety, or legal rights of any person or third party, or (iii) enforce, detect, investigate, and take action in response to violations of our Terms and Conditions. We may also disclose personal information related to litigation and other legal claims or proceedings in which we are involved, as well as for our internal accounting, auditing, compliance, recordkeeping, and legal functions.
• Aggregate and/or Deidentified Data. Notwithstanding anything else described in this Policy, we may use and disclose aggregate, deidentified, and other non-identifiable data related to our business and the Services with third parties for quality control, analytics, research, development, and other purposes.
• Other Disclosures. We may disclose personal information in other ways not described above that we notify you of or that we obtain your consent for, or that are otherwise authorized or required by law.

Cookies and Other Tracking Mechanisms

We and our third-party providers and service providers use cookies, pixels, local storage objects, log files, and other mechanisms to automatically collect browsing, activity, device, and similar information within our Services. We use this information to, for example, analyze and understand how users access, use, and interact with our Services, to identify and resolve bugs and errors in our Services, to assess secure, protect, optimize and improve the performance of our Services, as well as for marketing and analytics purposes, and to personalize content in our Services. To manage your preferences regarding cookies and other similar tracking mechanisms within our Services, please see Your Privacy Choices below.

Cookies. Cookies are alphanumeric identifiers we transfer to your device’s hard drive through your web browser for record-keeping purposes. Some cookies allow us to make it easier for you to navigate our Services, while others are used to enable a faster log-in process, support the security and performance of the Services, or allow us to track activity and usage data within the Services.

Pixel Tags. Pixel tags (sometime called web beacons or clear GIFs) are tiny graphics with a unique identifier, similar in function to cookies. While cookies are stored locally on your device, pixel tags are embedded invisibly within web pages and online content. We may use these, in connection with our Services to, among other things, track the activities of users, and help us manage content and compile usage statistics. We may also use these in our emails to let us know when they have been opened or forwarded, so we can track response rates and gauge the effectiveness of our communications.

Local Storage Objects. Local storage is a web storage mechanism that allows us to store data on a browser that persists even after the browser window is closed. Local storage may be used by our web servers to cache certain information in order enable faster loading of pages and content when you return to our websites. You can clear data stored in local storage through your browser. Please consult your browser help menu for more information.

Third-Party Analytics and Tools. We use third party tools, such as Google Analytics, which are operated by third party companies. These third-party analytics companies may use cookies, pixels, and other similar tools to collect usage data about our Services in order to provide us with reports and metrics that help us evaluate usage of our Services and improve performance and user experiences. To learn more about Google’s privacy practices, please review the Google Privacy Policy at https://www.google.com/policies/privacy/partners/.

Cross-Device Tracking. We and our third-party providers may use the information we collect about you within our Services and on other third-party websites and services to help us and these third parties identify other devices that you use (e.g., a mobile phone, tablet, other computer, etc.).

Third-Party Advertising. We work with third parties, such as ad networks, analytics, marketing partners, and others (“third-party ad companies”) to personalize content and display advertising within our Services, as well as to manage our advertising on third-party sites. We and these third-party ad companies may use cookies, pixels tags, and other tools to collect browsing and activity information within our Services (as well as on third-party sites and services), as well as IP address, unique ID, cookie and advertising IDs, and other online identifiers. We and these third-party ad companies may use this information to provide you more relevant ads and content within our Services and on third-party sites, and to evaluate the success of such ads and content.

Your Privacy Choices

We make available several ways that you can manage your preferences and privacy choices related to your personal information. Some of these choices are browser and device specific, which means that you may need to set the preference for each browser and device you use to access our Services. In addition, if you delete or block cookies, you may need to reapply these preferences to each browser and/or device used to access our Services. The preferences and privacy choices we make available include:

• Account and Profile Information. You can review and update some of the personal information we maintain about you by logging into your account and updating your profile information directly within our Services.
• Marketing and Other Communications. We may send periodic promotional emails or other similar communications to you, in accordance with applicable law. You may opt-out of these communications by following the instructions provided to you in the communication. If you opt-out of receiving promotional content from us, we may still send you communications about your account or any services you have requested or received from us. You can also manage your communication preferences in your account settings.
• Cookie Settings. To prevent cookies from tracking your activity on our Site or visits across multiple websites, you can set your browser to block certain cookies or notify you when a cookie is set. You can also delete cookies. The “Help” portion of the toolbar on most browsers will tell you how to prevent your device from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to delete cookies. Visitors to our Site who disable cookies will be able to browse the Site, but some features may not function.
• Do Not Track. Our Site currently does not respond to “Do Not Track” signals.

External Links and Features

Our Services may contain links to third-party websites or features or provide certain third-party connections or integrated services. Any access to and use of such linked websites, features, or third-party services is not governed by this Policy, but instead is governed by the privacy policies of those third parties. We are not responsible for the information practices of such third parties, including their collection, use, and disclosure of your personal information. You should review the privacy policies and terms for any third parties before proceeding to those websites or using those third-party features or services.

Children’s Privacy

Our Services are not designed for children, and we do not knowingly collect personal information from children under the age of thirteen. If we learn that personal information has been collected on the Services from persons under the age of 13, then we will take the appropriate steps to delete this information. If you are a parent or legal guardian and you believe we have collected your child’s information in violation of applicable law, please contact us using the contact information in the Contact Us section below.

Security

We have implemented safeguards aimed to protect the personal information we collect from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our best efforts, no data security measures can guarantee security.

Changes to this Policy

This Policy is current as of the effective date set forth above. We may change this Policy from time to time, so please be sure to check back periodically. We will post any updates to this Policy on this page. If we make material changes to how we collect, use, or disclose the personal information we have previously collected about you, we will endeavor to provide you prior notice, such as by emailing you or posting prominent notice on our Site or within the Services.

Contact Us

If you have any questions or concerns regarding this Policy or our privacy practices, you may contact us at privacy@x12.org.

USER LICENSE AGREEMENT

This User License Agreement (“Agreement”) is made by and among X12 Incorporated, 1405 S Fern St #92957, Arlington, Virginia 22202 (“Licensor") and Washington Publishing Company, 2107 Elliott Ave, Suite 305, Seattle, Washington 98121 (“Publisher”) on the one hand and the individual or legal entity identified during the online ordering process (“Licensee”, “You,” or “Your”) on the other hand. Licensor, Publisher and Licensee are each individually referred to as a “Party” and collectively as the “Parties.”

This Agreement will become effective on the date that Licensee accepts this Agreement during the online ordering process (the “Effective Date”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “YOU” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY.

DEFINITIONS

“Affiliate” means any entity which is controlled by, is in control of, or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.

“Artificial Intelligence Technology” means machine-based systems that are designed to operate with varying levels of autonomy, and that can, for a given set of objectives, infer, from the input received, how to generate predictions, recommendations, data, content or decisions that influence physical or virtual environments. Artificial Intelligence Technology as used in this Agreement includes, but is not limited to, large language models, generative AI systems, or any derivative technologies and applications, both as they exist as of the Effective Date and as they may evolve or be created in the future.

“Excluded Products” means Glass, external code lists owned by third parties, and external code lists owned by Licensor.

“Glass” means Licensor’s login-restricted, online viewer which provides direct viewing of the X12 Standard and certain other content that may be made available pursuant to the Glass Policies (defined in Section 3 below), which is accessible at https://x12.org/products/glass or such other website that Licensor may designate in the future.

“Indemnified Taxes” means Taxes (other than net income or corporation Taxes imposed on or with respect to a recipient as a result of such recipient having a present or former connection with the jurisdiction imposing such Tax, other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or to enforced this Agreement) imposed on or with respect to any payment made by or on account of any obligation of Licensee under this Agreement and all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of any security interest under, or otherwise with respect to this Agreement.

“Intellectual Property” means any and all rights arising in the US or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and works of authorship (whether copyrightable or not), including literary works, computer programs, and rights in data and databases, (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world.

“Licensed Content” means the X12 Standard, in whole and in part (including any codes, segments, data elements and other information and data that comprise the X12 Standard), in any format now known or future developed, including as contained in any Publications from version 001000 forward, as well as all updates and new versions and releases thereof. Notwithstanding the foregoing, Licensed Content does not include the Excluded Products.

“Licensed Software Solution” means the software that contains or utilizes any or all components of any Licensed Content, which Licensee uses or otherwise benefits from pursuant to the terms of an agreement with a third party that owns, controls, or otherwise lawfully makes available such software (the “Software Provider”), whether made available on-cloud, on-premises, via API or otherwise (including any new versions, releases, updates or upgrades thereto and any associated data processing or other services provided through or in connection with such software). For avoidance of doubt, Licensed Software Solutions do not include any software subject to an Open Source License.

"Open Source License" means any license that requires, as a condition of the use of the licensed materials, (a) an obligation to make available the source code or any other information regarding the licensed materials; (b) an obligation to grant permission to create modifications to or derivative works of the licensed materials or any Related Material; (c) an obligation to grant to any person a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, regarding the licensed materials alone, any Related Material alone or the licensed materials or Related Material in combination with other hardware or software; or (d) an obligation to include or otherwise communicate to other persons any form of acknowledgement and/or copyright notice regarding the origin of the licensed materials or Related Material. By means of example only and without limitation, Open Source License includes any versions of the following agreements, licenses or distribution models: (1) the GNU General Public License (GPL); (2) Lesser/Library GPL (LGPL); (3) the Common Development and Distribution License (CDDL); (4) the Artistic License (including PERL); (5) the Apache License; (6) the Common Public License; (7) the Affero GPL (AGPL); (8) the Berkeley Software Distribution (BSD); (9) the Mozilla Public License (MPL), (10) MongoDB, Inc.’s Server Side Public License, and (11) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the site www.opensource.org. “Related Material” means, with respect to licensed materials, any other software, data or other material, in each case that is incorporated into or includes, relies on, is linked to or with, is derived from in any manner (in whole or in part), or is distributed with such licensed material.

“Publications” means any publications of the X12 Standard, in whole or in part, created or otherwise owned or controlled by Publisher, including in the following formats: X12 EDI Standard Table Data, Compiled HTML (CHM), X12 TR3 Table Data, XML Schemas, and Implementation Guides.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“X12 Standard” means the standards information and data (including codes, segments, data elements, and other information and data) developed and maintained by Licensor, including via its members, and all predecessors thereof (including Data Interchange Standards Association and ASC X12) beginning with version 001000 as well as all updates, derivatives (such as technical reports), and new versions and releases thereof, but, for purposes of this Agreement, excluding external code lists.

LICENSE GRANTS, FEES AND RESTRICTIONS

2.1 LICENSE GRANT

Subject to Licensee’s compliance with this Agreement, Licensor and Publisher hereby grant to Licensee a limited, worldwide, non-transferable and non-assignable (other than in connection with a permitted assignment or transfer of this Agreement), non-sublicensable, non-exclusive license, during the Term, to use or otherwise benefit from the Licensed Content solely in conjunction with authorized use of Licensed Software Solutions for Licensee’s internal business purposes and as otherwise expressly provided in this Agreement. Licensee shall remain and be fully liable and responsible for any use of Licensed Content by its employees, independent contractors and other personnel and for any non-compliance by or on behalf any such personnel.

2.2 PROHIBITED USES

Any use of Licensed Content other than as expressly permitted in Section 2.1 is strictly prohibited. Without limiting the foregoing, Licensee shall have no right to, and shall not directly or indirectly, extract or otherwise use Licensed Content separate from any Licensed Software Solutions or otherwise sell, lease, republish, reproduce, display, distribute, or otherwise make available any Licensed Content to any other person, through the Licensed Software Solution or otherwise.

Except to the extent a Licensed Software Solution includes or utilizes Artificial Intelligence Technology, the instance of which is only accessible to, and only available for use by, Licensee and/or the Software Provider, Licensee shall not use, nor permit or allow any person to use, the Licensed Content (including as it may be incorporated into Licensed Software Solutions) in connection with any Artificial Intelligence Technology, including (i) in connection with any Artificial Intelligence Technology or other technology to create any substitutes for the Licensed Content; (ii) to train, fine-tune, or otherwise modify the weights, algorithms, or other parameters of any Artificial Intelligence Technology; (iii) to ground (including via retrieval-augmented generation or otherwise), prompt, or otherwise develop or influence any Artificial Intelligence Technology or outputs therefrom.

2.3 TITLE AND OWNERSHIP

The Parties agree that Licensor exclusively controls and owns all right, title and interest, including all copyright and other Intellectual Property rights, in and to the X12 Standard and that all right, title, and interest in and to the Publications and Licensed Content (including as may be incorporated into Licensed Software Solutions), including all copyright and other Intellectual Property rights therein, shall remain with Licensor and Publisher, as applicable. Licensee shall not remove any proprietary notices, labels or marks from or within the Licensed Content. Licensor and Publisher reserve all rights not expressly granted in this Agreement.

2.4 FEES; PAYMENT TERMS

In consideration of the licenses granted under this Agreement, Licensee shall pay Licensor and Publisher (collectively) the annual fee set forth on the applicable order form or invoice (currently USD $180.00) (“Annual Fee”).

The Annual Fee for the Initial Term (as defined in Section 7) shall be due and paid in full upon Licensee’s entry into this Agreement, and Licensor and Publisher shall have no obligation to make available to Licensee any Licensed Content until the Annual Fee has been paid. Sixty (60) days prior to the commencement of each Renewal Term, Publisher shall make available in Licensee’s online account an invoice for the Annual Fee due for such Renewal Term and shall send to Licensee, at the email address stated in the initial order or otherwise set forth as the contact information then on-file with Publisher, a link to access such invoice for the Annual Fee due for such Renewal Term (which, for the avoidance of doubt, may be increased from the amount paid in the preceding year). Licensee shall remit the Annual Fee for each Renewal Term to Publisher through Licensee’s online account within thirty (30) days from receipt of such invoice or as otherwise specified in the invoice. If the Annual Fee for any Renewal Term is not paid by the foregoing deadline, without limitation to any other contractual, legal or equitable remedies, Licensor and Publisher may suspend Licensee’s access to or use of the Licensed Content, without prior notice or liability to Licensee and may notify any applicable Software Provider that Licensee has not remitted the Annual Fee due for the current Renewal Term or is otherwise in breach of this Agreement, until such time as the Annual Fee is paid in full or otherwise satisfied in a manner acceptable to Licensor and Publisher.

GLASS

During the Term, Licensor may, in its sole discretion, provide Licensee with one (1) complimentary subscription account (including access to Licensed Content, referred to as “Paid Materials” in the Glass Policies) for Licensee to access and use Glass. Licensee acknowledges that its access to and use of Glass shall in all cases be subject to the Supplemental Terms for Glass and Privacy Policy, and any other generally applicable terms, conditions and/or policies, made available by Licensor for Glass (collectively, “Glass Policies”). Licensor reserves the right to deny the creation of, suspend access to, or terminate any account for Glass, at any time in its sole discretion and without prior notice or liability to Licensee. All use of Licensed Content through or in connection with Glass remains subject to compliance with this Agreement, including Section 2; provided that, in the event of an inconsistency between this Agreement and any Glass Policies, this Agreement governs and controls.

RECORD KEEPING AND AUDITS

4.1 During the Term and for at least one (1) year thereafter, Licensee shall keep accurate records related to its activities under this Agreement regarding Licensee’s use of the Licensed Content, including in connection with Glass and as part of any Licensed Software Solutions, which shall include keeping accurate records of its compliance with the limitations in Section 2 and of its agreement with the applicable Software Provider(s).

4.2 Upon Licensor’s and/or Publisher’s request and reasonable advance Notice, Licensee shall permit Licensor and Publisher to have such records audited virtually, covering the three (3) years before the commencement date of the audit at Licensor and Publisher‘s own cost by an auditor of their choice once every calendar year. Licensee will provide its full cooperation and assistance with such audit, including that Licensee agrees to provide a written report, signed by an authorized representative of Licensee, addressing the subject(s) of the audit, which will include, if requested, the name of Licensee’s then-current Licensed Software Solutions and the identity of all employees, independent contractors and other personnel with access to the Licensed Software Solutions. In addition, if any such audit reveals any Licensed Content was used beyond the scope of the license granted hereunder, then Licensee will also, without limitation to any other rights or remedies of Licensor and/or Publisher, reimburse Licensor and Publisher for the reasonable costs and expenses of such audit and promptly pay to Licensor and Publisher any additional license fees they determine in their sole but good faith discretion should have otherwise been payable for such use, e.g., the fees payable for an “Internal Use Partner” or “Commercial Use Partner” license. The requirements of this Section 4.2 will survive for one (1) year following the termination of this Agreement.

TAXES

Any and all payments by or on account of any obligation of Licensee under this Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted to the relevant governmental authority in accordance with applicable law and, if such Tax is an Indemnified Tax, the sum payable by the Licensee shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable recipient (Licensor or Publisher) receives an amount equal to the sum it would have received had no such deduction or withholding been made.

CONFIDENTIALITY

6.1.1

Except as set out in Section 6.1.2 below, “Confidential Information" means all non-public, confidential, or proprietary information disclosed before, on or after the Effective Date, by any Party hereto (a "Disclosing Party") to another Party hereto (a "Recipient") or their Affiliates, or to any of such Recipient’s or its Affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, auditors and/or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form, and whether or not marked or otherwise designated as “confidential.”

Confidential Information includes: (i) all documents, in whatever form, designated in writing as “confidential”; (ii) all information concerning the past, present, and future business affairs of the Disclosing Party and its Affiliates and of their customers, suppliers, and other third parties, including, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies; (iii) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, and other confidential Intellectual Property; (iv) all designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; and (v) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives. Licensee shall also treat the terms of this Agreement as Confidential Information.

6.1.2

Confidential Information as used in this Agreement shall not include information that: (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives; (ii) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary, or contractual obligation to the Disclosing Party; (iii) was known by or in the possession of the Recipient or its Representatives before being disclosed by or on behalf of the Disclosing Party under this Agreement; or (iv) 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 Disclosing Party's Confidential Information.

6.1.3

The Recipient shall: (i) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise or fulfill the rights and obligations under this Agreement, (iii) not disclose any such Confidential Information to any person or entity, except to a court or in connection with an arbitration related to this Agreement or to the Recipient's Representatives who: (a) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to exercising or fulfilling the rights and obligations under this Agreement; (b) are informed by the Recipient of the confidential nature of the Confidential Information; and (c) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and (iv) be responsible for any breach of this Agreement caused by any of its Representatives.

If Recipient is required by applicable law or legal process to disclose any Confidential Information, Recipient shall, before making such disclosure, use commercially reasonable efforts to notify Discloser of such requirements, to afford Discloser the opportunity to seek, at Discloser's sole cost and expense, a protective order or other remedy.

At any time during or after the Term, at the Disclosing Party's written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that Recipient may retain copies of Confidential Information: (a) that are created pursuant to its standard electronic backup and archival procedures and stored until the ordinary course deletion thereof; or (b) as required by applicable law or Recipient's document retention policies. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to all such retained Confidential Information for a period of five (5) years from the date of such expiration or termination.

6.2 Licensee agrees that Licensor and Publisher shall have the right, but no obligation, to provide its name, email and other contact information to Software Provider(s) in connection with confirming the Annual Fee due under this Agreement.

TERM AND TERMINATION

7.1 “Term” means the Initial Term together with any Renewal Terms. The “Initial Term” means the period starting on the Effective Date and continuing for twelve (12) consecutive months thereafter. This Agreement will automatically renew for additional twelve (12) consecutive month periods (each, a "Renewal Term") unless terminated as provided herein. Either Party may terminate this Agreement, for convenience, to be effective at the end of the Initial Term or then-current Renewal Term by providing written Notice no later than three (3) months prior to the end thereof. Further, in the event that the invoice sent under Section 2.4 reflects an increase to the Annual Fee of more than twenty percent (20%) to the Annual Fee for the Initial Term or, thereafter, for then-current Renewal Term, Licensee shall have the right to terminate this Agreement, to be effective at the end of the Initial Term or then-current Renewal Term by providing written Notice no later than thirty (30) days prior to the end thereof.

7.2 In the event of any breach or default by any Party under this Agreement, the Party asserting a breach or default shall give the non-performing Party written Notice detailing the nature and extent of the breach or default. Except as otherwise provided herein, the non-performing Party shall have thirty (30) days after receipt of written Notice to cure such breach or default, if curable. Use of the Licensed Content in any manner that breaches any of the license grants or limitations hereunder, or otherwise exceeds the scope of permitted uses, shall be considered a material breach of this Agreement that is not curable. If the noticed breach or default is not curable or is not corrected within the thirty-day cure period, as applicable, the notifying Party shall have the right, at its option, to terminate this Agreement, effective immediately. In the case of any failure to pay fees due and owing under this Agreement, that failure is a material breach and must be cured within ten (10) business days after receipt of written Notice thereof. Following the ten (10) business days written Notice to Licensee of any failure to pay any fees when due, Licensor or Publisher may, at its option, at any time either terminate this Agreement or temporarily discontinue any or all licenses provided hereunder. The notifying Party shall provide written Notice of termination if it chooses to exercise its option to do so in accord with the terms of this Section 7.2.

7.3 Immediately upon the effective date of termination of this Agreement (i) all licenses granted under this Agreement shall terminate and Licensee shall cease all use and incorporation of the Licensed Content, including in the Licensed Software Solutions, and shall permanently delete all Licensed Content in all forms and types of media, in Licensee’s possession, except as required for record keeping or legal compliance obligations; (ii) any and all payment obligations of Licensee will immediately become due; and (iii) if Licensor and Publisher terminate this Agreement for Licensee’s breach under Section 7.2, in addition to any other remedies Licensor and Publisher may have under this Agreement, Licensee shall pay Licensor and Publisher all of the fees owed for the remainder of the then-current Term, including all fees that otherwise would become due to Licensor and Publisher in the absence of such termination.

7.4 Termination of this Agreement will not affect any rights and obligations of any Party which are expressed to survive termination or which have arisen on or before termination, including the right to claim damages for a breach of this Agreement. In particular, and without limiting the foregoing, Sections 1, 2.3, 2.7, 7.3, and 7.4 as well as Sections 4, 5, 6, 8, 10, 11 and 12 shall survive any termination of the Agreement.

DISPUTE RESOLUTION

8.1 NEGOTIATION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation among executives who have authority to settle the controversy. Following any uncured breach after Notice in accordance with Section 7 (if required), any Party may give another Party further written Notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of such further Notice, the receiving Party shall submit to the other a written response. The Notice and response under this Section 8.1 shall include with reasonable particularity (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within 30 days after delivery of the Notice, the executives of both Parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating Parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. All offers, promises, conduct and statements, whether oral or written, made in the course of the above-described negotiation by any of the Parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall a Party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the Parties.

8.2 ARBITRATION

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Virginia before three arbitrators. Except to the extent modified herein, the arbitration shall be administered by JAMS at any JAMS office in the metropolitan Washington DC area pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction in Alexandria, Virginia. Within 15 days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. All Arbitrators must have significant relevant industry experience. Each Party shall have no more than two (2) days to present its case, following which each Party shall, within seven (7) business days, present to the arbitrators a written proposal for resolution of all matters in dispute. The arbitrators shall issue their final determination within thirty (30) days of the date of the Parties’ respective submissions, which determination shall constitute the final and binding decision of the arbitrators. The determination of the arbitrators shall be deemed to be Confidential Information of the Parties and to be held in confidence by the Parties hereto and the arbitrators, except to the extent required to pursue an action to enforce, vacate, modify, or correct any arbitration award hereunder in any court of competent jurisdiction in Alexandria, Virginia. The Parties understand and agree that the provisions may be specifically enforced by injunction or otherwise in any court of competent jurisdiction and that any Party shall have the right, at any time, to seek injunctive relief from a court of competent jurisdiction in Alexandria, Virginia.

In the event that any Party institutes any authorized proceeding, including arbitration, against another Party to enforce the terms in this Agreement (or obtain any other remedy in respect of any breach of this Agreement), the prevailing Party in the proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the proceeding, including reasonable attorneys' fees and expenses and costs (including arbitration costs). The Party to which damages are owed shall be entitled to recover prejudgment interest on all damages obtained in the amount of six percent (6%) per annum.

8.3 EQUITABLE REMEDIES

Licensee acknowledges that a breach or threatened breach by it or any of its employees, independent contractors or other personnel of any of its rights or obligations under Section 2, Section 6, or Section 7.3 would give rise to irreparable harm to the other Parties hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of any such breach or a threatened breach, each of the other Parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach or threatened breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

REPRESENTATIONS AND WARRANTY AND DISCLAIMER

9.1 MUTUAL REPRESENTATIONS AND WARRANTIES

Licensee represents and warrants to Licensor and Publisher, and each of Licensor and Publisher represent and warrant to Licensee that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the entry into this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

9.2 ADDITIONAL LICENSOR AND PUBLISHER REPRESENTATIONS AND WARRANTIES

Licensor and Publisher further represent and warrant that the licenses granted to Licensee hereunder and Licensee’s use of the Licensed Content, as provided hereunder and in accordance with the terms and conditions of this Agreement, will not infringe any Intellectual Property rights of any other person or entity.

9.3 DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, THE LICENSED CONTENT IS PROVIDED SOLELY “AS IS”, “AS AVAILABLE” WITH ALL FAULTS, AND LICENSEE’S AND ACCESS TO AND USE OF THE LICENSED CONTENT IS AT ITS SOLE RISK. LICENSOR AND PUBLISHER DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT. LICENSOR AND PUBLISHER DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE LICENSED CONTENT WILL MEET ANY OR ALL REQUIREMENTS OF LICENSEE OR LICENSEE'S BUSINESS, BE COMPATIBLE WITH LICENSEE’S SOFTWARE, DEVICES OR SYSTEMS, OR BE OR REMAIN FREE FROM DEFECTS, INTERRUPTIONS, INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, CONSEQUENTIAL OR OTHERWISE, THAT MAY BE SUFFERED BY LICENSEE OR ITS EMPLOYEES, AFFILIATES OR AGENTS IN THE USE OF THE LICENSED CONTENT. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND LICENSEE MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THE TERM PROVIDED UNDER THE APPLICABLE LAW.

INDEMNIFICATION

10.1 LICENSOR/PUBLISHER INDEMNIFICATION RESPONSIBILITY

Licensor and Publisher shall jointly indemnify, defend and hold harmless Licensee, its officers, employees and directors from and against any and all third party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and expenses), to the extent directly arising out of the infringement of any U.S. patent issued as of the Effective Date, or copyrights or trademark rights, resulting from uses of the Licensed Content as provided hereunder and expressly permitted herein and subject to the following conditions (a “Licensor Infringement Claim”). A Licensor Infringement Claim shall not include, and Licensor and Publisher shall have no obligation under this Section 10.1 with respect to, claims arising out of or related to (i) the Licensed Software Solution(s) or any materials other than the Licensed Content that are incorporated or embodied in the Licensed Software Solution(s); (ii) any modification by Licensee, or any person other than Licensor or Publisher, to any Licensed Content, including any derivatives thereof, (iii) any Artificial Intelligence Technology or the use or output thereof and (iv) any use of the Licensed Content that violates, exceeds the scope of licenses granted under, or is not otherwise expressly permitted under this Agreement. In the event that any Licensed Content becomes, or in Licensor’s or Publisher’s opinion appears likely to become, the subject of a Licensor Infringement Claim, then Licensor and Publisher reserve the right to, in their sole discretion, (a) procure for Licensee the right to enable Licensee to continue to use the Licensed Content in question, (b) modify or replace the Licensed Content in question with non-infringing and functionally equivalent material or (c) if neither (a) nor (b) are reasonably possible, terminate this Agreement, in whole or in part, upon written notice to Licensee. The foregoing provisions herein state Licensor’s and Publisher’s entire liability and Licensee’s exclusive remedies for any Licensor Infringement Claim.

10.2 LICENSEE INDEMNIFICATION RESPONSIBILITY

Licensee shall indemnify, defend and hold harmless Licensor and Publisher, their respective Affiliates, officers, employees and directors from and against any and all third party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature, (including reasonable attorneys’ fees and expenses) arising out of or relating to: (i) Licensee’s or any of its employees’, independent contractors’ or other personnel’s failure to comply with or violation of any applicable law or regulation, (ii) any modifications to the Licensed Content; or (iii) Licensee’s or any of its employees’, independent contractors’ or other personnel’s breach of this Agreement or other unauthorized use of any Licensed Content.

10.3 INDEMNITY PROCEDURES

As a condition to the foregoing indemnity obligations of the Parties, the indemnifying Party (the “Indemnifying Party”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the Party seeking indemnification (the “Indemnified Party”), provided that the Indemnified Party (i) notifies the Indemnifying Party promptly, in writing, of the action; (ii) provides the Indemnifying Party with all reasonable information and assistance to settle and/or defend the action (at the Indemnifying Party’s reasonable expense); and (iii) grants the Indemnifying Party sole authority and control of the defense or settlement of the action, provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or that is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of such Party, which consent shall not be unreasonably withheld. For avoidance of doubt, the Indemnified Party shall have the right to participate in but not to control the defense and/or settlement of any claim covered by this Section 10 with counsel of its own choosing at its own expense. The Indemnifying Party agrees to keep the Indemnified Party regularly and completely informed of the status of any claim hereunder.

LIMITATIONS OF LIABILITY

EXCEPT FOR A BREACH OF SECTION 2 OR SECTION 6, INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, (i) IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT AND (ii) LICENSOR’S AND PUBLISHER’S COMBINED AGGREGATE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID OR PAYABLE BY LICENSEE TO PUBLISHER AND LICENSOR UNDER THIS AGREEMENT.

GENERAL

12.1 NOTICES

Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and as follows.

Notices to Licensee shall be sent to the email address provided during the online ordering process (or thereafter updated by Licensee through its online account) and Notices to Licensor and/or Publisher shall be sent to the address set forth below (or to such other address that Licensor or Publisher may thereafter designate from time to time in accordance with this Agreement). For the avoidance of doubt, all Notices from Licensee to Licensor shall be sent to Publisher. Each Party shall deliver all Notices by email as well as a physical copy by personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid), and Notice shall be deemed given upon transmission of such email so long as no “bounce-back” or other error or message of undeliverability is received.

12.2 MODIFICATION 

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by an authorized representative of each Party hereto.

12.3 GOVERNING LAW AND VENUE

This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, USA, without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction). For avoidance of doubt and notwithstanding the foregoing, the Parties agree that the Agreement shall not be interpreted under the Uniform Computer Information Transactions Act or Virginia’s enactment of any portion thereof. Without limiting any arbitration provisions set forth herein, the Parties agree that any litigation brought under or in connection with this Agreement will be brought exclusively in a court of competent jurisdiction located in Alexandria, Virginia. The Parties hereby irrevocably submit to and waive in advance any objection based upon improper venue, forum non conveniens, or lack of personal jurisdiction of such courts for any such litigation.

12.4 NON-WAIVER OF RIGHTS

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.5 ENTIRE AGREEMENT

This Agreement, together with the recitals and all related order forms, invoices, and amendments hereto, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein (including any and all use of the X12 Standard), and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter (including any such agreements among the Parties’ respective Affiliates and predecessors, including the Data Interchange Standards Association). In the event of any inconsistency between the body of this Agreement and the related order forms, invoices, or amendments (other than an exception expressly set forth as such therein), the body of this Agreement governs and controls.

12.6. COMPLIANCE WITH LAWS

The Parties will comply with all applicable laws, including the laws of intellectual property, data protection, and privacy. The execution of this Agreement does not conflict with any provision of any other agreement, court decision or administrative order binding upon the Parties. It is not a purpose of this Agreement that a Party processes or uses personal data of the other Party for business purposes. Rather, any transfer of personal data will only take place in exceptional circumstances as an incidental effect of performing contractual duties. In case a Party grants the other Party access to its personal data: (i) the first Party is solely responsible for obtaining any required consents, providing any required notices, and otherwise taking all actions required by applicable laws necessary for it to transfer the personal data to the other Party in the other Party’s home jurisdiction (which for the Licensor and the Publisher is the United States); (ii) the Parties shall otherwise comply with the applicable data protection legislation; and (iii) the Parties shall execute any necessary declaration to this regard.

12.7 SEVERABILITY

If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.8. INDEPENDENT CONTRACTORS

All Parties represent that they are independent contractors in performing all obligations hereunder, and nothing contained herein shall be deemed or construed to create any employer/employee relationship or any partnership or joint venture among the Parties or their respective directors, officers, employees, or independent contractors.

12.9 ASSIGNMENTS

This Agreement shall inure to the benefit of, and be binding on, each Party and their respective successors and permitted assigns. Licensor and/or Publisher has the right to transfer or assign this Agreement, in whole or in part, upon written notice to Licensee. Licensee may not transfer or assign this Agreement, or any of its rights or obligations hereunder, by operation of law or otherwise, without Licensor’s and Publisher’s prior written consent, which consent may be withheld in their respective sole and absolute discretion. Any purported transfer, assignment or delegation in violation of this Section shall be null and void.

12.10 INTERPRETATION

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole, including any recitals, order forms, invoices, and amendments; and (d) the singular includes the plural and the plural includes the singular. Unless the context otherwise requires, references herein: (x) to sections, invoices and order forms mean the sections of and invoices and order forms attached or provided in connection with this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The order forms and invoices referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

SUPPLEMENTAL TERMS FOR GLASS

THESE SUPPLEMENTAL TERMS AND CONDITIONS (THE "GLASS TERMS") APPLY TO YOUR USE OF X12’S ONLINE VIEWER APPLICATION, GLASS (“GLASS”). THE USE OF GLASS IS ALSO SUBJECT TO THE X12 WEBSITE TERMS OF USE (INCLUDING, FOR AVOIDANCE OF DOUBT, ITS DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY, AND ARBITRATION AGREEMENT) AND OUR PRIVACY POLICY, WHICH ARE AVAILABLE HERE AND ARE INCORPORATED HEREIN BY REFERENCE. UNLESS OTHERWISE DEFINED IN THESE GLASS TERMS, CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS PROVIDED IN THE WEBSITE TERMS OF USE. IN THE EVENT OF A CONFLICT BETWEEN THESE GLASS TERMS AND THE WEBSITE TERMS OF USE, THESE GLASS TERMS WILL CONTROL, BUT ONLY TO THE EXTENT OF THE CONFLICT. BY CREATING A GLASS ACCOUNT AND/OR USING GLASS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE GLASS TERMS, THE WEBSITE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE GLASS TERMS, THE WEBSITE TERMS OF USE OR OUR PRIVACY POLICY, YOU ARE NOT PERMITTED TO USE GLASS.

User Accounts and License Seats.

You must create an account with X12 to use Glass. To do so, you must submit all of the information required on the Glass account creation page on the Site and create a password. It is your responsibility to obtain and maintain all equipment and services needed for you to access and use Glass. It is also your responsibility to maintain the confidentiality of your password(s). Unless expressly permitted in writing by X12, you may not sell, rent, lease, share, or provide access to your Glass account or any Material made available via Glass to anyone else. Should you believe your password or security for the Glass account has been breached in any way, you must immediately notify us.

If the entity with which you are associated has purchased a separate license to access and use X12 content, that entity may have received a specified number of license seats to access Glass. Your entity’s account administrator, subject to the restriction on the type of seats purchased, may assign those seats to users and may reassign seats when the user originally assigned to the seat no longer works for the entity or will otherwise no longer use Glass. For avoidance of doubt, once a user’s seat has been reassigned, that user may no longer access or use Glass or the Materials available via Glass until an additional seat has been purchased for that user. Your account administrator shall be responsible for overseeing the account.

Limited Licenses.

Subject to your compliance with these Glass Terms and the Website Terms of Use, X12 grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable, personal license to access Glass online through your account user name and password solely for your individual, internal business use. Certain Materials accessible with Glass are free to use (“Free Materials”). Subject to your compliance with these Glass Terms and the Website Terms of Use, X12 grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable, personal license to access and display the Free Materials online, via Glass, for your internal business use. Other Materials accessible via Glass require a separate license (“Paid Materials”). Your rights to access and use such Paid Materials, if any, are set forth in the separate license agreement you or your entity has purchased for those Materials.

X12 reserves all rights not expressly granted under these Glass Terms. Without limiting the foregoing, with respect to your Glass use and the Free Materials and/or Paid Materials described above, you shall not, except as expressly permitted herein or in your separate license agreement: (a) sublicense, lease, sell, transfer or assign any of the rights licensed to you, (b) copy, display, distribute, modify, alter or create derivative works of such Materials or any part of such Materials in any format for any purpose, (c) modify, alter or create derivative works of Glass, (d) use any such Materials or the content thereof in any manner that may give a false or misleading impression or statement as to X12, X12’s licensors, or any third party referenced in the Materials, (e) use such Materials, any reproductions thereof, or any portion thereof in connection with any artificial intelligence or machine learning tool, including as (i) inputs or prompts to, or to otherwise ground or influence, a machine learning or artificial intelligence tool or outputs therefrom or (ii) to train, fine-tune, or otherwise modify the weights, algorithms, or other parameters of any artificial intelligence model, (f) reproduce, transmit, display, distribute, “frame” or “mirror” Glass or any Materials to any person or on any other server or website, (g) remove or obscure the copyright notice or other notices contained in the Materials, or (h) print and/or save any Materials (whether by screen scrapping, screen shots, screen print, electronically or otherwise).

Without limiting X12’s rights and remedies at law or in equity, X12 may suspend and/or terminate your access to Glass at any time in the event that you fail to comply with these Glass Terms, including without limitation the failure to pay applicable fees. The Material accessible via Glass may be changed, updated or removed by X12 without notice.

Ownership.

The Glass application and all Materials, including without limitation, logos, graphics, text elements, site design, images, icons and X12 standards and related materials accessible via Glass, as well as the selection, assembly and arrangement thereof, are the sole property of X12 or its licensors. These Glass Terms do not constitute a sale or transfer of any ownership rights to Glass or the Materials. All ownership of and title to the Glass application and Materials (including without limitation any online, electronic and/or hard copies thereof) belong to and remain with X12 and its licensors. All rights not expressly granted hereunder are reserved to X12.

All trademarks, service marks, brands, names, logos and designs associated with Glass or contained in or on the Materials (“Marks”) are the property of X12 or the Marks’ respective owners and such Marks may not be used or reproduced in whole or in part in any way without the express written permission of X12 or the Marks’ respective owners.

Contact Us.

If you have any questions about these Glass Terms, you can reach us at info@x12.org

INTERNAL USE PARTNER LICENSE AGREEMENT

This Internal Use Partner License Agreement (“Agreement”) is made by and among X12 Incorporated, 1405 S Fern St #92957, Arlington, Virginia 22202 (“Licensor") and Washington Publishing Company, 2107 Elliott Ave, Suite 305, Seattle, Washington 98121 (“Publisher”) on the one hand and the individual or legal entity identified during the online ordering process (“Licensee”, “You,” or “Your”) on the other hand. Licensor, Publisher and Licensee are each individually referred to as a “Party” and collectively as the “Parties.”

This Agreement will become effective on the date that Licensee accepts this Agreement during the online ordering process (the “Effective Date”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “YOU” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY.

DEFINITIONS

“Affiliate” means any entity which is controlled by, is in control of, or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.

“Artificial Intelligence Technology” means machine-based systems that are designed to operate with varying levels of autonomy, and that can, for a given set of objectives, infer, from the input received, how to generate predictions, recommendations, data, content or decisions that influence physical or virtual environments. Artificial Intelligence Technology as used in this Agreement includes, but is not limited to, large language models, generative AI systems, or any derivative technologies and applications, both as they exist as of the Effective Date and as they may evolve or be created in the future.

“Authorized Licensee Affiliate” means an Affiliate of Licensee to which Licensee has sublicensed the rights permitted to be sublicensed to such Affiliate pursuant to this Agreement, but only as long as such entity remains an Affiliate of Licensee. For avoidance of doubt, any sublicense or other rights granted to an Affiliate of Licensee cease immediately, without any further action required by Licensor or Publisher, on the day such entity ceases to be an Affiliate of Licensee.

“Combined Software Solution” means any combination and/or bundling of Licensee Software with other software and/or services accessible solely to Licensee, its Authorized Licensee Affiliates, and their respective Internal Users.

“Excluded Products” means Glass, external code lists owned by third parties, and external code lists owned by Licensor.

“Glass” means Licensor’s login-restricted, online viewer which provides direct viewing of the X12 Standard and certain other content that may be made available pursuant to the Glass Policies (defined in Section 3 below), which is accessible at https://x12.org/products/glass or such other website that Licensor may designate in the future.

“Indemnified Taxes” means Taxes (other than net income or corporation Taxes imposed on or with respect to a recipient as a result of such recipient having a present or former connection with the jurisdiction imposing such Tax, other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or to enforced this Agreement) imposed on or with respect to any payment made by or on account of any obligation of Licensee under this Agreement and all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of any security interest under, or otherwise with respect to this Agreement.

“Intellectual Property” means any and all rights arising in the US or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and works of authorship (whether copyrightable or not), including literary works, computer programs, and rights in data and databases, (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world.

“Internal User” means employees, officers, directors, independent contractors, individual consultants, and other individual personnel who work for Licensee or an Authorized Licensee Affiliate and, in each case, need to access and use Licensee Software or a Combined Software Solution in connection with such work.

“Licensed Content” means the X12 Standard, in whole and in part (including any codes, segments, data elements and other information and data that comprise the X12 Standard), in any format now known or future developed, including as contained in any Publications from version 001000 forward, as well as all updates and new versions and releases thereof. Notwithstanding the foregoing, Licensed Content does not include the Excluded Products.

“Licensee Software” means existing and future software products that (a) are owned and controlled by Licensee and/or its Authorized Licensee Affiliates and accessible solely to Licensee, its Authorized Licensee Affiliates, and Internal Users, whether made available on-cloud, on-premises, via API or otherwise (including any new versions, releases, updates or upgrades thereto) and (b) contain, utilize, or are offered together with any or all components of any Licensed Content.

"Open Source License" means any license that requires, as a condition of the use of the licensed materials, (a) an obligation to make available the source code or any other information regarding the licensed materials; (b) an obligation to grant permission to create modifications to or derivative works of the licensed materials or any Related Material; (c) an obligation to grant to any person a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, regarding the licensed materials alone, any Related Material alone or the licensed materials or Related Material in combination with other hardware or software; or (d) an obligation to include or otherwise communicate to other persons any form of acknowledgement and/or copyright notice regarding the origin of the licensed materials or Related Material. By means of example only and without limitation, Open Source License includes any versions of the following agreements, licenses or distribution models: (1) the GNU General Public License (GPL); (2) Lesser/Library GPL (LGPL); (3) the Common Development and Distribution License (CDDL); (4) the Artistic License (including PERL); (5) the Apache License; (6) the Common Public License; (7) the Affero GPL (AGPL); (8) the Berkeley Software Distribution (BSD); (9) the Mozilla Public License (MPL), (10) MongoDB, Inc.’s Server Side Public License, and (11) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the site www.opensource.org. “Related Material” means, with respect to licensed materials, any other software, data or other material, in each case that is incorporated into or includes, relies on, is linked to or with, is derived from in any manner (in whole or in part), or is distributed with such licensed material.

“Permitted AI Technology” means any Artificial Intelligence Technology the instance of which is only accessible to, and only available for use by, Licensee or an Authorized Licensee Affiliate. For the avoidance of doubt, Permitted AI Technology may only be developed and maintained by Licensee, an Authorized Licensee Affiliate, and their respective third party providers, but shall in no circumstance include any (a) beta, preview, demo, pre-release, or other experimental (i.e., non-General Availability) version of any Artificial Intelligence Technology; or (b) any version or instance of an Artificial Intelligence Technology that is accessible and available for use by either the public or any end users other than Licensee or an Authorized Licensee Affiliate.

“Publications” means any publications of the X12 Standard, in whole or in part, created or otherwise owned or controlled by Publisher, including in the following formats: X12 EDI Standard Table Data, Compiled HTML (CHM), X12 TR3 Table Data, XML Schemas, and Implementation Guides.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“X12 Standard” means the standards information and data (including codes, segments, data elements, and other information and data) developed and maintained by Licensor, including via its members, and all predecessors thereof (including Data Interchange Standards Association and ASC X12) beginning with version 001000 as well as all updates, derivatives (such as technical reports), and new versions and releases thereof, but, for purposes of this Agreement, excluding external code lists.

LICENSE GRANTS, FEES AND RESTRICTIONS

2.1 LICENSE GRANT

Subject to Licensee’s compliance with this Agreement, Licensor and Publisher hereby grant to Licensee a limited, worldwide, non-transferable and non-assignable (other than in connection with a permitted assignment or transfer of this Agreement), non-sublicensable (other than as expressly permitted below), non-exclusive license, during the Term, to access, use, reproduce, distribute and display the Licensed Content solely for its internal business purposes in connection with: (a) internal development, maintenance, and updating of Licensee Software and Combined Software Solutions; (b) internal operation and use of Licensee Software and Combined Software Solutions (including the right to authorize Internal Users to access and use the foregoing for internal business purposes), and (c) internal support, testing, training, and demonstration of Licensee Software and Combined Software Solutions. Subject to compliance with this Agreement, during the Term, Licensee may sublicense the foregoing rights to its Affiliates; provided that Licensee shall ensure that each such Authorized Licensee Affiliate complies with all terms and conditions of this Agreement and shall upon Notice from Licensor or Publisher promptly provide lists of all Authorized Licensee Affiliates to whom a sublicense has been granted and any other reasonably requested information related to such sublicenses. Licensee shall remain and be fully liable and responsible for any non-compliance by or on behalf any Authorized Licensee Affiliates and/or any Internal Users.

Any use of Licensed Content other than as expressly permitted in this Section 2.1 or Section 2.2 is strictly prohibited. Without limiting the foregoing, Licensee, its Authorized Licensee Affiliates, and their respective Internal Users, are not authorized to, and shall not in any circumstance, sell, lease, republish, reproduce, display, distribute, or otherwise make available any Licensed Content, Licensee Software, or Combined Software Solutions to any person, except as expressly authorized under Section 2. For avoidance of doubt, the foregoing restrictions include that Licensee shall not license, or permit to be licensed, under the terms of an Open Source License the Licensee Software or Combined Software Solutions, and Licensee, its Authorized Licensee Affiliates, and their respective Internal Users, shall not use, or permit others to use, the Licensed Content in any manner that would require the distribution or licensing of any Licensed Content pursuant to, or otherwise subject it to the terms of, an Open Source License.

2.2 LIMITED USE WITH PERMITTED AI TECHNOLOGY

Subject to compliance with this Agreement, the license granted to Licensee pursuant to Section 2.1 includes the limited right to use the Licensed Content to: (i) ground (including via retrieval-augmented generation) Permitted AI Technology and (ii) train, fine-tune, or otherwise modify the weights, algorithms, or other parameters of Permitted AI Technology, in each case (i) and (ii) for the limited purpose of internally developing, operating, and using Licensee Software and Combined Software Solutions; provided that (a) the Licensed Content is not at any time or in any manner accessible or otherwise made available to any third parties, including the public, customers of Licensee or its Authorized Licensee Affiliates, other end users of a third-party provider’s Artificial Intelligence Technology, or any such third-party provider, except that such third-party provider may have limited access to the Licensed Content to the extent reasonably necessary for such third-party provider to operate Licensee’s instance of Permitted AI Technology solely for the benefit of the Licensee and its Authorized Licensee Affiliates and (b) Permitted AI Technology is not made directly available to any Internal Users of Licensee or Authorized Licensee Affiliates, other than through indirect use via a Combined Software Solution or Licensee Software user interface, which may allow the Internal User to provide inputs or queries that are processed by the Permitted AI Technology, but shall not permit the Internal User to extract the Licensed Content for any separate use or otherwise engage in a use that is prohibited under this Agreement, including as set forth in Section 2.3.

2.3 PROHIBITED USES OF ARTIFICIAL INTELLIGENCE TECHNOLOGY

Except as expressly permitted in Section 2.2 or as otherwise expressly approved in writing by Licensor and Publisher in their sole discretion, Licensee, its Authorized Licensee Affiliates, and their respective Internal Users, shall not use, nor permit or allow any third party (including customers of Licensee and/or its Affiliates) to use, the Licensed Content (including as it may be incorporated into Licensee Software or Combined Software Solutions) in connection with any Artificial Intelligence Technology, including (i) in connection with any Artificial Intelligence Technology or other technology to create any substitutes for the Licensed Content; (ii) to train, fine-tune, or otherwise modify the weights, algorithms, or other parameters of any Artificial Intelligence Technology; (iii) to ground (including via retrieval-augmented generation or otherwise), prompt, or otherwise develop or influence any Artificial Intelligence Technology or outputs therefrom.

2.4 TITLE AND OWNERSHIP

The Parties agree that Licensor exclusively controls and owns all right, title and interest, including all copyright and other Intellectual Property rights, in and to the X12 Standard and that all right, title, and interest in and to the Publications and Licensed Content (including as may be incorporated into Licensee Software or Combined Software Solutions), including all copyright and other Intellectual Property rights therein, shall remain with Licensor and Publisher, as applicable. Licensee shall not remove any proprietary notices, labels or marks from or within the Licensed Content. Licensor and Publisher reserve all rights not expressly granted in this Agreement.

Except for Licensor and Publisher’s foregoing rights in the Licensed Content (including for the avoidance of doubt the X12 Standard and Publications), including Intellectual Property rights, as among the Parties, Licensee (or its applicable Affiliate(s)) shall own all right, title, and interest in and to Licensee Software and Combined Software Solutions, including Intellectual Property rights therein.

2.5 Delivery of Licensed Content

Licensor and Publisher shall make Licensed Content available to Licensee via download from Licensor’s secure website or other commercially reasonable means and Licensee shall be provided with reasonable access to any updates to the Licensed Content that Licensor and Publisher may elect to make available in electronic format during the Term, which may be provided via download from Licensor’s secure website or other commercially reasonable means offered by Licensor or Publisher. Nothing in this Section 2.5 narrows the scope of the definition of Licensed Content.

2.6 FEES; PAYMENT TERMS

In consideration of the licenses granted under this Agreement, Licensee shall pay Licensor and Publisher (collectively) the annual fee set forth on the applicable order form or invoice (currently USD $3,600) (“Annual Fee”).

The Annual Fee for the Initial Term (as defined in Section 7) shall be due and paid in full upon Licensee’s entry into this Agreement, and Licensor and Publisher shall have no obligation to make available to Licensee any Licensed Content until the Annual Fee has been paid. Sixty (60) days prior to the commencement of each Renewal Term, Publisher shall make available in Licensee’s online account an invoice for the Annual Fee due for such Renewal Term and shall send to Licensee, at the email address stated in the initial order or otherwise set forth as the contact information then on-file with Publisher, a link to access such invoice for the Annual Fee due for such Renewal Term (which, for the avoidance of doubt, may be increased from the amount paid in the preceding year). Licensee, on behalf of itself and its Authorized Licensee Affiliates, shall remit the Annual Fee for each Renewal Term to Publisher through Licensee’s online account within thirty (30) days from receipt of such invoice or as otherwise specified in the invoice. If the Annual Fee for any Renewal Term is not paid by the foregoing deadline, without limitation to any other contractual, legal or equitable remedies, Licensor and Publisher may suspend access to or use of the Licensed Content, without prior notice or liability to Licensee or its applicable Authorized Licensee Affiliates or Internal Users, until such time as the Annual Fee is paid in full.

GLASS

During the Term, Licensor may, in its sole discretion, provide Licensee with up to a total of five (5) complimentary subscription accounts (including access to Licensed Content, referred to as “Paid Materials” in the Glass Policies) for Licensee and its Authorized Licensee Affiliates to access and use Glass. Licensee acknowledges that its and its Authorized Licensee Affiliates’ access to and use of Glass shall in all cases be subject to the Supplemental Terms for Glass and Privacy Policy, and any other generally applicable terms, conditions and/or policies, made available by Licensor for Glass (collectively, “Glass Policies”). Licensor reserves the right to deny the creation of, suspend access to, or terminate any account for Glass, at any time in its sole discretion and without prior notice or liability to Licensee or its applicable Authorized Licensee Affiliates. All use of Licensed Content through or in connection with Glass remains subject to compliance with this Agreement, including Section 2; provided that, in the event of an inconsistency between this Agreement and any Glass Policies, this Agreement governs and controls.

RECORD KEEPING AND AUDITS

4.1 During the Term and for at least one (1) year thereafter, Licensee shall keep accurate records related to its activities under this Agreement regarding (i) the product names of all Licensee Software and Combined Software Solutions, (ii) any sublicenses to use the Licensed Content granted by Licensee to its Authorized Licensee Affiliates, and (iii) Licensee’s and its Authorized Licensee Affiliates’ use of the Licensed Content as part of Licensee Software or Combined Software Solutions, which shall include keeping accurate records of sublicenses granted to its Authorized Licensee Affiliates and its and their compliance with the limitations in Section 2. Licensee shall keep accurate records regarding all copies of the Licensed Content made and licensed to Licensee and its Authorized Licensee Affiliates.

4.2 Upon Licensor’s and/or Publisher’s request and reasonable advance Notice, Licensee shall permit Licensor and Publisher to have such records audited virtually, covering the three (3) years before the commencement date of the audit at Licensor and Publisher‘s own cost by an auditor of their choice once every calendar year. Licensee will provide its full cooperation and assistance with such audit, including that Licensee agrees to provide a written report, signed by an authorized representative of Licensee, addressing the subject(s) of the audit, which will include, if requested, listing Licensee’s then-current Licensee Software and Combined Software Solutions and the identity of all Authorized Licensee Affiliates and Internal Users. In addition, if any such audit reveals any Licensed Content was used beyond the scope of the internal use limitations set forth herein, then Licensee will also, without limitation to any other rights or remedies of Licensor and/or Publisher, reimburse Licensor and Publisher for the reasonable costs and expenses of such audit and promptly pay to Licensor and Publisher any additional license fees they determine in their sole but good faith discretion should have otherwise been payable for such use, e.g., the fees payable for a “Commercial Use Partner” license. The requirements of this Section 4.2 will survive for one (1) year following the termination of this Agreement.

TAXES

Any and all payments by or on account of any obligation of Licensee under this Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted to the relevant governmental authority in accordance with applicable law and, if such Tax is an Indemnified Tax, the sum payable by the Licensee shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable recipient (Licensor or Publisher) receives an amount equal to the sum it would have received had no such deduction or withholding been made.

CONFIDENTIALITY

6.1.1

Except as set out in Section 6.1.2 below, “Confidential Information" means all non-public, confidential, or proprietary information disclosed before, on or after the Effective Date, by any Party hereto (a "Disclosing Party") to another Party hereto (a "Recipient") or their Affiliates, or to any of such Recipient’s or its Affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, auditors and/or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form, and whether or not marked or otherwise designated as “confidential.”

Confidential Information includes: (i) all documents, in whatever form, designated in writing as “confidential”; (ii) all information concerning the past, present, and future business affairs of the Disclosing Party and its Affiliates and of their customers, suppliers, and other third parties, including, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies; (iii) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, and other confidential Intellectual Property; (iv) all designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; and (v) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives. Licensee shall also treat the terms of this Agreement as Confidential Information.

6.1.2

Confidential Information as used in this Agreement shall not include information that: (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives; (ii) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary, or contractual obligation to the Disclosing Party; (iii) was known by or in the possession of the Recipient or its Representatives before being disclosed by or on behalf of the Disclosing Party under this Agreement; or (iv) 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 Disclosing Party's Confidential Information.

6.1.3

The Recipient shall: (i) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise or fulfill the rights and obligations under this Agreement, (iii) not disclose any such Confidential Information to any person or entity, except to a court or in connection with an arbitration related to this Agreement or to the Recipient's Representatives who: (a) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to exercising or fulfilling the rights and obligations under this Agreement; (b) are informed by the Recipient of the confidential nature of the Confidential Information; and (c) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and (iv) be responsible for any breach of this Agreement caused by any of its Representatives.

If Recipient is required by applicable law or legal process to disclose any Confidential Information, Recipient shall, before making such disclosure, use commercially reasonable efforts to notify Discloser of such requirements, to afford Discloser the opportunity to seek, at Discloser's sole cost and expense, a protective order or other remedy.

At any time during or after the Term, at the Disclosing Party's written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that Recipient may retain copies of Confidential Information: (a) that are created pursuant to its standard electronic backup and archival procedures and stored until the ordinary course deletion thereof; or (b) as required by applicable law or Recipient's document retention policies. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to all such retained Confidential Information for a period of five (5) years from the date of such expiration or termination.

6.2 Licensee agrees that Licensor and Publisher shall have the right to mention and list Licensee by name and logo on their respective web pages and other promotional and pitch materials as a licensing partner.

TERM AND TERMINATION

7.1 “Term” means the Initial Term together with any Renewal Terms. The “Initial Term” means the period starting on the Effective Date and continuing for twelve (12) consecutive months thereafter. This Agreement will automatically renew for additional twelve (12) consecutive month periods (each, a "Renewal Term") unless terminated as provided herein. Either Party may terminate this Agreement, for convenience, to be effective at the end of the Initial Term or then-current Renewal Term by providing written Notice no later than three (3) months prior to the end thereof. Further, in the event that the invoice sent under Section 2.6 reflects an increase to the Annual Fee of more than five percent (5%) to the Annual Fee for the Initial Term or, thereafter, for then-current Renewal Term, Licensee shall have the right to terminate this Agreement, to be effective at the end of the Initial Term or then-current Renewal Term by providing written Notice no later than thirty (30) days prior to the end thereof.

7.2 In the event of any breach or default by any Party under this Agreement, the Party asserting a breach or default shall give the non-performing Party written Notice detailing the nature and extent of the breach or default. Except as otherwise provided herein, the non-performing Party shall have thirty (30) days after receipt of written Notice to cure such breach or default, if curable. Use of the Licensed Content in any manner that breaches any of the license grants or limitations hereunder, or otherwise exceeds the scope of permitted uses, shall be considered a material breach of this Agreement that is not curable. If the noticed breach or default is not curable or is not corrected within the thirty-day cure period, as applicable, the notifying Party shall have the right, at its option, to terminate this Agreement, effective immediately. In the case of any failure to pay fees due and owing under this Agreement, that failure is a material breach and must be cured within ten (10) business days after receipt of written Notice thereof. Following the ten (10) business days written Notice to Licensee of any failure to pay any fees when due, Licensor or Publisher may, at its option, at any time either terminate this Agreement or temporarily discontinue any or all licenses provided hereunder. The notifying Party shall provide written Notice of termination if it chooses to exercise its option to do so in accord with the terms of this Section 7.2.

7.3 Immediately upon the effective date of termination of this Agreement (i) all licenses granted under this Agreement shall terminate and Licensor and Publisher will immediately cease providing access to the Licensed Content; (ii) Licensee (including its Authorized Licensee Affiliates) shall cease all use and incorporation of the Licensed Content in Licensee Software and Combined Software Solutions (including any Artificial Intelligence Technology used in connection therewith pursuant to Section 2) and shall permanently delete all Licensed Content in all forms and types of media, in Licensee’s possession, except as required for record keeping or legal compliance obligations; and (iii) any and all payment obligations of Licensee will immediately become due; and if Licensor and Publisher terminate this Agreement for Licensee’s breach under Section 7.2, in addition to any other remedies Licensor and Publisher may have under this Agreement, Licensee shall pay Licensor and Publisher all of the fees owed for the remainder of the then-current Term, including all fees that otherwise would become due to Licensor and Publisher in the absence of such termination.

7.4 Termination of this Agreement will not affect any rights and obligations of any Party which are expressed to survive termination or which have arisen on or before termination, including the right to claim damages for a breach of this Agreement. In particular, and without limiting the foregoing, Sections 1, 2.4, 2.7, 7.3, and 7.4 as well as Sections 4, 5, 6, 8, 10, 11 and 12 shall survive any termination of the Agreement.

DISPUTE RESOLUTION

8.1 Negotiation.

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation among executives who have authority to settle the controversy. Following any uncured breach after Notice in accordance with Section 7 (if required), any Party may give another Party further written Notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of such further Notice, the receiving Party shall submit to the other a written response. The Notice and response under this Section 8.1 shall include with reasonable particularity (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within 30 days after delivery of the Notice, the executives of both Parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating Parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. All offers, promises, conduct and statements, whether oral or written, made in the course of the above-described negotiation by any of the Parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall a Party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the Parties.

8.2 Arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Virginia before three arbitrators. Except to the extent modified herein, the arbitration shall be administered by JAMS at any JAMS office in the metropolitan Washington DC area pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction in Alexandria, Virginia. Within 15 days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. All Arbitrators must have significant relevant industry experience. Each Party shall have no more than two (2) days to present its case, following which each Party shall, within seven (7) business days, present to the arbitrators a written proposal for resolution of all matters in dispute. The arbitrators shall issue their final determination within thirty (30) days of the date of the Parties’ respective submissions, which determination shall constitute the final and binding decision of the arbitrators. The determination of the arbitrators shall be deemed to be Confidential Information of the Parties and to be held in confidence by the Parties hereto and the arbitrators, except to the extent required to pursue an action to enforce, vacate, modify, or correct any arbitration award hereunder in any court of competent jurisdiction in Alexandria, Virginia. The Parties understand and agree that the provisions may be specifically enforced by injunction or otherwise in any court of competent jurisdiction and that any Party shall have the right, at any time, to seek injunctive relief from a court of competent jurisdiction in Alexandria, Virginia.

In the event that any Party institutes any authorized proceeding, including arbitration, against another Party to enforce the terms in this Agreement (or obtain any other remedy in respect of any breach of this Agreement), the prevailing Party in the proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the proceeding, including reasonable attorneys' fees and expenses and costs (including arbitration costs). The Party to which damages are owed shall be entitled to recover prejudgment interest on all damages obtained in the amount of six percent (6%) per annum.

8.3 EQUITABLE REMEDIES

Licensee acknowledges that a breach or threatened breach by it or any of its Affiliates or Internal Users of any of its rights or obligations under Section 2, Section 6, or Section 7.3 would give rise to irreparable harm to the other Parties hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of any such breach or a threatened breach, each of the other Parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach or threatened breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

REPRESENTATIONS AND WARRANTY AND DISCLAIMER

9.1 MUTUAL REPRESENTATIONS AND WARRANTIES

Licensee represents and warrants to Licensor and Publisher, and each of Licensor and Publisher represent and warrant to Licensee that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the entry into this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

9.2 ADDITIONAL LICENSOR AND PUBLISHER REPRESENTATIONS AND WARRANTIES

Licensor and Publisher further represent and warrant that: (i) the licenses granted to Licensee hereunder and Licensee’s use of the Licensed Content, as provided hereunder and in accordance with the terms and conditions of this Agreement will not infringe any Intellectual Property rights of any other person or entity; and (ii) the Licensed Content does not include any third-party content that is subject to any Open Source License.

9.3 DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, THE LICENSED CONTENT IS PROVIDED SOLELY “AS IS”, “AS AVAILABLE” WITH ALL FAULTS, AND LICENSEE’S AND ITS AUTHORIZED LICENSEE AFFILIATES’ AND INTERNAL USERS’ ACCESS TO AND USE OF THE LICENSED CONTENT IS AT ITS SOLE RISK. LICENSOR AND PUBLISHER DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT. LICENSOR AND PUBLISHER DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE LICENSED CONTENT WILL MEET ANY OR ALL REQUIREMENTS OF LICENSEE OR LICENSEE'S BUSINESS, BE COMPATIBLE WITH LICENSEE’S SOFTWARE, DEVICES OR SYSTEMS, OR BE OR REMAIN FREE FROM DEFECTS, INTERRUPTIONS, INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, CONSEQUENTIAL OR OTHERWISE, THAT MAY BE SUFFERED BY LICENSEE OR ITS EMPLOYEES, AFFILIATES, INTERNAL USERS, OR AGENTS IN THE USE OF THE LICENSED CONTENT. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND LICENSEE MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THE TERM PROVIDED UNDER THE APPLICABLE LAW.

INDEMNIFICATION

10.1 Licensor/Publisher Indemnification Responsibility

Licensor and Publisher shall jointly indemnify, defend and hold harmless Licensee, its Affiliates, officers, employees and directors from and against any and all third party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and expenses), to the extent directly arising out of the infringement of any U.S. patent issued as of the Effective Date, or copyrights or trademark rights, resulting from uses of the Licensed Content as provided hereunder and expressly permitted herein and subject to the following conditions (a “Licensor Infringement Claim”). A Licensor Infringement Claim shall not include, and Licensor and Publisher shall have no obligation under this Section 10.1 with respect to, claims arising out of or related to (i) Licensee Software or Combined Software Solutions or any materials other than the Licensed Content that are incorporated or embodied in Licensee Software or Combined Software Solutions; (ii) any modification by any Party, other than Licensor or Publisher, to any Licensed Content, including any derivatives thereof, (iii) any Artificial Intelligence Technology or the use or output thereof and (iv) any use of the Licensed Content that violates, exceeds the scope of licenses granted under, or is not otherwise expressly permitted under this Agreement. In the event that any Licensed Content becomes, or in Licensor’s or Publisher’s opinion appears likely to become, the subject of a Licensor Infringement Claim, then Licensor and Publisher reserve the right to, in their sole discretion, (a) procure for Licensee the right to enable Licensee to continue to use the Licensed Content in question, (b) modify or replace the Licensed Content in question with non-infringing and functionally equivalent material or (c) if neither (a) nor (b) are reasonably possible, terminate this Agreement, in whole or in part, upon written notice to Licensee. The foregoing provisions herein state Licensor’s and Publisher’s entire liability and Licensee’s exclusive remedies for any Licensor Infringement Claim.

10.2 Licensee Indemnification Responsibility

Licensee shall indemnify, defend and hold harmless Licensor and Publisher, their respective Affiliates, officers, employees and directors from and against any and all third party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature, (including reasonable attorneys’ fees and expenses) arising out of or relating to: (i) Licensee’s or any of its Affiliates’ and/or Internal Users’ failure to comply with or violation of any applicable law or regulation, (ii) any allegation that Licensee Software or Combined Software Solutions infringes, misappropriates, or otherwise violates any third party’s Intellectual Property right (except to the extent such infringement arises solely from the content within the Licensed Content as made available by Licensor or Publisher); (iii) any modifications to the Licensed Content; or (iv) Licensee’s or any of its Affiliates’ or Internal Users’ breach of this Agreement or other unauthorized use of any Licensed Content.

10.3 Indemnity Procedures

As a condition to the foregoing indemnity obligations of the Parties, the indemnifying Party (the “Indemnifying Party”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the Party seeking indemnification (the “Indemnified Party”), provided that the Indemnified Party (i) notifies the Indemnifying Party promptly, in writing, of the action; (ii) provides the Indemnifying Party with all reasonable information and assistance to settle and/or defend the action (at the Indemnifying Party’s reasonable expense); and (iii) grants the Indemnifying Party sole authority and control of the defense or settlement of the action, provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or that is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of such Party, which consent shall not be unreasonably withheld. For avoidance of doubt, the Indemnified Party shall have the right to participate in but not to control the defense and/or settlement of any claim covered by this Section 10 with counsel of its own choosing at its own expense. The Indemnifying Party agrees to keep the Indemnified Party regularly and completely informed of the status of any claim hereunder.

LIMITATIONS OF LIABILITY

EXCEPT FOR A BREACH OF SECTION 2 OR SECTION 6, INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, (i) IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT AND (ii) LICENSOR’S AND PUBLISHER’S COMBINED AGGREGATE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID OR PAYABLE BY LICENSEE TO PUBLISHER AND LICENSOR UNDER THIS AGREEMENT.

GENERAL

12.1 Notices

Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and as follows. Notices to Licensee shall be sent to the email address provided during the online ordering process (or thereafter updated by Licensee through its online account) and Notices to Licensor and/or Publisher shall be sent to the address set forth below (or to such other address that Licensor or Publisher may thereafter designate from time to time in accordance with this Agreement). For the avoidance of doubt, all Notices from Licensee to Licensor shall be sent to Publisher. Each Party shall deliver all Notices by email as well as a physical copy by personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid), and Notice shall be deemed given upon transmission of such email so long as no “bounce-back” or other error or message of undeliverability is received.

12.2 Modification

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by an authorized representative of each Party hereto.

12.3 Governing Law and Venue

This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, USA, without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction). For avoidance of doubt and notwithstanding the foregoing, the Parties agree that the Agreement shall not be interpreted under the Uniform Computer Information Transactions Act or Virginia’s enactment of any portion thereof. Without limiting any arbitration provisions set forth herein, the Parties agree that any litigation brought under or in connection with this Agreement will be brought exclusively in a court of competent jurisdiction located in Alexandria, Virginia. The Parties hereby irrevocably submit to and waive in advance any objection based upon improper venue, forum non conveniens, or lack of personal jurisdiction of such courts for any such litigation.

12.4 Non-waiver of Rights

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.5 Entire Agreement

This Agreement, together with the recitals and all related order forms, invoices, and amendments hereto, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein (including any and all use of the X12 Standard), and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter (including any such agreements among the Parties’ respective Affiliates and predecessors, including the Data Interchange Standards Association). In the event of any inconsistency between the body of this Agreement and the related order forms, invoices, or amendments (other than an exception expressly set forth as such therein), the body of this Agreement governs and controls.

12.6. Compliance with Laws

The Parties will comply with all applicable laws, including the laws of intellectual property, data protection, and privacy. The execution of this Agreement does not conflict with any provision of any other agreement, court decision or administrative order binding upon the Parties. It is not a purpose of this Agreement that a Party processes or uses personal data of the other Party for business purposes. Rather, any transfer of personal data will only take place in exceptional circumstances as an incidental effect of performing contractual duties. In case a Party grants the other Party access to its personal data: (i) the first Party is solely responsible for obtaining any required consents, providing any required notices, and otherwise taking all actions required by applicable laws necessary for it to transfer the personal data to the other Party in the other Party’s home jurisdiction (which for the Licensor and the Publisher is the United States); (ii) the Parties shall otherwise comply with the applicable data protection legislation; and (iii) the Parties shall execute any necessary declaration to this regard.

12.7 Severability

If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.8. Independent Contractors

All Parties represent that they are independent contractors in performing all obligations hereunder, and nothing contained herein shall be deemed or construed to create any employer/employee relationship or any partnership or joint venture among the Parties or their respective directors, officers, employees, or independent contractors.

12.9 Assignments

This Agreement shall inure to the benefit of, and be binding on, each Party and their respective successors and permitted assigns. Licensor and/or Publisher has the right to transfer or assign this Agreement, in whole or in part, upon written notice to Licensee. Licensee may not transfer or assign this Agreement, or any of its rights or obligations hereunder, by operation of law or otherwise, without Licensor’s and Publisher’s prior written consent, which consent may be withheld in their respective sole and absolute discretion. Any purported transfer, assignment or delegation in violation of this Section shall be null and void.

12.10 Interpretation

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole, including any recitals, order forms, invoices, and amendments; and (d) the singular includes the plural and the plural includes the singular. Unless the context otherwise requires, references herein: (x) to sections, invoices and order forms mean the sections of and invoices and order forms attached or provided in connection with this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The order forms and invoices referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

DEVELOPER LICENSE AGREEMENT

This Developer License Agreement (“Agreement”) is made by and among X12 Incorporated, 1405 S Fern St #92957, Arlington, Virginia 22202 (“Licensor") and Washington Publishing Company, 2107 Elliott Ave, Suite 305, Seattle, Washington 98121 (“Publisher”) on the one hand and the individual or legal entity identified during the online ordering process (“Licensee”, “You,” or “Your”) on the other hand. Licensor, Publisher and Licensee are each individually referred to as a “Party” and collectively as the “Parties.”

This Agreement will become effective on the date that Licensee accepts this Agreement during the online ordering process (the “Effective Date”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “YOU” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY.

DEFINITIONS

“Affiliate” means any entity which is controlled by, is in control of, or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.

“Artificial Intelligence Technology” means machine-based systems that are designed to operate with varying levels of autonomy, and that can, for a given set of objectives, infer, from the input received, how to generate predictions, recommendations, data, content or decisions that influence physical or virtual environments. Artificial Intelligence Technology as used in this Agreement includes, but is not limited to, large language models, generative AI systems, or any derivative technologies and applications, both as they exist as of the Effective Date and as they may evolve or be created in the future.

“Combined Software Solution” means any combination and/or bundling of Licensee Software with other software and/or services accessible solely to Licensee.

“Development Customer” means any third person that engages Licensee to develop the Licensee Software and/or Combined Software Solution, including on a work for hire basis, for such person, subject to the requirements of Section 2.1.

“Excluded Products” means Glass, external code lists owned by third parties, and external code lists owned by Licensor.

“Glass” means Licensor’s login-restricted, online viewer which provides direct viewing of the X12 Standard and certain other content that may be made available pursuant to the Glass Policies (defined in Section 3 below), which is accessible at https://x12.org/products/glass or such other website that Licensor may designate in the future.

“Indemnified Taxes” means Taxes (other than net income or corporation Taxes imposed on or with respect to a recipient as a result of such recipient having a present or former connection with the jurisdiction imposing such Tax, other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or to enforced this Agreement) imposed on or with respect to any payment made by or on account of any obligation of Licensee under this Agreement and all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of any security interest under, or otherwise with respect to this Agreement.

“Intellectual Property” means any and all rights arising in the US or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and works of authorship (whether copyrightable or not), including literary works, computer programs, and rights in data and databases, (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world.

“Licensed Content” means the X12 Standard, in whole and in part (including any codes, segments, data elements and other information and data that comprise the X12 Standard), in any format now known or future developed, including as contained in any Publications from version 001000 forward, as well as all updates and new versions and releases thereof. Notwithstanding the foregoing, Licensed Content does not include the Excluded Products.

“Licensee Software” means software products that (a) are developed by Licensee hereunder, whether made available on-cloud, on-premises, via API or otherwise (including any new versions, releases, updates or upgrades thereto) and (b) contain, utilize, or are offered together with any or all components of any Licensed Content. Licensee Software also includes existing software products owned and controlled by Licensee that are being upgraded, improved or otherwise modified to contain, utilize, or be offered together with any or all components of Licensed Content, to the extent such existing software product is used only in a development or test environment hereunder.

"Open Source License" means any license that requires, as a condition of the use of the licensed materials, (a) an obligation to make available the source code or any other information regarding the licensed materials; (b) an obligation to grant permission to create modifications to or derivative works of the licensed materials or any Related Material; (c) an obligation to grant to any person a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, regarding the licensed materials alone, any Related Material alone or the licensed materials or Related Material in combination with other hardware or software; or (d) an obligation to include or otherwise communicate to other persons any form of acknowledgement and/or copyright notice regarding the origin of the licensed materials or Related Material. By means of example only and without limitation, Open Source License includes any versions of the following agreements, licenses or distribution models: (1) the GNU General Public License (GPL); (2) Lesser/Library GPL (LGPL); (3) the Common Development and Distribution License (CDDL); (4) the Artistic License (including PERL); (5) the Apache License; (6) the Common Public License; (7) the Affero GPL (AGPL); (8) the Berkeley Software Distribution (BSD); (9) the Mozilla Public License (MPL), (10) MongoDB, Inc.’s Server Side Public License, and (11) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the site www.opensource.org. “Related Material” means, with respect to licensed materials, any other software, data or other material, in each case that is incorporated into or includes, relies on, is linked to or with, is derived from in any manner (in whole or in part), or is distributed with such licensed material.

“Permitted AI Technology” means any Artificial Intelligence Technology the instance of which is only accessible to, and only available for use by, Licensee. For the avoidance of doubt, Permitted AI Technology may only be developed and maintained by Licensee and their respective third party providers, but shall in no circumstance include any (a) beta, preview, demo, pre-release, or other experimental (i.e., non-General Availability) version of any Artificial Intelligence Technology; or (b) any version or instance of an Artificial Intelligence Technology that is accessible and available for use by either the public or any end users other than Licensee.

“Publications” means any publications of the X12 Standard, in whole or in part, created or otherwise owned or controlled by Publisher, including in the following formats: X12 EDI Standard Table Data, Compiled HTML (CHM), X12 TR3 Table Data, XML Schemas, and Implementation Guides.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“X12 Standard” means the standards information and data (including codes, segments, data elements, and other information and data) developed and maintained by Licensor, including via its members, and all predecessors thereof (including Data Interchange Standards Association and ASC X12) beginning with version 001000 as well as all updates, derivatives (such as technical reports) and new versions and releases thereof, but, for purposes of this Agreement, excluding external code lists.

LICENSE GRANTS, FEES AND RESTRICTIONS

2.1 LICENSE GRANT

Subject to Licensee’s compliance with this Agreement, Licensor and Publisher hereby grant to Licensee a limited, worldwide, non-transferable and non-assignable (other than in connection with a permitted assignment or transfer of this Agreement), non-sublicensable, non-exclusive license, during the Term, to access, use, reproduce and display the Licensed Content solely as reasonably necessary to internally develop, test, update, and maintain Licensee Software and/or Combined Software Solutions but only within its own development and testing environments. Licensee is expressly prohibited from using any Licensee Software or Combined Software Solution in any production (i.e., live operational) environment or for any production use (i.e., deployed for active use), whether for processing electronic data interchange transmissions or otherwise. For use of Licensee Software or Combined Software Solutions in any production environment, or , or otherwise for any production use, Licensee must separately purchase from Licensor and Publisher a license that allows for the Licensed Content to be used as may be permitted by the applicable “Commercial Use Partner” or “Internal User Partner” license.

To the extent Licensee engages in the development of Licensee Software and/or a Combined Software Solution for Development Customers, (a) Licensee shall not directly or indirectly provide, sell, license, distribute or otherwise make available any Licensed Content to the Development Customer on a stand-alone basis; and (b) Licensee may not deliver or make available the Licensee Software or Combined Software Solution to any Development Customer until Licensee has (i) reported to Licensor and Publisher the identity of Development Customer and its contact information and (ii) obtained reasonable proof from the applicable Development Customer that such Development Customer has entered into an agreement with Licensor and Publisher for such Development Customer’s use of Licensed Content as contained or otherwise utilized in conjunction with such Licensee Software or Combined Software Solution.

Any use of Licensed Content other than as expressly permitted in this Section 2.1 or Section 2.2 is strictly prohibited. Without limiting the foregoing, Licensee is not authorized to, and shall not in any circumstance, sell, lease, republish, reproduce, display, distribute, or otherwise make available any Licensed Content, Licensee Software, or Combined Software Solutions to any person, except as expressly authorized under Section 2. For avoidance of doubt, the foregoing restrictions include that Licensee shall not license, or permit to be licensed, under the terms of an Open Source License the Licensee Software or Combined Software Solutions, and Licensee shall not use, or permit others to use, the Licensed Content in any manner that would require the distribution or licensing of any Licensed Content pursuant to, or otherwise subject it to the terms of, an Open Source License.

2.2 LIMITED USE WITH PERMITTED AI TECHNOLOGY

Subject to compliance with this Agreement, the license granted to Licensee pursuant to Section 2.1 includes the limited right to use the Licensed Content to ground (including via retrieval-augmented generation) Permitted AI Technology for the limited purpose of internally developing, operating, and using Licensee Software and Combined Software Solutions; provided that (a) the Licensed Content is not at any time or in any manner accessible or otherwise made available to any third parties, including the public, customers of Licensee, other end users of a third-party provider’s Artificial Intelligence Technology, or any such third-party provider, except that such third-party provider may have limited access to the Licensed Content to the extent reasonably necessary for such third-party provider to operate Licensee’s instance of Permitted AI Technology solely for the benefit of the Licensee and (b) Licensee Software and Combined Software Solutions may not be developed in any manner that would allow any end users thereof to directly access Permitted AI Technology (other than indirect use through a user interface) or to extract the Licensed Content for any separate use or otherwise engage in a use that is prohibited under this Agreement, including as set forth in Section 2.3.

2.3 PROHIBITED USES OF ARTIFICIAL INTELLIGENCE TECHNOLOGY

Except as expressly permitted in Section 2.2 or as otherwise expressly approved in writing by Licensor and Publisher in their sole discretion, Licensee shall not use, nor permit or allow any third party (including its employees or any Development Customers) to use, the Licensed Content (including as it may be incorporated into Licensee Software or Combined Software Solutions) in connection with any Artificial Intelligence Technology, including (i) in connection with any Artificial Intelligence Technology or other technology to create any substitutes for the Licensed Content; (ii) to train, fine-tune, or otherwise modify the weights, algorithms, or other parameters of any Artificial Intelligence Technology; (iii) to ground (including via retrieval-augmented generation or otherwise), prompt, or otherwise develop or influence any Artificial Intelligence Technology or outputs therefrom.

2.4 TITLE AND OWNERSHIP

The Parties agree that Licensor exclusively controls and owns all right, title and interest, including all copyright and other Intellectual Property rights, in and to the X12 Standard and that all right, title, and interest in and to the Publications and Licensed Content (including as may be incorporated into Licensee Software or Combined Software Solutions), including all copyright and other Intellectual Property rights therein, shall remain with Licensor and Publisher, as applicable. Licensee shall not remove any proprietary notices, labels or marks from or within the Licensed Content. Licensor and Publisher reserve all rights not expressly granted in this Agreement.

Except for Licensor and Publisher’s foregoing rights in the Licensed Content (including for the avoidance of doubt the X12 Standard and Publications), including Intellectual Property rights, as among the Parties, Licensee (or its applicable Development Customer) shall own all right, title, and interest in and to Licensee Software and Combined Software Solutions, including Intellectual Property rights therein.

2.5 DELIVERY OF LICENSED CONTENT

Licensor and Publisher shall make Licensed Content available to Licensee via download from Licensor’s secure website or other commercially reasonable means and Licensee shall be provided with reasonable access to any updates to the Licensed Content that Licensor and Publisher may elect to make available in electronic format during the Term, which may be provided via download from Licensor’s secure website or other commercially reasonable means offered by Licensor or Publisher. Nothing in this Section 2.5 narrows the scope of the definition of Licensed Content.

2.6 FEES; PAYMENT TERMS

In consideration of the licenses granted under this Agreement, Licensee shall pay Licensor and Publisher (collectively) the annual fee set forth on the applicable order form or invoice (currently USD $1,200) (“Annual Fee”).

The Annual Fee for the Initial Term (as defined in Section 7) shall be due and paid in full upon Licensee’s entry into this Agreement, and Licensor and Publisher shall have no obligation to make available to Licensee any Licensed Content until the Annual Fee has been paid. Sixty (60) days prior to the commencement of each Renewal Term, Publisher shall make available in Licensee’s online account an invoice for the Annual Fee due for such Renewal Term and shall send to Licensee, at the email address stated in the initial order or otherwise set forth as the contact information then on-file with Publisher, a link to access such invoice for the Annual Fee due for such Renewal Term (which, for the avoidance of doubt, may be increased from the amount paid in the preceding year). Licensee shall remit the Annual Fee for each Renewal Term to Publisher through Licensee’s online account within thirty (30) days from receipt of such invoice or as otherwise specified in the invoice. If the Annual Fee for any Renewal Term is not paid by the foregoing deadline, without limitation to any other contractual, legal or equitable remedies, Licensor and Publisher may suspend access to or use of the Licensed Content, without prior notice or liability to Licensee, until such time as the Annual Fee is paid in full.

GLASS

During the Term, Licensor may, in its sole discretion, provide Licensee with up to a total of five (5) complimentary subscription accounts (including access to Licensed Content, referred to as “Paid Materials” in the Glass Policies) for Licensee to access and use Glass. Licensee acknowledges that its access to and use of Glass shall in all cases be subject to the Supplemental Terms for Glass and Privacy Policy, and any other generally applicable terms, conditions and/or policies, made available by Licensor for Glass (collectively, “Glass Policies”). Licensor reserves the right to deny the creation of, suspend access to, or terminate any account for Glass, at any time in its sole discretion and without prior notice or liability to Licensee. All use of Licensed Content through or in connection with Glass remains subject to compliance with this Agreement, including Section 2; provided that, in the event of an inconsistency between this Agreement and any Glass Policies, this Agreement governs and controls.

RECORD KEEPING AND AUDITS

4.1 During the Term and for at least one (1) year thereafter, Licensee shall keep accurate records related to its activities under this Agreement regarding (i) the product names of all Licensee Software and Combined Software Solutions , (ii) Licensee’s use of the Licensed Content as part of developing Licensee Software or Combined Software Solutions, which shall include keeping accurate records of its compliance with the limitations in Section 2, and (iii) for each and every Development Customer, their names, contact information, and the Licensee Software and/or Combined Software Solution that was developed and provided to them and a copy of the reasonable proof of license obtained by Developer pursuant to Section 2.1(b)(ii). Licensee shall keep accurate records regarding all copies of the Licensed Content made and licensed to Licensee.

4.2 Upon Licensor’s and/or Publisher’s request and reasonable advance Notice, Licensee shall permit Licensor and Publisher to have such records audited virtually, covering the three (3) years before the commencement date of the audit at Licensor and Publisher‘s own cost by an auditor of their choice once every calendar year. Licensee will provide its full cooperation and assistance with such audit, including that Licensee agrees to provide a written report, signed by an authorized representative of Licensee, addressing the subject(s) of the audit, which will include, if requested, listing Licensee’s then-current Licensee Software and Combined Software Solutions and the identity of all Development Customers. In addition, if any such audit reveals any Licensed Content was used beyond the scope of the internal use limitations set forth herein, then Licensee will also, without limitation to any other rights or remedies of Licensor and/or Publisher, reimburse Licensor and Publisher for the reasonable costs and expenses of such audit and promptly pay to Licensor and Publisher any additional license fees they determine in their sole but good faith discretion should have otherwise been payable for such use, e.g., the fees payable for a “Commercial Use Partner” or “Internal Use Partner” license. The requirements of this Section 4.2 will survive for one (1) year following the termination of this Agreement.

TAXES

Any and all payments by or on account of any obligation of Licensee under this Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted to the relevant governmental authority in accordance with applicable law and, if such Tax is an Indemnified Tax, the sum payable by the Licensee shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable recipient (Licensor or Publisher) receives an amount equal to the sum it would have received had no such deduction or withholding been made.

CONFIDENTIALITY

6.1.1

Except as set out in Section 6.1.2 below, “Confidential Information" means all non-public, confidential, or proprietary information disclosed before, on or after the Effective Date, by any Party hereto (a "Disclosing Party") to another Party hereto (a "Recipient") or their Affiliates, or to any of such Recipient’s or its Affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, auditors and/or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form, and whether or not marked or otherwise designated as “confidential.”

Confidential Information includes: (i) all documents, in whatever form, designated in writing as “confidential”; (ii) all information concerning the past, present, and future business affairs of the Disclosing Party and its Affiliates and of their customers, suppliers, and other third parties, including, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies; (iii) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, and other confidential Intellectual Property; (iv) all designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; and (v) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives. Licensee shall also treat the terms of this Agreement as Confidential Information.

6.1.2

Confidential Information as used in this Agreement shall not include information that: (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives; (ii) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary, or contractual obligation to the Disclosing Party; (iii) was known by or in the possession of the Recipient or its Representatives before being disclosed by or on behalf of the Disclosing Party under this Agreement; or (iv) 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 Disclosing Party's Confidential Information.

6.1.3

The Recipient shall: (i) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise or fulfill the rights and obligations under this Agreement, (iii) not disclose any such Confidential Information to any person or entity, except to a court or in connection with an arbitration related to this Agreement or to the Recipient's Representatives who: (a) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to exercising or fulfilling the rights and obligations under this Agreement; (b) are informed by the Recipient of the confidential nature of the Confidential Information; and (c) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and (iv) be responsible for any breach of this Agreement caused by any of its Representatives.

If Recipient is required by applicable law or legal process to disclose any Confidential Information, Recipient shall, before making such disclosure, use commercially reasonable efforts to notify Discloser of such requirements, to afford Discloser the opportunity to seek, at Discloser's sole cost and expense, a protective order or other remedy.

At any time during or after the Term, at the Disclosing Party's written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that Recipient may retain copies of Confidential Information: (a) that are created pursuant to its standard electronic backup and archival procedures and stored until the ordinary course deletion thereof; or (b) as required by applicable law or Recipient's document retention policies. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to all such retained Confidential Information for a period of five (5) years from the date of such expiration or termination.

6.2 Licensee agrees that Licensor and Publisher shall have the right to mention and list Licensee by name and logo on their respective web pages and other promotional and pitch materials as a licensing partner.

TERM AND TERMINATION

7.1 “Term” means the Initial Term together with any Renewal Terms. The “Initial Term” means the period starting on the Effective Date and continuing for twelve (12) consecutive months thereafter. This Agreement will automatically renew for additional twelve (12) consecutive month periods (each, a "Renewal Term") unless terminated as provided herein. Either Party may terminate this Agreement, for convenience, to be effective at the end of the Initial Term or then-current Renewal Term by providing written Notice no later than three (3) months prior to the end thereof. Further, in the event that the invoice sent under Section 2.6 reflects an increase to the Annual Fee of more than twenty percent (20%) to the Annual Fee for the Initial Term or, thereafter, for then-current Renewal Term, Licensee shall have the right to terminate this Agreement, to be effective at the end of the Initial Term or then-current Renewal Term by providing written Notice no later than thirty (30) days prior to the end thereof.

7.2 In the event of any breach or default by any Party under this Agreement, the Party asserting a breach or default shall give the non-performing Party written Notice detailing the nature and extent of the breach or default. Except as otherwise provided herein, the non-performing Party shall have thirty (30) days after receipt of written Notice to cure such breach or default, if curable. Use of the Licensed Content in any manner that breaches any of the license grants or limitations hereunder, or otherwise exceeds the scope of permitted uses, shall be considered a material breach of this Agreement that is not curable. If the noticed breach or default is not curable or is not corrected within the thirty-day cure period, as applicable, the notifying Party shall have the right, at its option, to terminate this Agreement, effective immediately. In the case of any failure to pay fees due and owing under this Agreement, that failure is a material breach and must be cured within ten (10) business days after receipt of written Notice thereof. Following the ten (10) business days written Notice to Licensee of any failure to pay any fees when due, Licensor or Publisher may, at its option, at any time either terminate this Agreement or temporarily discontinue any or all licenses provided hereunder. The notifying Party shall provide written Notice of termination if it chooses to exercise its option to do so in accord with the terms of this Section 7.2.

7.3 Immediately upon the effective date of termination of this Agreement (i) all licenses granted under this Agreement shall terminate and Licensor and Publisher will immediately cease providing access to the Licensed Content; (ii) Licensee shall cease all use and incorporation of the Licensed Content in Licensee Software and Combined Software Solutions (including any Artificial Intelligence Technology used in connection therewith pursuant to Section 2) and shall permanently delete all Licensed Content in all forms and types of media, in Licensee’s possession, except as required for record keeping or legal compliance obligations; and (iii) any and all payment obligations of Licensee will immediately become due; and if Licensor and Publisher terminate this Agreement for Licensee’s breach under Section 7.2, in addition to any other remedies Licensor and Publisher may have under this Agreement, Licensee shall pay Licensor and Publisher all of the fees owed for the remainder of the then-current Term, including all fees that otherwise would become due to Licensor and Publisher in the absence of such termination.

7.4 Termination of this Agreement will not affect any rights and obligations of any Party which are expressed to survive termination or which have arisen on or before termination, including the right to claim damages for a breach of this Agreement. In particular, and without limiting the foregoing, Sections 1, 2.4, 2.7, 7.3, and 7.4 as well as Sections 4, 5, 6, 8, 10, 11 and 12 shall survive any termination of the Agreement.

DISPUTE RESOLUTION

8.1 NEGOTIATION.

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation among executives who have authority to settle the controversy. Following any uncured breach after Notice in accordance with Section 7 (if required), any Party may give another Party further written Notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of such further Notice, the receiving Party shall submit to the other a written response. The Notice and response under this Section 8.1 shall include with reasonable particularity (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within 30 days after delivery of the Notice, the executives of both Parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating Parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. All offers, promises, conduct and statements, whether oral or written, made in the course of the above-described negotiation by any of the Parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall a Party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the Parties.

8.2 ARBITRATION

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Virginia before three arbitrators. Except to the extent modified herein, the arbitration shall be administered by JAMS at any JAMS office in the metropolitan Washington DC area pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction in Alexandria, Virginia. Within 15 days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. All Arbitrators must have significant relevant industry experience. Each Party shall have no more than two (2) days to present its case, following which each Party shall, within seven (7) business days, present to the arbitrators a written proposal for resolution of all matters in dispute. The arbitrators shall issue their final determination within thirty (30) days of the date of the Parties’ respective submissions, which determination shall constitute the final and binding decision of the arbitrators. The determination of the arbitrators shall be deemed to be Confidential Information of the Parties and to be held in confidence by the Parties hereto and the arbitrators, except to the extent required to pursue an action to enforce, vacate, modify, or correct any arbitration award hereunder in any court of competent jurisdiction in Alexandria, Virginia. The Parties understand and agree that the provisions may be specifically enforced by injunction or otherwise in any court of competent jurisdiction and that any Party shall have the right, at any time, to seek injunctive relief from a court of competent jurisdiction in Alexandria, Virginia.

In the event that any Party institutes any authorized proceeding, including arbitration, against another Party to enforce the terms in this Agreement (or obtain any other remedy in respect of any breach of this Agreement), the prevailing Party in the proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the proceeding, including reasonable attorneys' fees and expenses and costs (including arbitration costs). The Party to which damages are owed shall be entitled to recover prejudgment interest on all damages obtained in the amount of six percent (6%) per annum.

8.3 EQUITABLE REMEDIES

Licensee acknowledges that a breach or threatened breach by it or any of its employees or representatives of any of its rights or obligations under Section 2, Section 6, or Section 7.3 would give rise to irreparable harm to the other Parties hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of any such breach or a threatened breach, each of the other Parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach or threatened breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

REPRESENTATIONS AND WARRANTY AND DISCLAIMER

9.1 MUTUAL REPRESENTATIONS AND WARRANTIES

Licensee represents and warrants to Licensor and Publisher, and each of Licensor and Publisher represent and warrant to Licensee that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the entry into this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

9.2 ADDITIONAL LICENSOR AND PUBLISHER REPRESENTATIONS AND WARRANTIES

Licensor and Publisher further represent and warrant that: (i) the licenses granted to Licensee hereunder and Licensee’s use of the Licensed Content, as provided hereunder and in accordance with the terms and conditions of this Agreement will not infringe any Intellectual Property rights of any other person or entity; and (ii) the Licensed Content does not include any third-party content that is subject to any Open Source License.

9.3 DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, THE LICENSED CONTENT IS PROVIDED SOLELY “AS IS”, “AS AVAILABLE” WITH ALL FAULTS, AND LICENSEE’S ACCESS TO AND USE OF THE LICENSED CONTENT IS AT ITS SOLE RISK. LICENSOR AND PUBLISHER DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT. LICENSOR AND PUBLISHER DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE LICENSED CONTENT WILL MEET ANY OR ALL REQUIREMENTS OF LICENSEE OR LICENSEE'S BUSINESS, BE COMPATIBLE WITH LICENSEE’S SOFTWARE, DEVICES OR SYSTEMS, OR BE OR REMAIN FREE FROM DEFECTS, INTERRUPTIONS, INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, CONSEQUENTIAL OR OTHERWISE, THAT MAY BE SUFFERED BY LICENSEE OR ITS EMPLOYEES OR AGENTS IN THE USE OF THE LICENSED CONTENT. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND LICENSEE MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THE TERM PROVIDED UNDER THE APPLICABLE LAW.

LICENSEE ACKNOWLEDGES AND AGREES THT NEITHER LICENSOR NOR PUBLISHER MAKES ANY REPRESENTATIONS OR WARRANTIES TO DEVELOPMENT CUSTOMERS, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND THAT LICENSEE SHALL NOT MAKE OR PURPORT TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF LICENSOR OR PUBLISHER TO ANY OF ITS DEVELOPMENT CUSTOMERS. LICENSEE SHALL MAKE DEVELOPMENT CUSTOMERS AWARE OF THE DISCLAIMERS SET FORTH IN THIS SECTION 9, INCLUDING BY USING BEST EFFORTS TO INCLUDE LICENSOR AND PUBLISHER IN THE SCOPE OF ANY DISCLAIMERS, RELEASES, INDEMNITY PROTECTIONS AND LIMITATIONS OF LIABILITY THAT MAY BE SET FORTH IN LICENSEE’S AGREEMENT WITH EACH AND EVERY DEVELOPMENT CUSTOMER.

INDEMNIFICATION.

10.1 Licensor/Publisher Indemnification Responsibility

Licensor and Publisher shall jointly indemnify, defend and hold harmless Licensee, its Affiliates, officers, employees and directors from and against any and all third party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and expenses), to the extent directly arising out of the infringement of any U.S. patent issued as of the Effective Date, or copyrights or trademark rights, resulting from uses of the Licensed Content as provided hereunder and expressly permitted herein and subject to the following conditions (a “Licensor Infringement Claim”). A Licensor Infringement Claim shall not include, and Licensor and Publisher shall have no obligation under this Section 10.1 with respect to, claims arising out of or related to (i) Licensee Software or Combined Software Solutions or any materials other than the Licensed Content that are incorporated or embodied in Licensee Software or Combined Software Solutions; (ii) any modification by any Party, other than Licensor or Publisher, to any Licensed Content, including any derivatives thereof, (iii) any Artificial Intelligence Technology or the use or output thereof,(iv) any use of the Licensed Content that violates, exceeds the scope of licenses granted under, or is not otherwise expressly permitted under this Agreement, and (v) use of any Licensed Content, Licensee Software or Combined Software by any Development Customer. In the event that any Licensed Content becomes, or in Licensor’s or Publisher’s opinion appears likely to become, the subject of a Licensor Infringement Claim, then Licensor and Publisher reserve the right to, in their sole discretion, (a) procure for Licensee the right to enable Licensee to continue to use the Licensed Content in question, (b) modify or replace the Licensed Content in question with non-infringing and functionally equivalent material or (c) if neither (a) nor (b) are reasonably possible, terminate this Agreement, in whole or in part, upon written notice to Licensee. The foregoing provisions herein state Licensor’s and Publisher’s entire liability and Licensee’s exclusive remedies for any Licensor Infringement Claim.

10.2 Licensee Indemnification Responsibility

Licensee shall indemnify, defend and hold harmless Licensor and Publisher, their respective Affiliates, officers, employees and directors from and against any and all third party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature, (including reasonable attorneys’ fees and expenses) arising out of or relating to: (i) Licensee’s or any of its employee’s or representatives’ failure to comply with or violation of any applicable law or regulation, (ii) any allegation that Licensee Software or Combined Software Solutions infringes, misappropriates, or otherwise violates any third party’s Intellectual Property right (except to the extent such infringement arises solely from the content within the Licensed Content as made available by Licensor or Publisher); (iii) any modifications to the Licensed Content; or (iv) Licensee’s or any of its employees’ or representatives’ breach of this Agreement or other unauthorized use of any Licensed Content.

10.3 Indemnity Procedures

As a condition to the foregoing indemnity obligations of the Parties, the indemnifying Party (the “Indemnifying Party”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the Party seeking indemnification (the “Indemnified Party”), provided that the Indemnified Party (i) notifies the Indemnifying Party promptly, in writing, of the action; (ii) provides the Indemnifying Party with all reasonable information and assistance to settle and/or defend the action (at the Indemnifying Party’s reasonable expense); and (iii) grants the Indemnifying Party sole authority and control of the defense or settlement of the action, provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or that is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of such Party, which consent shall not be unreasonably withheld. For avoidance of doubt, the Indemnified Party shall have the right to participate in but not to control the defense and/or settlement of any claim covered by this Section 10 with counsel of its own choosing at its own expense. The Indemnifying Party agrees to keep the Indemnified Party regularly and completely informed of the status of any claim hereunder.

LIMITATIONS OF LIABILITY

EXCEPT FOR A BREACH OF SECTION 2 OR SECTION 6, INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, (i) IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT AND (ii) LICENSOR’S AND PUBLISHER’S COMBINED AGGREGATE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID OR PAYABLE BY LICENSEE TO PUBLISHER AND LICENSOR UNDER THIS AGREEMENT.

GENERAL

12.1 Notices

Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and as follows. Notices to Licensee shall be sent to the email address provided during the online ordering process (or thereafter updated by Licensee through its online account) and Notices to Licensor and/or Publisher shall be sent to the address set forth below (or to such other address that Licensor or Publisher may thereafter designate from time to time in accordance with this Agreement). For the avoidance of doubt, all Notices from Licensee to Licensor shall be sent to Publisher. Each Party shall deliver all Notices by email as well as a physical copy by personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid), and Notice shall be deemed given upon transmission of such email so long as no “bounce-back” or other error or message of undeliverability is received.

12.2 Modification

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by an authorized representative of each Party hereto.

12.3 Governing Law and Venue

This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, USA, without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction). For avoidance of doubt and notwithstanding the foregoing, the Parties agree that the Agreement shall not be interpreted under the Uniform Computer Information Transactions Act or Virginia’s enactment of any portion thereof. Without limiting any arbitration provisions set forth herein, the Parties agree that any litigation brought under or in connection with this Agreement will be brought exclusively in a court of competent jurisdiction located in Alexandria, Virginia. The Parties hereby irrevocably submit to and waive in advance any objection based upon improper venue, forum non conveniens, or lack of personal jurisdiction of such courts for any such litigation.

12.4 Non-waiver of Rights

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.5 Entire Agreement

This Agreement, together with the recitals and all related order forms, invoices, and amendments hereto, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein (including any and all use of the X12 Standard), and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter (including any such agreements among the Parties’ respective Affiliates and predecessors, including the Data Interchange Standards Association). In the event of any inconsistency between the body of this Agreement and the related order forms, invoices, or amendments (other than an exception expressly set forth as such therein), the body of this Agreement governs and controls.

12.6. Compliance with Laws

The Parties will comply with all applicable laws, including the laws of intellectual property, data protection, and privacy. The execution of this Agreement does not conflict with any provision of any other agreement, court decision or administrative order binding upon the Parties. It is not a purpose of this Agreement that a Party processes or uses personal data of the other Party for business purposes. Rather, any transfer of personal data will only take place in exceptional circumstances as an incidental effect of performing contractual duties. In case a Party grants the other Party access to its personal data: (i) the first Party is solely responsible for obtaining any required consents, providing any required notices, and otherwise taking all actions required by applicable laws necessary for it to transfer the personal data to the other Party in the other Party’s home jurisdiction (which for the Licensor and the Publisher is the United States); (ii) the Parties shall otherwise comply with the applicable data protection legislation; and (iii) the Parties shall execute any necessary declaration to this regard.

12.7 Severability

If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.8. Independent Contractors

All Parties represent that they are independent contractors in performing all obligations hereunder, and nothing contained herein shall be deemed or construed to create any employer/employee relationship or any partnership or joint venture among the Parties or their respective directors, officers, employees, or independent contractors.

12.9 Assignments

This Agreement shall inure to the benefit of, and be binding on, each Party and their respective successors and permitted assigns. Licensor and/or Publisher has the right to transfer or assign this Agreement, in whole or in part, upon written notice to Licensee. Licensee may not transfer or assign this Agreement, or any of its rights or obligations hereunder, by operation of law or otherwise, without Licensor’s and Publisher’s prior written consent, which consent may be withheld in their respective sole and absolute discretion. Any purported transfer, assignment or delegation in violation of this Section shall be null and void.

12.10 Interpretation

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole, including any recitals, order forms, invoices, and amendments; and (d) the singular includes the plural and the plural includes the singular. Unless the context otherwise requires, references herein: (x) to sections, invoices and order forms mean the sections of and invoices and order forms attached or provided in connection with this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The order forms and invoices referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.