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Collaborate Terms of Service

Last Modified: July 27, 2026 (Version 1.0)

These Terms of Service (this "Agreement") are a binding contract between you or the entity you represent ("Customer," "you," or "your") and Network Ninja, Inc. ("NNI," "we," or "us"). This Agreement governs your access to and use of Collaborate, NNI's case-management platform (the "Platform"), any related applications, and any content, tools, features, and functionality offered on or through the Platform (collectively, the "Services"). Services provided under this Agreement are for business or commercial, and not personal or consumer, use.

THIS AGREEMENT TAKES EFFECT AT THE EARLIEST OF WHEN YOU CLICK THE ["I ACCEPT"] BUTTON, EXECUTE AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESS OR USE THE SERVICES (the "Effective Date"). BY CLICKING ON THE ["I ACCEPT"] BUTTON, EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

Changes to the Agreement. NNI may revise and update this Agreement from time to time in its sole discretion. For Customers with access to the Services pursuant to an Order, changes are not effective during the term of the then-current Order. In all other instances, (a) changes are effective immediately when we post them and apply to all access to and use of the Services thereafter, and (b) your continued use of the Services following the posting of a revised Agreement means that you accept and agree to the changes.

1. Definitions

"Aggregated Statistics" has the meaning set out in Section 2(d).

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content based on user-supplied prompts.

"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder, including case workers, program staff, supervisors, and other personnel granted access by Customer.

"Business Associate Agreement" or "BAA" means the business associate agreement executed by the parties under Section 3(b) governing NNI's handling of PHI on Customer's behalf under HIPAA.

"Confidential Information" has the meaning set out in Section 6.

"Customer Data" means all information, data, and other content, in any form or medium, that is submitted, uploaded, posted, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Services, including individual and case records, form submissions, documents, notes, and any outputs based thereon or derived therefrom. Customer Data does not include Aggregated Statistics.

"Documentation" means NNI's user manuals, handbooks, and guides relating to the Services provided by NNI to Customer electronically.

"Fees" has the meaning set out in Section 5.

"Losses" has the meaning set out in Section 10(a)(i).

"NNI IP" means the Services, the Documentation, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing, including Aggregated Statistics and any information, data, or other content derived from NNI's monitoring of Customer's access to or use of the Services. NNI IP does not include Customer Data. NNI IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

"Order" means an ordering document or online order entered into between you and NNI that references this Agreement and describes the Services you are subscribing to.

"Organization" (also referred to as a "workspace") means the Customer entity whose tenant account holds the Customer Data. "You"/"Customer" and "Organization" are used interchangeably where context requires; individual staff who access the Services within their role act on behalf of, and do not personally become, the Customer.

"Participant Portal" means the separate, individual-facing area of the Services through which an individual served by an Organization may sign in to view or submit information that the Organization makes available to that individual. Access to the Participant Portal is governed by Section 3(g).

"Protected Health Information" or "PHI" has the meaning given under the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations.

"Service Suspension" has the meaning set out in Section 2(f).

"Term" has the meaning set out in Section 12(a).

"Third-Party Claim" has the meaning set out in Section 10(a)(i).

"Third-Party Products" means any products, technology, content, data, services, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including AWS Bedrock and any other third-party AI Technology used to provide the Services' optional AI-assisted features, and Twilio, used to deliver SMS notifications.

2. Access and Use

(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with the terms and conditions of this Agreement, NNI hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users in accordance with these terms and conditions. NNI shall provide you the necessary credentials to allow you access to the Services.

(b) Documentation License. Subject to the terms and conditions of this Agreement, NNI hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(c) Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any outputs to develop, train, or improve a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction, or any other method to extract data from the Services in bulk; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services in violation of any applicable law or regulation; or (viii) share access credentials or otherwise provide access to Customer Data to any person who is not an Authorized User.

(d) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, NNI may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by NNI in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between NNI and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by NNI. Aggregated Statistics consist solely of anonymized usage counts and platform performance metrics, for example, the total number of cases or form submissions across the platform, or average response times. They never include case data, names, form contents, documents, or any other Customer Data. NNI may use and publish Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

(e) Reservation of Rights. NNI reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the NNI IP or Third-Party Products.

(f) Suspension. Notwithstanding anything to the contrary in this Agreement, NNI may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) NNI reasonably determines that (A) there is a threat or attack on any of the NNI IP; (B) Customer's or any Authorized User's use of the NNI IP disrupts or poses a security risk to the NNI IP, to NNI, or to any other customer or vendor of NNI; (C) Customer or any Authorized User is using the NNI IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) NNI's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of NNI has suspended or terminated NNI's access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with Section 5 (any such suspension, a "Service Suspension"). NNI shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access following any Service Suspension. NNI shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. NNI will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(g) Beta and Preview Features. NNI may make functionality available on a beta, preview, pilot, early-access, or otherwise feature-flagged basis, identified as such in the Services or in NNI's communications ("Beta Features"). Customer's use of a Beta Feature is voluntary. Beta Features are provided "as is," are excluded from the warranty in Section 9(a) and from the availability target in Section 4, and may be changed, limited, or discontinued at any time without liability, whether or not the functionality later becomes generally available. NNI's confidentiality obligations under Section 6, its data-security and incident obligations under Section 7, and the BAA apply in full to Customer Data processed through a Beta Feature.

3. Customer Responsibilities

(a) Acceptable Use. The Services are designed for use by human-services organizations for the purpose of managing cases, individuals, forms, documents, and related program activities. The Services may not be used for personal, consumer, or non-professional purposes. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, or in violation of any applicable law or regulation. You represent and warrant that your Organization is a legitimate entity with a lawful professional purpose for using the Services. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and NNI's then-current acceptable-use and security policies referenced in or linked from the Order at signing. NNI may update those policies, but a material change does not take effect for a Customer during its then-current Order Term.

(b) HIPAA and PHI. To the extent your use of the Services involves PHI, you acknowledge that you are responsible for determining whether your use of the Services is compliant with HIPAA and any other laws applicable to you. Where NNI processes PHI on your behalf, it does so as a business associate under a Business Associate Agreement (BAA). You represent and warrant that you have obtained all necessary consents and legal authority required before submitting PHI or other sensitive information to the Services. NNI presents its standard BAA for review and acceptance when an Organization's workspace is created; the accepted version is incorporated into this Agreement by reference, and NNI records which version was accepted, by whom, and a cryptographic hash of the exact document accepted, so that the operative text can be established later. NNI will make the current form available for review before acceptance on request, and will negotiate and execute a Customer's own BAA form where the parties agree.

(c) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions applicable to their use of the Services and shall cause Authorized Users to comply with such provisions.

(d) Credentials and Access. You are responsible for keeping all passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify NNI about any unauthorized access to your credentials or any suspected security incident involving Customer Data.

(e) Third-Party Products. The Services use Third-Party Products, including AI Technology and messaging services provided by third parties, to deliver certain features. By using the Services, you acknowledge and agree that NNI is not responsible for the content, accuracy, completeness, or availability of outputs generated by, or messages delivered through, Third-Party Products. NNI does not warrant or endorse Third-Party Products and hereby disclaims all liability or responsibility to you or any other person for any Third-Party Products. Such Third-Party Products are subject to their own terms and conditions.

(f) Customer Data. Customer is responsible for all Customer Data and represents and warrants that Customer has all rights, licenses, and permissions required to submit Customer Data to the Services, including all necessary consents or legal authority to collect, upload, and process the individual, case, and program information it submits. Customer is solely responsible for evaluating the accuracy and appropriateness of any AI-generated output for Customer's use case, and for applying appropriate human review before relying on any AI-generated output in any decision or proceeding.

(g) Participant Portal. Where Customer enables the Participant Portal, the individuals who sign in to it are not Authorized Users and do not become Customers. They access a limited, individual-scoped view of the Services at Customer's direction and subject to a separate consent presented in the portal itself. Customer is responsible for deciding which individuals receive portal access and what information is made visible to them, for obtaining any consent or authorization that access requires (including verifiable parental or guardian consent for a minor), and for revoking access when it is no longer appropriate. Information an individual submits through the Participant Portal is Customer Data, and NNI's obligations under Sections 6 and 7 and the BAA apply to it on the same terms as Customer Data submitted by an Authorized User.

(h) AI Output Disclaimer. Customer acknowledges that AI-generated outputs from the Services' optional AI-assisted features are generated by automated systems and may contain errors, omissions, or inaccuracies. Such outputs are provided as aids only and do not constitute legal, clinical, or professional conclusions or certified records. Customer is solely responsible for all decisions made in reliance on AI-generated outputs.

4. Support

NNI targets at least 99.5% monthly availability of the Services, excluding scheduled maintenance, force majeure, Customer-caused issues, and third-party/upstream provider outages. Specific service levels, support hours, severity-based response times, maintenance windows, and any service credits (which, where offered, are Customer's sole and exclusive remedy for availability shortfalls and are capped at the affected month's Fees) are as set out in the applicable Order or a separate service-level agreement. Absent such an Order or agreement, the 99.5% target is a good-faith objective rather than a credit-bearing commitment, NNI provides the Services on the "as is" basis described in Section 9, and NNI provides reasonable operational and security maintenance regardless.

5. Fees and Payment

(a) Fees. Customer shall pay NNI the fees as described on the Order or, in the absence of an Order, as set out at the Collaborate pricing page ("Fees"). Fees are structured as a recurring subscription (billed through Stripe), or such other arrangement as set out in the applicable Order. Customer shall make all payments in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting NNI's other rights and remedies: (i) NNI may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse NNI for all reasonable costs incurred by NNI in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if the failure continues for 45 days or more, NNI may suspend Customer's and all Authorized Users' access to any portion or all of the Services until such amounts are paid in full. For Customers that are government entities or are subject to a state or federal Prompt Payment Act or similar law governing payment terms, the interest and cost-reimbursement provisions in (i) and (ii) apply only as, and to the extent, permitted by that law, and the period in (iii) before any suspension is extended to sixty (60) days; NNI will not suspend the Services of a Customer that is disputing an invoice in good faith and paying undisputed amounts. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on NNI's income. Customers that are exempt from certain taxes will provide a valid exemption certificate.

(b) Changes and Pricing. NNI may revise the pricing, availability, specifications, content, descriptions, or features of the Services. For a Customer under an Order with a defined term, Fees are fixed for that term and any price change takes effect no earlier than the next renewal term, on at least thirty (30) days' advance notice; the Customer may decline the increase by terminating at the end of the then-current term under Section 12(b)(i). For a Customer not under a defined-term Order, price changes take effect at the start of the first full billing period beginning at least thirty (30) days after notice, and the Customer may terminate before the change takes effect to avoid it.

6. Confidential Information

From time to time during the Term, NNI and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Without limiting the foregoing, NNI IP is NNI's Confidential Information, and Customer Data is Customer's Confidential Information. Confidential Information does not include information that, at the time of disclosure: (a) is in the public domain; (b) is known to the receiving party; (c) is rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) is independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings; or (iii) where the receiving party is a government entity, to the extent disclosure is compelled by a public-records, open-records, freedom-of-information, or sunshine law, provided the party gives the other prior written notice where lawful and reasonably cooperates in any effort to limit or protect the disclosure. Disclosure compelled under clause (iii) is not a breach of this Agreement. Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, that (a) for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law; and (b) for Customer Data, NNI's obligations of non-disclosure are not subject to the five-year expiration and continue for as long as NNI holds, processes, or retains that Customer Data. Clause (b) reflects that Customer Data includes information about the individuals an Organization serves, which is frequently subject to confidentiality duties that carry no time limit, including under HIPAA, the Victims of Crime Act (28 C.F.R. § 94.115), and the Violence Against Women Act (34 U.S.C. § 12291(b)(2)).

7. Data Security and Retention

(a) Security Controls. NNI maintains technical and organizational security controls designed to protect Customer Data, including: encryption of all Customer Data at rest using AES-256 via AWS Key Management Service (KMS); encryption of data in transit using TLS; multi-factor authentication; role-based access controls at the workspace and program level, consistent with the HIPAA minimum necessary standard (45 C.F.R. §§ 164.502(b), 164.514(d)); row-level security enforced at the database layer, so that isolation between Organizations does not depend on application code correctly filtering each query; audit logging of access to and changes of sensitive and PHI records; a sliding inactivity session timeout (30 minutes by default) and an absolute maximum session lifetime (8 hours by default); and progressive-delay throttling on repeated failed sign-in attempts, in each case as then implemented or using substantially equivalent controls. NNI maintains a HIPAA-compliant security program implementing the administrative, physical, and technical safeguards required by the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C). NNI's conformance with the HIPAA requirements applicable to it as a business associate is assessed each year by an independent third party. That HIPAA assessment is separate from, and complements, NNI's SOC 2 Type II attestation, which evaluates NNI's controls against the AICPA Trust Services Criteria and is renewed annually. On request and under confidentiality, NNI will make available to Customer a summary of its most recent independent HIPAA assessment, its current SOC 2 Type II report, and a security overview. The specific parameters above (for example, encryption algorithm and session-timeout values) may evolve as NNI improves its security posture, provided protection remains at least equivalent. NNI requires its personnel to complete security and privacy training, be bound by confidentiality obligations, and, for personnel with access to Customer Data or PHI, pass background screening consistent with its security program and applicable law.

(b) Data Retention. NNI retains Customer Data for the duration of the Term. Any obligation to retain case records or related records for a particular period arises under the laws and policies applicable to Customer and is Customer's responsibility, not NNI's. Customer may export Customer Data at any time through the Services in a documented, machine-readable format, and is solely responsible for exporting and preserving any Customer Data it is required to retain. For at least thirty (30) days after expiration or termination (or the period stated in the Order or BAA), NNI will make the Services available for Customer to export its Customer Data, or will otherwise provide a reasonable export on request. After that window, and upon termination of an Organization's workspace, NNI deletes that Organization's Customer Data and its associated audit records from the Services in a workspace-scoped deletion (return-or-destroy consistent with the BAA). Two exceptions apply to that deletion: any records NNI is required to retain by applicable law, and a minimal administrative record of the deletion itself (including the workspace name and identifiers, who requested the deletion and when, and the history of BAA and Terms of Service acceptances), which NNI retains to evidence that the deletion occurred and that those agreements were accepted, and which contains no case, form, document, note, or individual records. NNI will confirm deletion in writing on request. NNI will not require Customer to delete records it is legally required to retain.

(c) Security Incidents. NNI will notify Customer without undue delay, and in any event within seventy-two (72) hours after NNI becomes aware of a security incident that resulted in unauthorized access to or disclosure of Customer Data (or the shorter period the BAA requires). The notice will describe, to the extent known, the nature and scope of the incident, the Customer Data and, where applicable, the individuals affected, and NNI's remediation steps, and NNI will reasonably cooperate with Customer's own breach-notification obligations. This 72-hour commitment is substantially more protective than the HIPAA Breach Notification Rule's own outer limit, which allows a business associate up to 60 calendar days to notify a covered entity after discovering a breach (45 C.F.R. § 164.410). If a law-enforcement official states that notification would impede a criminal investigation or damage national security, NNI may delay the notice for the time the official specifies, as contemplated by 45 C.F.R. § 164.412, and will give the notice as soon as that period ends. NNI will document any such request and, to the extent the official permits, will tell Customer that a notice is being withheld at law-enforcement direction and for how long. This is the only circumstance in which NNI will exceed the 72-hour period. The BAA governs incidents involving PHI and controls to the extent of any conflict.

(d) Subprocessors. NNI engages a limited set of vetted third-party providers to operate the Services, and binds each provider that receives Customer Data in identifiable form under written confidentiality obligations and, for providers that handle PHI, a HIPAA-compliant business associate agreement flowed down from the BAA. In this Section 7(d), a provider or subprocessor that receives or processes Customer Data means one that receives it in identifiable form; it does not include a provider that receives only a one-way cryptographic hash or similar data that cannot be used to reconstruct or identify Customer Data, such as the timestamp authorities used to timestamp an electronically signed document. On Customer's request, NNI will provide its current list of subprocessors that process Customer Data (subject to confidentiality/NDA). NNI will give Customer at least thirty (30) days' advance notice before a new subprocessor begins processing Customer Data or PHI (by updating the list provided on request and/or notifying Customer). If Customer reasonably objects on data-protection grounds and the parties cannot resolve the objection, Customer may terminate the affected Services for convenience and receive a pro-rata refund of prepaid Fees for the unused portion; objection is not a right to veto NNI's choice of provider.

8. Intellectual Property Ownership; Feedback

(a) NNI IP. Customer acknowledges that, as between Customer and NNI, NNI owns all right, title, and interest, including all intellectual property rights, in and to the NNI IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data. NNI acknowledges that, as between NNI and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to NNI a non-exclusive, royalty-free, worldwide license to reproduce, store, process, and otherwise use Customer Data as necessary for NNI to provide the Services to Customer. NNI will not use Customer Data to train, fine-tune, or improve AI models. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, NNI may delete Customer Data if NNI determines that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law; except where prohibited by law or where the violation poses an ongoing security or legal risk, NNI will give Customer prior notice and a reasonable opportunity to export the affected Customer Data before deletion. This right is subject to any applicable BAA.

(c) Feedback. If you or any Authorized User sends or transmits any communications or materials to NNI suggesting or recommending changes to the Services, including new features or functionality, or any comments, questions, or suggestions ("Feedback"), NNI is free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to NNI all right, title, and interest in, and NNI is free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although NNI has no obligation to acknowledge receipt of or use any Feedback.

9. Limited Warranty and Warranty Disclaimer

(a) Limited NNI Warranty. NNI warrants that the Services will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and NNI's sole liability for breach of the foregoing warranty is for NNI to use reasonable efforts to correct the Services to conform to the Documentation. NNI does not make any representations or guarantees regarding uptime or availability of the Services except as expressly set out in an applicable Order or service-level agreement. THE FOREGOING WARRANTY DOES NOT APPLY, AND NNI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

(b) Malicious Code. NNI warrants that (i) it will not knowingly introduce into the Services any virus, worm, trojan horse, ransomware, time bomb, or other code intended to disrupt, disable, damage, or gain unauthorized access to the Services, Customer's systems, or Customer Data, and (ii) it will use commercially reasonable efforts, consistent with the security program described in Section 7(a), to prevent, detect, and remediate malicious code in the Services. Customer's sole remedy and NNI's sole liability for breach of this warranty is for NNI to remediate the affected code and, where the malicious code resulted in unauthorized access to or disclosure of Customer Data, to meet its obligations under Section 7(c) and the BAA. This warranty does not apply to Third-Party Products or to code introduced by Customer, an Authorized User, or anyone using Customer's credentials.

(c) Customer Warranty. You represent, warrant, and covenant that you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data so that, as received by NNI and processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

(d) Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN SECTIONS 9(a) AND 9(b), THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND NNI SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NNI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NNI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI-GENERATED OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE (EXCEPT AS EXPRESSLY WARRANTED IN SECTION 9(b)), OR ERROR-FREE. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI-GENERATED OUTPUTS (i) MAY BE INACCURATE, MISLEADING, OR INCOMPLETE; (ii) ARE NOT SUBSTITUTES FOR HUMAN REVIEW BY QUALIFIED PROFESSIONALS; (iii) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION; AND (iv) DO NOT CONSTITUTE LEGAL, CLINICAL, OR PROFESSIONAL CONCLUSIONS OR CERTIFIED RECORDS OF ANY KIND.

10. Indemnification

(a) NNI Indemnification.

(i) NNI shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") (A) that the Services (excluding Third-Party Products and AI-generated outputs) infringe or misappropriate such third party's patent, copyright, trademark, or trade secret rights; or (B) to the extent arising from NNI's breach of its confidentiality or data-security obligations under Section 6 or Section 7 or the Business Associate Agreement (including a Third-Party Claim by an affected individual or a regulator), provided that Customer promptly notifies NNI in writing of the Third-Party Claim, cooperates with NNI, and allows NNI to control the defense and settlement of such Third-Party Claim (except that NNI will not settle any claim in a way that imposes a non-indemnified liability or admission on Customer without Customer's consent). NNI's liability under this Section 10(a)(i), under clause (A) and clause (B) alike, is subject to the Elevated Cap in Section 11(c) and not to the general cap in Section 11(b).

(ii) If such a Third-Party Claim is made or NNI reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit NNI, at NNI's sole discretion, to (A) modify or replace the Services, or any component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If NNI determines that neither alternative is reasonably available, NNI may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) The infringement indemnity in Section 10(a)(i)(A) will not apply to the extent that any such Third-Party Claim arises from (A) Customer's or any Authorized User's use of the Services in combination with any products, services, or software not provided by NNI; (B) modifications to the Services not made by NNI; (C) Customer Data; (D) Third-Party Products; (E) Customer's disablement or circumvention of any applicable filtering or safety tools or functions of the Services; or (F) Customer's violation of this Agreement or applicable law. (These carve-outs do not apply to the data-security indemnity in Section 10(a)(i)(B), which is already limited to the extent the breach arises from NNI's own failure to meet its obligations.)

(iv) NNI's defense and indemnification obligations under Section 10(a) count toward the Elevated Cap in Section 11(c). If NNI's covered spend approaches the Elevated Cap while a defense is ongoing, NNI will promptly notify Customer; NNI's payment obligation ceases at the Elevated Cap, but NNI will not simply abandon the defense; it will reasonably cooperate in an orderly transition so Customer may assume its own defense without prejudice. NNI's cyber-liability insurance under Section 19 is intended to fund defense and indemnity within the Elevated Cap.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at NNI's option, defend NNI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or NNI's processing thereof in accordance with this Agreement, infringes or misappropriates a third party's intellectual property or proprietary rights; (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement or in violation of applicable law; or (iii) arising from Customer's reliance on AI-generated outputs without appropriate human review; provided that Customer may not settle any Third-Party Claim against NNI unless NNI consents to such settlement, and further provided that NNI will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

If Customer is a U.S. federal, state, tribal, or local government entity or public agency (or another entity that is prohibited by an applicable constitution, statute, or regulation, not merely by internal policy or a general grant condition, from providing an indemnity, agreeing to defend, or waiving sovereign immunity), then this Section 10(b) applies only to the extent permitted by the law applicable to that Customer, any such obligation is subject to the availability of lawfully appropriated funds, and nothing in this Section requires that Customer to indemnify or defend NNI beyond what its governing law allows. A government Customer whose counsel (e.g., a state Attorney General) must control its own defense is not required to let NNI control that defense; the parties will reasonably cooperate. This accommodation mirrors the sovereign-immunity provision in Section 16. For clarity, being grant- or government-funded does not by itself relieve a non-government Customer of its obligations under this Section 10(b).

(c) Sole Remedy. SECTION 10(a)(i) (together with Section 2(f) and Section 12) SETS OUT CUSTOMER'S SOLE REMEDIES AND NNI'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. NNI's aggregate liability under this Section 10 is subject to the applicable limitation in Section 11 (the Elevated Cap in Section 11(c) applies to NNI's indemnification obligations).

11. Limitations of Liability

(a) Exclusion of indirect damages. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; OR (iv) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR SUCH LOSSES WERE OTHERWISE FORESEEABLE. This exclusion does not limit either party's indemnification obligations under Section 10 for amounts payable to a third party (including a third party's award of the categories listed above). For clarity, the reasonable, documented costs of legally-required breach notification, credit or identity monitoring, and regulatory response arising from a party's breach of its data-security or confidentiality obligations are direct damages, not excluded by this Section 11(a), and are recoverable subject to the applicable cap in this Section 11 (for NNI's breach, the Elevated Cap in Section 11(c)). "Regulatory response" means the reasonable cost of responding to a governmental or regulatory inquiry or investigation (such as outside legal and forensic/consulting fees); it does not include fines, penalties, or assessments imposed on a party, which are addressed, if at all, through indemnification and remain subject to the caps in this Section 11.

(b) General cap. EXCEPT AS STATED IN SECTION 11(c) AND 11(d), AND EXCEPT AS PROHIBITED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO NNI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Elevated cap for confidentiality, data security, and indemnity. FOR (i) NNI'S BREACH OF ITS CONFIDENTIALITY OR DATA-SECURITY OBLIGATIONS, (ii) NNI'S BREACH OF THE BUSINESS ASSOCIATE AGREEMENT, OR (iii) NNI'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10(a), NNI'S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (x) THREE (3) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE TO NNI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (y) FIVE MILLION DOLLARS ($5,000,000) (THE "ELEVATED CAP"). The $5,000,000 floor is set to correspond to the technology errors-and-omissions / cyber coverage NNI maintains under Section 19, and that coverage is intended to fund NNI's liability up to that amount rather than leave it unsupported. As Section 19 states, that insurance supports, and does not cap or replace, NNI's obligations or liability under this Agreement; the Elevated Cap and NNI's obligations apply whether or not any particular claim is covered by or paid under a policy. The Elevated Cap is a single aggregate ceiling on NNI's liability: in no event will NNI's total aggregate liability under Sections 11(b) and 11(c) combined exceed the Elevated Cap, and any amount counted under Section 11(b) counts toward it. Where the Agreement has been in effect for less than twelve months, the amounts paid or payable are annualized (the amounts paid or payable divided by the number of months in effect, multiplied by twelve) for purposes of both caps.

(d) Exclusions from the caps. THE LIMITATIONS IN SECTIONS 11(b) AND 11(c) DO NOT APPLY TO: (i) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (ii) CUSTOMER'S OBLIGATION TO PAY FEES FOR THE SERVICES; (iii) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10(b) (which are not limited by this Section 11); OR (iv) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

(e) Allocation of fault. Neither party is liable under this Agreement to the extent a loss was caused by the other party's acts, omissions, misuse of the Services, or breach of this Agreement.

12. Term and Termination

(a) Term. The term of this Agreement begins on the Effective Date and, unless sooner terminated in accordance with this Agreement, continues for the period set out in the Order or, absent an Order or a defined period therein, until terminated (the "Term").

(b) Termination.

(i) Termination for convenience. Either party may terminate this Agreement for convenience effective at the end of the then-current Term by giving written notice at least thirty (30) days before the Term would otherwise renew (or, where there is no defined Term, on thirty (30) days' written notice). NNI may additionally terminate for convenience during a Term on at least sixty (60) days' written notice; if it does so (other than for Customer's uncured breach or an event under Section 12(b)(iii)), NNI will refund the pro-rata portion of any prepaid Fees for the unused remainder of the Term. Customer may terminate before the end of the then-current Term only as expressly permitted in this Agreement, namely: for cause under Section 12(b)(ii) or 12(b)(iii); on a Fee increase under Section 5(b); under Section 12(b)(iv) (non-appropriation); on a subprocessor objection under Section 7(d); on a force-majeure event under Section 20; or on an assignment/change-of-control objection under Section 22(h). Enterprise Orders may address termination separately.

(ii) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides written notice of such breach.

(iii) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(iv) Non-appropriation (government and specifically grant-funded Customers). This Section applies only where Customer is (A) a government entity whose payment obligation is contingent on legislative appropriation, or (B) a Customer whose payment for the Services is directly and solely funded by a specific appropriation or grant identified in the Order. If the funds so identified are not appropriated, are withdrawn, or otherwise become unavailable for the Services in a fiscal period, and the Customer has no other funds lawfully available and within its control to pay for the Services, Customer may terminate the affected portion of this Agreement effective at the end of the last period for which such funds were available, on at least thirty (30) days' written notice accompanied by a certification signed by an authorized officer describing the non-appropriation. In that event Customer is released from payment obligations for periods after the effective date, and NNI will refund the pro-rata portion of any prepaid Fees for the unused remainder of the Term. Customer will not invoke this Section as a substitute for termination for convenience, and during the terminated period will not procure substantially similar services from any source for the same purpose.

(c) Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the NNI IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund except the pro-rata refunds expressly provided in this Agreement, including Section 12(b)(i) (NNI termination for convenience), Section 12(b)(iv) (non-appropriation), Section 7(d) (subprocessor objection), and Section 20 (force majeure). Following expiration or termination of this Agreement, NNI will permanently delete Customer Data and associated audit records from the Services and all systems NNI controls, as described in Section 7(b), except as otherwise required by applicable law. Customer is solely responsible for exporting or preserving any Customer Data it requires before expiration or termination.

(d) Survival. This Section 12(d), and Sections 1, 5, 6, 7(b), 7(c), 8, 9(d), 10, 11, 14, 15, 16, 19, and 22, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.

13. SMS Messaging Terms

This Section applies where your Organization enables SMS/text-message notifications through the Services.

  • Program name. Collaborate Notifications.
  • Program description. Transactional notifications sent to case workers, program staff, and program participants via the Collaborate platform, for example, appointment or task reminders, form requests, portal invitations, and status updates configured by an Organization.
  • How consent is obtained. Staff users provide their phone number through the platform (at sign-up or in their profile) and opt in to receive text messages. For program participants and other individuals an Organization serves, the Organization is responsible for collecting the phone number and obtaining the recipient's consent to be texted before that number is added, and, for minors, for obtaining verifiable parental or guardian consent. Recipients can opt out at any time by replying STOP.
  • Message frequency. Message frequency varies and depends on your Organization's configuration and your activity.
  • Cost. Message and data rates may apply.
  • Opt-out and help. If you receive these texts, you can cancel at any time. Reply STOP to opt out; after you send STOP, we will send a confirmation and then stop sending messages. To resume, sign up again. Reply HELP for help; a HELP reply returns the program name (Collaborate Notifications), support contact, and a reminder that message and data rates may apply. You can also opt out by contacting the Organization that texts you.
  • Carriers. Carriers are not liable for delayed or undelivered messages.
  • Support / contact. For questions about the SMS program, contact your Organization's administrator, or NNI at privacy@networkninja.com.

SMS messages are delivered through Twilio, our SMS provider. Phone numbers collected for SMS are used only to deliver these messages and are never sold or used for marketing; no mobile information (including SMS opt-in data and consent) is shared with any third party or affiliate for marketing or promotional purposes. See the Privacy Policy for details.

14. Export Regulation

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

15. US Government Rights

Each of the software components that constitute the Services and the Documentation is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

16. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois. Any legal suit, action, or proceeding arising out of this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in the city of Chicago, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Notwithstanding the foregoing, if Customer is a government entity that is prohibited by applicable constitutional provision, statute, or regulation from agreeing to the governing law or venue specified above, then, without the need for further negotiation: (a) this Agreement is governed by the laws of the state in which that Customer is located, without regard to conflict-of-laws rules; (b) venue lies in the courts of competent jurisdiction located where that Customer is located, or as that Customer's governing law otherwise requires; and (c) nothing in this Agreement waives or limits any sovereign immunity or defense available to that Customer. Any different law or venue required by that Customer's governing law controls over this Section.

17. Publicity

During the Term, NNI may (a) subject to Customer's separate written consent, use Customer's name, logo, and marks to identify Customer as a customer of the Services in marketing materials and on NNI's website, and (b) subject to Customer's mutual agreement in each case, produce and publish a case study regarding Customer's use of the Services. NNI will use Customer marks in accordance with any brand guidelines that Customer provides to NNI prior to such use.

18. Relationship of the Parties

(a) Independent contractors. For all purposes under this Agreement, Customer and NNI will be and act as independent contractors and will not bind nor attempt to bind the other to any contract.

(b) No third-party beneficiaries. This Agreement is for the sole benefit of Customer and NNI and their permitted successors and assigns. Nothing in it, express or implied, is intended to confer on any other person any legal or equitable right, benefit, or remedy under or by reason of this Agreement. This includes the individuals whose information is contained in Customer Data: NNI's obligations under this Agreement run to Customer, which controls those records and holds the relationship with, and the responsibility to, the individuals it serves. This Section does not limit any right or protection an individual has under applicable law (including HIPAA and any state or federal confidentiality statute governing Customer's programs), any obligation NNI owes Customer with respect to those individuals under Sections 6 and 7, or any remedy available to Customer under the BAA.

19. Insurance

During the Term, NNI will maintain, at its expense: (a) technology errors-and-omissions insurance, including privacy/network-security (cyber) liability, of at least $5,000,000; and (b) commercial general liability of at least $2,000,000 per occurrence and $4,000,000 aggregate (and automobile liability of at least $2,000,000 combined single limit). On request, NNI will provide a certificate of insurance evidencing this coverage and reasonable notice of cancellation. Non-government Customers will maintain commercially reasonable cyber-liability and general-liability coverage appropriate to their use of the Services and their own data-handling obligations. This insurance supports, and does not cap or replace, either party's obligations or liability under this Agreement.

NNI's obligation to procure and maintain the coverage described above applies during the Term. Following expiration or termination, this Section survives only as to (a) NNI's obligation to provide, on request, evidence of the coverage that was in force during the Term, and (b) the preceding sentence; it does not require NNI to procure new coverage for periods after the Term. Because technology errors-and-omissions and cyber coverage is customarily written on a claims-made basis, for so long as NNI maintains that line of coverage NNI will not intentionally reset or advance its retroactive date in a way that would exclude acts or omissions occurring during the Term.

20. Force Majeure

Neither party is liable for any delay or failure to perform (other than a payment obligation) to the extent caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, governmental action, or failure or disruption of the internet, utilities, or a third-party provider (such as a hosting, AI, or telecommunications provider). The affected party will use commercially reasonable efforts to notify the other and to resume performance promptly. If a force-majeure event materially prevents performance for more than thirty (30) consecutive days, either party may terminate the affected portion of this Agreement on written notice, and NNI will refund the pro-rata portion of any prepaid Fees for Services not provided.

21. Accessibility

NNI designs the Services with accessibility in mind and works toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, and addresses material accessibility issues in the ordinary course of maintenance. A current Voluntary Product Accessibility Template (VPAT) / Accessibility Conformance Report is available to Customer on request. This Section is a good-faith commitment describing NNI's approach; it is not a warranty, and Section 9 governs warranties. Specific conformance representations, if any, are stated in the VPAT/ACR or an applicable Order.

22. Miscellaneous

(a) Entire agreement. This Agreement, including any applicable Order, the BAA, and any addendum the parties sign, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(b) Order of precedence. In the event of a conflict, the documents control in this order: (1) the BAA, as to PHI and matters governed by HIPAA; (2) a mutually signed Order or addendum (including a Customer procurement rider the parties sign), as to its subject matter; (3) the body of this Agreement; then (4) the Documentation and referenced policies.

(c) Amendment. Except through a mutually signed Order or addendum, and except for the changes permitted under the "Changes to the Agreement" provision above and Section 5(b) (neither of which takes effect during a Customer's then-current Order Term), this Agreement may be amended only by a writing signed by both parties.

(d) Notices. Any notices to NNI must be sent to legal@networkninja.com or NNI's corporate headquarters address available at https://networkninja.com and must be delivered either in person, by email, by certified or registered mail (return receipt requested and postage prepaid), or by recognized overnight courier service, and are deemed given upon receipt.

(e) Electronic communications. Section 22(d) governs notices Customer sends to NNI; this Section 22(e) governs communications NNI sends to Customer. You hereby consent to receiving electronic communications from NNI. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that NNI sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

(f) Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

(g) No waiver. Any failure to act by NNI with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit NNI's rights with respect to such breach or any subsequent breaches.

(h) Assignment. This Agreement may not be assigned or transferred by Customer without NNI's prior written consent (not to be unreasonably withheld), except that Customer may assign it to a successor to its program or agency that assumes Customer's obligations. NNI may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets; however, NNI will give Customer written notice of any assignment or change of control that would transfer control of Customer Data, will not assign to a direct competitor of Customer, and Customer may terminate under Section 12(b)(i) if it reasonably objects to the assignee's handling of its data. Any assignment in violation of this Section 22(h) is void.

Collaborate is a product of Network Ninja, Inc. For questions about these Terms of Service, contact legal@networkninja.com