Terms of Use | Mark Fontanilla Co., LLC

By accessing and using this web site, user agrees to these Terms of Use and user represent that user is 18 years or older. If any of these terms are unacceptable to the user, the user may not access this site until agreement has been reached between the user and Mark Fontanilla & Co., LLC as to the applicable terms of use.

The term "User" refers to anyone who accesses this web site and/or purchases digital products sold commercially by Mark Fontanilla &Co., LLC through this web site or any affiliated links connected to this web site. The term "MF & Co" refers to Mark Fontanilla & Co., LLC.

Subject to applicable laws and regulations, MF & Co may change these Terms of Use at any time without notice. Changes will be posted to this URL. Use of this web site after any changes have been posted will constitute User’s agreement to the modified Terms of Use and all of the changes.

1. USE OF THIS WEB SITE

MF & Co grants User a non-exclusive, non-transferable, limited, revocable license to access and use this website and its Content (as defined below) subject to the terms set forth herein.

The content of this website includes, but is not limited to: text, data, reports, images, photos, graphics, graphs, charts, animations, and videos (together the "Content").

User agrees not to copy, reproduce, modify, display, perform, publish, distribute, transmit, broadcast, circulate, create derivative works from, store, capture, or link to this website or any of its Content without the express written consent of MF & Co. To request consent for uses such as linking to Content on User’s website, User may contact MF & Co at info@markfontanilla.com. Without limiting the foregoing, the Content may not be used in connection with the creation, development, calculation, compilation, publication, or distribution of any financial instrument or product, or any index or investment strategy, without the appropriate Licensing Agreements in place with MF & Co.

2. MF & CO’S, IT’S AFFILIATES, OR THEIR THIRD-PARTY LICENSORS’ INTELLECTUAL PROPERTY RIGHTS.

Except as otherwise provided herein by these Terms of Use, the website and the Content are the property of MF & Co, its affiliates, or their third-party licensors, and are protected by copyright and intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the website, and within the Content contained in the website, are proprietary to MF & Co and/or their respective owners, and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on the web site may be registered or unregistered marks of MF & Co, its affiliates, or their third-party licensors. Nothing contained on this website should be considered as a granting of license, or right to use, any of the Marks displayed on the web site, without the express written permission of MF & Co or the third-party owner of such Marks.

3. INTELLECTUAL PROPERTY RIGHTS IN LICENSED CONTENT

Information that appears, or may appear, on the website is provided by MF & Co and/or third parties. Third parties who provide information have done so under a direct license agreement with MF & Co (“Licensed Content”). Licensed Content is the property of such third parties who have contracted with MF & Co to use and/or maintain such Licensed Content, and each Licensed Content Provider may have additional Terms and Conditions/User License Agreement requirements as included in this Terms of Use, Section 10. The Licensed Content is not sponsored by MF & Co or its affiliates or its third-party licensors. MF & Co. is not responsible for any errors or omissions in Licensed Content. “Calculated by MF & Co” and the related stylized mark(s) are service marks of MF & Co. LLC and have been licensed for use by the Licensed Content provider. CRTx®, RNI™ and RSKFREx™ are registered and unregistered trademarks of MF & Co, respectively.

4. USER’S CONTENT

Material that appears on this website that is entered by any User will be referred to as "User Content". User grants MF & Co the non-exclusive right to use, publish, distribute, and/or repurpose all material entered, submitted, uploaded, or transmitted into the web site by the User, other than third-party licensed information submitted through electronic or other mediums, in any of MF & Co' or its affiliates print or electronic publications. User will not receive any compensation from MF & Co or its affiliates in connection with your submission of User Content to this website.

Users submitting User Content onto this website are responsible for the content of that information. Neither MF & Co nor any of its affiliates have any responsibility for User Content, including the content of any messages or information posted by Users, or for the content of information accessible via direct or indirect hyperlinks from this website. MF & Co, in its sole discretion, reserves the right to review, edit, or delete User Content that MF & Co deems to be illegal, inappropriate, offensive, irrelevant, or infringing upon another party’s rights.

User agrees (a) to use this website in accordance with these Terms of Use, and (b) that user will not: (i) post or transmit any User Content that is illegal, threatening, abusive, defamatory, obscene, harassing, profane, or otherwise offensive; (ii) impersonate any person or entity or falsely state or otherwise misrepresent User’s professional or other affiliation with any person or entity; (iii) post or transmit User Content that infringes upon any legal intellectual property rights of another person or party, including patent, trademark, trade secret, copyright, or other proprietary rights; (iv) interfere with other User’s normal use of this website; (v) post or transmit any information, software or other material which is of a technologically harmful nature, such as viruses; (vi) post, transmit, or in any way exploit any information, software or other material for commercial or political purposes; (vii) post or transmit any information, software or other material which contains advertising or any other form of solicitation; (viii) access, or attempt to access, another User's login-accessed areas, or access, or attempt to access, areas to which User is not authorized to access; or (ix) use this website to violate, or attempt to violate, or assist any other person or entity in violating, or attempting to violate, any laws or agreements the User may have with MF & Co, including, without limitation, any confidentiality, non-solicitation, or non-compete agreements between User and MF & Co.

MF & Co, at its sole discretion, shall determine whether any User Content submitted to this website violates the Terms of Use. While MF & Co has no obligation to monitor or review User Content, User Content on this website may be pre-screened and otherwise monitored to ensure compliance with these Terms of Use. MF & Co reserves the right to discontinue User access to this website, with or without notice, if MF & Co has reasonable basis to believe that User’s access or use of this website, or the User’s Content, is in violation of these Terms of Use. User also agrees and understands that MF & Co may preserve and disclose User Content if, in MF & Co' sole discretion, such action is reasonably necessary to: (a) comply with applicable laws; (b) enforce these Terms of Use; (c) respond to claims that a User has violated the rights of third parties; or (d) protect the rights, interests, property, or reputation of MF & Co, other Users, or other persons or entities. User’s use of this website constitutes User’s consent to such monitoring and disclosure.

User agrees to indemnify MF & Co, its affiliates, and any third-party Content providers from all damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, that MF & Co, its affiliates, and any third-party Content providers may incur as a result of either: (i) User’s breach of Section 5 (Anti-Hacking Provisions) of these Terms of Use; or (ii) the submission of User Content to this website with the use of a User login name or password.

5. HACKING PROHIBITION

User agrees not to:

Use, or attempt to use, any computer or electronic automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any part of this website, or Content found on or accessed through this website, or any User Content without the prior express written consent of MF & Co;
Procure, or attempt to procure through any method, any materials or information on this website that have not been intentionally made publicly available, either by public display on this website, or vi link on this website;
Violate the security of this website, or attempt to gain unauthorized access to this website, its Content and/or User Content, or the systems, networks or servers of MF & Co, through any means;
Interfere, or attempt to interfere, with the appropriate functioning of this website, including accessing any data, content or other information in advance of its scheduled release and intended availability to the public on this website;
Attempt any action that, in the sole discretion of MF & Co, imposes an inordinately excessive computational or technological load or burden on this website, or MF & Co' infrastructure; and/or
Intentionally or unintentionally abuse this website by knowingly introducing harmful technology implementations including viruses and other materials that are detrimental or technologically harmful.

6. REGISTRATION

As part of any registration process for this website, User may be required to select a user name and password. In connection with any registration process, User must provide MF & Co with accurate, complete, and updated information. Failure to do so constitutes a breach of these Terms of Use, which may result in immediate suspension of User access.

7. LIMITATION ON WARRANTIES AND LIABILITY

User is entirely liable for activities conducted by User in connection with access, browsing, and using this website. If User is unsatisfied with this website, or with these Terms of Use, User’s sole and exclusive option is to discontinue using this website. Neither MF & Co nor any third-party provider will pay User any compensatory damages in connection with User’s browsing and/or use of this website.

Access to this website and all its Content is provided "as is". Neither MF & Co, nor its affiliates, nor their third-party providers, make any guarantee as to the accuracy, completeness, timeliness or availability of any information provided through this web site including the Content and User Content. MF & Co, its affiliates or their third-party providers and their directors, officers, shareholders, employees or agents are not responsible for any errors or omissions, regardless of the cause, or for the results obtained from the use of the website, the Content and/or User Content. MF & Co DOES NOT EXCLUDE, OR LIMIT IN ANY WAY, ITS LIABILITY TO USER WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDED LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY MF & Co’s NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS, AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MF & Co, ITS AFFILIATES AND THEIR THIRD-PARTY PROVIDERS DENY ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMMERCIAL VIABILITY OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR INTENDED USE WITH RESPECT TO THIS WEBSITE INCLUDING: the Content and User Content. In no event shall MF & Co, its affiliates or their third party providers and their directors, officers, shareholders, employees or agents be liable to any person or entity for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of this website, the Content and/or User Content, even if advised of the possibility of such damages.

The research, opinions, comments, observations, and analysis of MF & Co and its affiliates contained in any Content are statements of opinion, as of the date they are expressed, and are not considered statements of fact, or recommendations to purchase, hold, or sell any securities or make any investment decisions. MF & Co assumes no obligation to update any Content following release and/or publication. Users of Content provided through this website shall not rely solely on any Content in making any investment decision. MF & Co's research, opinions, comments, observations and analysis do not determine the suitability of any security or investment. MF & Co does not act as a fiduciary, dealer, or investment advisor. While MF & Co has obtained information from sources it believes to be reliable, MF & Co does not warrant to performing audits, and undertakes no duty of due diligence, or independent verification of any information it receives. MF & Co keeps its activities separate from the activities of its affiliates in order to preserve the independence and objectivity of each of these activities. As a result, certain affiliates of MF & Co may have information that is not available to MF & Co.

8. ADDITIONAL LEGAL TERMS

Subject to applicable laws and regulations, MF & Co may discontinue or change this website, or its availability to Users, at any time. These Terms of Use will survive any discontinuation of this website.

Unless a User has entered into a separate license agreement and/or subscription agreement with MF & Co related to User’s access to, use, and/or distribution of any Content, these Terms of Use constitutes the entire agreement between the User and MF & Co regarding this website, the Content, and User Content, and supersedes an/all other agreements, either written or verbal, with respect to this website, the Content, and User Content. Any failure of MF & Co to request compliance with any of these Terms of Use shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. If any provision in these Terms of Use is invalid or unenforceable under applicable law, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant terms shall be deemed deleted and the remaining provisions will continue in full force and effect. These Terms of Use, User rights and obligations, and all claims or actions related to these Terms of Use shall be governed by the laws of the United States of America and The State of North Carolina. The parties agree that the State and Federal courts located in North Carolina shall be the exclusive forums for any dispute arising out of these Terms of Use and the parties hereby consent to the personal jurisdiction of such courts. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings.

9. DIGITAL MILLENNIUM COPYRIGHT ACT NOTIFICATION OF CLAIMS OF INFRINGEMENT.

If User believes the Content or User Content displayed on this website is infringes upon the User, the user may send a written notice to Mark Fontanilla & Co., LLC, 255 MLK Blvd - Suite 2402, Charlotte, NC 28202 Attn. Complaints, or via email to info@markfontanilla.com. MF & Co will make every effort to respond immediately, and to remove, or stop access to, the infringing material that is claimed to be infringed, or to be the subject of the infringing activity, if it is determined that there is a legitimate infringement claim presented.

10. HOW TO CONTACT MF & CO

If User has any questions or concerns about these Terms of Use, please contact MF & Co:

Via email at: info@markfontanilla.com

Via written correspondence:

Mark Fontanilla & Co. LLC

255 MLK Blvd

Suite 2402

Charlotte, NC 28202

10. AFFILIATE OR THIRD PARTY ADDITIONAL TERMS AND CONDITIONS/LICENSED CONTENT END USER LICENSE AGREEMENTS.

FOR MILLIMAN M-PIRe (“Mortgage Platform for Investments and Reinsurance”): End User License Agreement

IMPORTANT - READ CAREFULLY BEFORE PROCEEDING.

By clicking “I Agree” You accept this Agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND MILLIMAN.

The Milliman Software made available to You is offered to You conditioned on Your acceptance without modification of the terms, conditions, and notices contained in this End User License Agreement (this “Agreement”). Your access and use of the Milliman Software constitutes Your agreement to all such terms, conditions, and notices of this Agreement.

If You, or the entity you represent or for whom you work, has a separate agreement with Milliman applicable to Milliman Software (an “Underlying Agreement”), such Underlying Agreement shall also apply to You accessing and using the Milliman Software. In the event of any conflict between the terms of this agreement and the terms of such Underlying Agreement, the terms of the Underlying Agreement shall control.

1. Milliman Software.

Subject to the terms of this Agreement, Milliman hereby grants You a non-exclusive, non-transferable right to access and use the Milliman Software, via the Third Party Hosting Environment, solely for Your internal business purposes as contemplated by this Agreement. Milliman shall make the Milliman Software available through a Third Party Hosting Environment.

Milliman and its licensors, suppliers, and subcontractors own and retain all right, title, and interest in and to the following (collectively, “Milliman Property”): (i) the Milliman Software, Third Party Hosting Environment, Documentation, hardware, technology, and all other material and information provided by Milliman in connection with the Milliman Software ; (ii) all ideas, know-how, and techniques that may be developed or discovered by Milliman during its performance under this Agreement; and (iii) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i) and (ii) above. Except as otherwise expressly authorized herein or by Milliman in writing, the non-exclusive use rights set forth in this Agreement are the entirety of Your rights in connection with the Milliman Property. Accordingly, all rights in the Milliman Property are hereby expressly reserved. Milliman shall be entitled to use, sell, assign, transfer, and/or otherwise provide rights relating to the Milliman Property to any third party for any purpose free from any claim from You.

Except as otherwise expressly authorized herein or by Milliman in writing, You shall not directly or indirectly (and shall not permit any third party to) do any of the following: (i) access, use, sell, distribute, sublicense, broadcast, or commercially exploit any Milliman Property or any rights under this Agreement, including without limitation any access or use of any Milliman Property on a service bureau basis or for any processing services beyond the usage quantities and scope specified in this Agreement (such as for any third parties on a rental or sharing basis); (ii) copy, modify, or prepare derivative works based on Milliman Property; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code from any Milliman Property; (iv) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Milliman Property; (v) interfere, in any manner, with Milliman’s provision of the Milliman Software ; (vi) use the Milliman Software in a manner that violates any law or regulation or the rights of any third party; (vii) send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (viii) send or store malicious code in connection with the Milliman Software ; or (ix) copy any features, functions, integrations, interfaces or graphics of the Milliman Software or Documentation. You may access the Milliman Software for use only by authorized users. You shall be solely responsible for the activities of Your employees that access the Milliman Software.

2. End User Data.

Subject to the terms of this Agreement, You hereby grants Milliman (including its third party suppliers) a royalty- free, non-exclusive, non-transferable right and license to use, copy, store, and display the End User Data for the purpose of enabling Milliman (or its suppliers) to provide the Milliman Software under this Agreement. You shall retain sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all End User Data. You agree that You will not provide Milliman with any personally identifiable information in connection with this Agreement. In the event You provide Milliman with any personally identifiable information, Milliman shall have the right to promptly return or destroy such information.

3. Termination.

This Agreement commences on the Effective Date and will continue until the earlier of (1) date on which You stop using the Milliman Software or (2) either party’s termination (the “Term”).

Either party may terminate this Agreement and the rights granted hereunder by giving to the other party written notice of such termination upon the occurrence of any of the following events: (i) the other party materially breaches or defaults in any of the material terms or conditions of this Agreement and fails to cure such breach or default within thirty (30) days of receipt of written notice thereof, (ii) the other party makes any assignment for the benefit of creditors, or (iii) any proceedings are instituted by or against the other party in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution. In addition, Milliman may terminate for convenience at any time. Termination of this Agreement shall not be construed to waive or release any claim which a party is entitled to assert at the time of such termination, and the applicable provisions of this Agreement shall continue to apply to such claim until it is resolved. In the event of a material breach or default by You under this Agreement, Milliman may suspend its obligations to provide access to the Milliman Software hereunder until such breach or default has been fully cured. This provision will be in addition to any other remedies that may be available to Milliman.

Upon expiration, cancellation, or termination of this Agreement for any reason, any and all rights of You in and to the Milliman Software shall immediately cease. Within ten (10) business days of the provision of a written notice of intent to terminate this Agreement (“Termination Date”), You shall delete copies of the Documentation, or any portion thereof, in Your possession or control. Sections 1.b, 1.c, 2, 3.c, 4, 5, 6, 7, and 8 shall survive any expiration or termination of this Agreement.

4. Warranty Disclaimer.

MILLIMAN DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE MILLIMAN SOFTWARE OR ANY OTHER PRODUCTS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. MILLIMAN DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

5. Limitation Liability.

IN NO EVENT WILL MILLIMAN (INCLUDING MILLIMAN’S THIRD PARTY LICENSORS, SUPPLIERS, AND SUBCONTRACTORS) WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, PROFIT, BUSINESS, REVENUE, OR GOODWILL, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT, THE MILLIMAN SOFTWARE, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF MILLIMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MILLIMAN’S TOTAL LIABILITY UNDER THIS AGREEMENT, FOR WHATEVER CAUSE OTHER THAN BODILY INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, WHETHER IN AN ACTION IN CONTRACT OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO USD$5,000.00. THE PARTIES AGREE THAT THIS LIMITATION ON WARRANTIES AND LIABILITY, AND THE ALLOCATION OF RISK, UNDER THIS AGREEMENT REFLECTS THAT THE MILLIMAN SOFTWARE IS BEING PROVIDED FOR FREE.

You agree to defend, indemnify and hold Milliman, its officers, directors, employees and agents harmless from and against any claim, suit, proceeding, damages, expense, cost, or loss, including reasonable attorneys’ fees, arising from or relating to, or in connection with Your access or use of the Milliman Software.

6. Confidential Information.

You acknowledge and agree that the Milliman Software is proprietary and confidential to, and a valuable trade secret of, Milliman. You agree to maintain the Milliman Software in strictest confidence. You agree that You will not disclose, proliferate or copy the Milliman Software except as expressly allowed in this Agreement. You will ensure that any employee or agent with access to the Milliman Software is (i) fully apprised of the terms under which such employee may use the Milliman Software and (ii) contractually bound to comply with such terms. You agree that You will not use, or allow others to use, the Milliman Software for any purpose other than those contemplated by this Agreement.

If applicable, You shall be responsible for maintaining the security and secrecy of any access keys, user identifications, or passwords related to the Milliman Software issued to You for purposes of accessing and using the Milliman Software. You shall not disclose or permit the disclosure of any access keys, user identifications, or passwords to any third party and shall take commercially reasonable steps to ensure that no third party gains access to the Milliman Software from or through You. You shall not take or permit any action which could disable or circumvent, or allow the disabling or circumventing of the security features of the Milliman Software, or otherwise misuse access to the Milliman Software in any manner.

7. Miscellaneous.

Audit. You will maintain accurate and detailed records as necessary to verify compliance with this Agreement. Milliman may audit these records to verify compliance at any time during Your regular business hours after giving notice five (5) business days in advance of the audit. Except as described below, Milliman will bear all costs and expenses associated with the exercise of its audit rights. In addition to the foregoing, Milliman reserves the right to include within the Milliman Software means to determine the number of actual users using the Milliman Software.

Use of Name. You agree that You shall not use Milliman’s name, trademarks or service marks, or refer to Milliman directly or indirectly in any media release, public announcement or public disclosure, including in any promotional or marketing materials, customer lists, referral lists, websites or business presentations without Milliman’s prior written consent for each such use or release, which consent shall be given in Milliman’s sole discretion.

Independent Contractors. The parties are and will be independent contractors to one another, and nothing herein will be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. This Agreement is made for the sole benefit of the parties hereto, and there are no third party beneficiaries of this Agreement.

Entire Agreement. This Agreement, including any Exhibits or Statements of Work hereto, constitutes the entire agreement between the parties relating to the subject matter herein. Any and all prior negotiation or oral representations shall be superseded by this Agreement. No later modification of the Agreement may be made unless in writing signed by Milliman.

Force Majeure. Neither party shall be responsible for any delays, errors, failures to perform, interruptions or disruptions in Milliman Software caused by or resulting from any act, omission or condition beyond a party’s reasonable control, whether or not foreseeable or identified, including without limitation acts of God, strikes, lockouts, riots, acts of war, governmental regulations, fire, power failure, earthquakes, severe weather, floods or other natural disaster, third party’s hardware, software or communications equipment or facilities, spam, denial of service attacks or other third party acts (each a “Force Majeure Event”).

Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York exclusive of its conflict of law principles.

No Waiver. Any failure by either party to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent default or breach of the same or a different kind.

Arbitration. All disputes between the parties shall be resolved in binding arbitration through the offices and under the commercial rules of the American Arbitration Association. The arbitration shall take place before a panel of three arbitrators. Within thirty days of the commencement of the arbitration, each party shall designate in writing a single neutral and independent arbitrator. The two arbitrators designated by the parties shall then select a third arbitrator. The arbitrators shall have a background in either software licensing, actuarial science or law. The arbitrators shall have the authority to permit limited discovery, including depositions, prior to the arbitration hearing, and such discovery shall be conducted consistent with the Federal Rules of Civil Procedure. The arbitrators shall have no power or authority to award punitive or exemplary damages. The prevailing party shall be entitled to the award of the cost of the arbitration, including reasonable attorney fees. Any award made may be confirmed in any court having jurisdiction. Any arbitration shall be confidential, and except as required by law, neither party may disclose the content or results of any arbitration hereunder without the prior written consent of the other parties, except that disclosure is permitted to a party’s auditors and legal advisors.

Notices. Notices under this Agreement must be in writing and will be deemed given when delivered personally, by facsimile (with confirmation of receipt), on the third business day after deposit with the U.S. Post Office of conventional mail (registered or certified, postage prepaid with return receipt requested), or by the date of delivery by Federal Express or Airborne Freight. Notices will be addressed to the parties at the addresses appearing in the introductory page to this Agreement, but each party may change the address by written notice in accordance with this paragraph.

Assignment. You may not transfer, sublicense, sublease, or otherwise assign this Agreement, in whole or in part, or any of its rights or obligations hereunder by operation of law or otherwise, without Milliman’s prior written consent. Any attempt by You to assign or transfer any of its rights or obligations under this Agreement in violation of this Section shall be considered null and void.

Severability. If any part of this Agreement, for any reason, is declared to be invalid, it will be deemed restated to reflect as nearly as possible in accordance with applicable law the original intentions of the parties, and the remaining provisions will remain in full force and effect.

Counterpart Originals and Facsimile Signatures. This Agreement may be signed in counterpart originals. A copy of a facsimile signature of a party hereto shall be deemed to have the same authenticity and effect as an original signature.

8. Definitions. As used in this Agreement, the following terms have the following meanings:

“End User Data” means the data and information specifically pertaining to End User, its employees and/or its agents that Milliman may obtain in the course of providing the Milliman Software under this Agreement.

“Documentation” means technical manuals and other documentation relating to the operation and use of the Milliman Software which are delivered or made available to End User in connection with the Milliman Software.

“Intellectual Property Rights” means rights in and to inventions (whether patentable or not), patents, copyrights, trademarks, designs, publicity, trade secrets, and any and all other forms of intellectual property rights, whether tangible or intangible.

“Milliman Software” means Milliman M-PIRe (“Mortgage Platform for Investments and Reinsurance”).

“Third Party Hosting Environment” means third party hosting environment that is not owned by Milliman but is used for Milliman to provide access to the Milliman Software.