Terms of Service

Last Updated October 10, 2023

These Terms of Service are incorporated by reference and made a part of any Order Form by and between Wunderite and the Agency named therein (the “Order Form”). Each of the Agency and Wunderite may be referred to herein as a “Party” and, together, the “Parties”. Capitalized terms used in these Terms of Service but not defined herein shall have the meanings ascribed to them in the Order Form.

1. Scope. These Terms of Service together with the Order Form (collectively referred to as the “Agreement”) represent the Parties’ entire understanding regarding the Platform. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings between and among the Parties with respect to the matters contained herein.
2. Licenses, Rights, and Credentials. By posting, uploading, or transmitting content or information such as logos, related intellectual property, messages, videos and other materials (“Agency Assets”), Agency hereby grants to Wunderite and its service providers a limited, royalty free and non-exclusive right and license to access, store, copy, display, handle, transmit, publish, and otherwise use Agency Assets on the Platform. Wunderite will use commercially reasonable efforts to provide access to the Services as described in the Order Form. Wunderite may modify or add features to the Services at any time provided that any such modification does not materially reduce the functionality of the Services; Wunderite may require the payment of additional fees to access such modifications or new features. The Services may only be accessed by employees or representatives of Agency authorized by Agency who (i) have established a valid password and username (“Credentials”), and (ii) have agreed to abide by the terms and conditions of these Terms of Service (“Users”). Agency shall be solely responsible for: (a) all credentials established by or on behalf of Agency and any User, (b) verifying the identity of each User and validating use of Credentials by each User individually, and (c) monitoring User access to the Services to ensure that only those permitted to access and use the Services do so (including ensuring that individual Users do not share Credentials with anyone else). Agency shall institute contractual, technological and/or functional procedures and processes as necessary to monitor use of Credentials and to protect and require Users to protect their Credentials. As between Wunderite and Agency, Agency shall assume all responsibility and liability with respect to access and use of the Services by or on behalf of Agency and all Users, whether or not such access is a result of compromised, lost, or stolen Credentials, including ensuring compliance with all of the obligations and restrictions set forth in this Agreement and with applicable law. Agency shall promptly inform Wunderite of any unauthorized use of the Services or breach of this Agreement or applicable law by Agency or any of its Users.
3. Term and Termination. Unless terminated sooner as provided below or otherwise specified in the Order Form, this Agreement shall become effective as of the Effective Date specified in the Order Form and shall remain in effect for one (1) year (the “Initial Term”), after which this Agreement shall automatically renew and continue to remain in effect for successive one (1)-year renewal terms (each, a “Renewal Term” and together with the Initial Term, the “Term”). Agency may terminate this Agreement by giving at least thirty (30) days’ written notice to Wunderite prior to the end of any then-current Term, which termination shall be applicable to and effective as of the next Renewal Term. Wunderite may terminate this Agreement, for any reason or no reason, with or without cause, upon written notice to Agency at any time. Prepaid fees are not refundable except (a) in the event of a termination of this Agreement by Agency due to Wunderite’s material breach of this Agreement and (b) in the event of termination by Wunderite without cause, in which case Wunderite shall refund to Agency prepaid, prorated fees in respect of then-unused Services.
4. Payment of Fees. Agency will pay Wunderite the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Agency’s use of the Services exceeds the limitations set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement or as otherwise set forth within the Services), Agency shall be billed for such usage and Agency agrees to pay the additional fees in the manner provided herein. Wunderite reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then current Renewal Term, upon thirty (30) days’ prior notice to Agency (which may be sent by email). If Agency believes that Wunderite has billed Agency incorrectly, Agency must provide written notice to Wunderite specifying the alleged issue no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. All prepaid Fees are non-refundable except as described in Section 3, in which case Wunderite shall refund to Agency prepaid Fees in respect of then-unused Services. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Wunderite’s net income. Wunderite may use a third party payment service to bill Agency through an online account. By submitting payment account information, (i) Agency grants Wunderite the right to store and process such information with the third party payment service and agrees that Wunderite will not be responsible for any failures of the third party to adequately protect such information, and (ii) Agency agrees that Wunderite may charge any and all regular Fees due under this Agreement (such as any applicable quarterly or monthly fees) using such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to this Agreement. Wunderite may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Wunderite thirty (30) days after the mailing date of the invoice.
5. Agency Data. Agency is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Agency Data, regardless of form or format, provided by or through Users. “Agency Data” is the non-public information provided by or on behalf of Agency or its Users (including users of Agency’s customers authorized by Agency to use the Services) to Wunderite as part of the Services. Agency acknowledges and agrees that (i) Agency will be required to provide certain Agency Data to the Services to enable their operation, and (ii) the Services are designed to act on direction given to it by the Agency, and that Agency is solely responsible for such direction and the results thereof. Agency represents and warrants that Agency has the right to provide all Agency Data that Agency and its Users provide, or causes to be provided, to Wunderite, and has obtained all necessary consent where applicable. As between Wunderite and Agency, Agency shall own all right, title and interest in and to the Agency Data. For a period of fourteen (14) days following termination of this Agreement, Wunderite will make Agency Data available to Agency for download and following such 14-day period, Wunderite shall have no obligation to maintain any Agency Data or user- or account-related data for any further period of time, and may permanently delete any such data following such 14-day period.
   
   1. License to Agency Data. Agency hereby grants to Wunderite and its relevant service providers a limited, nonexclusive, royalty-free, right and license, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Agency Data (i) as necessary for performance of Wunderite’s obligations and exercise of Wunderite’s rights under this Agreement; (ii) as required by applicable law; and (iii) to create derivatives of such data, solely in de-identified and aggregated form (“Aggregated Data”). Agency hereby grants to Wunderite a limited, nonexclusive, perpetual, irrevocable royalty-free, irrevocable right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, disclose, and otherwise use Aggregated Data to improve Wunderite’s products and services. Agency agrees that Wunderite shall own all right, title, and interest in all Aggregated Data and in such improvements and derivative works.
   2. Personal Information. To the extent that Agency Data includes any information that directly or indirectly identifies an individual, or can be used to identify an individual (“Personal Information”), Wunderite agrees to (i) not disclose such Personal Information to any person other than its employees, contractors, agents, and affiliates who have a need to know or otherwise access such Personal Information to enable Wunderite to perform its obligations under this Agreement without Agency’s prior written consent unless required by applicable law; (ii) use and disclose such Personal Information only for the purposes for which Agency or its Users provide the Personal Information and not use or otherwise disclose or make available such Personal Information for Wunderite’s own purposes without Agency’s prior written consent. Wunderite may aggregate, de-identify, or anonymize Personal Information and use and disclose such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information, for its own purposes. Agency’s business contact information is not by itself considered Personal Information.
   3. With respect to all Personal Information provided by Agency or its Users to Wunderite in connection with the Services, Agency and its Users shall ensure that Wunderite’s receipt and use of Personal Information is permitted under applicable law. This obligation includes: (i) complying with its obligations under applicable law; and (ii) securing any required consents and rights necessary under applicable law for Wunderite to receive and use Personal Information and provide the Services. The Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), so please do not submit any information or data governed by HIPAA to the Services.
6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Wunderite may monitor Agency’s and the Users’ use of the Platform and collect and compile Aggregated Statistics. “Aggregated Statistics” means data and information related to Agency’s and the Users’ use of the Platform that is used by Wunderite in an aggregate and anonymized manner, for any purpose whatsoever, including without limitation to compile statistical and performance information related to the provision and operation of the Platform. As between Wunderite and Agency, all right, title, and interest in and to the Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Wunderite. Agency acknowledges that Wunderite may compile Aggregated Statistics based on data the Agency and Users input onto the Platform. Agency agrees that Wunderite may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
7. Representations, Warranties and Covenants of Agency; Indemnification. As of the Effective Date and at all times during this Agreement, Agency hereby represents, warrants and covenants to Wunderite as follows: (a) Agency is a validly existing business in its state of formation and where operating, has the full power and authority to enter into and perform this Agreement and has authorized the execution, delivery and performance of this Agreement by all requisite corporate or other actions; (b) Agency will use the Services only in compliance with this Agreement, Wunderite’s standard published policies then in effect, and all applicable laws and regulations; (c) Agency is registered and in compliance with all applicable laws governing its activities; (d) Agency has secured all necessary and required consent from each individual whose information, including Personal Information, is uploaded to the Platform and may be used by Wunderite in accordance with this Agreement; (e) Agency is solely responsible for all Users, including their use of the Services and all data and information, including Agency Data and Personal Information, that they provide or cause to the provided to the Services; and (f) Agency will not, directly or indirectly: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Platform; (ii) copy, in whole or in part, the Services, Platform, or any component thereof; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Services; (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Services for the benefit of a third party (including sharing Credentials or using one User’s account to serve more than one individual, or otherwise attempting to minimize or circumvent fees payable to Wunderite through the sharing or overuse of individual sets of Credentials); or (v) remove any proprietary notices or labels. Agency shall not use the Services if Agency is a competitor of Wunderite or for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes. Agency shall indemnify, hold harmless and defend each of Wunderite, its independent contractors, and their respective owners, affiliates, directors, officers, employees, agents, contractors and advisors (each, a “Wunderite Indemnitee”), from and against any and all damages, awards, losses, fines, penalties, costs or expenses (including reasonable attorneys’ fees) resulting from the claim, or as otherwise agreed in settlement by Agency, relating to, or arising out of, (i) Agency’s or its Users’ submission or solicitation of any Agency Data, including any Personal Information (ii) Agency’s and all Users’ use of the Services, (iii) any breach by Agency or its Users of any provision of this Agreement.
8. Representations, Warranties and Covenants of Wunderite; Indemnification. As of the Effective Date and at all times during the Agreement, Wunderite, hereby represents, warrants and covenants to Agency as follows: (a) Wunderite is a validly existing corporation under the laws of Delaware, has the full power and authority to enter into and perform this Agreement and to participate in the activities described in this Agreement, and has authorized the execution, delivery and performance of this Agreement by all requisite corporate or other actions; and (b) Wunderite is registered and in compliance with all applicable laws governing its activities. Wunderite shall indemnify, hold harmless and defend each of Agency, its independent contractors, and their respective owners, affiliates, directors, officers, employees, agents, contractors and advisors (each, an “Agency Indemnitee”), from and against any third-party claim to the extent alleging that the Services, when used by Agency as authorized in this Agreement, infringes the claimant third party’s registered U.S. patent, copyright or trademark, and will indemnify and hold harmless Agency against any damages or costs awarded against Agency (including reasonable attorneys’ fees) or agreed in settlement by Wunderite resulting from the claim. In response to an actual or potential infringement claim, if required by settlement or injunction or as Wunderite determines necessary to avoid material liability, Wunderite may at its option: (i) procure rights for Agency’s continued use of the Services, (ii) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Services’ overall functionality or (iii) terminate the affected order and refund to Agency any pre-paid, unused fees for the terminated portion of the applicable Term. Wunderite’s obligations in this Section 8 do not apply (A) to infringement resulting from Agency’s modification of the Services or use of the Services in combination with items not provided by Wunderite, (B) to unauthorized use of the Services, (C) breach by Agency of any provision of this Agreement, (D) if Agency settles or makes any admissions about a claim without Wunderite’s prior consent or (E) claims indemnifiable under Section 7. This Section 8 sets out Agency’s exclusive remedy and Wunderite’s entire liability regarding infringement of third-party intellectual property rights.
9. Ownership. Agency acknowledges and agrees that, as between Agency and Wunderite, Wunderite owns and retains all right, title and interest in and to the intellectual property it has developed and owned in connection with providing Services under this Agreement, including without limitation the Platform and Aggregated Statistics (collectively, the “Wunderite IP”), and that Wunderite is not, under this Agreement, granting Agency any ownership, right, title or interest (including any license) in or to any of the Wunderite IP.
10. Confidentiality. Each of Wunderite and Agency shall hold all Confidential Information (as defined below) of the other Party in confidence, shall not disclose such Confidential Information to third parties unless third parties are subject to confidentiality obligations no less restrictive than those contained in this Agreement, and shall use such Confidential Information solely for the purpose of performing its obligations under this Agreement. “Confidential Information” means any proprietary, business, financial, respective customer, vendor or technical information, data or technology, including trade secrets, software (including source and object code, and any data or files resulting from installation of such software) or other intellectual property (or rights therein) personal information, any independent contractors, any publishers or user of the Platform, or any third party (including each of the affiliates, clients, suppliers or vendors of Wunderite or the Agency) that is, directly or indirectly, disclosed to the other Party or which either Party otherwise comes into possession of, or learns, in connection with this Agreement, whether in writing, orally, or otherwise, including the terms of this Agreement. These confidentiality obligations shall not apply to information that (a) is or becomes generally known to the public through no wrongful action by the receiving Party; (b) was in the lawful possession of or known by the receiving Party prior to receipt from the disclosing Party; (c) was rightfully disclosed to the receiving Party without obligations of confidentiality by a third party; (d) was independently developed without use of or reference to any Confidential Information of the disclosing Party; or (e) is required to be disclosed by law.
11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE PLATFORM AND SERVICES PROVIDED BY WUNDERITE UNDER THIS AGREEMENT, INCLUDING ALL DATA AND INFORMATION PROVIDED BY WUNDERITE TO AGENCY, ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING OF OR RELATING TO MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, TITLE, CONDITION, OR NON-INFRINGEMENT (AND ALL SUCH REPRESENTATIONS, WARRANTIES OR GUARANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT), AND (B) IN NO EVENT (AND WHETHER ARISING IN CONTRACT, WARRANTY, TORT OR OTHER LEGAL THEORY) SHALL (I) WUNDERITE’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED IN AGGREGATE THE TOTAL FEES PAID BY AGENCY TO WUNDERITE UNDER THIS AGREEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY, OR (II) WUNDERITE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE OR PROFIT, EVEN IF WUNDERITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOREGOING LIMITATIONS OF THIS SECTION 11 SHALL APPLY EVEN IF AGENCY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 11, WUNDERITE’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. WITHOUT LIMITING THE FOREGOING, WUNDERITE IS NOT LIABLE FOR ANY DAMAGES OR OTHER AMOUNTS IN CONNECTION WITH ANY DISPUTES BETWEEN AGENCY AND ANY CUSTOMER.
12. No Provision of Insurance Services. The Parties agree and understand that Wunderite is solely providing a software platform for use by Agency. Nothing contained herein shall be deemed the provision of, and Wunderite does not provide, insurance services.
13. Software Use and Support Services. The Agency agrees and acknowledges that the Platform is in the early stages of product development and as a result the Agency may encounter errors. Wunderite may deploy bug fixes, modifications, and enhancements to the Platform from time to time. Wunderite makes no assurance that any specific errors or discrepancies in the Platform will be corrected.
14. Integration of Third Party Platforms; Third Party Data. Agency and/or Users may choose to use features within the Services that involve integrations with Third Party Platforms. Use of Third Party Platforms may be subject to Agency’s and/or User’s agreement with the relevant provider and/or additional terms as described in the Services, and may enable data exchange between the Services and the applicable Third Party Platform. Wunderite does not control and has no liability for Third Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third Party Platforms use data received from the Services. “Third Party Platform” means any platform, add-on, service or product provided by any third party that Agency or any User elects to integrate or enable for use with the Services. The third party terms applicable to the use of Third Party Platforms are available at https://www.wunderite.com/thirdpartyplatforms/ (as may be updated from time to time, the “Third Party Terms”) and are hereby incorporated into this Agreement by reference, and Agency, on behalf of itself and on behalf of its Users, agrees to be bound thereby. Wunderite may update the Third Party Terms unilaterally from time to time in accordance with Section 20. Additionally, Agency and/or its Users may use certain features within the Services that assist Agency and its Users with entry of data and information by leveraging third-party data sources to suggest auto-filled or automatically populated data and information. Wunderite provides this data and information to Agency and its Users as a courtesy only, and is not responsible or liable to Agency, its Users, or any third party, for the content or accuracy of such data and information, and it is Agency and its Users’ responsibility to verify the accuracy of such data and information.
15. ACORD License. Agency acknowledges and agrees that Agency must be party to a written license agreement directly with ACORD corporation in order to use the ACORD forms contained in this Platform, and represents and warrants that Agency will obtain such a license prior to using ACORD forms. Neither Wunderite, nor any third party, can grant licenses to use ACORD forms. Agency can obtain a license agreement permitting Agency and Agency Users to use ACORD forms, which may require Agency to pay fees to ACORD, by contacting ACORD at +1-845-620-1700 or through the additional contact information available at www.Acord.org.
16.  License to Feedback. Agency may elect to provide any suggestions, comments, improvements, ideas or other feedback related materials to Wunderite. Agency hereby grants Wunderite a worldwide, nonexclusive, perpetual, irrevocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Wunderite will not identify Agency as the source of the feedback.
17. Severability. Any provision in this Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, (a) be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable, and (b) be operative, enforceable or valid to the maximum extent possible in such jurisdiction, rather than being declared totally inoperative, unenforceable, or invalid.
18. Governing Law; Arbitration. This Agreement shall be governed by and interpreted under the substantive laws of the State of Delaware, without regard to its conflict of laws principles and the laws of the United States of America, where applicable. Each Party hereby expressly consents that any dispute, claim, action or disagreement (a “Dispute”) relating to this Agreement shall be resolved exclusively by arbitration. The arbitration, including the selecting of an arbitrator, will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction therefore. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
19. Force Majeure. If and to the extent that a Party’s (in such capacity, the “Affected Party”) performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed directly or indirectly by flood, earthquake, riots, acts of terrorism, acts of war, pandemic illness, embargoes, strikes and labor shortage, utility outages, outage or malfunction of telecommunication lines, elements of nature or acts of God or any other cause beyond the reasonable control of the Affected Party (each, a “Force Majeure Event”), then the Affected Party shall be excused for such hindrance, delay or non-performance, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues, provided that the Affected Party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent reasonably possible. Notwithstanding any other provision hereof, strikes by and labor disputes involving any Party’s or any permitted subcontractor’s own employees, and any labor shortage affecting a Party or any permitted subcontractor, shall not constitute a Force Majeure Event.
20. Updates and Amendments. This Agreement, any Wunderite policies referred to herein, and any third party policies referred to herein (including without limitation the Third Party Terms), may be changed, modified, added, or removed, in whole or in part (each, an “Update”), at any time by Wunderite, in Wunderite’s sole discretion, upon notice to Agency, which Updates will be effective immediately. If Wunderite makes Updates to this Agreement, it will change the “Last Updated” date above, which shall constitute notice to Agency. Agency shall communicate any Updates to its Users. Agency’s and/or any User’s continued use of the Services is deemed to confirm such party’s acceptance of the Update. Wunderite encourages Agency to frequently review this Agreement to ensure Agency understands the latest terms and conditions associated with use of the Services. If Agency does not agree to the Update, Agency and all of its Users must discontinue using the Services. The Parties hereby acknowledge and agree to electronic delivery of updates and amendments to the email addresses provided upon initial use of the Platform.
21. Relationship of the Parties. The Parties agree that each Party is acting as an independent contractor in performing their respective obligations and for all other purposes under this Agreement and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Agency does not have any authority of any kind to bind Wunderite in any respect whatsoever.
22. No Waiver. No delay or omission by any Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be signed by the Party waiving its rights.
23. Counterparts. This Agreement may be executed by facsimile or other electronic transmission signature (including by click-wrap acceptance) and in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument.
24. Parties; Assignment. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns. Agency may not assign this Agreement without the prior written consent of Wunderite. Wunderite may freely assign this Agreement, and its rights and obligations under this Agreement, to any person or entity that acquires all or substantially of the business or assets of Wunderite to which this Agreement relates (whether by way of asset sale, merger, consolidation, stock sale or otherwise).
25. Further Assurances. Each Party (at its own expense) shall execute and deliver such further and other documents, instruments, information and items, and take such other actions, as the other Party may reasonably request, or as may be reasonably necessary to effectuate the transactions contemplated by this Agreement or the services provided under this Agreement.