1. Use of Services
Contractual Relationship.
These Service Terms and Conditions ("Terms") govern your access or use as customer, from within the United States and its territories and possessions, of b atomic's platform (as further described in Section 2.1 below, the "Platform") and any related content or insurance administration services (collectively, the "Services") made available in the United States and its territories and possessions by b atomic, Inc., a Delaware corporation, and its subsidiaries, representatives, affiliates, officers and directors (collectively, "b atomic"). You and b atomic may each be referred to herein as a "Party" and collectively, the "Parties." PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND B ATOMIC.
In these Terms, the words "including" and "include" mean "including, but not limited to." By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you regarding the use of the Services. Notwithstanding the foregoing, these Terms do not supersede or otherwise impact the enforceability of any agreements you may have with third-party contractors and/or third-party virtual assistants related to the Services (e.g., third party terms and conditions and/or any similar agreements).
Amendment to Terms.
b atomic may make changes to these Terms from time to time. If b atomic makes changes, it will provide you with notice of such changes, such as by sending an email, providing a notice through the Platform, or updating the date at the top of these Terms. Unless b atomic says otherwise in its notice, the amended Terms will be effective immediately and your continued access to and use of the Services after b atomic provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.
2. b atomic Responsibilities
Provision of Services.
b atomic operates a fully automated remarketing and endorsement Platform that integrates with your AMS for the provision of the Services. Subject to your compliance with these Terms, b atomic grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access the Platform solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your own internal business purpose. Any rights not expressly granted herein are reserved by b atomic and b atomic's licensors.
In addition to making the Services available to you, b atomic will: (a) provide applicable b atomic standard support for the Services; (b) use commercially reasonable efforts to make any online Services available during regular business hours, except for: (i) planned downtime (of which b atomic shall give advance electronic notice), (ii) any unavailability caused by third party service providers, and (iii) any unavailability caused by circumstances beyond b atomic's reasonable control, including, for example, an act of God, pandemic, epidemic, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, internet service provider failure or delay, unavailability or temporary down-time of any dependent application, or denial of service attack; and (c) provide the Services in accordance with laws and government regulations applicable to b atomic's products or services to its customers generally, and subject to your use of the Services in accordance with these Terms.
You may permit Authorized Users to access the Platform and use the Services on your behalf and solely for your own internal business purposes. You will (a) be responsible for Authorized Users' compliance with these Terms; (b) be responsible for the accuracy of any data supplied to b atomic in connection with the Services; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify b atomic promptly in writing of any such unauthorized access or use, and (d) use the Services only in accordance with these Terms. Any use of the Services in breach of the foregoing by you or an Authorized User may result in b atomic's immediate suspension of your access to the Platform and the Services upon ten (10) days' prior written notice. As used herein, "Authorized User" means an individual who is authorized by you to use the Services and to whom you (or, when applicable, b atomic at your request) has supplied a user identification and password (for Services utilizing authentication).
Third-Party Service Providers.
You acknowledge and agree that some or all of the Services may be provided by third-party contractors and/or third-party virtual assistants under contract with b atomic. The Services are subject to, and you agree to comply with, the terms and conditions set forth in such third-party service provider's user agreements, privacy policies, standards of conduct, and similar terms of service.
Communications.
You acknowledge and agree that all communication between you or your representatives and representatives of b atomic or its third-party contractors may be monitored or recorded for purposes of marketing, training, and any other legitimate business purpose.
3. Fees and Payment
Fees.
You understand that use of the Services will result in charges to you for the services or goods you receive ("Fees"). Such Fees are (i) based on the Services purchased and not actual usage; (ii) payment obligations are non-cancelable and Fees paid are non-refundable; and (iii) quantities purchased cannot be decreased.
Payment.
You agree to promptly pay all Fees incurred in connection with your use of the Services via automated credit card charges, ACH sweeps, or such other payment method as b atomic may accept from time to time. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that b atomic may use a secondary payment method, if available. Fees paid by you are final and non-refundable, unless otherwise determined by b atomic. At the election of b atomic and without limiting b atomic's rights or remedies, any Fees not paid by the applicable due date shall accrue interest at the rate of three percent (3.0%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If any Fees are thirty (30) or more days overdue, b atomic may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
Taxes.
b atomic's Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If b atomic has the legal obligation to pay or collect Taxes for which you are responsible under this section, b atomic will invoice you and you will pay that amount unless you provide b atomic with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Personally Identifiable Information
The provisions of this Section 4 shall apply to any customers that purchase Services requiring the sharing of Personally Identifiable Information (collectively "Personal Data Services"). For purposes of these Terms, "Personally Identifiable Information" or "PII" means personally identifiable information pertaining to an individual that is regulated or protected by one or more federal or state information privacy or security laws or industry standards. In the event you have purchased Personal Data Services, the following terms and conditions shall apply:
- You shall comply with all laws, rules, regulations, regulatory guidelines, and data security laws and standards applicable to the PII.
- You shall disclose in writing to your customers and other individuals providing the PII the purposes for which the PII will be utilized.
- You agree not to provide PII to b atomic or its service providers without the express consent of each individual to whom the PII pertains and from whom the PII was collected. You shall obtain the written consent of your customer and other individuals providing the PII to share such PII with b atomic and its third-party service providers. You shall collect such prior express written consent in compliance with all applicable laws, rules, regulations, and/or regulatory guidance.
- You shall permit your customers and/or other individuals providing the PII to opt out of the use of their PII. You shall promptly notify b atomic in writing of any such opt out requests.
- You shall promptly comply with any request by your customers to refrain from selling or otherwise distributing their PII. You shall promptly notify b atomic in writing of any such request.
- Upon request, you shall promptly (no more than three (3) business days) provide b atomic with proof of each customer written consent ("Proof of Consent"), in addition to all other information or evidence reasonably requested by b atomic. Proof of Consent will include, at minimum: (i) images of notification and consent language appearing on the source where PII was solicited and/or collected; (ii) source IP address of any PII that was solicited or collected via a website; and (iii) date and time stamp indicating when the PII was collected.
- You agree to utilize and maintain record keeping systems sufficient to establish conclusively that the customer's written consent was obtained in accordance with all applicable laws ("Records of Consent"). You agree to maintain Records of Consent in a reasonably accessible location, for not less than the period required by applicable law, or if no legal requirement exists, for such period as dictated by prudent business practice or as otherwise directed by b atomic, but in no instance less than five (5) years after the customer provided Prospect's Written Consent.
- You acknowledge and agree that PII, in whole or in part, shall not be obtained from third parties (other than customers or prospective customers themselves) unless such third parties have agreed in writing that their PII meets or exceeds each of the criteria in this section. You agree to remain responsible for PII provided to b atomic even if you obtained such PII from a third party.
5. Proprietary Rights and Licenses
Reservation of Rights.
Subject to the limited rights expressly granted hereunder, b atomic reserves all of its right, title and interest in and to the Services, including all of their related intellectual property rights. b atomic owns and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark and all other intellectual property rights, in and to the Services and any corrections, bug fixes, enhancements, updates, derivative works and/or other modifications to the Services, whether made by b atomic, you or any third party. The license(s) and rights granted under these Terms do not provide you with title to or ownership of the Services or any b atomic product, but only a right of limited use pursuant to these Terms. No rights are granted to you hereunder other than as expressly set forth herein.
License to Use Feedback.
You grant to b atomic and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into b atomic's products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Authorized Users relating to the operation of b atomic's Platform, products, or services. You acknowledge that b atomic may access your data incorporated into or utilized in connection with the Services for the purpose of training and improving similar or related products, services and features, and you authorize and license b atomic to process its customer data for such purposes. Notwithstanding anything in these Terms to the contrary, b atomic shall have the right to retain, utilize, commercialize, use, reproduce, copy, modify, publish, distribute, license, sell, offer for sale, create derivative works thereof, or otherwise exploit any information or feedback provided by you that is codified or otherwise integrated into the Platform or b atomic's Services and products. Nothing contained in these Terms shall obligate you to share inventions, discoveries, applications or improvements to b atomic that you do not wish to be integrated into the Platform or b atomic's Services and products.
Sharing of Anonymized Data.
You shall, with the assistance of b atomic, automate your business processes to capture, accumulate and share with b atomic Anonymized Data, including anonymized customer data. The Parties shall not share or disclose any PII with or to each other. The Parties shall take all necessary steps to ensure the customer information, customer data, and other information exchanged between the Parties is anonymized to fullest extent necessary to ensure the non-disclosure of PII. Each Party shall adopt operating procedures and processes, subject to the other Party's review and approval, to ensure data is anonymized and sharable with the other Party. b atomic shall have the right to retain, utilize, commercialize, use, reproduce, copy, modify, publish, distribute, license, sell, offer for sale, create derivative works thereof, or otherwise exploit any Anonymized Data provided by you. b atomic shall take all steps necessary to ensure your anonymized data is not shared with other b atomic customers until such time as such data is fully anonymized.
Aggregated Data.
You hereby grant b atomic a non-exclusive, "as-is," perpetual, royalty free license to use Aggregated Data (defined below) for the purpose of developing and improving the Services, Platform, and b atomic's products, and aggregating, anonymizing and de-identifying such Aggregated Data for purposes of running statistics, analytics, performing benchmarking and routing anonymized data to b atomic and its customers. For purposes of these Terms, "Aggregated Data" means customer data that is de-identified in accordance with law and combined with other similar data of other insurance agencies, insurance carriers and b atomic customers. Aggregated Data shall not include any (i) PII, (ii) information identifying you or any of your identifiable customers; (iii) your Confidential Information (as defined herein); or (iv) your intellectual property rights or proprietary information. b atomic shall comply with all data privacy and data security requirements set forth in these Terms with respect to the use of the Aggregated Data.
Data Protection and Security.
If, despite the covenants set forth in the preceding paragraph, a Party shares or discloses any PII to the other Party, the Parties acknowledge and agree they are separate, independent controllers of personal data; each Party will be autonomous and fully independent in regards to determining the nature, scope and purpose of processing personal data under these Terms. Both Parties shall be individually subject to and responsible for complying with the obligations imposed on a controller under applicable data protection law. The Parties acknowledge their respective roles under applicable data protection law, and facilitate communication and assistance between the Parties in their compliance with applicable data protection law. In no event shall the Parties be considered joint controllers as defined in Article 26 of the GDPR or any applicable data protection law. The Parties agree to assist one another, upon request, in ensuring compliance with each Party's obligations under applicable data protection law, taking into account the nature of processing and the information available to the Parties, without assuming any liability or obligations of the other Party. The Parties, as independent controllers, recognize the following mutual obligations:
- to maintain proper records of all processing of PII;
- to respect the fundamental rights of data subjects and the obligations of a controller with respect to personal data protection under applicable data protection law;
- to implement appropriate technical and organizational measures to prevent unlawful disclosure, unauthorized processing of or accidental loss, destruction, damage or alteration of personal data, considering the state of the art of data protection technology, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights of natural persons;
- to document and demonstrate compliance with applicable data protection law; and
- to notify the other Party of any relevant complaint or request by a data subject under these Terms, and provide the other Party with relevant details of how it shall resolve or respond to the request or complaint.
License to Use Anonymized Data and Create Derivative Works.
You grant to b atomic and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to (a) use the Anonymized Data for any lawful purpose; (b) pool and aggregate the Anonymized Data with Anonymized Data obtained from other b atomic customers and affiliates; (c) incorporate the Anonymized Data into b atomic's products, platforms and services; (d) create derivative works, products, platforms and services from the Anonymized Data (the "Derivative Works"); and (e) to sell the Anonymized Data and Derivative Works to third parties.
Additional License to b atomic.
You grant b atomic, its affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-b atomic applications and program code created by or for you using a b atomic Services or for use by you with the Services, and your data, each as necessary for b atomic to provide and ensure proper operation of, the Services and associated systems in accordance with these Terms. If you choose to use a Non-b atomic application with the Platform and/or Services, you grant b atomic permission to allow the Non-b atomic application and its provider to access your data as required for the interoperation of that Non-b atomic application with the Services. Subject to the limited licenses granted herein, b atomic acquires no right, title or interest from you or its licensors under these Terms in or to any Non-b atomic application or such program code. As used herein, "Non-b atomic Application" means a web-based, mobile, offline or other software application functionality that interoperates with the Platform that is provided by you or a third party and/or listed on an online directory, app exchange, catalog or marketplace of applications that interoperate with the Platform and Services.
6. Confidentiality
Safeguarding Confidential Information.
Each Party shall, and shall ensure that its officers, directors, consultants, employees, subcontractors, agents and representatives (collectively the "Representatives"), shall keep confidential (using at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event less than reasonable care) and not publish or otherwise disclose and not use for any purpose except as permitted herein, any Confidential Information (as defined below) furnished to it by the other Party pursuant to these Terms. Upon request of the disclosing Party, the recipient shall return all Confidential Information of the discloser or destroy all such information and certify such destruction in writing to the discloser.
Permitted Disclosure.
Either Party may disclose the Confidential Information belonging to the other Party solely to the extent such disclosure is necessary in the following instances: (a) complying with applicable governmental regulations; and (b) disclosure to such Party's Representatives whose job performance requires such access in connection with the performance of these Terms, provided that each Party shall take all necessary steps to ensure that any persons permitted to access such Confidential Information are legally bound to hold all such Confidential Information in confidence without further disclosure to any third party. Notwithstanding anything contained in these Terms to the contrary, both Parties may disclose to agents, customers, potential customers, vendors, and potential vendors: (i) the existence, but not the specific terms, of these Terms; (ii) the relationship between the Parties; (iii) the collaborative efforts undertaken by the Parties; and (iv) such Non-Confidential Information as each Party reasonably deems necessary or beneficial to further the purposes of these Terms.
Definition of Confidential Information.
For purposes of these Terms, "Confidential Information" means any information, in whatever form, whether written, electronically stored, orally transmitted or memorialized, that is disclosed by a Party to the other Party, including without limitation, PII, as defined herein, and information relating to a Party's business activities, know how, advertising, business plans, competitive strategies, financial plans, forecasts and performance, vendor relationships, trade secrets, product characteristics, demographics, information technology, systems, market research, general customer information and other confidential business information related to the conduct or strategy of the business of a Party, and any other information provided to a Party which by its nature would reasonably be considered confidential. Confidential Information shall not include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the Party receiving such information; (iii) is already in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (iv) is independently developed by the recipient without use of, or reference to, any Confidential Information of the other Party; or (v) is approved for release or disclosure by the disclosing Party without restriction. Confidential Information includes the terms and conditions of these Terms.
Additional Restrictions.
In addition to the restrictions set forth above, (a) the recipient shall not duplicate or incorporate PII into its own records or databases; (b) the recipient shall notify the disclosing Party promptly upon the discovery of the loss, unauthorized disclosure or unauthorized use of the Confidential Information and shall indemnify the disclosing Party and hold the disclosing Party harmless for such loss, unauthorized disclosure or unauthorized use, including any costs related to notifying customers, regulators or third parties and any attorneys' fees; and (c) the recipient shall establish and maintain commercially reasonable security procedures designed to protect the confidentiality, integrity and availability of the discloser's Confidential Information using and maintaining administrative, technical and physical safeguards consistent with the highest industry standards and all applicable laws to protect against anticipated threats or hazards to, or the unauthorized access, disclosure or use of, the other Party's Confidential Information.
Compelled Disclosure.
The receiving Party may disclose Confidential Information of the disclosing Party to the extent compelled by law to do so, provided the receiving Party gives the disclosing Party no less than fourteen (14) days' prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.
7. Representations and Warranties
b atomic Representations and Warranties.
b atomic represents and warrants that: (a) the Services will be rendered in accordance with these Terms; (b) the overall functionality of the Services will not materially decrease during your access and use of the Services; (c) it shall take all steps necessary to ensure your data is not shared with other b atomic customers until such time as your data is fully anonymized; (d) the Services as delivered will be free from any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses ("Malicious Code") at the time of delivery; (e) the Services will not infringe, misappropriate, violate or otherwise conflict with any intellectual property rights of any third party; and (f) it will comply, in all material respects, with any applicable laws, rules and regulations.
Customer Representations and Warranties.
You represent and warrant that: (a) your data, your customer data, or other deliverables as delivered will be free from any Malicious Code at the time of delivery; (b) your deliverables will not infringe, misappropriate, violate or otherwise conflict with any intellectual property rights of any third party; (c) you shall take all steps necessary to ensure your data is not shared with b atomic until such time as the data is fully anonymized; and (d) you will comply, in all material respects, with any applicable laws, rules and regulations.
Disclaimers.
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Except as expressly provided herein, the Services are provided "as is," exclusive of any warranty whatsoever.
8. Limitation of Liability
Limitation of Liability.
In no event shall the aggregate liability of either party arising out of or related to these Terms exceed the total amount paid by Customer (you) hereunder for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit your payment obligations under the above "Fees and Payment" section.
Exclusion of Certain Damages.
In no event will either party or its affiliates have any liability arising out of or related to these Terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party's or its affiliates' remedy otherwise fails of its essential purpose.
Validation of Services.
Neither b atomic nor any of its third-party service providers shall be liable to you or any other party for errors or omissions in the Services provided by b atomic's third-party service providers. You shall verify, validate and confirm the accuracy of all Services provided by third-party service providers. You shall notify b atomic in writing of any errors or omissions in third-party provider Services within forty-eight (48) hours of your receipt of such Services. Your failure to verify the accuracy of the Services, or to timely notify b atomic of any errors or omissions in such Services, shall constitute your acceptance of the Services and your irrevocable waiver of any claims against b atomic and its third-party service provider relating to any errors or omissions in the Services.
9. Term and Termination
Term.
These Terms and your right to use the Services shall commence on the date b atomic makes the Services available to you (the "Effective Date") and shall continue for a term of twelve (12) months (the "Term"), unless terminated pursuant to these Terms. These Terms shall automatically renew for successive twelve month periods (each a "Renewal Term") unless either Party notifies the other Party of its intent not to renew the applicable Term, in writing at least sixty (60) days prior to the end of the then-current Term or Renewal Term.
Termination.
Either Party may terminate these Terms for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If you elect to terminate pursuant to this Section, b atomic will refund you any prepaid Fees covering the remainder of the Term of all Services after the effective date of termination. If these Terms are terminated by b atomic pursuant to this Section, you will pay any unpaid Fees covering the remainder of the Term of all Services. In no event will termination relieve you of your obligation to pay any fees payable to b atomic for the period prior to the effective date of termination.
10. General Provisions
Entire Agreement and Order of Precedence.
These Terms constitute the entire agreement between the Parties regarding your use of the Services and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Binding Effect.
These Terms shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, and permitted assigns.
Relationship of the Parties.
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
Further Assurances.
Each of the Parties agrees, at any time and from time to time, upon the reasonable request of any other Party, to do, execute, acknowledge, and deliver, or cause to be done, executed, acknowledged, and delivered, all such further acts, documents, and instruments as may be required to effectuate any of the transactions contemplated by these Terms.
Force Majeure.
Neither Party shall be liable to the other for any delay or failure to perform any obligation hereunder (other than payment) if the delay or failure is due to strikes, blockade, war, revolutions, riots, natural disasters, pandemics, failures of telecommunication services or the Internet, acts or omissions of third parties, or similar unforeseen events which are beyond the reasonable control of the non-performing Party ("Force Majeure Event"). Such delay or failure shall be excused solely to the extent that such Force Majeure Event prevents or delays the affected Party from fulfilling its obligations. Upon the cessation of a Force Majeure Event, the affected Party shall promptly resume its performance of any suspended obligations.
Governing Law.
These Terms shall be governed by and construed in accordance with laws of the State of Ohio (regardless of the laws that might be applicable under principles of conflicts of laws) as to all matters, including but not limited to matters of validity, construction, effect, and performance.
Dispute Resolution.
Any dispute arising out of or relating to your access to the Platform, the Services or these Terms, including the breach, termination or validity thereof shall be resolved pursuant to the following three-step process: (1) negotiation by senior executives who have authority to settle the controversy (such negotiation shall take place within thirty (30) days from the date of written notice requesting negotiation); (2) if such negotiations do not resolve the dispute, then mediation conducted in accordance with the commercial rules and procedures of the American Arbitration Association; and (3) if such mediation does not resolve the dispute, binding arbitration conducted in accordance with the commercial rules and procedures of AAA Arbitration. Any such mediation or arbitration hearings shall be conducted in Cleveland, Ohio. Judgment on any arbitration award may be entered by any court having jurisdiction thereof. All Arbitration awards are binding and non-appealable, except as otherwise provided in the United States Arbitration Act.
Severability.
In the event any sentence or paragraph of these Terms is declared by a court of competent jurisdiction to be void, that sentence or paragraph shall be deemed severed from the remainder of these Terms, and the balance of the Terms shall remain in effect.
Headings.
The headings used in these Terms are for convenience only and shall be ignored in interpreting these Terms.
Waiver.
No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of these Terms or to exercise any right or remedy hereunder shall constitute waiver of any breach or any other covenant, duty, agreement, or condition.
Notices.
Any and all notices, and other documents and communications, permitted or required to be given pursuant to these Terms will be deemed duly given: (i) upon actual delivery, if delivery is by hand or courier service; or (ii) upon the third day following delivery into the U.S. mail if delivery is by registered or certified return receipt requested mail. Each such notice will be sent to the respective Party at the address the respective Party may designate by notice delivered pursuant hereto. All notices to b atomic shall be sent to 33519 Solon Road, Solon, Ohio 44139, Attn: Seth Zaremba. All notices to you shall be sent to any address you provide to b atomic. If no such address is provided by you, all notices to you shall be sent to any of your offices or places of business.