THIS MASTER SUBSCRIPTION AGREEMENT (THIS“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OFSERVICES OF CREWHU, LLC (“WE,” “OUR,”AND “US”). IF YOU REGISTER FOR AN EARLY ADOPTERTRIAL OF OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT EARLYADOPTER TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKINGA BOX INDICATING YOUR ACCEPTANCE, OR BY SUBMITTING OR EXECUTING ANORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OFTHIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OFA COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THEAUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS ANDCONDITIONS, IN WHICH CASE THE TERMS “YOU” OR“YOUR” SHALL REFER TO SUCH ENTITY AND ITSAFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOTAGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THISAGREEMENT AND MAY NOT USE THE SERVICES.
Youmay not access the Services if You are Our direct competitor, exceptwith written disclosure to that effect and Our prior express writtenconsent. In addition, You may not access the Services for purposesof monitoring their availability, performance or functionality, orfor any other benchmarking or competitive purposes.
ThisAgreement was last updated on May 31, 2013. It is effective betweenYou and Us as of the date of You accepting this Agreement.
“Affiliate” means any entitywhich directly or indirectly controls, is controlled by, or is undercommon control with the subject entity. “Control,” forpurposes of this definition, means direct or indirect ownership orcontrol of more than 50% of the voting interests of the subjectentity.
“OrderForm” means the documents for subscribing for Serviceshereunder (in substantially the form attached hereto), includingaddenda thereto, that are entered into between You or any of YourAffiliates and Us from time to time, including addenda andsupplements thereto. By entering into an Order Form hereunder, YourAffiliate agrees to be bound by the terms of this Agreement as if itwere an original party hereto. Order Forms shall be deemedincorporated herein by reference.
“PurchasedServices” means Services that You or Your Affiliatespurchase under an Order Form, as distinguished from those providedpursuant to an early adopter trial.
“Services”means the products and services that are ordered by You under anearly adopter trial or an Order Form and made available by Us onlinevia the customer login link at and/or other web pages designated byUs, including any associated offline components. “Services”exclude Non-CrewHu Applications.
“UserGuide” means the online termsand conditions for the Services, accessible via login athttp://www.CrewHu.com,as updated from time to time. You acknowledge that You have had theopportunity to review the User Guide.
“Users”means individuals who are authorized by You to use the Services, forwhom subscriptions to a Service have been ordered, and who have beensupplied user identifications and passwords by You (or by Us at Yourrequest). Users may include but are not limited to Your employees,consultants, contractors and agents.
“UserSlot” means a monthly User.
“You” or “Your” means the company or other legal entityfor which you are accepting this Agreement, and Affiliates of thatcompany or entity.
“YourData” means all electronic data or information submitted byYou to the Services.
2. EARLY ADOPTER TRIAL
IfYou register on our website or otherwise for an early adopter trial,We will make the Services available to You at a discounted price of$1.50 per User Slot provided You purchase a minimum of 120 UserSlots. The discounted price will available for any purchase of aminimum of an additional 120 User Slots prior to the one yearanniversary of the date of You accept this Agreement, regardless ofwhen used.
ANYDATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THESERVICES BY OR FOR YOU, DURING YOUR EARLY ADOPTER TRIAL MAY BEPERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAMESERVICES AS THOSE COVERED BY THE TRIAL, OR EXPORT SUCH DATA, BEFORETHE END OF THE TRIAL PERIOD.
NOTWITHSTANDINGSECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE EARLY ADOPTERTRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANYWARRANTY.
Inexchange for the discounted price offered in connection with an earlyadopter trial period, You agree that We shall be permitted to useYour name and the results achieved using the Services in case studiesand promotional advertising and We shall be permitted to disclosedata about Your use of the Services to our service providers for thepurpose of helping us improve our users’ experience with theServices, or as required by law.
3. PURCHASED SERVICES
3.1.Provision of Purchased Services. We shall make the PurchasedServices available to You pursuant to this Agreement and the relevantOrder Forms. You agree that Your purchases hereunder are neithercontingent on the delivery of any future functionality or featuresnor dependent on any oral or written public comments made by Usregarding future functionality or features.
3.2.User Slots. Unless otherwise specified in the applicableOrder Form, (i) Services are purchased as User Slots and User Slotsmay be accessed by or for no more than one unique User at a time, and(ii) additional User Slots may be added at any time at the thencurrent pricing. User Slots are for one unique User at a time andcannot be shared or used by more than one unique User at a time, butmay be reassigned to new Users replacing former Users who no longerrequire ongoing use of the Services.
4. USE OF THE SERVICES
4.1.Our Responsibilities. We shall: (i) provide Our most currentand updated products and services to you for the Purchased Servicesto You at no additional charge, (ii) use commercially reasonableefforts to make the Purchased Services available 24 hours a day, 7days a week, except for: (a) planned downtime (of which We shall giveat least 8 hours notice via Our website or in another manner we deemreasonable and which We shall schedule to the extent practicableduring non-business hours, or (b) any unavailability caused bycircumstances beyond Our reasonable control, including withoutlimitation, acts of God, acts of government, floods, fires,earthquakes, civil unrest, acts of terror, strikes or other laborproblems (other than those involving Our employees), Internet serviceprovider failures or delays, or denial of service attacks, and (iii)provide the Purchased Services only in accordance with applicablelaws and government regulations.
4.2.Our Protection of Your Data. We shall maintain appropriateadministrative, physical, and technical safeguards for protection ofthe security, confidentiality and integrity of Your Data. We shallnot (a) modify Your Data, (b) disclose Your Data except as compelledby law in accordance with Section 8.3 (Compelled Disclosure) or asexpressly permitted in writing by You, or (c) access Your Data exceptto provide the Services and prevent or address service or technicalproblems, or at Your request in connection with customer supportmatters.
4.3.Your Responsibilities. You shall (i) be responsible forUsers’ compliance with this Agreement, (ii) be responsible forthe accuracy, quality and legality of Your Data and of the means bywhich You acquired Your Data, (iii) use commercially reasonableefforts to prevent unauthorized access to or use of the Services, andnotify Us promptly of any such unauthorized access or use, and (iv)use the Services only in accordance with the User Guide andapplicable laws and government regulations. You shall not (a) makethe Services available to anyone other than Users, (b) sell, resell,rent or lease the Services, (c) use the Services to store or transmitinfringing, libelous, or otherwise unlawful or tortious material, orto store or transmit material in violation of third-party privacyrights, (d) interfere with or disrupt the integrity or performance ofthe Services or third-party data contained therein, or (e) attempt togain unauthorized access to the Services or their related systems ornetworks.
5. NON-CREWHU PROVIDERS
5.1.Acquisition of Non-CrewHu Products and Services. We or thirdparties may from time to time make available to You third-partyproducts or services, including but not limited to Non-CrewHuApplications and implementation, customization and other services.Any acquisition by You of such non-CrewHu products or services, andany exchange of data between You and any non-CrewHu provider, issolely between You and the applicable non-CrewHu provider. We do notwarrant or support non-CrewHu products or services, whether or notthey are designated by Us as “certified” or otherwise.Subject to Section 5.3 (Integration with Non-CrewHu Services), nopurchase of non-CrewHu products or services is required to use theServices except a supported computing device, operating system, webbrowser and Internet connection.
5.2.Non-CrewHu Applications and Your Data. If You install orenable Non-CrewHu Applications for use with Services, You acknowledgethat We may allow providers of those Non-CrewHu Applications toaccess Your Data as required for the interoperation of suchNon-CrewHu Applications with the Services. We shall not beresponsible for any disclosure, modification or deletion of Your Dataresulting from any such access by Non-CrewHu Application providers.The Services shall allow You to restrict such access by restrictingUsers from installing or enabling such Non-CrewHu Applications foruse with the Services.
5.3.Integration with Non-CrewHu Services. The Services maycontain features designed to interoperate with Non-CrewHuApplications (e.g., Facebook or Twitter applications). To use suchfeatures, You may be required to obtain access to such Non-CrewHuApplications from their providers. If the provider of any suchNon-CrewHu Application ceases to make the Non-CrewHu Applicationavailable for interoperation with the corresponding Service featureson reasonable terms, We may cease providing such Service featureswithout entitling You to any refund, credit, or other compensation.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1.Fees. You shall pay all fees specified in all Order Formshereunder. Except as otherwise specified herein or in an Order Form,(i) fees are based on the number of User Slots subscribed for and notactual usage, (ii) payment obligations are non-cancelable and feespaid are non-refundable, (iii) the number of User Slots will bedecreased automatically on a monthly basis (based upon the number ofUsage Slots utilized at the end of the prior month), and (iv) thenumber of User Slots may be increased by You at any time. UserSlot fees are based the number of User Slots subscribed for inmonthly periods that begin on the subscription start date and eachmonthly anniversary thereof; therefore, fees for User Slots added inthe middle of a monthly period will be charged for that full monthlyperiod.
6.2.Invoicing and Payment. You will provide Us with valid andupdated credit card information unless we mutually agree upon anothermethod of payment. If You provide credit card information to Us, Youauthorize Us to charge such credit card for the number of User Slotslisted in the Order Form and any replenishment of User Slots as setforth in Section 12.2 (Term of Purchased User Slots). Such chargesshall be made in advance, either monthly or in accordance with anydifferent billing frequency stated in the applicable Order Form. Ifthe Order Form specifies that payment will be by a method other thana credit card, We will invoice You in advance and otherwise inaccordance with the relevant Order Form. Unless otherwise stated inthe Order Form, invoiced charges are due net 30 days from the invoicedate. You are responsible for providing complete and accuratebilling and contact information to Us and notifying Us of any changesto such information.
6.3.Overdue Charges. If any fees for Services are not receivedfrom You by the due date, then at Our discretion, such fees mayaccrue late interest at the rate of 1.5% of the outstanding balanceper month, or the maximum rate permitted by law, whichever is lower,from the date such payment was due until the date paid.
6.4.Suspension of Service and Acceleration. If any amount owingby You under this or any other agreement for Our Services is 30 ormore days overdue (or 10 or more days overdue in the case of amountsYou have authorized Us to charge to Your credit card), We may,without limiting Our other rights and remedies, accelerate Yourunpaid fee obligations under such agreements so that all suchobligations become immediately due and payable, and suspend Ourservices to You until such amounts are paid in full. We will giveYou at least 7 days’ prior notice that Your account is overdue,in accordance with Section 13.2 (Manner of Giving Notice), beforesuspending services to You.
6.5.Payment Disputes. We shall not exercise Our rights underSection 6.3 (Overdue Charges) or 6.4 (Suspension of Service andAcceleration) if You are disputing the applicable charges reasonablyand in good faith and are cooperating diligently to resolve thedispute.
6.6.Taxes. Unless otherwise stated, Our fees do not include anytaxes, levies, duties or similar governmental assessments of anynature, including but not limited to value-added, sales, use orwithholding taxes, assessable by any local, state, provincial,federal or foreign jurisdiction (collectively, “Taxes”).You are responsible for paying all Taxes associated with Yourpurchases hereunder. If We have the legal obligation to pay orcollect Taxes for which You are responsible under this paragraph, theappropriate amount shall be invoiced to and paid by You, unless Youprovide Us with a valid tax exemption certificate authorized by theappropriate taxing authority. For clarity, We are solely responsiblefor taxes assessable against Us based on Our income, property andemployees.
7. PROPRIETARY RIGHTS
7.1.Reservation of Rights in Services. Subject to the limitedrights expressly granted hereunder, We reserve all rights, title andinterest in and to the Services, including all related intellectualproperty rights. No rights are granted to You hereunder other than asexpressly set forth herein.
7.2.Restrictions. You shall not (i) permit any third party toaccess the Services except as permitted herein, (ii) create derivateworks based on the Services except as authorized herein, (iii) copy,frame or mirror any part or content of the Services, other thancopying or framing on Your own intranets or otherwise for Your owninternal business purposes, (iv) reverse engineer the Services, or(v) access the Services in order to (a) build a competitive productor service, or (b) copy any features, functions or graphics of theServices.
7.3.Your Data. Subject to the limited rights granted by Youhereunder, We acquire no right, title or interest from You or Yourlicensors under this Agreement in or to Your Data, including anyintellectual property rights therein.
7.5.Suggestions. We shall have a royalty-free, worldwide,irrevocable, perpetual license to use and incorporate into theServices any suggestions, enhancement requests, recommendations orother feedback provided by You, including Users, relating to theoperation of the Services.
8.1.Definition of Confidential Information. As used herein,“Confidential Information” means all confidentialinformation disclosed by a party (“Disclosing Party”)to the other party (“Receiving Party”), whetherorally or in writing, that is designated as confidential or thatreasonably should be understood to be confidential given the natureof the information and the circumstances of disclosure. YourConfidential Information shall include Your Data; Our ConfidentialInformation shall include the Services; and Confidential Informationof each party shall include the terms and conditions of thisAgreement and all Order Forms, as well as business and marketingplans, technology and technical information, product plans anddesigns, and business processes disclosed by such party. However,Confidential Information shall not include any information that (i)is or becomes generally known to the public without breach of anyobligation owed to the Disclosing Party, (ii) was known to theReceiving Party prior to its disclosure by the Disclosing Partywithout breach of any obligation owed to the Disclosing Party, (iii)is received from a third party without breach of any obligation owedto the Disclosing Party, or (iv) was independently developed by theReceiving Party as evidenced by tangible data.
8.2.Protection of Confidential Information. The Receiving Partyshall use the same degree of care that it uses to protect theconfidentiality of its own confidential information of like kind (butin no event less than reasonable care) (i) not to use anyConfidential Information of the Disclosing Party for any purposeoutside the scope of this Agreement, and (ii) except as otherwiseauthorized by the Disclosing Party in writing, to limit access toConfidential Information of the Disclosing Party to those of its andits Affiliates’ employees, contractors and agents who need suchaccess for purposes consistent with this Agreement and who havesigned confidentiality agreements with the Receiving Party containingprotections no less stringent than those contained herein. Neitherparty shall disclose the terms of this Agreement or any Order Form toany third party other than its Affiliates and their legal counsel andaccountants without the other party’s prior written consent.
8.3.Compelled Disclosure. The Receiving Party may discloseConfidential Information of the Disclosing Party if it is compelledby law to do so, provided the Receiving Party gives the DisclosingParty prior notice of such compelled disclosure (to the extentlegally permitted) and reasonable assistance, at the DisclosingParty’s cost, if the Disclosing Party wishes to contest thedisclosure. If the Receiving Party is compelled by law to disclosethe Disclosing Party’s Confidential Information as part of acivil proceeding to which the Disclosing Party is a party, and theDisclosing Party is not contesting the disclosure, the DisclosingParty will reimburse the Receiving Party for its reasonable cost ofcompiling and providing secure access to such ConfidentialInformation.
9. WARRANTIES AND DISCLAIMERS
9.1.Our Warranties. We warrant that (i) We have validly enteredinto this Agreement and have the legal power to do so, (ii) theServices shall perform materially in accordance with the intendeduse, and (iii) subject to Section 5.3 (Integration with Non-CrewHuServices), the functionality of the Services will not be materiallydecreased. For any breach of a warranty above, Your exclusive remedyshall be as provided in Section 12.3 (Termination for Cause) andSection 12.4 (Refund or Payment upon Termination) below.
9.2.Your Warranties. You warrant that You have validly enteredinto this Agreement and have the legal power to do so.
9.3.Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHERPARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALLIMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW.
9.4.Non-GA Services. From time to time We may invite You to try,at no charge, Our products or services that are not generallyavailable to Our customers (“Non-GA Services”).You may accept or decline any such trial in Your sole discretion.Any Non-GA Services will be clearly designated as beta, pilot,limited release, developer preview, non-production or by adescription of similar import. Non-GA Services are provided forevaluation purposes and not for production use, are not supported,may contain bugs or errors, and may be subject to additional terms.NON-GA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDERAND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIEDWARRANTY. We may discontinue Non-GA Services at any time in Our solediscretion and may never make them generally available.
10. MUTUAL INDEMNIFICATION
10.1.Indemnification by Us. We shall defend You against anyclaim, demand, suit, or proceeding made or brought against You by athird party alleging that the use of the Services as permittedhereunder infringes or misappropriates the intellectual propertyrights of a third party (a “Claim Against You”),and shall indemnify You for any damages, attorney fees and costsfinally awarded against You as a result of, and for amounts paid byYou under a court-approved settlement of, a Claim Against You;provided that You (a) promptly give Us written notice of the ClaimAgainst You; (b) give Us sole control of the defense and settlementof the Claim Against You (provided that We may not settle any ClaimAgainst You unless the settlement unconditionally releases You of allliability); and (c) provide to Us all reasonable assistance, at Ourexpense. In the event of a Claim Against You, or if We reasonablybelieve the Services may infringe or misappropriate, We may in Ourdiscretion and at no cost to You (i) modify the Services so that theyno longer infringe or misappropriate, without breaching Ourwarranties under “Our Warranties” above, (ii) obtain alicense for Your continued use of the Services in accordance withthis Agreement, or (iii) terminate Your User subscriptions for suchServices upon 30 days’ written notice and refund to You anyprepaid fees covering unused User Slots.
10.2.Indemnification by You. You shall defend Us against anyclaim, demand, suit or proceeding made or brought against Us by athird party alleging that Your Data, or Your use of the Services inbreach of this Agreement, infringes or misappropriates theintellectual property rights of a third party or violates applicablelaw (a “Claim Against Us”), and shall indemnify Usfor any damages, attorney fees and costs finally awarded against Usas a result of, or for any amounts paid by Us under a court-approvedsettlement of, a Claim Against Us; provided that We (a) promptly giveYou written notice of the Claim Against Us; (b) give You sole controlof the defense and settlement of the Claim Against Us (provided thatYou may not settle any Claim Against Us unless the settlementunconditionally releases Us of all liability); and (c) provide to Youall reasonable assistance, at Your expense.
10.3.Exclusive Remedy. This Section 10 (Mutual Indemnification)states the indemnifying party’s sole liability to, and theindemnified party’s exclusive remedy against, the other partyfor any type of claim described in this Section.
11. LIMITATION OF LIABILITY
11.1.Limitation of Liability. NEITHER PARTY’S LIABILITYWITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THISAGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OFLIABILITY) SHALL EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BYYOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THATIN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISINGOUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT ORUNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BYYOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENTOBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASEDSERVICES).
11.2.Exclusion of Consequential and Related Damages. IN NO EVENTSHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOSTPROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER INCONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER ORNOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BYAPPLICABLE LAW.
12. TERM AND TERMINATION
12.1.Term of Agreement. This Agreement commences on the date Youaccept it and continues until all User Slots granted in accordancewith this Agreement have been used or been terminated. If You electto use the Services for an early adopter trial period, Your abilityto purchase additional User Slots at the discounted price will expireon the one year anniversary of the date of You accept this Agreement.
12.2.Term of Purchased User Slots. User Slots purchased by Youcommence on the start date specified in the applicable Order Form andcontinue until all User Slots have been used. All subscriptionsshall automatically be replenished for a the number of User Slots(with 120 User Slots being the minimum) set forth on the Order Form,unless either party gives the other notice of non-renewal at least 30days prior to replenishment. The per-User Slot pricing forreplenished User Slots shall be the same as that for the prior UserSlot unless We have given You written notice of a pricing increase atleast 30 days before the replenishment.
12.3.Termination for Cause. A party may terminate this Agreementfor cause: (i) upon 30 days written notice to the other party of amaterial breach if such breach remains uncured at the expiration ofsuch period, or (ii) if the other party becomes the subject of apetition in bankruptcy or any other proceeding relating toinsolvency, receivership, liquidation or assignment for the benefitof creditors.
12.4.Refund or Payment upon Termination. Upon any termination forcause by You, We shall refund You any prepaid fees covering unusedUser Slots. In no event shall any termination relieve You of theobligation to pay any fees payable to Us for User Slots used prior tothe effective date of termination.
12.5.Return of Your Data. Upon request by You made within 30 daysafter the effective date of termination of a Purchased Servicessubscription, We will make available to You for download a file ofYour Data. After such 30-day period, We shall have no obligation tomaintain or provide any of Your Data and may thereafter, unlesslegally prohibited, delete all of Your Data in Our systems orotherwise in Our possession or under Our control.
12.6.Surviving Provisions. Section 6 (Fees and Payment forPurchased Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3(Disclaimer), 10 (Mutual Indemnification), 11 (Limitation ofLiability), 12.4 (Refund or Payment upon Termination), 12.5 (Returnof Your Data), 13 (Notices, Governing Law and Jurisdiction) and 14(General Provisions) shall survive any termination or expiration ofthis Agreement.
13. NOTICES, GOVERNING LAW AND JURISDICTION
13.1.Manner of Giving Notice. Except as otherwise specified inthis Agreement, all notices, permissions and approvals hereundershall be in writing and shall be deemed to have been given upon: (i)personal delivery, (ii) the second business day after mailing, (iii)the second business day after sending by confirmed facsimile, or (iv)the first business day after sending by email (provided email shallnot be sufficient for notices of termination or an indemnifiableclaim). Billing-related notices to You shall be addressed to therelevant billing contact designated by You. All other notices to Youshall be addressed to the relevant Services system administratordesignated by You.
13.2.Agreement to Governing Law and Jurisdiction. Each partyagrees that this agreement shall be governed by the laws of the Stateof Florida without regard to choice or conflicts of law rules, andconsents to the exclusive jurisdiction of the state and federalcourts located in Miami-Dade County, Florida for any action orlitigation in any way arising out of or related to this Agreement.
13.4.Waiver of Jury Trial. Each party hereby waives any right tojury trial in connection with any action or litigation in any wayarising out of or related to this Agreement.
14.1.Relationship of the Parties. This Agreement does not createa partnership, franchise, joint venture, agency, fiduciary oremployment relationship between the parties.
14.2.No Third-Party Beneficiaries. There are no third-partybeneficiaries to this Agreement.
14.3.Waiver. No failure or delay by either party in exercisingany right under this Agreement shall constitute a waiver of thatright.
14.4.Severability. If any provision of this Agreement is held bya court of competent jurisdiction to be contrary to law, theprovision shall be modified by the court and interpreted so as bestto accomplish the objectives of the original provision to the fullestextent permitted by law, and the remaining provisions of thisAgreement shall remain in effect.
14.5.Attorney Fees. You shall pay on demand all of Our reasonableattorney fees and other costs incurred by Us to collect any fees orcharges due Us under this Agreement following Your breach of Section6.2 (Invoicing and Payment).
14.6.Assignment. Neither party may assign any of its rights orobligations hereunder, whether by operation of law or otherwise,without the prior written consent of the other party (not to beunreasonably withheld). Notwithstanding the foregoing, either partymay assign this Agreement in its entirety (including all OrderForms), without consent of the other party, to its Affiliate or inconnection with a merger, acquisition, corporate reorganization, orsale of all or substantially all of its assets not involving a directcompetitor of the other party. A party’s sole remedy for anypurported assignment by the other party in breach of this paragraphshall be, at the non-assigning party’s election, termination ofthis Agreement upon written notice to the assigning party. In theevent of such a termination, We shall refund to You any prepaid feescovering unused User Slots. Subject to the foregoing, this Agreementshall bind and inure to the benefit of the parties, their respectivesuccessors and permitted assigns.
14.7.Entire Agreement. This Agreement, including all exhibits andaddenda hereto and all Order Forms, constitutes the entire agreementbetween the parties and supersedes all prior and contemporaneousagreements, proposals or representations, written or oral, concerningits subject matter. No modification, amendment, or waiver of anyprovision of this Agreement shall be effective unless in writing andeither signed or accepted electronically by the party against whomthe modification, amendment or waiver is to be asserted. However, tothe extent of any conflict or inconsistency between the provisions inthe body of this Agreement and any exhibit or addendum hereto or anyOrder Form, the terms of such exhibit, addendum or Order Form shallprevail. Notwithstanding any language to the contrary therein, noterms or conditions stated in Your purchase order or other orderdocumentation (excluding Order Forms) shall be incorporated into orform any part of this Agreement, and all such terms or conditionsshall be null and void.