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Subscription Agreement

Last Updated: January 2026

This Subscription Agreement, as amended from time to time (the “Agreement”) is entered into by and between the Company (as defined in Section 13.10 below) and the entity identified as the customer in an order form or other ordering document issued by the Company and executed by such entity that expressly references this Agreement (each, an “Order”; such entity, the “Customer”). This Agreement and each applicable Order together constitute the agreement between the Company and the Customer for the Services described in that Order.  

If the Customer purchases access to the Platform or any Services from or through a partner, reseller or distributor authorized by the Company (a “Partner”), and there is any conflict between this Agreement and any agreement, including any purchase order, between the Customer and the applicable Partner (a “Partner Order”), then, as between the Company and the Customer, this Agreement will prevail. Any rights granted to the Customer under a Partner Order that are not set forth in this Agreement are granted solely by the Partner, and the Customer must seek any enforcement, remedy or redress for such rights exclusively against the Partner and not the Company. 

BY EXECUTING AN ORDER THAT EXPRESSLY REFERENCES THIS AGREEMENT, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT, BEFORE EXECUTING THE ORDER, IT WAS PROVIDED ACCESS TO THIS AGREEMENT AND HAD THE OPPORTUNITY TO REVIEW, DOWNLOAD AND RETAIN A COPY OF IT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT EXECUTE THE ORDER OR ACCESS OR USE THE SERVICE OR THE PLATFORM. THE INDIVIDUAL EXECUTING THE ORDER ON CUSTOMER’S BEHALF REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT.

1. THE SERVICE

  1. The Services. During the Term (as defined in the Order), the Company shall provide the Services as described in the Order, subject to, and in accordance with, the terms and conditions of this Agreement and the Order, and any technical documentation provided to the Customer by the Company. Each Order and this Agreement are incorporated into one another by reference and together form the parties’ agreement for the applicable Services.
  2. Access to the Service. During the Term, the Company will make the Service available to the Customer via SSO (the “Access Credentials”). The Company will provide access to the Platform for the Customer as specified in the Order, subject to the Company’s security protocols, policies and documentation. The Customer shall maintain adequate security and control of its Access Credentials and only provide such Access Credentials to those individuals who it has authorized to use the Platform (each an “Authorized User”). The Customer shall be responsible for each Authorized User and ensure that each Authorized User complies with the terms and conditions herein. In the event of any unauthorized access to the Platform, the Customer shall immediately notify the Company of such access.
  3. Suspension of Services. In addition to the other rights or remedies set forth in this Agreement, the Company reserves the right to suspend or cancel the Services: (i) if the Customer is fifteen (15) days or more overdue on a payment, (ii) if the Company deems such suspension necessary as a result of the Customer’s material breach of its obligations under this Agreement, (iii) if the Company reasonably determines suspension is necessary to avoid material harm to the Company or its other subscribers, or (iv) as required by law or request of governmental entities. 
  4. Right to Use. Subject to the Customer’s full compliance with the terms of this Agreement, and the terms of the Order, the Customer is granted, during the Term, a limited, revocable, personal, non-exclusive, non-transferable, and non-sub-licensable right to access and use the Platform for its internal business purposes only, according to the terms of this Agreement, the Order, and any documentation, manuals or instructions provided by the Company to the Customer. The Customer may not make any commercial use of the Platform or the Services, nor grant any third party any right to use the Platform, whether or not for consideration, unless otherwise agreed by the Company. Furthermore, the Customer shall remain fully responsible for any act or omission of such third party. Other than the rights expressly provided in this Section ‎1.4 to the Customer, no other rights or interests whatsoever in the Platform or the Services are transferred or granted to the Customer. 
  5. Limitations of Use. Without limiting the foregoing, the Customer undertakes not to, and not to allow or aid any third party, to: (i) use the Platform or the Services for any purpose other than the purpose explicitly set forth hereunder, including not using the Platform or the Services to provide services to third parties; (ii) copy, alter or reproduce the Platform or the documentation which accompanies the Platform; (iii) develop any other product containing any of the concepts or ideas contained in the Platform; (iv) modify, alter, reverse engineer, revise, enhance, dissemble or decompile the Platform or any part thereof, or incorporate the Platform into any other software, or, if applicable, extract the Platform from the product within which it is embedded, or attempt to create the source code or underlying ideas or algorithms from the object code of the Platform; (v) damage, interfere with, or disrupt the integrity, performance or use of the Platform; (vi) remove or otherwise alter any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Platform; (vii) ship, transfer or export the Platform into any country, or make available or use the Platform in any manner which in violation of applicable export control laws, restrictions or regulations; (viii) unless otherwise agreed by the Company, sub-license, transfer, assign, pledge, or share with any third party its right to access and use the Platform and the Services; (ix) permit any unauthorized person to access or use the Platform or the Services; (x) use the Platform or the Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; (xi) create any derivative works of the Company’s Property (as defined below) or any part thereof, or build a similar or competitive product or service to the Platform and the Service; or (xii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of the Company. 
  6. Additional Purchases. If  the  Customer  has  purchased  the  Services  directly  from  the  Company,  unless otherwise  specified  in  the  respective  Order,  purchases  of  access  to  additional  usage  (e.g.,  additional Company units or extension of the Term) or features of the Platform or the Services (collectively, “Additional  Purchases”), may be made by  a  mutually  signed  written  addendum  or  amendment  to  any applicable Order or by executing a new Order, in each case according to the pricing agreed between the parties. If Additional Purchases take effect during an applicable Term, the Consideration and the term therefor will be prorated to be coterminous with said Term. 
  7. Notwithstanding anything to the contrary in this Agreement, any increase in cloud size resulting from an acquisition, merger, consolidation, or other business combination by the Customer or any of its affiliates shall not be deemed part of the agreement. The provision of the Services to any such newly acquired or combined entity shall be subject to Company’s prior written consent and to a separate written agreement or amendment between the Parties setting forth the applicable scope, pricing, and terms.

2. REPRESENTATIONS AND WARRANTIES

  1. Each party hereto represents and warrants that: 
    1. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; 
    2. it has the power and authority to execute and deliver this Agreement;
    3. it shall comply with all applicable laws relating in any way to its performance of its obligations under the Agreement and the Order; and
    4. neither the execution and delivery of this Agreement nor the performance of its obligations under this Agreement will violate any contract, agreement, court order, or law to which such party is subject or by which it is bound. 
  2. Customer further represents and warrants that it shall use the Services and Platform in accordance with the provisions of this Agreement, the Order and any documentation or instructions provided by the Company, from time to time.

3. CONSIDERATION AND PAYMENT TERMS

  1. Consideration. In consideration for the Services, the Customer shall pay the Company the fees set forth in the Order (the “Consideration”).
  2. Invoice and Payment. Unless otherwise agreed in the Order, the Company shall issue an invoice for the Consideration to the Customer, in advance of the period to which it relates, all as set forth in the Order. Where an Order specifies fees for multiple years of the Term, the entire aggregate Consideration for all years of the Term shall become due and payable upon execution of the Order. The Customer shall pay the Consideration to the Company within thirty (30) days following the issuance of an invoice. The Customer shall pay the Consideration by using such payment details as are notified by the Company to the Customer from time to time, or as detailed in the invoice. All payments shall be in United States Dollars, unless otherwise instructed by the Company or agreed in the Order. The Customer shall not be entitled to offset any payments due to the Company under this Agreement.
  3. Taxes. The Consideration does not include applicable taxes, which shall be added as required by law. The Customer shall bear any and all taxes in connection with any payments made to the Company pursuant to this Agreement. The Company shall be entitled to withhold any taxes as required by law.
  4. Interest. Any Consideration unpaid by the due date shall thereafter bear interest at the rate of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid.

4. CONFIDENTIALITY

  1. Non-disclosure of Confidential Information. The parties undertake that, during and after the Term, each party shall keep confidential any and all Confidential Information (as defined below) of the other party. The parties undertake: (i) to keep confidential the disclosing party’s Confidential Information, with the same standard of care as it uses to protect its own confidential information, but no less than reasonable care; and (ii) not to disclose Confidential Information to any entity or person in any way, other than for performance of its obligations under this Agreement, and other than to such receiving party’s (or its affiliate’s) employees, service providers, advisors and agents who need to know such Confidential Information and who are bound by at least equivalent obligations of confidentiality and non-disclosure as those under this Agreement.

“Confidential Information” shall include, without limitation, any data or information that is proprietary to the disclosing party, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the receiving party, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of the disclosing party; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the disclosing party; and (vi) any information generated by the receiving party that contains, reflects, or is derived from any of the foregoing. Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. 

  1. Return of Confidential Information. Each party undertakes not to retain any Confidential Information of the disclosing party, except during the Term and for the purpose of its engagement with the disclosing party under this Agreement. Each party undertakes to return to the disclosing party, or to destroy, all such information, immediately upon and as per the disclosing party’s initial writing demand. 
  2. Exclusions. The obligations in this Section ‎4 herein, with respect to Confidential Information, do not apply to information that: (a) is rightfully received from a third party lawfully in possession of the information and not subject to a confidentiality or nonuse obligation, as may be evidenced in writing; (b) is independently developed by the receiving party or its personnel, provided that the persons developing the information on behalf of the receiving party did not have access to the Confidential Information, as may be evidenced in writing; or (c) was already known, in a lawful manner, to the receiving party prior to its receipt from the Company, as may be evidenced in writing. In addition, and notwithstanding anything else herein, the receiving party will be allowed to disclose Confidential Information of the disclosing party to the extent that such disclosure is: (x) approved in writing by the disclosing party; or (y) required by law or by the order of a court, provided that the receiving party gives the disclosing party prompt notice thereof so that the disclosing party may seek a protective order or other appropriate remedy, and further provided, that in the event that such protective order or other remedy is not obtained, the receiving party shall furnish only that portion of the Confidential Information which is legally required, and shall exercise all reasonable efforts required to obtain confidential treatment for such Confidential Information.

5. OWNERSHIP; INTELLECTUAL PROPERTY

  1. Ownership. All rights, titles and interest, of any kind whatsoever, in connection with or relating to the Platform and the Services (and any and all improvements, modifications, updates and derivative works thereof), including but not limited to intellectual property rights (including without limitation, patents, inventions, copyrights, works of authorship, trade secrets, trademarks, trade names, service marks, logos, or other identifying words or images, technical information, data, know-how, designs, drawings, utility models, mask works, specifications, formulas, methods, techniques, processes, databases, software, code, algorithms, architecture, records, documentation, research results, study results and any other similar intellectual and industrial property), in any form and embodied in any media, whether capable of protection or not, whether registered or unregistered, and including all applications, registrations, renewals, extensions, continuations, divisions or reissues thereof, as well as any moral rights, rights of privacy, rights of publicity and similar rights, and all Confidential Information of the Company, are exclusively owned by the Company (collectively, the “Company’s Property”). The Customer hereby acknowledges that the Customer has no rights of any kind in the Company’s Property (other than the right of use hereunder, set forth in Section ‎1.4 above), and this Agreement does not transfer any rights in the Company’s Property to the Customer. 
  2. Feedback. The Customer may from time to time provide Feedback (as defined below) to the Company. Both parties agree that all Feedback are and shall be given entirely voluntarily, and such Feedback shall be exclusively owned by the Company and shall be considered as the Company’s Property. Feedback, even if designated as confidential by the Customer, shall not, absent a separate written agreement, create any confidentiality obligation for the Company. Furthermore, the Company shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the suggestions provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. “Feedback” means ideas, comments for improvements, modifications or other feedback which the Customer may time to time provide to the Company concerning the Services or the Platform.

6. DATA

  1. Customer Data. The Customer Data (as defined below) shall belong to the Customer, and the Customer hereby grants the Company, during the Term, a non-exclusive license to copy, reproduce, store, process, edit and translate the Customer Data to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company’s rights under this Agreement. The Customer warrants to the Company that the Customer Data will not infringe the intellectual property rights or other legal rights of any person, and providing access to the Customer Data, will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. To the extent that any Customer Data includes any personally identifiable information, the Customer warrants and represents that it is acting in full compliance with all applicable privacy laws, data protection laws, controller obligations, and has received all required consents or approvals, to allow the Company to access and use the Customer Data in accordance with this Agreement. 

“Customer Data” means all data, works, information, and materials on, processed through, or resulting from the Customer’s platforms and systems, which are accessed or processed by the Company in the context of the Services, other than any Company Data. 

  1. Company Data. The Company may collect and use query logs, anonymous data related to analysis and communication, and data relating to the operation, support, performance, security, maintenance, access to and use of the Service (the “Company Data”), to operate, develop, improve, and support its products and services. The Company Data shall remain owned by the Company and the Customer shall acquire no rights of any type to the Company Data. Notwithstanding anything to the contrary in this Agreement, the Company may freely use the Company Data and may share any Company Data to the extent the Company Data is aggregated and/or anonymized such that the Customer cannot be identified.

7. RELATIONSHIP OF THE PARTIES

The Company is an independent contractor and nothing in this Agreement will be construed to make either the Company or Customer partners, joint ventures, principals, agents or employees of the other. No officer, director, employee, agent, affiliate or contractor employed by the Company to perform work on Customer’s behalf under this Agreement will be deemed to be an employee, agent or contractor of Customer. Neither party will have any right, power or authority, express or implied, to bind or make representations on behalf of the other.

8. DISCLAIMER OF WARRANTIES

  1. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES AND THE PLATFORM ARE PROVIDED “AS IS” AND ON “AS AVAILABLE” BASIS, AND EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. 
  2. The Service may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Customer’s right to use such Third Party Components as part of, or in connection with the Service is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and the Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Customer hereby agrees to such terms associated with the Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third Party Components contained therein) be deemed “open source” or “publicly available” software.

9. INDEMNIFICATION

  1. Customer’s Indemnification. The Customer hereby agrees to indemnify, defend and hold the Company and its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on the Company’s behalf (“Company’s Related Parties”) harmless from and against any and all claims, including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively “Damages”) that are based on or arise out of or from (a) any misuse of the Platform by the Customer and any third party on the Customer’s behalf; (b) a third party claim, suit or proceeding alleging that the use of the Customer Data within the scope of this Agreement infringes, or may infringe, any privacy right of a third party; and (c) Customer’s or Customer’s employees’ or personnel’s fraud or willful misconduct.
  2. Company’s Indemnification. The Company hereby agrees to indemnify, defend and hold the Customer and its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on the Customer’s behalf harmless from and against any and all Damages that are based on or arise out of or from (a) any third party claim alleging that the Service infringes intellectual property rights held by any third party (“IP Claim”); and (b) Company’s or Company’s employees’ or personnel’s fraud or willful misconduct.
  3. IP Claim. Notwithstanding anything herein to the contrary, the Company shall have no liability for any IP Claim which is based on (a) a modification of the Service by anyone other than the Company; (b) use of the Service in combination with equipment, devices, software or components not provided by the Company; (c) use of the Service other than in accordance with this Agreement; and/or (d) the Customer’s failure to use updated or modified versions or patches provided by the Company specifically to avoid such infringement.

Should the Service become, or in the Company’s opinion may become the subject of such IP Claim, the Company shall have the right, at the Company’s sole option and expense, to (a) obtain for Customer the right to continue using the Service; (b) replace or modify the Service so that it becomes non-infringing; or (c) if such remedies are not commercially available at the Company’s sole discretion, terminate this Agreement and refund Customer pre-paid Consideration for the unutilized Service.

  1. The foregoing terms state the Company’s sole and exclusive liability and the Customer’s sole and exclusive remedy for any IP Claim.
  2. Indemnification Process. The indemnifying party’s indemnification undertaking(s) above shall be conditioned upon the following: (a) the indemnifying party shall be given prompt written notice of the claim by the indemnified party promptly upon its receipt; (b) the indemnified party shall act in good faith and use commercially reasonable efforts to cooperate with the indemnifying party; (c) the indemnifying party, at its cost and expense, shall take sole control over a claim and the defense, and any settlement thereof; and (d) the indemnified party shall not make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the express prior written consent of the indemnifying party.

10. LIMITATION OF LIABILITY

  1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES) ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
  2. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, THE COMPANY’S MAXIMUM LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION SHALL BE THE AMOUNTS ACTUALLY PAID TO THE COMPANY BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CUSTOMER’S CAUSE OF ACTION. 
  3. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT. 
  4. The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it may have arising out of or related to use of the Service or otherwise under this Agreement must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.
  5. All the terms and limitations of this Agreement, including the warranty and liability limitations and exclusions, are fair and reasonable in light of the amounts to be paid by the Customer, the nature of the Services, the strength of the bargaining position of each party, the alternative ways the Customer’s needs could have been met and the potential benefits and risks for both parties in entering into this Agreement.

11. TERM AND TERMINATION

  1. Term. The term of this Agreement is set forth in the Order. 
  2. Termination for Cause. Notwithstanding the above, either party may, without prejudice to the other rights or remedies available to it, immediately terminate this Agreement if the other party (i) fails to perform its material obligations under this Agreement or the Order, and such failure continues for a period of fifteen (15) days following the receipt of a written notice, (ii) violates any of the terms under Sections ‎1, ‎4, ‎5 or ‎6, or (iii) institutes or suffers the institution against it of bankruptcy, reorganization, liquidation, receivership, insolvency or similar proceedings or becomes generally unable to pay its debts as they become due. 
  3. Changes. The Company may change or discontinue the Services provided on the Platform or provide new, additional, or replacement Services. In any such case, the Customer will receive a written notification. In the event of a material adverse change to the scope of the Services, the Customer may, within thirty (30) days of receipt of the notification of change, elect to terminate this Agreement, by providing a written notice to the Company. Unless the Customer provides written notice of its rejection within the said thirty (30) days, the new Services will promptly take effect. 
  4. Effect of Termination. The Company will be paid for all Services performed and expenses incurred during the  Term. Upon the termination date of this Agreement, the Services granted herein shall immediately terminate (unless otherwise provided in the Order), and the Customer shall immediately return to the Company all of the Company’s documents and Confidential Information. 
  5. Survival. The provisions of this Agreement which are intended to survive the termination thereof, shall continue to be in force and effect following the termination of this Agreement for any reason, including without limitation Sections ‎‎1.4, ‎1.5, ‎‎3, ‎‎4, ‎‎5, ‎‎6, ‎‎8, ‎‎10, ‎‎11 and ‎‎13.

12. Publicity

The Company may reference its general business relationship with Customer for marketing purposes, including through references that will be made on the Company’s website and/or by using the Customer’s name and/or the Customer’s logo and/or the Customer’s trademarks. Customer may not use the Company’s trademarks in any marketing material without the prior written consent of the Company.

13. MISCELLANEOUS

  1. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for reference and are not intended for any other purpose whatsoever. 
  2. Assignment. The Company may assign and/or transfer and/or subrogate its rights under this Agreement to any affiliated Company, and in the event of a merger or sale of all or most of the Company’s assets or any other similar transaction as may be structured. 
  3. Notices. All notices and demands hereunder shall be in writing and shall be served by personal service, electronic mail, or by mail, at the address or email address of the receiving party set forth in the applicable Order (or such different address as may be designated by such party by written notice to the other party). The notice will have been given (a) when delivered by hand, (b) on the next business day, if delivered by a recognized overnight courier, (c) on the third business day if mailed (by certified or registered mail, return receipt requested), or (d) upon sending electronic mail, provided that no rejection or error message was received at the time of sending.
  4. Entire Agreement; Order of Precedence. This Agreement, each applicable Order, and any addendum or other document expressly incorporated by reference into an Order or signed by authorized representatives of both parties constitute the entire agreement between the parties relating to the applicable Services and supersede all prior or contemporaneous written or oral understandings, agreements, proposals and representations relating to those Services. In the event of any conflict or inconsistency: (i) a signed addendum will control solely with respect to its subject matter, unless it expressly states otherwise; (ii) the applicable Order will control over this Agreement solely with respect to the Services under that Order; and (iii) this Agreement will control thereafter. Any pre-printed, click-through or boilerplate terms contained in any purchase order or other form issued by the Customer will be null and void and will not modify this Agreement, even if the Company processes or accepts such purchase order or form.
  5. Amendments; Website Updates; Waivers. Except as expressly provided in this Section, any modification or waiver of this Agreement is effective only if it is in writing and signed by an authorized representative of both parties. The Company may publish revised versions of this Agreement on its website from time to time; however, no revised version will modify an Order already in effect during its then-current Term unless the parties expressly agree otherwise in a writing signed by both parties. A revised version will apply to a new Order executed after the effective date of that revised version. Notwithstanding the foregoing, the Company may implement a change required by applicable law upon written notice to the Customer, solely to the extent reasonably necessary to comply with such law. A waiver on one occasion will not constitute a waiver on any other occasion.
  6. No Waiver; Cumulative Remedies. No delay or failure by a party in exercising any right, power or privilege under this Agreement or any other instruments given in connection with or pursuant to this Agreement will impair any such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any right, power or privilege will preclude the further exercise of that right, power or privilege or the exercise of any other right, power or privilege. 
  7. Force Majeure. The Company shall not be liable for any failure to perform its obligations hereunder due to a cause beyond its reasonable control, including without limitation, strike, labor or civil unrest or dispute, embargo, blockage, work stoppage, protest, war, terrorism, or acts of God such as fires, floods, electrical storms, pandemic, and natural catastrophes (each a “Force Majeure”). In the event of a Force Majeure, the performance of the Company’s obligations shall be suspended during the period of existence of such Force Majeure as well as the period required thereafter to resume the performance of the obligation. 
  8. Severability. If any provision of this Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement and application of such provision to other persons or circumstances will not be affected. 
  9. No Third-Party Beneficiaries. Nothing in this Agreement, expressed or implied, shall confer on any person other than the parties hereto, or their respective permitted successors or assigns, any rights, benefits, remedies, obligations or liabilities under or by reason of this Agreement or the transactions contemplated herein. 
  10. Contracting Entity. The “Company” shall mean, if the Customer is an entity incorporated in (i) the United States or Canada, Aryon Security, Inc., a company incorporated under the laws of the State of Delaware, and (ii) in any other country, Aryon Security Ltd., a company incorporated under the laws of the State of Israel. 
  11. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with (i) the laws of the State of Delaware, if the Company is Aryon Security, Inc., or (ii) the laws of the State of Israel, if the Company is Aryon Security Ltd., in each case without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction. Any dispute, controversy or claim arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, breach or termination, shall be subject to the exclusive jurisdiction and venue of (a) the state or federal courts located in the State of Delaware, if the Company is Aryon Security, Inc., or (b) the competent courts located in Tel Aviv–Jaffa, Israel, if the Company is Aryon Security Ltd. To the fullest extent permitted by applicable law, each party hereby waives any right to a trial by jury in connection with any dispute, claim, action, or proceeding arising out of or relating to this Agreement. 
  12. Acknowledgement. The Customer acknowledges that, before executing each Order, it was provided access to this Agreement, had an opportunity to review this Agreement and consult with legal and other advisors, and read and understood the terms and obligations set forth herein. By executing an Order that references this Agreement, the Customer accepts and agrees to be bound by this Agreement.

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