Last revised: July 23, 2024

These Terms of Service (the “Terms”), the associated Order Form (the “Order”), and any amendments thereto signed by you and Allure Security Technology Inc or Allure Security CUSO, LLC (“Allure”) are, together, the “Agreement” that governs your access to and use of the Allure services (which include the Allure website or the Software, all together, the “Services”). Please read them carefully before using the Services.

By using the Services you are agreeing to the terms and conditions of the Agreement. If you are using the Services on behalf of an organization, you are agreeing to the Agreement on behalf of that organization and representing that you have the authority to bind that organization to the Agreement. In that case, “you” and “your” will refer to that organization. Allure and you are each a “Party” to the Agreement.

We update these terms from time to time.

1.  USE OF SERVICES

1.1  Access.

During the Subscription Term, set forth in the Order (the “Subscription Term”), Allure will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order.

You may permit your individual employees, contractors or agents (“Authorized Users”) to access and use the Software on behalf of and for the benefit of your company. You may access the Software only through the passwords, security protocols and policies and/or network links or connections provided, or otherwise authorized by, Allure.  You are responsible for all use of the Software by its Authorized Users, for obtaining any equipment and services necessary for it and its Authorized Users to connect to, access and use the Software, including without limitation computer hardware, software, telephone lines and Internet access.

You shall immediately notify Allure if you discover or suspects any unauthorized use of the Software, or if you know or suspects that any of the passwords or other access protocols (“Access Protocols”) have been lost or stolen or become known to any unauthorized person.  If Allure, in its absolute discretion, considers an Access Protocol to be insecure or to have been used inappropriately, then Allure may immediately cancel the Access Protocol and shall provide prompt written notice to Licensee. Such notice may be in paper or electronic format.

1.2 Modifications.

You acknowledge and agrees that Allure may continually develop new or modified features, functionality, capabilities and services in connection with the Software.  Accordingly, Allure reserves the right to modify the Software from time to time. Some modifications may be provided to you at no additional charge. In the event Allure adds additional features, functionality, capabilities or services to the Software, Allure may condition the implementation of such modifications on your payment of additional fees, and you will not be entitled to such new features, functionality, capabilities or services unless you pay such fees.  However, any corrections, enhancements, and upgrades to the Software that are made available to you shall be considered “Software” governed by this Agreement.

1.3 Prohibited and Unauthorized Use.

You will not use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; (ii) modify, translate, or create derivative works based on the Subscription Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

You may not use the Subscription Service in a way that would violate local or industry-specific regulations (for example, the Children’s Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act (“COPPA”), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).

1.4 Subscription via Free Trial or Evaluation.

In the event that Allure has granted you a Free Trial or Evaluation access, the Software is provided “as is” only, without any warranty, and the terms of Section 8 shall not apply. You assumes all risk with respect to its use of the software on a trial or evaluation basis.

1.5 Support and Maintenance

During the subscription term, Allure will provide telephone or email support during Allure normal business hours to Authorized Users in accordance with Allure’s Maintenance and Support Policy, http://www.alluresecurity.com/support-policy. Service level objectives applicable to the Software are also set forth therein. Allure reserves the right to change such Maintenance and Support Policy in its discretion upon notice to you, provided that Allure will not materially decrease the overall support provided during the Term. 

2.  FEES

2.1  Subscription Fees.

The Subscription Fee will remain fixed during the Current Term of your subscription unless (i) you exceed your Takedowns or other applicable limits, (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, including additional Takedowns, or (iv) otherwise agreed to in your Order.

2.2  Fee Adjustments at Renewal.

Upon renewal, we may increase your Subscription Fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next Renewal Term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your Current Term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

2.3  Payment Against Invoice.

All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. We will invoice you no more than forty-five (45) days before the fees are payable during the Subscription Term, for example, in advance of the beginning of the next Renewal Term and each subsequent Billing Period. All amounts which are not paid as required by this Agreement shall be subject to a late charge equal to one percent (1%) per month (or, if less, the maximum allowed by applicable law).

2.4  Payment Information.

You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your billing information up to date for the payment of incurred and recurring fees, including your tax information.

All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

2.5  Sales Tax.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service.

3.  TERM AND TERMINATION

3.1  Term and Renewal.

Your Initial Term will be specified in your Order. The Subscription Start Date shall be with respect to each Order, the later to occur of the “Start Date” specified in the Order or the date on which the last of Allure and the Customer executes the Order Form, or if the Order Form is not executed, the date on which the Customer enjoys the benefits of the Services.

Unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the same duration as your prior term or one year.

3.2  Notice of Non-Renewal. 

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or Allure must give written notice of non-renewal. The deadline for sending this notice is at least thirty (30) days prior to the expiration of the then-current Subscription Term

3.3  Early Cancellation.

You may choose to cancel your subscription early at your convenience provided that, Allure will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of your Current Term.

3.4  Termination for Cause.

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

Allure may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of your Current Term.

3.5  Suspension

3.5.1  Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for:

(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,

(ii) poses a threat to the security or operation of the Software and/or Allure’s systems,

(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity, or

(iv) exposes Allure or any other client to potential damages

3.5.2  Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

3.5.3  Suspension and Termination of Free Trial or Evaluation Services

We may suspend, limit, or terminate these free Services for any reason at any time without notice. We may terminate your subscription due to your inactivity.

3.6 Effect of Termination or Expiration. 

Upon any termination of this Agreement: (a) you will immediately discontinue all use of, and delete all copies of, the Software, the Documentation, and any Allure Confidential Information; (b) you will return, delete, purge or otherwise destroy any Allure Confidential Information and all copies of the Documentation then in Licensee’s possession; and (c) you will promptly pay to Allure all amounts due and payable hereunder. Allure shall have no obligation to maintain or provide any of your Data and shall upon termination, unless legally prohibited, delete all of your Data in Allure’s systems or otherwise in Allure’s possession or under control.  Termination of this Agreement (or any Order) will not limit either party from pursuing other remedies available to it, including injunctive relief.  Any provisions providing for limitations on liability, and those terms which by their nature were intended to survive any termination of this Agreement shall so survive.

4.  CUSTOMER DATA

4.1  Customer’s Proprietary Rights.

Certain information, data, and other content provided by you or third parties on your behalf (“Customer Data”) may be required for the proper operation of the Software or in order for Allure to perform mutually agreed services. You shall make available in a timely manner at no charge to Allure all Customer Data required by Allure for the proper operation of the Software or the performance of its obligations under this Agreement. As between you and Allure, you retain all right, title and interest in and to the Customer Data. You hereby grant to Allure a limited, royalty-free, non-exclusive, non-transferable license during the Subscription Term to use, copy, reformat, display, disclose and distribute the Customer Data solely for the purpose of Allure’s performance obligations hereunder.  You shall be responsible for and assume the risk and expense of, any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Data.  You are responsible for ensuring that Customer Data is separately backed up.

4.2  Limits on Allure.

We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service to you and only as permitted by applicable law and this Agreement.

4.3  Data Practices and Machine Learning.

4.3.1 Usage Data.

Allure may extract, compile, synthesize, and analyze data or information resulting from you or your Authorized Users’ use of the Software (“Usage Data”) using data capture, syndication, analysis and other similar tools or otherwise. To the extent that any Usage Data is collected by Allure, such Usage Data shall be solely owned by Allure and may be used by Allure for any lawful purpose, provided that the Usage Data is used only in an anonymized and aggregated form and in a manner that does not permit the identification of you or any Authorized User.

4.3.2 Machine Learning.

We may use Customer Data for machine learning to support and develop features and functionality within the Subscription Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by sending us notice.

4.3.3 Privacy Policy.

For more information on these practices, please see our Privacy Policy.

5.  INTELLECTUAL PROPERTY

5.1  This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to Allure Content, the Subscription Service, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Allure Content or the Subscription Service, in whole or in part, by any means, except as expressly authorized in writing by us. You may not use any of our trademarks without our prior written permission.

5.2  We encourage all customers to comment or present ideas and/or reports regarding installation, product experience, functionality, performance, accuracy, consistency and ease of use of the Software or any related services (“Feedback”). You agree that all such Feedback will be considered Allure’s proprietary and confidential information, and you hereby irrevocably transfer and assign to Allure all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback. Allure, in its sole discretion, may freely utilize all Feedback, whether written or oral, furnished by you to Allure, without attribution or compensation of any kind.

6.  CONFIDENTIALITY

6.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service and Allure Partners bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

6.2  The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information..

7.  PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this by sending us written notification.

8.  INDEMNIFICATION

Your indemnity to us: you will defend and hold us and our affiliates, employees, officers, directors, agents, successors and assigns, harmless at your own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Your Data; (ii) your violation of any third party rights (including third party intellectual property rights or privacy rights); and (iii) your use of the Services in any way contrary to the Agreement.

Our indemnity to you: We will defend and hold you and your employees, officers, directors, agents, successors and assigns, harmless at our own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with any third party claims that the Services infringe or misappropriate the intellectual property rights of a third party. We shall have no liability under this section to the extent that an alleged infringement of Intellectual Property Rights arises from (i) use of the Allure Services and/or Software in combination with other equipment or software not provided or approved by us in writing, if such claim would have been avoided but for such combined use; (ii) any modification to the Software made by you or any other third party not approved by us in writing or permitted under the Agreement; (iii) your failure to install any Software updates provided by us; or (iv) use of the Allure Services and/or Software other than in the manner permitted or authorized under the Agreement. In the event that your right to continue using the Services and/or Software are likely to be enjoined in our sole discretion we may (A) attempt to obtain the right for you to continue to use the Services and Software; or (B) replace or modify the Services and/or Software so that they no longer infringe but function substantially equivalently or (C) if neither (A) or (B) is commercially practicable, we shall have the right to terminate the Agreement and the license granted hereunder, and within thirty (30) days of the return of all Confidential Information to us by you, and return of Your Data to you, refund to you all unearned fees paid by you, if any, for any Services not yet performed. THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF ALLURE TO YOU, AND YOUR SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

The Party seeking indemnification under the Agreement will: (i) give the indemnifying Party prompt written notice of the claim, (ii) tender to the indemnifying Party control of the defense and settlement of the claim, and (iii) cooperate with the indemnifying Party in defending or settling the claim. The indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. Neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without that Party’s prior written consent, which may not be unreasonably withheld.

9.  DISCLAIMERS; LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties.

Allure warrants that: (i) it will perform the Services in accordance with the then-current Terms and Order, as may be updated from time to time; (ii) it will provide the Services in a professional manner, consistent with recognized industry security standards and good commercial practices; (iii) it will comply with all applicable law, and will be duly licensed and otherwise authorized to provide the Services; and (iv) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

Customer warrants that it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALLURE DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY.

9.2  No Indirect Damages.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

9.3  Limitation of Liability.

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

IN NO EVENT WILL ALLURE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ALLURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4  Third Party Products.

WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

9.5  Agreement to Liability Limit.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

10.  MISCELLANEOUS

10.1  Amendment; No Waiver.

We may modify any part or all of the Agreement by posting a revised version. The revised version will become effective and binding the next business day after it is posted.

If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after the date of revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the terms posted will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

10.2  Force Majeure.

Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

10.3  Actions Permitted.

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

10.4  Relationship of the Parties.

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

10.5  Compliance with Laws.

We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the Subscription Service, including any applicable export laws. 

You will not directly or indirectly export, re-export, or transfer the Subscription to prohibited countries or individuals or permit use of the Subscription Service by prohibited countries or individuals.

10.6 Severability.

If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

10.7  Notices.

To Allure: Notice will be sent to the contact address set forth on our website, and will be deemed delivered as of the date of actual receipt.

To you: your address as provided by you during the order process. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

10.8  Entire Agreement.

This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Subscription Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English.  If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

10.9  Assignment.

You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

10.10  No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10.11  Contract for Services.

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

10.12  Authority.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

10.13  Precedence.

In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.