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Master Subscription Agreement<BR><BR>THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES (“S-Docs”). This Master Subscription Agreement (this "Agreement") is effective from first date of use ("Effective Date") of S-Docs between Your Company together with its Affiliates, "You" or “Your”), and S-Docs Inc., a Delaware company (“S-Docs Inc.,”). <BR><BR>IF YOU ARE A PAID SUBSCRIBER OF (“S-Docs Unlimited”) have signed a separate Master Subscription Agreement with S-Docs Inc., that Agreement will supersede this Agreement. Otherwise, <BR>IF YOU INSTALLED AND USE “S-Docs”, THIS AGREEMENT WILL GOVERN THAT USAGE OF OUR SERVICE.<BR><BR>BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.<BR><BR>S-Docs Inc. provides access to “S-Docs” and provides maintenance and support for said applications ("Services"). You subscribe to the Services either (1) on a free trial basis ("S-Docs Free") or (2) for a purchased subscription ( “S-Docs Unlimited”) indicated on a signed Order Form ("Subscription Term" and collectively with the Free Edition, the "Term"). S-Docs Inc. desires to provide the Services to You on the terms and conditions set forth in this Agreement by permitting You access to the proprietary S-Docs Inc. technology used by S-Docs Inc. to deliver the Services, provided that You accept all the terms in this Agreement.<BR><BR>THIS AGREEMENT IS BETWEEN YOU AND S-Docs Inc. S-Docs is HOSTED FOR S-Docs Inc. by SALESFORCE.COM. S-Docs Inc. MAKES NO WARRANTY ABOUT THE HOSTING CAPABILITY BY SALESFORCE.COM NOR IS S-Docs Inc. LIABLE FOR ISSUES THAT ARE A RESULT OF SALESFORCE.COM HOSTING S-Docs.<BR><BR>UNLESS OTHERWISE PROVIDED IN THE AGREEMENT, SERVICES MAY ONLY BE REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF THE END USER WITH THE WRITTEN PERMISSION OF S-Docs Inc.. COPYING OF CODE OR CONCEPTS IN SERVICES IS EXPRESSLY FORBIDDEN.<BR><BR>You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. As set forth above, the Agreement Effective Date shall be the date of You signing this Agreement below.<BR><BR><BR>1. DEFINITIONS<BR><BR>“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.<BR> <BR>"AppExchange" means the online directory of applications that interoperate with Salesforce.com and includes a listing for Our Services. The AppExchange is located at http://www.salesforce.com/appexchange or at any successor websites.<BR><BR>“Edition” means the specific Software Product of the Service provided by S-Docs Inc. The Edition refers to either the free trial Edition: “S-Docs Free”, or a Paid Edition: “S-Docs Unlimited”.<BR><BR>"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.<BR><BR>“Org", “Sandbox Org” or “Production Org” means the virtual space (instance) provided by Salesforce.com to You that includes your salesforce data, customizations and applications and is used in connection with Our Services. An Org may reference Your production environment (“Production Org”) or a developer or test instance (“Sandbox Org”).<BR><BR>"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial. <BR><BR>"S-Docs" means the Software Product that is provided as a service by S-Docs Inc. and collectively represents all Editions and versions of the product. <BR><BR>"Services" or “Software Product” means the online, Web-based applications provided by S-Docs Inc. via the AppExchange and/or other designated websites, that are ordered by You as part of a free Edition (“S-Docs Free”) or Purchased Services (“S-Docs Unlimited”) under an Order Form, including associated maintenance and support for said applications.<BR><BR>"Subscription Term" is a paid subscription period indicated on a signed Order Form when You can use Services provided by S-Docs Inc.<BR><BR>"Term" means collectively the Subscription Term and the Trial Period.<BR><BR>"Trial Period" the period in which You use “S-Docs Free” that terminates and is superseded by the Subscription Term once an Order Form is signed. You acknowledge that You have had the opportunity to review the Service during the free Trial Period to determine suitability “As Is” prior to signing a Purchase Order.<BR><BR>"User Guide" means the online user guide for the Services, accessible at http://www.sdocs.com/documentation, as updated from time to time. <BR><BR>"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Each User of Our Service must also have a valid and compatible Salesforce License provisioned in order to use Our Service. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business. <BR><BR>"We," "Us," "Our" or “Licensor” means S-Docs Inc.<BR><BR>"You," "Your," or “Licensee” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.<BR><BR>“Your Data” means electronic data and information submitted by or for You to Us in connection with the Purchased Services or collected and processed by or for You using the Purchased Services.<BR><BR><BR>2. SERVICES<BR><BR>2.1. Right to Access Services. Subject to the terms of this Agreement, S-Docs Inc. hereby grants to You, during the Trial Period or the Subscription Term, as applicable, a non-sublicensable, non-transferable, worldwide, non-exclusive right to access and use the Services in accordance with any Order Forms and this Agreement. Each Order Form executed hereunder specifies the fees, the number of Users, the Edition and the Subscription Term. You may use Services solely for Your internal business purposes. You are solely responsible for providing, at Your own expense, all network access, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software, software licenses and other equipment as may be necessary to connect to, access and use the Services. S-Docs is licensed, not sold, for use. A license confers no title or ownership in this Software Product and should not be construed as a sale of any rights in this Software Product or source code. If, during the term of this Agreement, S-Docs Inc. dissolves, closes its business, or otherwise ceases its operations, S-Docs Inc. shall provide to You access to, and a royalty-free license to, all source code necessary for You to continue to use the Services in accordance with the terms of this Agreement.<BR><BR>2.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. <BR><BR>2.3. Users. You may access and use the Services up to the maximum number of Users specified on the Order Form. A prerequisite to accessing S-Docs requires that, during the Term, each User is concurrently provisioned with an active Salesforce license that is compatible with our Service. Not all Salesforce license types or Salesforce Editions are compatible with our Service. It is Your responsibility to ensure Your Salesforce users are provisioned correctly with a compatible Salesforce License type. A single S-Docs license cannot be shared between active Salesforce users or in multiple Salesforce Production Orgs. A license to S-Docs may be reassigned from an inactive Salesforce user to an active Salesforce user during the Term without additional costs. A licensed S-Docs User may access and use the Software Product in all Sandboxes that are linked to Your primary Production Org without additional cost. If there are Salesforce users in your Org who are not actively provisioned for S-Docs, those Salesforce users will be restricted from viewing content created by the S-Docs. If You wish to add additional Users during the Subscription Period, You must submit a new executed Order Form. Upon mutual execution of the terms of a new Order Form, S-Docs Inc. shall make Services available to the additional Users on the terms and conditions set forth in this Agreement and the executed Order Form. With respect to additional Users: (i) the Term will be coterminous with the preexisting Subscription Period; and (ii) You will be responsible for any additional Fees (as defined below) for the additional Users in full for the month in which the new Order Form is approved by S-Docs Inc. All users and additional users must be on the same Edition of the Service, meaning you cannot have use S-Docs Free and S-Docs Unlimited in the same Org. <BR><BR>2.4. Usage Limitations. Services may be subject to both internal and external limitations. Internal limitations are controlled by S-Docs Inc., such as, for example, limits on the number of templates You can create, and, for Services that enable You to integrate to other hosted systems, and limits on the ability to integrate to those systems. Any such limitations are specified in the Order Form. External limitations are imposed by parties outside the control of S-Docs Inc. and may impact the Service. Examples of such external limitations include but are not limited to Salesforce Execution Governors and Limits, which are set forth at https://developer.salesforce.com/docs/atlas.en-us.apexcode.meta/apexcode/apex_gov_limits.htm. External limitations are subject to change without notice from S-Docs Inc. and You accept that they may negatively impact the Service. S-Docs provides a list of currently known limitation at http://www.sdocs.com/limitations. These limitations may change at Our sole discretion at any time. <BR><BR> 2.5. Editions. All Users and any subsequent additional Users in Your Salesforce Org must be on the same Edition. Purchased Subscriptions will not be subject to any feature changes during the Subscription Term, unless You, at Your discretion, choose to install a new version (“Release”) of the Software Product. By installing a Release, You agree to be subject to the feature changes and/or new limitations of that Edition at the time of install. Downgrading between Editions is not possible at any time. “S-Docs Free” is offered during a Trial Period that may be withdrawn or changed by S-Docs Inc. at any time without notification. <BR><BR>2.6. Support. Support services not provided by S-Docs Inc. in connection with the Services under this Agreement. <BR><BR>2.7. Upgrades. S-Docs Inc. makes no promise on future upgrade availability, suitability or backward compatibility. S-Docs Inc. shall not have any obligation to provide maintenance, support, updates, enhancements or modifications thereto. Notwithstanding the foregoing, S-Docs Inc. may make an upgraded version of the Software Product available during the Term, and You are entitled to test and use such upgrades of the Software Product at Your discretion and risk without incurring any additional licensing costs. You accept and assume any and all risks associated with any upgrades including but not limited to interoperability and compatibility. <BR><BR><BR>3. FEES AND PAYMENT FOR PURCHASED SERVICES<BR><BR>3.1. Fees. You shall pay all Fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) Fees are based on Services purchased and not actual usage, (ii) payment obligations are noncancelable and Fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription Fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, Fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the Subscription Term. All Fees will be billed in advance on an annual basis and are due within thirty (30) days after receipt of invoice, unless otherwise agreed to in the Order Form. There is no charge for the use of the Services during the Trial Period. You shall provide S-Docs Inc. complete, accurate and up-to-date billing and contact information at all times.<BR><BR>3.2. Invoicing and Payment. Unless otherwise specified on the Order Form, You will provide Us with with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 4.2 (Term of Purchased User Subscriptions). <BR><BR>3.3. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account is overdue, in accordance with Section 9.2 (Manner of Giving Notice), before suspending Services to You. <BR><BR>3.5. Payment Disputes. We shall not exercise Our rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. <BR><BR>3.6. Taxes. Unless otherwise stated, Our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If <BR><BR>3.7. Future Functionality. You agree that Your purchase is based solely on existing features and functionality and not contingent on delivery of any future features or functionality even in the case where We have made oral or written comments regarding future features or functionality.<BR><BR><BR>4. TERM AND TERMINATION <BR><BR>4.1. Term of Agreement. This Agreement commences on the date You install the Service or a License key is provided and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free Trial Period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free Trial Period. The Trial Period may be terminated by S-Docs Inc. at any time without the consent of or notification to You.<BR><BR>4.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the Subscription Term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. <BR><BR>4.3. Termination. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. <BR><BR>4.4. Refund or Payment upon Termination. There are no refunds for any Fees paid. You of the obligation to pay any Fees payable to Us for the period prior to the effective date of termination. <BR><BR>4.5. Surviving Provisions. Section 2 (Services), 4 (Term and Termination), 6 (Proprietary Rights), 7 (Limited Liability), 8 (Warranty), 9 (Contracting Parties, Notices, Governing Law, Jurisdiction and Venue), 10 (Confidentiality), 11 (Mutual Indemnification), 12 (Severability) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.<BR><BR><BR>5. NON-S-DOCS INC. PROVIDERS<BR><BR>5.1. Third parties may from time to time make available to You (e.g., through the AppExchange) third-party products or services, including but not limited to Non- S-Docs Inc. Applications and implementation, customization and other consulting services. Any acquisition by You of such non-S-Docs Inc. products or services, and any exchange of data between You and any Non-S-Docs Inc. provider, is solely between You and the applicable provider. We do not warrant or support Non-S-Docs Inc. products or services, whether or not they are designated by Us as “certified” or otherwise. Subject to Section 5.3 (Interoperation with Non- S-Docs Inc. Services).<BR><BR>5.2. Non- S-Docs Inc. Applications and Your Data. If You choose to install, use or enable a Non- S-Docs Inc. Applications for use with Our Services, You acknowledge that We may allow providers of those Non- S-Docs Inc. Applications to access Your Data as required for the interoperation of such Non- S-Docs Inc. Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non S-Docs Inc. Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non- S-Docs Inc. Applications for use with the Services. <BR><BR>5.3. Interoperation with Non- S-Docs Inc. Services. The Services may contain optional features designed to interoperate with Non- S-Docs Inc. Applications (e.g., Salesforce applications, Google applications). If you implement optional features, You may be required to obtain access to such Non- S-Docs Inc. Applications from their providers. If the provider of any such Non- S-Docs Inc. Application ceases to make the Non S-Docs Inc. Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.<BR><BR><BR>6. PROPRIETARY RIGHTS<BR><BR>6.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. <BR><BR>6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. <BR><BR>7. LIMITED LIABILITY<BR>LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH S-DOCS INC. IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR OR ASSUMPTION BY S-DOCS INC. OF THE RISK OF LICENSEE\'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE\'S USE OR LOSS OF USE OF THE SOFTWARE PRODUCT . ACCORDINGLY, LICENSEE AGREES THAT S-DOCS INC. SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER FORESEEN OR UNFORESEEN OR WHETHER OR NOT S-DOCS INC. HAD NOTICE OF SAME, ARISING OUT OF THE LICENSING OR USE, FAILURE OR LOSS OF USE OF THE SOFTWARE PRODUCT. The Licensee agrees that S-Docs Inc. shall not be responsible for ANY losses in connection to the Software Product including, but not limited to, loss of data, corruption of ANY data, loss of Software Product functionality or employee productivity losses even if losses are shown to be caused by the Software Product or a security breaches related to the Software Product. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.<BR><BR><BR>8. WARRANTY<BR>The Licensee has been given the opportunity to install and test the Software Product and is satisfied with the Software Product "AS IS". The Licensee has made their purchasing decision based solely on existing features and functionality. S-Docs Inc. has made no promise nor is there any expectation that the Software Product is capable of or will be capable of performing anything over and above what is provided in the Purchased Subscription. The Licensee acknowledges and assumes the risk of outages and future incompatibilities may arise between the Software Product and any dependent or independent computer applications, platforms or systems, and assumes all risk that any such dependencies could affect the Software Product in unintended, undesirable ways or render the Software Product inoperable. Technologies provided by third party vendors including, but not limited to, Salesforce, Microsoft, Adobe, and Google may introduce changes that have unintended consequences and results in the Software Product becoming unusable. Licensee assumes all such risk. S-Docs Inc. DOES NOT WARRANT THAT SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.<BR><BR><BR>9. CONTRACTING PARTIES, NOTICES, GOVERNING LAW, JURISDICTION AND VENUE. <BR><BR>9.1. General. You are contracting with S-Docs Inc. a Delaware Corporation. Notices should be addressed to S-Docs Inc., 521 Fifth Avenue, 17th Fl, New York, N.Y. 10175. The governing law is New York State and controlling United States federal law.<BR><BR>9.2. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).<BR><BR>9.3. Agreement to Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of New York. The New York State courts of New York County, New York (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of New York) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement.<BR><BR>9.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.<BR><BR>9.5. EU Data Protection Directive 95/46/EC and Processing Personal Data. Since the Services run entirely within Your Salesforce Org, S-Docs Inc. is not directly managing Your data with respect to the storage, transfer, blocking, destruction of personal data nor the purpose, timing or frequency of such events. While Your data is used in connection with your use of the Service, all Your data remains within Your existing Salesforce data servers, without direct access or inter-mediation by S-Docs Inc. For the purposes of EU Data Protection Directive and this Agreement, S-Docs Inc. considers itself neither a “Data Processor” nor a “Data controller”. As such, S-Docs Inc. does not possess documentation for security measures that protect Your data as this is obtainable only from Salesforce. This does not mean that these security features are not present, but rather that S-Docs Inc. has no involvement nor bearing over the specific measures enacted to protect Your data or direct control of how data is processed.<BR><BR>10. CONFIDENTIALITY <BR><BR>10.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data, Our Confidential Information shall include the Services, and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. <BR><BR>10.2. Protection of Confidential Information. The Receiving Party shall use 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.<BR><BR>11. MUTUAL INDEMNIFICATION<BR><BR>11.1. Indemnification by Us. We shall defend, indemnify and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs actually incurred by You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. <BR><BR>11.2. Indemnification by You. You shall defend and hold Us harmless against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs actually incurred by Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. <BR><BR>11.3. Exclusive Remedy. This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.<BR><BR><BR>12. SEVERABILITY; WAIVER<BR><BR>If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of or with respect to any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, will in any event be binding on or effective against such party unless it is in writing and signed by such party, and then the waiver will be effective only in the specific instance and for the purpose for which given.<BR><BR><BR>13. GENERAL PROVISIONS<BR><BR>13.1. Entire Agreement and Order of Precedence. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement.<BR><BR>13.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. <BR><BR>13.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. <BR><BR>13.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, unless specified in the Order Form.<BR><BR>13.5. Captions. The captions and headings are inserted in this Agreement for convenience only, and will not be deemed to limit or describe the scope or intent of any provision of this Agreement.<BR><BR>13.6. Execution. Each party acknowledges that facsimile or e-mail (PDF) signatures are fully binding, and the signatory for each party certifies that he or she has full authority to legally bind its organization to the terms of this Agreement.<BR><BR>By installing this product, You validly enter into this Agreement and warrant that You have the legal power to do so.