Unpaid Master Service Agreement
Last edited: August 6th, 2025
PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SMAT LTD. (DBA OPEN MEASURES) (“COMPANY”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH COMPANY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA COMPANY STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY COMPANY SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
Company wishes to grant to Customer, and Customer desires to obtain from Company, certain rights to access and use, and to permit its authorized employees and agents (collectively, “Customer Users”), to access and use, the Software (as defined below), materials and services, including, those analytics and other data reports resulting from the use of the Service (the “Company Analytics”), through Company’s (or its designees’) application program interface (the “API”), user interfaces, hosted servers, or on Company’s platform, as set forth in the Exhibits, Schedules and/or Statement(s) of Work (“Order Form”) attached hereto (collectively, the “Service”), and in accordance with the terms and conditions of this Agreement.
In consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and conditions hereinafter set forth, Company and Customer hereby agree as follows:
1. License and Usage
1.1 Limited License. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license (except as set forth in Section 10.7) to access and use the Service solely for Customer’s own internal business purposes, and in accordance with all related user documentation customarily provided by Company (“Documentation”). Except as set forth in this Section 1.1, no ownership or other rights or licenses of any kind are granted by Company to Customer hereunder with respect to the Service, including, without limitation, the Company Analytics or the source code, object code, or underlying structure, ideas or algorithms of any of Company’s software, documentation or data related to, provided with, or used to provide the Service (collectively, the “Software”). Customer shall not rent, sell, assign (except as set forth in Section 10.7), lease, sublicense, or otherwise transfer or encumber the Service, including, without limitation, the Company Analytics or the Software.
1.2 User Identification Numbers and Passwords. At the request of Customer, Company agrees that it will provide each Customer User with a unique user identification (“User ID”), which shall be considered Confidential information under Section 5.1 and shall be used only by each Customer User to access the Service. Customer shall maintain a list of names, email addresses, phone numbers and roles of Customer Users and provide such list to Company upon request. Customer agrees that it is responsible for protecting all User IDs within its custody or control in accordance with Section 5.1, shall remain fully responsible and liable for any unauthorized use or disclosure of any User ID , and shall not provide any User ID to any third party other than an authorized Customer User.
1.3 Updates. Company reserves the right to update, upgrade, enhance, change or modify (“Update”) the Service or Documentation at any time in its sole discretion. Company will use commercially reasonable efforts to ensure any Update does not interfere with the business of Customer.
1.4 Use Guidelines. Customer shall use the Service solely in accordance with the limited license granted in Section 1.1 and as otherwise contemplated herein. Customer acknowledges that the parts of the Software and Service are protected by ownership and intellectual property rights of Company or its third-party vendors or licensors (as applicable) (collectively, “Proprietary Tools”). Under no circumstances shall Customer be deemed to receive title to any portion of any Proprietary Tools or resulting Company Analytics, title to which at all times shall vest exclusively in Company or its third-party vendors or licensors (as applicable). Customer shall not at any time, directly or indirectly, and shall not permit any Customer Users to: (i) make or permit any alterations to the Proprietary Tools or remove any proprietary notices (e.g., copyright and trademark notices) therefrom; (ii) download the database, derive or attempt to derive the source code, source files, or structure of all or any portion of the Proprietary Tools by any form of reverse engineering, disassembly, or decompilation; (iii) access the Service in order to build a product or service that is directly or indirectly competitive with the Software, Service, or the services of any social network platform; (iv) copy any ideas, features, functions or graphics of the Service; (v) modify or create derivative works of the Proprietary Tools; or (vi) use the Proprietary Tools in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. All Software used in the Service will be hosted as part of the Service, and no copy of the Software will be delivered to Customer for installation on its systems, unless agreed to in writing by an authorized officer of Company. However, parts of the Proprietary Tools are open source (“Open-Source Tools”). Customer may contribute to and / or modify any Open-Source Tools.
1.5 Permitted Data Use.
(a) Customer hereby grants Company a nonexclusive, world-wide, royalty-free license to use any and all data provided by Customer to Company in connection with the Service (the “Customer Data”) solely for purposes of fulfilling Company’s obligations hereunder. Customer shall retain all ownership rights in its Customer Data.
(b) During the Term hereof, Company hereby grants Customer a nonexclusive, world-wide, royalty-free license to use the Company Analytics provided by the Service solely for Customer’s own research purposes in accordance with the terms and conditions of this Agreement. Company shall retain all ownership rights in the Company Analytics and in all aspects of the Service delivered hereunder.
2. Deliverables and Services
2.1 Maintenance and Technical Support. Company will maintain the administration, security management, and integrity of the Service. Company will use commercially reasonable efforts to correct performance errors affecting Customer’s use of the Service with a level of effort commensurate with the severity of the error; and use commercially reasonable efforts to make the Service available in accordance with the terms hereof.
2.2 Third Party Vendor Software and Services. Customer acknowledges that, to the extent Company licenses some or all of the Software or other components of the Service, including Open-Source Tools, from third party vendors, (a) Company may make available to Customer, certain third party software or services or Open-Source Tools, which shall be deemed part of the Service; and (b) Company shall not have any responsibility to Update such third party software, services, Open-Source Tools, or for any malfunctions or interruptions resulting from such third party software or services or Open-Source Tools, but such vendors, may (without any obligation) make them available to Company for use in connection with the Service.
2.3 Additional Services. Customer may engage Company to provide or perform additional services (“Additional Services”) from time to time on mutually agreed upon terms as set forth in one or more Order Forms signed by both Parties. The initial statement of work is executed separately via Order Form. Additional Order Forms substantially in the same form as the statement of work executed separately via Order Form shall be deemed incorporated into and governed by the terms of this Agreement. In the event of a conflict between this Agreement and the Order Form, the Order Form shall prevail.
3. Ownership of Intellectual Property
3.1 All intellectual property rights, including all worldwide patent rights (including patent applications and disclosures), copyrights, mask work rights, trademarks (together with the goodwill symbolized thereby), service marks, trade secrets, and other confidential or proprietary information, know-how, derivative works, and all other rights (collectively “Intellectual Property Rights”) in and to all deliverables, documents, work product, techniques, know-how and other materials that are delivered to the Customer as part of the Service or are prepared, produced, created, authored, or conceived by or on behalf of the Company in the course of performing any Additional Services, including the Software, Company Analytics, and any Documentation (collectively, the “Work Product”), and except for any Confidential Information of Customer and for any Open-Source Tools, shall be owned solely by the Company. The Company hereby grants Customer a limited license to use all Intellectual Property Rights in the Work Product free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable the Customer to make reasonable use of the Work Product and the Services.
4. Confidential Information
4.1 Treatment of Confidential Information. Each Party hereby acknowledges and agrees that the other Party’s Confidential Information (as defined below) constitutes and contains valuable proprietary information and trade secrets of such Party, and embodies substantial creative efforts and confidential information, ideas, and expressions. Each Party agrees: (a) to hold any and all Confidential Information obtained from the other Party in strict confidence, to take measures to protect such Confidential Information that are at least as protective as measures taken to protect its own information that it regards as confidential and proprietary, but in no event less than a commercially reasonable degree of care, and to use and permit the use of such Confidential Information solely as permitted hereunder; (b) to disclose or provide access to the other Party’s Confidential Information only to employees, agents or vendors on a need-to-know basis or as otherwise permitted hereunder and who are bound by confidentiality obligations at least as restrictive as this Section 5.1; (c) to only make copies of the other Party’s Confidential Information only to the extent permitted hereunder; and (d) not to develop any other materials, products, or services containing any of the concepts or ideas contained in any of the other Party’s Confidential Information. Customer shall be responsible for each Customer User’s compliance with this Section 5.1.
“Confidential Information ” means, with respect to any Party (and its affiliates, employees, agents, customers and vendors), all information or material that is non-public, confidential or proprietary in nature and is disclosed in connection with either Party’s performance of its obligations under this Agreement , including but not limited to: (i) the terms and conditions of this Agreement and any Documentation, which shall remain the Confidential Information of Company; (ii) any trade secret, know-how, idea, invention, process, technique, algorithm, program (whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data, plan, strategy or forecast; (iii) any technical, engineering, manufacturing, product, marketing, servicing, financial, personnel or other information or materials; (iv) any personal information or client information, including User IDs and Customer Data; and (v) any information that gives such Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to its interests. Confidential Information shall not include information that (a) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving Party; (b) was previously known to the receiving Party or rightly received by the receiving Party from a third party source which is not prohibited from disclosing such information; or (c) is independently developed by the receiving Party as demonstrated by documented evidence. Notwithstanding the foregoing, a receiving Party may disclose Confidential Information pursuant to any applicable statutory or regulatory or court order; provided, that, the disclosing Party is given prompt written notice and an opportunity to object to such disclosure and seek protective treatment, and the scope of each such disclosure is limited to the greatest extent possible.
4.2 Non-Exclusive Equitable Remedy. The Parties acknowledge and agree that there can be no adequate remedy at law for any breach or threatened breach of a Party’s obligations under this Section 5. Therefore, upon any such breach or threatened breach, the nonbreaching Party will be entitled to appropriate and immediate injunctive or other equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law.
4.3 Permitted Disclosures in Connection with Transactions. Either Party may disclose to its prospective lenders, investors or acquirors who have entered into a nondisclosure agreement substantially similar to the confidentiality provisions of this Agreement, the existence of this Agreement, information regarding the periodic aggregate revenue paid by Customer to Company (including per account), the number of Customer Users, and assets under management; so long as such information is aggregated and anonymized, and does not identify either Party as the source of any such information.
5. Representations and Warranties
5.1 Mutual Representations. Each Party represents and warrants to the other Party that the execution, delivery and performance of this Agreement (a) is within its corporate powers; (b) has been duly authorized by all necessary corporate action by such Party; and (c) does not and shall not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment decree or order, or any other contract, agreement, or other undertaking applicable to such Party.
5.2 Compliance with Law. Customer has materially complied with and will continue to materially comply with all local, state and federal laws, rules, and regulations applicable to its business, property and assets (“Applicable Law”), and possesses, and will continue to possess throughout the term hereof, all necessary and required approvals, licenses and registrations under all Applicable Law.
5.3 Company Warranty. Company warrants that the Service and any Additional Services shall materially comply with the terms set forth in Documentation or in any applicable Order Form. Customer’s sole and exclusive remedy and Company’s sole and exclusive liability for breach of the foregoing warranty shall be for Company to repair or replace the defective element of the Service or Additional Services or, if repair or replacement cannot be provided within a reasonable time, terminate the applicable element of the Service or Additional Services and refund any prepaid fees therefore.
5.4 Customer Warranties. Customer represents and warrants that (a) it has full power, capacity, and authority to grant the license set forth in Section 1.5 above (Permitted Data Use); (b) any Customer Data or other information provided by Customer to Company for use in connection with the Service or any Additional Service does not and will not infringe the intellectual property, publicity, or privacy rights of any person or other legal entity, and is not defamatory, or obscene, or in violation of any law, rule, or regulation (including but not limited to applicable policies and laws related to spamming, privacy, and consumer protection); (c) its use of the Service or any Additional Services will be in compliance with all Applicable Law and will not be used in a defamatory manner.
5.5 DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN SECTION 6.3 (COMPANY WARRANTY), THE SERVICE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. COMPANY, ITS AFFILIATES, VENDORS AND LICENSORS, INFORMATION PROVIDERS AND INFORMATION TRANSMITTERS (COLLECTIVELY, THE “DISCLAIMING PARTIES”) DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION (INCLUDING, WITHOUT LIMITATION, THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY SOFTWARE, SERVICES, INFORMATION ABOUT CUSTOMER MADE AVAILABLE THROUGH THE SERVICE), TITLE AND NON- INFRINGEMENT. THE DISCLAIMING PARTIES FURTHER DISCLAIM ANY WARRANTY REGARDING NON INTERRUPTION OF CUSTOMER’S USE, DELAY, FREEDOM FROM BUGS, AND THAT CUSTOMER’S USE OF THE SERVICE OR ANY ADDITIONAL SERVICES IS OR WILL BE ERROR-FREE. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT ANY USE OF THE SERVICE OR ANY ADDITIONAL SERVICES IS AT CUSTOMER’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF COMPANY’S OBLIGATIONS HEREUNDER. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICE OR ANY ADDITIONAL SERVICES DO NOT AND ARE NOT INTENDED TO SUPPLY TAX, INVESTMENT, OR LEGAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAW (AS DEFINED HEREIN), MAKING ALL NECESSARY DISCLAIMERS TO ITS CLIENTS RELATING TO THE SERVICE (AS PROVIDED BY COMPANY), AND OBTAINING ALL NECESSARY AUTHORIZATIONS FROM CUSTOMER’S CLIENTS RELATING TO THE SERVICE. THE SERVICE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE OR (B) UNAUTHORIZED USERS (SUCH AS HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER DATA OR OTHER INFORMATION PROVIDED BY CUSTOMER, OR CUSTOMER’S WEBSITES, COMPUTERS, OR NETWORKS. COMPANY SHALL IN NO WAY BEAR ANY RESPONSIBILITY OR LIABILITY FOR ANY SUCH ACTIVITIES.
6. Indemnification
6.1 Customer’s Indemnification. Customer shall indemnify, defend and hold harmless Company and its affiliates and their respective directors, officers, employees and agents (collectively, the “Company Indemnified Parties”) from and against any and all Losses resulting from or arising out of (a) Customer’s use of the Service or any Additional Services provided hereunder; (b) Customer’s breach of any representation, warranty, payment obligations set forth herein or its violation of Applicable Laws; (c) Customer’s publication or its use of Company’s deliverables or Work Product in any form of media or publication, whether in print, electronic, online, video, audio, or any other format anywhere in the world; (d) Customer’s violation of Applicable Laws with regard to data that Company hosts or is otherwise provided to Company pursuant to this Agreement, including, without limitation, Customer Data and the violation of any privacy laws that apply to Customer’s collection, storage, and processing of Customer Data or personal information (if applicable) or (e) Customer’s use of the Services or Additional Services in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing or modifications to the Services or Additional Services not made by Company. Notwithstanding the foregoing, Customer shall not be obligated to indemnify Company for any and all Losses stemming from the gross negligence or willful misconduct of Company.
To the extent a claim is brought against Company or a third-party, but not Customer, involving, related to, or arising from Customer's use of the Services or this Agreement and Company is served with a court order, subpoena, deposition, or any other form of discovery (collectively “Discovery”), Customer shall reimburse Company for all costs, and attorney’s fees related to or arising from the Discovery, including but not limited to Company’s efforts, in its sole discretion, to comply with, object to or quash such Discovery.
6.2 Conditions to Indemnification. An indemnitor’s obligations to indemnify an indemnitee hereunder are conditioned upon (a) prompt notification of any Losses; provided, however, that failure by an indemnitee to provide such notice shall not relieve an indemnitor of any liability hereunder if no prejudice occurs; and (b) the indemnitee’s full cooperation in the defense of such Losses.
6.3 Personal and Advertising Injury Insurance Requirement. Customer agrees to maintain, at its own expense, personal and advertising injury insurance coverage throughout the term of this agreement, with limits of no less than $1,000,000 (one million dollars) per occurrence. Such insurance coverage shall protect Customer and Company against liabilities arising from personal and advertising injury claims related to the Customer’s business activities and, at Company’s request, shall name Company as an additional insured. Customer shall provide evidence of this insurance coverage to the Company upon request and shall ensure that the coverage remains in force for the duration of this agreement.
7. Limitation of Liability
7.1 LIMITED REMEDIES. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, BUSINESS, USE, DATA OR ANY INFORMATION, OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, OR COMMUNICATIONS LINE FAILURE, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE SERVICE OR ADDITIONAL SERVICES, MATERIALS OR ANY PRODUCTS PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED.
7.2 MAXIMUM LIABILITY. COMPANY'S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED ZERO (0) DOLLARS.
8. Term and Termination
8.1 Term. The term of this Agreement is indefinite and commences on the date first written above. (the “Term”).
8.2 Termination. Company may terminate this agreement for any reason and at any time with or without prior notice.
8.3 Suspension of Use of the Service. Company may, in its sole discretion, suspend Customer’s access to the Service or refuse to perform Services on behalf of Customer for any reason.
9. General Provisions
9.1 Notices. All notices hereunder shall be in writing and deemed to be properly given (a) upon personal delivery; (b) upon sending via facsimile or email, with written confirmation of receipt; or (c) if provided via overnight courier or first-class mail, upon confirmation of receipt. All notices shall be sent to the address set forth on the signature pages hereto or to such other address as may be designated by the Parties in writing.
9.2 Disclosure. Customer hereby grants Company the right to publicly disclose Customer's name as a reference in Company’s communications, including but not limited, to the Company’s website. Company shall have the right to use Customer’s trademarks on Company’s customer lists.
9.3 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither Party, nor either Party’s agents, have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.
9.4 Non-Disparagement. During the term hereof, the Parties will not make any negative statements about one another, or any of their respective affiliates, stakeholders, subsidiaries, customers, employees or consultants; or their respective investments, strategies or businesses; that would reasonably be expected to interfere with such Party’s business relationship with any stakeholders, customers, vendors, suppliers or lenders.
9.5 No Exclusivity. Nothing in this Agreement may be construed as to create an exclusive relationship between the Company and Customer. For the avoidance of doubt, Company may solicit and may perform similar services for other clients, including clients in the same or substantially similar or competitive businesses to those engaged in by Customer and provide Services to those clients that are of substantially the same nature or are competitive with those produced hereunder.
9.6 Force Majeure. Except for the payment of fees due hereunder, neither Party shall be responsible, or have any liability, for any delay or failure to perform if such failure is due to unforeseen circumstances or causes beyond such Party’s reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities (each a “Force Majeure Event”); provided, that, upon becoming aware of such Force Majeure Event such Party gives the other Party prompt written notice of the failure to perform and the reason therefor and uses its commercially reasonable efforts to limit the resulting delay in its performance.
9.7 Assignment. Neither Party may assign any of its rights or obligations under this Agreement without providing prior written notice to, and receiving the consent of, the other Party. Notwithstanding the foregoing, either Party may assign this Agreement without providing notice to, or obtaining the consent of, the other Party, at any time in connection with a merger, acquisition, corporate reorganization, or sale or transfer of all or substantially all of such Party’s assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, and their respective successors and permitted assigns.
9.8 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in the federal or state courts in the State of Delaware and each Party hereto irrevocably submits to the exclusive jurisdiction and venue of such courts in any such suit, action or proceeding.
9.9 Survival. The following sections of this Agreement shall survive the termination or expiration of this Agreement: 1.4 (Use Guidelines), 1.5(b) (Permitted Data Use), 4 (Fees and Payment), 5 (Confidential Information), 6 (Representations and Warranties), 7 (Indemnification), 8 (Limitation of Liability), 9 (Term and Termination) and 10 (General Provisions).
9.10 Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
9.11 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
9.12 Entire Agreement; Amendment. This Agreement, including any and all Order Forms executed separately constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements, and communications, whether oral or written, between the Parties relating to the subject matter hereof. No amendment to or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of Company and Customer. This Agreement may be executed in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.
9.13 Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.