End User License Agreement – Products, Services & Platforms Provided by DecisionPoint Systems, Inc.
This Agreement was last updated March 8, 2012.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM OR PROPOSAL 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. THIS AGREEMENT IS EFFECTIVE BETWEEN YOU AND US AS OF THE DATE YOU ACCEPTED THIS AGREEMENT.
As part of the Agreement, We will provide You with use of the Service, including mobile device client software, browser interface and data encryption, transmission, access and data storage. Your registration for, or use of, the Service shall be deemed to be Your agreement to abide by this Agreement including any materials available on the DecisionPoint Systems, Inc. and associated websites incorporated by reference herein, including but not limited to DecisionPoint Systems, Inc. privacy and security policies.
a. “Administrator User”, as used in this Agreement and in any forms now or hereafter associated herewith, means the main ‘business’ or ‘enterprise’ license User account that uses the online service and is responsible for setting up and managing users, online content and other technology;
c. “Content” means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Service;
d. “Customer Data” means any data, information or material provided or submitted by You to the Service in the course of using the Service;
e. “Effective Date” means the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed, or the order form or proposal was signed and executed;
f. “Individual User” means the main ‘individual’ license user account that uses the online service and is responsible for their own online content and other technology;
g. “Initial Term” means the initial period during which You are obligated to pay for the Service;
h. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
i. “License” means the rights provided in this Agreement to use the Service;
j. “License Fee” means the amount charged to Your account for use of the Service in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable;
k. “License Term(s)” means the period(s) during which You are licensed to use the Service;
l. “Service(s)” means the online and mobile products, services and platforms, including billing, data analysis, or other services identified during the ordering process, developed, operated, and maintained by Us, accessible via a designated website or IP address, or ancillary services rendered to You by Us, to which You are being granted access under this Agreement, including the Technology and the Content;
m. “Technology” means all of Our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Us in providing the Service;
n. “User(s)” means You and Your employees, representatives, consultants, customers, resellers, contractors or agents who are authorized by You to use the Service;
o. “We,” “Us” or “Our” means DecisionPoint Systems, Inc. located at 1717 S. Boulder, Suite 700, Tulsa, Oklahoma 74119;
p. “You” or “Your” means You personally, the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.
3. License Grant & Restrictions
a. We were issued United States Patent Number 7,822,816 (“816”) on October 26, 2010. The Service described herein is covered by the 816 patent. We hereby grant You a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your individual or own internal business purposes, subject to the terms and conditions of this Agreement and associated executed order form or proposal. All rights not expressly granted to You are reserved by Us and Our licensors.
b. This right applies to updates, supplements and add-on components of the Service that We may provide to You or make available to You after the date of this Agreement, unless We provide other terms along with the update, supplement, or add-on component.
c. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Individual User and Administrator User Licenses cannot be shared or used by more than one individual.
4. Your Responsibilities
a. You are responsible for all activity occurring under Your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Us immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by You or Your Users; and (iii) not impersonate another User or provide false identity information to gain access to or use the Service.
5. Account Information and Data
a. You understand and agree that We, our affiliates and/or licensors may collect and use technical and usage information gathered as part of the Services provided. We may use this information solely to improve our products or to provide customized Services or technologies and will not disclose this information in a form that personally identifies the User unless specifically requested by You in writing.
b. We do not own any data, information or material that You submit to the Service in the course of using the Service (“Customer Data”). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of Your breach), We can provide You a file of the Customer Data for an additional fee, if you so request in writing within 30 days of termination. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Your non-payment. Upon termination for cause, Your right to access or use Customer Data immediately ceases, and We shall have no obligation to maintain or forward any Customer Data.
6. Intellectual Property Ownership
a. We alone (and Our licensors, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights, in and to the Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the Technology or the Intellectual Property Rights owned by Us. Our company names, brands and logos associated with the Service are trademarks and no right or license is granted to use them.
7. Third Party Interactions
a. During use of the Service, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between You and the applicable third-party. We, and Our licensors, shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third-party. We do not endorse any sites on the Internet that are linked through the Service. We provide these links to You only as a matter of convenience, and in no event shall We be responsible for any content, products, or other materials on or available from such sites. We provide the Service to You pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require Your agreement to additional or different license or other terms prior to Your use of or access to such software, hardware or services.
8. Charges and Payment of Fees
a. You shall pay all License Fees to Your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total Licenses requested, times the License fee currently in effect. Unless specifically agreed up in writing, payments will be made annually, consistent with the Initial Term. You are responsible for paying for all Licenses ordered for the entire License Term, whether or not such Licenses are actively used. Added Licenses will be subject to the following: (i) added Licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the License Fee for the added Licenses will be the then current, generally applicable License Fee; and (iii) Licenses added in the middle of a billing month will be charged in full for that billing month. We reserve the right to modify the License Fees and other charges and to introduce new charges at any time, upon at least 30 days prior notice to You, which notice may be provided by e-mail.
b. All invoices are due in full within thirty (30) days of invoice date. Any invoice not paid in full when due shall be considered delinquent. INTEREST WILL BE CHARGED ON ALL DELINQUENT AMOUNTS AT A MONTHLY INTEREST RATE OF TWO PERCENT (2%), calculated on a per diem basis for any part of a month in which a payment is delinquent. If Purchaser fails to fulfill the terms of payment, Seller may cease to provide any Services or Products.
c. Fees for other services, such as custom development or consulting, will be charged on an as-quoted basis. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on DecisionPoint System Inc.’s income.
d. You agree to provide complete and accurate billing and contact information. This information includes Your legal name, company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, We reserve the right to terminate Your access to the Service in addition to any other legal remedies.
e. If You believe Your bill is incorrect, You must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
a. In addition to any other rights granted herein, We reserve the right to suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for License fees during any period of suspension. If You or We initiate termination of this Agreement, You will be obligated to pay the balance due on Your account computed in accordance with the Charges and Payment of Fees section above. You agree that We may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees.
b. We reserve the right to impose a reconnection fee in the event You are suspended and thereafter request access to the Service. You agree and acknowledge that We has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Your account is 30 days or more delinquent.
10. Termination upon Expiration/Reduction in Number of Licenses
a. This Agreement commences on the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at the then License Fees. Either party may terminate this Agreement or reduce the number of Licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided by us indicating the remaining number of days in the free trial or the free trial expiration date shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of Your breach), We can provide You a file of the Customer Data for an additional fee, if you so request in writing within 30 days of termination. You agree and acknowledge that We have no obligation to retain the Customer Data, and may delete such Customer Data, no less than 30 days after termination.
11. Termination for Cause
a. Any breach of Your payment obligations or unauthorized use of the Technology or Service will be deemed a material breach of this Agreement. We, in our sole discretion, may terminate Your password, User account or use of the Service if You breach or otherwise fail to comply with this Agreement. In addition, We may terminate a free account at any time in our sole discretion. You agree and acknowledge that We have no obligation to retain the Customer Data, and may delete such Customer Data, if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
12. Representations & Warranties
a. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. We represent and warrant that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the help documentation under normal use and circumstances. We do not warrant products or components manufactured or provided by others. To the extent We retain any rights or warranties to products or components manufactured by others, and to the extent such rights or warranties are assignable, such rights and warranties are hereby assigned to You. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service and that Your billing information is correct.
13. Mutual Indemnification
a. You shall indemnify and hold Us, Our licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (iii) a claim arising from the breach by You or Your Users of this Agreement, provided in any such case that We (a) give written notice of the claim promptly to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release Us of all liability and such settlement does not affect Our business or Service); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim.
b. We shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Us of Our representations or warranties; or (iii) a claim arising from breach of this Agreement by Us; provided that You (a) promptly give written notice of the claim to Us; (b) give Us sole control of the defense and settlement of the claim (provided that We may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to Us all available information and assistance; and (d) have not compromised or settled such claim. We shall have no indemnification obligation, and You shall indemnify Us pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Your products, service, hardware or business process(s).
14. Disclaimer of Warranties
a. WE AND OUR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ANYWARE AND ITS LICENSORS.
15. Availability Limitations
a. WE CANNOT GUARANTEE OF THE AVAILABILITY OR PERFORMANCE OF THE SERVICE OFFERING. YOU HEREBY ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME THE SERVICE MAY BEINACCESSIBLE, INOPERABLE, EXPERIENCING PERFORMANCE DEGRADATION, OR MAY NOT PERFORM AS DESIRED OR DESIGNED FOR VARIOUS REASONS, INCLUDING BUT NOT LIMITED TO: (A) THE LACK OR INTERRUPTION OF CONNECTIVITY, FUNCTIONING OR AVAILABILITY OF VARIOUS TECHNOLOGIES THAT ARE NECESSARY FOR PROPER OPERATIONS OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE INTERNET, TELECOMMUNICATIONS, DATA CONNECTIONS, CELLULAR, WIRELESS OR SATELLITE SERVICES PROVIDED BY YOUR CARRIER; (B) PERIODIC MAINTENANCE, ENHANCEMENTS TO THE SERVICE OR TECHNOLOGY, OR OPERATION MALFUNCTION; (C) FEATURE LIMITATIONS; AND (D) YOUR FAILURE TO COMPLY WITH YOUR OBLIGATIONS SET FORTH IN SECTION 5 OF THIS EULA. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICE PROVIDERS ARE NOT RESPONSIBLE AND SHALL IN NO WAY BE LIABLE FOR DELAYS IN, INTERRUPTIONS IN OR LACK OF AVAILABILITY OF THE SERVICE OFFERING OR FAILURE OF THE SERVICE OFFERING TO PERFORM AS DESIRED. YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT NOT ALL SERVICES ARE AVAILABLE EVERYWHERE OR ALL OF THE TIME, PARTICULARLY IN REMOTE OR ENCLOSED AREAS.
16. Exclusion of Damages
a. EXCLUSION OF DAMAGES – TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY BY US, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Limitation of Liability
a. LIMITATION OF LIABILITY AND REMEDIES – NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF US AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND CUSTOMER’S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SERVICE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
18. Additional Rights
a. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to You.
19. Local Laws and Export Control
a. This Service uses software and Technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The User of this Service acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or Technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
b. The Service and Technology may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
c. We and our licensors make no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America and/or the European Union, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
a. We may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record or by written communication sent by first class mail or pre-paid post to Your address on record. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 24 hours after sending (if sent by email). You may give notice (such notice shall be deemed given when received) at any time by any of the following: letter sent by confirmed facsimile to DecisionPoint Systems, Inc. at the following fax number: (918) 280-0159; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to DecisionPoint Systems, Inc. at the following address: 1717 S. Boulder, Suite 700, Tulsa, OK 74119 and addressed to the attention of: Chief Financial Officer.
21. Modification to Terms
a. We reserve the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.
a. This Agreement may not be assigned by You without Our prior written approval but may be assigned without Your consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
a. With respect to U.S. Customers, this Agreement shall be governed by Oklahoma law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Tulsa, Oklahoma. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or use of the Service. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Us in writing.
24. ENTIRE AGREEMENT; SEVERABILITY
a. This EULA, including applicable order form or other contract, any addendum or amendment to this EULA which is included with the Service, are the entire agreement between You and Us relating to the Service and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Service or any other subject matter covered by this EULA. To the extent the terms of any of Our policies or programs conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
25. Questions or Additional Information
a. If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.