Losci™ Services Agreement
THIS SERVICES AGREEMENT (“AGREEMENT”) IS BY AND BETWEEN LOSCI.AI, INC. (“Losci”) AND THE CUSTOMER IDENTIFIED IN THE ORDER FORM OR INVOICE GENERATED UPON REGISTRATION (“CUSTOMER”), AND GOVERNS CUSTOMER’S USE OF THE SERVICES (AS DEFINED BELOW) UNLESS Losci AND CUSTOMER HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING SUCH USE.
Losci IS WILLING TO PROVIDE THE SERVICES (AS DEFINED BELOW) TO CUSTOMER ONLY UPON THE CONDITION THAT CUSTOMER ACCEPTS ALL THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING ON THE CHECKBOX MARKED “[I AGREE TO BE BOUND BY LOSCI SERVICES AGREEMENT]” ON THE REGISTRATION PAGE OR BY USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.
“Aggregate Data” means any data that is derived or aggregated from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.
“Authorized User” means an employee or contractor whom Customer has authorized to use the Services. If applicable, the total number of Authorized Users will not exceed the number set forth in the relevant Order Form or Invoice, except as expressly agreed in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
“Customer Materials” means all information, data, content and other materials, in any form or medium, that is provided by or on behalf of Customer through the Services or to Losci, such as floorplans, but excluding, for clarity, Aggregate Data and any information, data, data models, content or materials owned or controlled by Losci and made available through or in connection with the Services.
“Documentation” means the operator and user manuals, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in electronic form to the extent provided by Losci to Customer (including any revised versions thereof) relating to the Services, which may be updated from time to time upon notice to Customer.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Invoice” means the invoice issued when Customer registers to use the Services when no Order Form is generated.
“Order Form” means the order form generated when Customer registers to use the Services.
“Party” means Losci and Customer individually, and “Parties” means Losci and Customer collectively.
“Losci IP” means the Services and Documentation, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights in and to any of the foregoing.
“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
“Report” means a report or other output of the Services provided on a one-time basis that is unique and otherwise identifiable to Customer.
“Subscription Services” means Services provided on a subscription basis, including all updates, patches, bug fixes and upgrades thereto that may be provided by Losci.
“Use” means to use and access the Services in accordance with this Agreement and the Documentation.
2. Services; Access and Use.
Services. Subject to the terms and conditions of this Agreement, Losci hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(f)) right to Use the Services during the term of this Agreement, solely for Customer’s internal business purposes.
Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services or Documentation 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; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Losci for use expressly for such purposes; or (viii) use the Services, Documentation or any other Losci Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.
Authorized Users. Customer will not allow any Person other than Authorized Users to access or use the Services. Customer may permit Authorized Users to Use the Services, provided that Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Losci if Customer knows or reasonably suspects that any user name and/or password has been compromised.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Losci reserves and, as between the Parties will solely own, the Losci IP and all rights, title and interest in and to the Losci IP. No rights are granted to Customer hereunder other than as expressly set forth herein and Losci reserves all right, title, and interest in and to the Services, the underlying technology and code, and all enhancements, adaptations, improvements, or modifications to the foregoing whether developed during or independent of this Agreement and all Intellectual Property Rights associated therewith.
Feedback. From time to time Customer or its employees, contractors, or representatives may provide Losci with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Losci a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Losci’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
3. Fees and Payment.
Fees. Customer will pay Losci the non-refundable fees set forth in the relevant Order Form or Invoice in accordance with the terms therein (“Fees”) and without offset or deduction. Losci reserves the right to change the Fees for Subscription Services or applicable charges and to institute new charges and Fees at the end of the subscription’s Initial Term or then current Renewal Term, upon sixty (60) days’ prior notice to Customer (which may be sent by email).
Payment Terms. Customer will pay the Fees as set forth in the relevant Order Form or Invoice. All one-time Services must be pre-paid; Subscription Services will be charged on the date the Order Form or Invoice is issued for the Initial Term and on the first day of each Renewal Term thereafter. If the Order Form or Invoice provides for payment via credit card, and Customer has provided to Losci valid, up-to-date and complete credit card details, Losci will charge that credit card on the date the Order Form or Invoice is issued (and, to the extent applicable, on the first day of each Renewal Term thereafter). All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Losci may suspend the Services until all payments are made in full. Customer will reimburse Losci for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Losci hereunder, other than any taxes imposed on Losci’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Losci hereunder, Customer will pay an additional amount, so that Losci receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
4. Confidential Information.
As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Losci. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this Agreement will limit or restrict Losci’s ability to use or disclose any general know-how, experience, concepts and/or ideas that Losci or its personnel acquire or obtain in connection with the performance of Losci’s obligations hereunder.
The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
5. Data; Report.
Losci acknowledges that, as between Customer and Losci and except as set forth in Section 5(b), Customer owns and retains all right, title and interest in and to all Customer Materials and the Report. Notwithstanding the foregoing, Customer agrees not to disclose the Report to third party competitors of Losci without Losci’s prior written approval.
Customer hereby grants Losci (i) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Services and Losci’s other related products, services and technologies during the term of this Agreement; and (ii) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, display, perform, modify, make derivative works of and otherwise exploit all Aggregate Data in connection with the hosting, operation, improvement and provision of the Services or any other business purpose including, without limitation, the right to share such data on a de-identified basis.
6. Representations and Warranties.
Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.
Losci Indemnification. Subject to Section 7(e), Losci will indemnify, defend and hold Losci harmless for all losses, damages, liabilities and costs (including reasonable attorneys fees) (“Losses”) incurred by Customer resulting from any claim, suit or proceeding brought by a third party (“Claims”) against Customer that Customer’s Use of the Subscription Services, infringes or misappropriates such third party’s Intellectual Property Rights. For the avoidance of doubt, Losci’s obligations under this Section 7(a) apply only to Subscription Services and not to Services provided on a one-time basis.
Exclusions. Losci’s obligations under Section 7(a) will not apply if the underlying third-party claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Losci; (iv) modifications to the Subscription Services by anyone other than Losci; or (v) combinations of the Subscription Services with software, data or materials not provided by Losci.
IP Remedies. If Losci reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Losci may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Losci determines that neither alternative is commercially practicable, Losci may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Losci will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. For the avoidance of doubt, Losci’s obligations under this Section 7(c) apply only to Subscription Services and not to Services provided on a one-time basis. The rights and remedies set forth in this Section 7 shall constitute Customer’s sole and exclusive remedy for any claims of infringement of Intellectual Property Rights in connection with the Services.
Customer Indemnification. Subject to Section 7(e), Customer will indemnify, defend and hold Losci harmless for all Losses incurred by Losci resulting from any Claims against Losci arising from (i) any Customer Materials, including, without limitation, (A) any claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) use of the Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 2(b).
Indemnification Procedures. The party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of the claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND OTHER LOSCI IP ARE PROVIDED ON AN “AS IS” BASIS, AND LOSCI MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE LOSCI IP, INCLUDING THE SERVICES OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOSCI HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, Losci HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.
9. Limitations of Liability.
Exclusion of Damages. EXCEPT FOR: (i) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (ii) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (iii) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE LOSCI IP OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Total Liability. IN NO EVENT WILL LOSCI’S TOTAL LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT, THE LOSCI IP OR THE PROVISION OF THE SERVICES EXCEED (A) WITH RESPECT TO SERVICES PROVIDED ON A ONE-TIME BASIS, THE FEES ACTUALLY PAID BY CUSTOMER TO LOSCI FOR SUCH SERVICES UNDER THE RELEVANT ORDER FORM OR INVOICE, OR (B) WITH RESPECT TO SUBSCRIPTION SERVICES, THE FEES ACTUALLY PAID BY CUSTOMER TO LOSCI IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN EACH CASE REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT LOSCI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN Losci AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
10. Term and Termination.
Term. For Services provided on a one-time basis, the term of this Agreement begins on the date that Customer accepts it and expires on the date that the applicable Report is delivered to Customer. For Subscription Services (i) the initial term of this Agreement begins on the date that Customer accepts it and expires at the end of the Initial Term specified in the relevant Order Form or Invoice (the “Initial Term”), and (ii) following the Initial Term, this Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term”), unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the Initial Term or Renewal Term then in effect.
Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
Survival. This Section 10(c) and Sections 1, 2(b), 2(d), 2(e), 3, 4, 5, 7, 8, 9, 10(d) and 11 survive any termination or expiration of this Agreement.
Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will terminate; and (ii) Customer will return or destroy, at Losci’s sole option, all Losci Confidential Information in its possession or control, including permanent removal of such Losci Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Losci’s request, certify in writing to Losci that the Losci Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.
Entire Agreement. This Agreement, including all Order Forms and Invoices, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.
Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement. All notices to Losci will sent to 530 E Showers Dr 7-202, Mountain View, CA, 94040, United States, and all notices to Customer will be sent to the address set forth in the relevant Order Form or Invoice, or provided by Customer upon registration with the Services; or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section 11(b). Such notices shall deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.
Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, Losci may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Losci’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, governmental orders, material changes in law, war, terrorism, riot, or acts of God.
Subcontracting. Losci may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that the Losci remains responsible for the performance of each such Subcontractor. Notwithstanding the foregoing, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. Stripe, Paypal), Losci shall use commercially reasonable efforts to guard against any Losses but shall not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that the Losses are caused directly from the gross negligence or willful misconduct of Losci.
Export Regulation. Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or underlying software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
U.S. Government End Users. The Services, underlying Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the underlying software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement.
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.
No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.