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📝 Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE OF SUBSCRIPTIONS TO THE DATAMAX APPLICATION AND/OR RELATED SERVICES AND YOUR ONGOING USE OF THOSE SUBSCRIPTIONS AND RELATED SERVICES.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU ARE ENTERING THIS AGREEMENT AND 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.

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.

This Agreement was last updated on June 21, 2021. It is effective between You and Us as of the date of You accepting this Agreement.

1. DEFINITIONS​

  • "Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the subject, whether through ownership of voting interests or by contract or otherwise.
  • "Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.
  • "Purchased Services" means Services that You or Your Affiliates purchase under an Order Form.
  • "Services" means the online, Salesforce AppExchange application - sandbox seeding tool - provided by Us via https://appexchange.salesforce.com and/or other designated websites, that are ordered by You or Your Affiliates under an Order Form, including associated offline components (if any) but excluding Third-Party Applications.
  • “Subscription Term” means the period of time from the start date to the end date specified in each Order Form for each subscription purchased thereunder. Each renewal of a subscription, whether automatic or in writing, shall constitute a new Subscription Term.
  • "Third-Party Services" means online, Web-based applications or services that are provided by third parties but may be configured to interoperate with the Services, including but not limited to AWS services.
  • "Users" means individuals who are authorized by You to use the Services and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors, and agents; or third parties with which You transact business.
  • "We", "Us", or "Our" means VRP Consulting LTD.
  • "You" or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.
  • "Your Data" means all electronic data or information processed by you using the Services.
  • “Your Org” means the force.com account used by You to access and operate the Purchased Services.

2. PURCHASED SERVICES​

2.1. Provision of Purchased Services​

We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during each Subscription Term and your timely payment of all applicable fees. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2. Subscriptions​

Unless otherwise specified in the applicable Order Form, Purchased Services are purchased as an Org-wide subscription and may be installed on only one Salesforce.com production Org (Your Org) and its related sandboxes.

3. USE OF THE SERVICES​

3.1 Our Responsibilities​

In addition to providing the Purchased Services as described in Section 2.1, We shall provide You with basic email support for the Purchased Services available during working days at no additional charge at info@datamax.cc, respond time – 'response' being triage and communication back to the customer within 48h. Any fix required would then be delivered under best endeavors, except for any unavailability caused by circumstances beyond Company’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays.

3.2 Conditions of use of salesforce.com​

Company provides the Purchased Services to Customer on the platform provided by salesforce.com. All usage of Force.com, salesforce.com, and any ancillary services provided by salesforce.com as part of the Purchased Services are subject to the terms and conditions of salesforce.com, including but not limited to the terms of the Salesforce.com Master Subscription Agreement and other applicable terms and conditions of use, as updated, which are hereby incorporated herein and which may be viewed at http://www.salesforce.com/company/legal/. You acknowledge that availability of the Services depends upon the availability of Salesforce.com and the Force.com platform and that We have no control over such availability. Accordingly, We make no representations, warranties, or covenants regarding the availability of the Services to the extent that such availability depends upon the availability of Salesforce.com and the Force.com platform.

3.3. Conditions of use of the Third-Party Services​

At your request Company may connect the Purchased Services with AWS cloud services for storage of Your Data subject to the terms of the relevant Purchase Order. All usage of AWS services, and any ancillary services provided by aws.amazon.com as part of the Purchased Services are subject to the terms and conditions of AWS, including but not limited to the AWS Service Terms and other applicable terms and conditions of use, as updated, which are hereby incorporated herein and which may be viewed at https://aws.amazon.com/service-terms/, by using AWS service You agree with the terms of AWS Customer Agreement that may be viewed at https://aws.amazon.com/agreement/. We make no representations, warranties, or covenants regarding the AWS services. If Purchased Services would be connected with other Third-Party Services You acknowledge that availability of the Services depends upon the availability of such Third-Party Services and that We have no control over such availability. Accordingly, We make no representations, warranties, or covenants regarding the availability of the Services to the extent that such availability depends upon the availability of Third-Party Services.

3.4. Your Responsibilities​

You shall (a) be responsible for Users’ compliance with this Agreement, (b) be solely responsible for the accuracy, quality, integrity, and legality of Your Data and of the means by which You acquired Your Data, (c) use the Services only in accordance with the applicable laws and government regulations. You shall not (d) make the Services available to anyone other than Users, (e) sell, resell, rent or lease the Services.

3.5. Your Data​

The Services access and process Your Data in order to generate reports, analyses, documents, and/or results. If You choose to save such output, it will be saved as Your Data in Your account at Salesforce.com. However, Your ability to recreate or duplicate such output will cease upon expiration or termination of this Agreement. We have no control over (and, accordingly, make no representations, warranties, or covenants regarding) the storage, accessibility, or protection of Your Data by Salesforce.com, AWS or any other providers with whom You may store Your Data or whose services are required for the storage, accessibility, or protection of Your Data. If using AWS service for Your Data storage, You will ensure that Your Data and your and End Users’ use of Your Data or the AWS service will not violate any of the AWS Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Data. You are responsible for properly using the AWS service and otherwise taking appropriate action to secure, protect and backup your accounts and Your Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Data from unauthorized access and routinely archiving Your Data. You are responsible for Users’ use of Your Data and the Services. You will ensure that all Users comply with your obligations under this Agreement, terms and conditions of Salesforce.com and AWS services. If you become aware of any violation of your obligations under this Agreement caused by any User, you will immediately suspend access to Your Data and the Services by such User.

3.6 MSA​

Note that conditions of Purchased Service usage are registration in Our license management system and granting Us with limited access to Your server if it is used. Therefore, we would have access to the following Data: migration ID, time and date, number of migrations started, number of records transferred, migration completion status and job error comment if the migration completed unsuccessfully.

4. FEES AND PAYMENT FOR PURCHASED SERVICES​

4.1. Fees​

You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (a) fees are quoted and payable in US Dollars, (b) fees are based on services purchased and not actual usage, (c) payment obligations are non-cancellable and fees paid are non-refundable, and (d) the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form. Subscription fees are calculated per month and billed for twelve (12) month period in advance.

4.2. Invoicing and Payment​

Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 15 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information with Us, as well as for payment of any fees or charges associated with Your payment.

4.3. Overdue Charges​

If any fees are not received from You by the due date, then at Our discretion, (a) such fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid and/or (b) We may condition future subscriptions on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment).

4.4. Suspension of Services​

If any amount owing by You under this Agreement for the Services is 15 or more days overdue, We may, without limiting Our other rights and remedies, suspend Your access to the Services until such amounts are paid in full.

4.5. Payment Disputes​

We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Services) until after 15 days from the payment due date if the applicable fees are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

4.6. 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 We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 4.6, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. PROPRIETARY RIGHTS​

5.1. Reservation of Rights​

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.

5.2. Restrictions​

You shall not (a) permit any third party to access the Services except as expressly permitted herein or in an Order Form, (b) create derivate works based on the Services, (c) 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, (d) reverse engineer the Services, or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any features, functions, or graphics of the Services.

5.3. Ownership of Your Data​

As between Us and You, You exclusively own all rights, title, and interest in and to all of Your Data.

5.4. Suggestions​

We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by You, including Users, relating to the functionality and/or operation of the Services.

6. CONFIDENTIALITY AND PRIVACY​

6.1. 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 electronically, 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. However, Confidential Information (other than Your Data) shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

6.2. Protection of Confidential Information​

Except as otherwise permitted in writing by the Disclosing Party, (a) 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) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

6.3. Data Privacy​

We will not access Your Data except (a) at Your written request, to provide technical support with regard to the Services; or (b) as necessary to maintain or provide the Service, or (c) as necessary to comply with the law or a binding order of a governmental body. Without limiting the above, We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 6.4 (Compelled Disclosure) or as expressly permitted in writing by You.

6.4. Compelled Disclosure​

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6.5. Processing of Personal Data​

You authorize Us to transmit, backup and use the personal data of which you are the controller solely to provide the Services to You and Yours Affiliates. For additional information on Ours privacy practices, please visit our Privacy Policy at: VRP Consulting Privacy Policy.

7. WARRANTIES AND DISCLAIMERS​

7.1. Our Warranties​

We warrant that the Services will be free from defects in material and workmanship under normal conditions of use and that, subject to Section 7.2 (Third-Party Services), the functionality of the Services will not be materially decreased during a Subscription Term. We do not warrant or guarantee that Services will run uninterrupted or error free Service. Our entire liability and Your exclusive remedy for any breach of the foregoing warranty shall be as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below.

7.2. Third-Party Services​

The Services have been built on Salesforce.com’s cloud-computing platform-as-a-service known as “Force.com” and run entirely on the Force.com platform. The Services are designed to work with Salesforce.com and with certain other Third-Party Services. Your use of Salesforce.com and Third-Party Services is governed entirely by the terms of

7.2. Third-Party Services​

The Services have been built on Salesforce.com’s cloud-computing platform-as-a-service known as “Force.com” and run entirely on the Force.com platform. The Services are designed to work with Salesforce.com and with certain other Third-Party Services. Your use of Salesforce.com and Third-Party Services is governed entirely by the terms of Salesforce.com or the relevant third party. Nothing in this Agreement creates any rights or obligations on Our part with respect to Salesforce.com or such Third-Party Services nor should this Agreement be construed as creating any rights or obligations on the part of Salesforce.com or on the part of any third party providing Third-Party Services with respect to Our Services.

7.3. DISCLAIMER​

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE SERVICE, ERROR CORRECTION, AVAILABILITY, ACCCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE: (A) ANY LOSS OF BUSINESS; (B) LOSS OF REPUTATION; (C) LOSS OF PROFITS OR GOODWILL; (D) LOSS OF USE; (E) LOSS OR DAMAGE TO OR CORRUPTION OF DATA; (F) LOSS ATTRIBUTABLE TO YOUR FAILURE TO MAKE AND RETAIN REASONABLE BACK-UPS OF YOUR DATA; (G) INTERRUPTION OF BUSINESS; (H) ANY COSTS OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS.

8. MUTUAL INDEMNIFICATION​

8.1. Indemnification by Us​

We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of that third party, and shall indemnify You for any damages finally awarded against You, or those sums agreed to in a monetary settlement of such action, and for reasonable attorney’s fees incurred by You, in connection with any such Claim; provided, that You promptly give Us written notice of the Claim; give Us sole control of the defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and provide to Us all reasonable assistance, at Our expense. If the Services become, or in Our reasonable opinion are likely to become, the subject of a Claim, We may, at Our option and expense, either (i) procure for You the right to continue using the allegedly infringing materials; (ii) replace or modify the same so that they become non-infringing; or (iii) terminate Your right to use all or part of the Services and give You a refund or credit for the fees You actually paid to Us for the prior twelve-month period for the relevant Services as of the date of termination. Notwithstanding the foregoing, We will have no obligation of defence or indemnification or otherwise with respect to any Claim based upon any use of the Services not in accordance with this Agreement; a Third-Party Service, any modification of the Services made by or content provided by any person other than Us; any continuation of the allegedly infringing activity after being notified thereof and provided modifications, replacements, or other remedies that would have avoided the alleged infringement.

8.2. Indemnification by You​

You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of that third party or violates applicable law, and shall indemnify Us for any damages finally awarded against Us, or those sums agreed to in a monetary settlement of such action, and for reasonable attorney’s fees incurred by Us, in connection with any such Claim; provided, that We promptly give You written notice of the Claim; give You sole control of the defence and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and provide to You all reasonable assistance, at Your expense.

8.3. Exclusive Remedy​

This Section 8 (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.

9. LIMITATION OF LIABILITY​

9.1. LIMITATION OF LIABILITY​

EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (MUTUAL INDEMNIFICATION), IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION​

10.1. Term of Agreement​

This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.

10.2. Term of Purchased Subscriptions​

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 subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. The per-subscription pricing during any such renewal term shall be the same as that during the immediately preceding term unless We have given You written notice of a pricing increase at least 30 days before the end of such immediately preceding term, in which case the pricing increase shall be effective upon renewal and thereafter.

10.3. Termination for Cause​

A party may terminate this Agreement for cause: (a) 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 (b) immediately upon written notice 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. In addition, We may terminate this Agreement should the agreement between Us and Salesforce.com, which permits the provision of the Services through the Force.com platform, terminate or expire for any reason.

10.4. Refund or Payment upon Termination​

Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

10.5. Surviving Provisions​

Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality and Privacy), 7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), 10 (Term and Termination), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.

11. GENERAL PROVISIONS​

11.1. 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: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnification claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.

11.2. Governing Law and Jurisdiction​

This Agreement shall be governed exclusively by the law of England and Wales. The courts located in London shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction and venue of such courts.

11.3. 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.

11.4. No Third-Party Beneficiaries​

There are no third-party beneficiaries to this Agreement.

11.5. Waiver and Cumulative Remedies​

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.6. Severability​

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.7. Assignment​

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.8. Entire Agreement​

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum, or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

11.9. Customer Attribution​

You agree that We may use and display Your name and logo: (a) on Our customer list; and (b) with Your prior written approval, not to be unreasonably withheld or delayed, in other marketing materials of Us.