END USER AGREEMENT – SaaS Platform
This RE:FORM SaaS Platform User Agreement, including all documents and terms incorporated by reference herein (collectively, the “Agreement“), is entered into by and between RE:FORM Tech Pte Ltd, 114 Lavender Street, #02-52, CT Hub 2, Singapore 338729 (“RE:FORM“) and the organization you identified on RE:FORM’s website when you registered to use the Subscription (“Customer“). RE:FORM and Customer are each referred to herein as a “Party”, or collectively, “the Parties”.
This Agreement is effective on the date you registered to use the SaaS Platform (the “Effective Date“).
BY REGISTERING TO USE THE SAAS PLATFORM, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT, AND THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR YOUR ORGANIZATION DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT IT.
1.0 DEFINITIONS
1.1 “Affiliate” means with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities.
1.2 “Authorized User” means a named individual that: (a) is an employee, representative, consultant, contractor or agent of Customer or a Customer Affiliate; (b) is authorized to use the SaaS Platform pursuant to this Agreement; and (c) has been supplied a user identification and password by Customer.
1.3 “Client Runtime” means RE:FORM’s proprietary software, systems and locally-installed software agents and connectors that interact with the SaaS Platform as may be provided by RE:FORM in connection with the SaaS Platform.
1.4 “Customer Data” means any electronic data or materials provided or submitted by Customer or Authorized Users to or through the SaaS Platform.
1.5 “Documentation” means the online help materials, including technical specifications, describing the features and functionality of the SaaS Platform and Client Runtime, which are located on RE:FORM’s publicly-available website at http://www.reform.today/ as updated by RE:FORM from time to time.
1.6 “Intellectual Property Rights” means all current and future worldwide intellectual property rights, including without limitation, all patents, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection, and all applications and registrations for any of the foregoing.
1.7 “Order” means RE:FORM’s quote accepted by Customer via Customer’s purchase order or other ordering document received by RE:FORM (directly or indirectly through a Channel Partner) to order RE:FORM’s SaaS Platform, which references the SaaS Platform, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable RE:FORM quote or ordering document.
1.8 “SaaS Platform” means the applicable version of RE:FORM’s software-as-a-service product specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Platform and Client Runtime provided by RE:FORM in its sole discretion, and any software, systems and locally-installed software agents and connectors that interact with the SaaS Platform as may be provided by RE:FORM in connection with the SaaS Platform)
1.9 “Subscription Term(s)” means the period of time during which Customer is subscribed to the SaaS Platform, as specified in an Order and which shall begin upon delivery of the SaaS Platform, a subscription period(s) of one (1) year during which Authorized Users may use the SaaS Platform, subject to the terms of this Agreement.
1.10 “Support Services” means the maintenance and support services provided by RE:FORM to Customer during the Subscription Term, as more fully described in Section 2.4 below.
1.11 “Third-Party Materials” means open source software programs that are made available by third parties under their respective OSS Licenses. The SaaS Platform include Third-Party Materials, use of which is subject to their respective OSS Licenses as indicated.
2.0 LICENSE AND SUPPORT SERVICES; PAYMENT
2.1 License and Access Rights to the SaaS Platform. RE:FORM grants Customer a limited, non-exclusive, non-sublicenseable, nontransferable (except as specifically permitted in this Agreement) right to access and use the SaaS Platform and their Documentation during the Subscription Term, solely for Customer’s internal business purposes. Customer may permit its Affiliates to use and access the SaaS Platform and Documentation in accordance with this Agreement, but Customer will be responsible for (i) ensuring the Affiliates’ compliance with this Agreement; and (ii) assuming any liability arising from the Affiliates’ use of the SaaS Platform and Documentation. For the avoidance of doubt, the SaaS Platform is available only on a hosted basis, and Customer will not independently possess, run, or install the SaaS Platform. RE:FORM will host the SaaS Platform and will make the SaaS Platform available to Customer during the Subscription Term(s), subject to the terms and conditions of this Agreement, including Customer’s payment of all applicable fees.
(a) Customer s access and usage of the SaaS Platform may not exceed the number of Namespace, Professional User, Viewer User and/or other license entitlements designated by RE:FORM (as applicable) purchased by Customer.
(b) Customer may not engage in excessive creation/deletion of accounts or any non-standard usage of compute resources, and may not interfere with other users’ utilization of the SaaS Platform.
2.2 Update. RE:FORM may update the content, features, functionality, and user interface of the SaaS Platform from time to time in its sole discretion, and may discontinue or suspend all or any portion of the SaaS Platform at any time in its sole discretion, including during a Subscription Term; provided, that RE:FORM will give Customer at least fifteen (15) days’ advance notice before RE:FORM discontinues the SaaS Platform or RE:FORM materially decreases the functionality of the SaaS Platform during the Subscription Term.
2.3 Restrictions. Except as otherwise expressly set forth in this Agreement, Customer will not and will not permit any third party to:
(a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the SaaS Platform in a manner that allows anyone to access or use the SaaS Platform without an Authorized User subscription, or to commercially exploit the SaaS Platform;
(b) copy, modify or create derivative works based on the SaaS Platform;
(c) reverse engineer or decompile the SaaS Platform (except to the extent permitted by applicable law and only if RE:FORM fails to provide permitted interface information within a reasonable period of time after Customer’s written request);
(d) copy any features, functions or graphics of the SaaS Platform;
(e) allow Authorized User subscriptions to be shared or used by more than one individual Authorized User (except that Authorized User subscriptions may be reassigned to new Authorized Users replacing individuals who no longer use the SaaS Platform for any purpose, whether by termination of employment or other change in job status or function); or
(f) access to or use of the SaaS Platform:
(i) to send or store infringing, obscene, threatening, or otherwise unlawful, unethical and/or potentially harmful material, including without limitation incitements to violence, defamatory material, public disinformation campaigns, and/or material violative of third-party privacy rights;
(ii) in violation of applicable laws;
(iii) to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents;
(iv) in a manner that interferes with or disrupts the integrity or performance of the SaaS Platform (or the data contained therein);
(v) to gain unauthorized access to the SaaS Platform (including unauthorized features and functionality) or its related systems or networks;
(vi) Circumvent defined limits on an account in an unauthorized manner;
(vii) Abuse referrals, promotions or credits to get more features than paid for;
(viii) Access, search, or create accounts for the SaaS Platform by any means other than RE:FORM’s publicly supported interfaces (for example, “scraping” or creating accounts in bulk).
2.4 Support Services. During the Subscription Term and subject to the terms of the Service Level Agreement entered into between the parties which form an integral part of this agreement, RE:FORM will provide limited email support for the SaaS Platform, which Customer may request by emailing RE:FORM at support@reform.today. Customer acknowledges that Support Services is only for the SaaS Platform licensed under this Agreement.
2.5 Usage Limits. Use of the SaaS Platform is subject to any usage limits, which may include limitations on features and functionality, that are set forth on the RE:FORM web page where Customer registered for the SaaS Platform. If Customer exceeds any such limits, Customer will promptly notify RE:FORM and work with RE:FORM to promptly change its usage to comply with the limits. RE:FORM may periodically verify that Customer’s use of the SaaS Platform is within the applicable usage limits, and Customer will promptly and accurately certify and/or provide evidence of Customer’s compliance with the applicable usage limits as may be requested by RE:FORM from time to time.
2.6 Beta features. In the event Customer opt in and are granted access to any “alpha”, “beta”, or similarly designated features, functionality, or services (“Beta Services”), Customer agree that such Beta Services are provided solely “AS IS”, for testing and evaluation on a non-production basis only. The Beta Services may contain bugs, errors, and other problems, and you assume all risks and costs associated with such use. Support for Beta Services is provided solely at RE:FORM’s discretion.
2.7 Interaction with Third Party Integrations. The SaaS Platform may contain links to or downloadable copies of third party content (“Third Party Content”) (for example, plugins or integrations written by a third party) that are not owned or controlled by RE:FORM. When Customer download, access, or use Third Party Content, Customer do so at its own risk. Customer hereby represent and warrant that Customer have read and agree to be bound by all applicable policies of any Third Party Content relating to Customer’s use of the SaaS Platform and that Customer will act in accordance with those policies, in addition to Customer’s obligations under this Agreement. RE:FORM has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Content. In addition, RE:FORM will not and cannot monitor, verify, censor or edit the content of any Third Party Content. By using the SaaS Platform, Customer expressly relieve and hold harmless RE:FORM from any and all liability arising from Customer’s use of any Third Party Content.
3.0 CUSTOMER RESPONSIBILITIES FOR CUSTOMER DATA AND AUTHORIZED USERS. Customer agrees to promptly notify RE:FORM of any unauthorized access to Authorized User accounts of which Customer becomes aware. Customer has exclusive control and responsibility for determining what data Customer submits to the SaaS Platform, for obtaining all necessary consents and permissions for submission of Customer Data and processing instructions to RE:FORM, and for the accuracy, quality and legality of Customer Data. Customer is further responsible for the acts and omissions of Authorized Users in connection with this Agreement, for all use of the SaaS Platform by Authorized Users, and for any breach of this Agreement by Authorized Users. Customer will use reasonable measures to prevent and will promptly notify RE:FORM of any known or suspected unauthorized use of Authorized User access credentials.
4.0 INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
4.1 Ownership. The SaaS Platform and Documentation, all copies and portions thereof, and all Intellectual Property Rights therein, including, but not limited to derivative works therefrom, are and will remain the sole and exclusive property of RE:FORM notwithstanding any other provision in this Agreement. Customer is not authorized to use (and will not permit any third party to use) the SaaS Platform, Documentation or any portion thereof except as expressly authorized by this Agreement.
4.2 License to Customer Data. Customer grants RE:FORM a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Data as reasonably necessary for RE:FORM to provide the SaaS Platform in accordance with this Agreement. Subject to this limited license, as between Customer and RE:FORM, Customer owns all right, title and interest, including all related Intellectual Property Rights, in and to the Customer Data.
4.3 Use of Aggregate Information. Customer agrees that RE:FORM may collect and aggregate data derived from the operation of the SaaS Platform (“Aggregated Data”), and RE:FORM may use such Aggregated Data for purposes of operating RE:FORM’s business, monitoring performance of the SaaS Platform, and/or improving the SaaS Platform; provided that RE:FORM’s use of Aggregated Data does not reveal any Customer Data, Customer Confidential Information, or personally identifiable information of Authorized Users.
5.0 TERM; TERMINATION
5.1 Effective Date and Term. This Agreement commences on the Effective Date. Unless earlier terminated pursuant to the terms of this Section 5, the Agreement will continue through the Subscription Term. Unless one Party notifies the other more than Sixty (60) days before the end of a Subscription Term, each Subscription Term will automatically renew for an additional Subscription Term of the same length.
5.2 Termination Either Party may terminate this Agreement immediately upon written notice to the other Party: (a) if the other Party materially breaches or fails to perform or observe any material term or condition of this Agreement (in whole or in part) and such default has not been cured within fifteen (15) days after written notice of such default to the other Party; or (b) if the other Party (i) terminates or suspends or threatens to cease to carry on its business, (ii) becomes subject of or goes into liquidation except for the purposes of a genuine solvent amalgamation or solvent reconstruction, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (iv) has wound up or liquidated, voluntarily or otherwise. For the avoidance of doubt, termination of this Agreement will result in the termination of all Subscription Terms but shall not affect any of the Parties’ accrued rights or liabilities and all prepaid fees will be nonrefundable.
5.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) RE:FORM’s obligation to provide Support Services and the SaaS Platform will terminate, (b) all of Customer’s and its Authorized Users’ rights to use the SaaS Platform will terminate, and (c) the provisions of Sections 6.4, 7, 8, 9, and 10 of this Agreement will survive such expiration or termination.
5.4 Treatment of Customer Data Following Expiration or Termination. Customer agrees that following termination of this Agreement, RE:FORM may immediately deactivate Customer’s account(s) for the SaaS Platform, and RE:FORM has the right to delete those accounts, including all Customer Data, from RE:FORM’s site unless legally prohibited. Customer acknowledges and agrees that it is responsible to retrieve Customer Data from the SaaS Platform prior to expiration of this Agreement.
6.0 REPRESENTATIONS AND WARRANTIES
6.1 By Each Party. Each Party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the SaaS Platform is in compliance with the laws applicable to each Party.
6.2 Conformity with Documentation. RE:FORM warrants that, during the Subscription Term, the SaaS Platform will perform materially in accordance with the applicable Documentation. In the event of a material breach of the foregoing warranty, Customer’s exclusive remedy and RE:FORM’s entire liability will be for Customer to request RE:FORM’s assistance through the Support Services, which RE:FORM will provide in accordance with its obligations under Section 2.4 (“Support Services”).
6.3 Malicious Code. RE:FORM warrants that, to the best of its knowledge, the SaaS Platform are free from, and RE:FORM will not knowingly introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm.
6.4 WARRANTY DISCLAIMERS. EXCEPT FOR THE EXCLUSIVE WARRANTIES SET FORTH IN THIS SECTION 6, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SAAS PLATFORM ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND RE:FORM MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH REGARDING OR RELATING TO THE SAAS PLATFORM, DOCUMENTATION OR SUPPORT SERVICES. RE:FORM SPECIFICALLY AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, RE:FORM DOES NOT WARRANT THE SAAS PLATFORM WILL BE ERROR-FREE OR THAT THE USE OF THE SAAS PLATFORM WILL BE UNINTERRUPTED.
7.0 INDEMNIFICATION; LIMITATION OF LIABILITY
7.1 Indemnification Customer will indemnify, defend and hold RE:FORM harmless, at Customer’s expense, against any third party claim, suit or proceeding resulting from, relating to or arising out of a claim that: (i) the use of SaaS platform constitutes an infringement of any patent, copyright, trademark or other intellectual property right; or (ii) based on the negligent acts or willful misconduct of Customer’s employees or agents, that directly causes damage or bodily injury to persons or property, real or tangible, and such damage or bodily injury directly arises out of performance of this Agreement; or (iii) any claim arising from Customer’s use and Customer’s Affiliates’ use of the SaaS Platform. Customer’s obligation to indemnify RE:FORM shall include an obligation to pay any costs, including but not limited to reasonable legal fees, expert witness fees, reasonable expenses, damages and other costs incurred by RE:FORM and awarded by a court of competent jurisdiction. The indemnification set forth in this Section 7.1 is subject to the following: (a) RE:FORM shall notify Customer promptly in writing of any claim or action; (b) Customer shall have sole control of the defense and all negotiation for any settlement or compromise; provided, however that no such third party claim or action may be settled or compromised by Customer without the express written consent of RE:FORM unless such settlement or compromise includes a release of all claims against RE:FORM by the party bringing such claim or action; (c) RE:FORM shall have the right at its sole cost and expense to participate in any such legal proceeding with counsel of its own choosing; (d) RE:FORM agrees to reasonably assist Customer in the defense of the claim.
7.2 Remedies. Should the SaaS Platform become, or in RE:FORM’s opinion be likely to become, the subject of an Infringement Claim, RE:FORM may, at its option (i) procure for Customer the right to use the SaaS Platform in accordance with this Agreement; (ii) replace or modify, the SaaS Platform to make them non-infringing; or (iii) terminate Customer’s right to use the SaaS Platform and discontinue the related Support Services.
8.0 LIMITATION OF LIABILITY
8.1 Damages Exclusion; Liability Cap. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR LICENSORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM ITS OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”) , IN NO EVENT WILL RE:FORM’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT EXCEED FIVE THOUSAND DOLLARS (US$5 ,000). NOTHING IN THIS SECTION 8.1 WILL BE DEEMED TO LIMIT EITHER PARTY’S LIABILITY FOR WILLFUL MISCONDUCT, FRAUD, OR INFRINGEMENT BY ONE PARTY OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS.
8.2 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.
8.3 Any limitation of liability set forth in this agreement shall not preclude RE:FORM from claiming under any insurance placed or provided pursuant to this agreement up to the full amount payable under such insurance.
9.0 CONFIDENTIAL INFORMATION
9.1 Confidentiality. “Confidential Information” means this Agreement, the SaaS Platform, RE:FORM pricing information, RE:FORM technical information, Customer Data and any other information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with this Agreement 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. Recipient may use Discloser’s Confidential Information solely to perform Recipient’s obligations or exercise its rights hereunder. Recipient will not disclose, or permit to be disclosed, Discloser’s Confidential Information to any third party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees and/or Customers who have a need to know and who are bound in writing to keep such information confidential pursuant to confidentiality agreements consistent with this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and in any case will not use less than the degree of care a reasonable person would use. The foregoing will not apply to any information that: (a) was in the public domain at the time it was communicated to the Recipient by the Discloser; (b) entered the public domain subsequent to the time it was communicated to the Recipient by the Discloser through no fault of the Recipient; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Discloser; (d) was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the Discloser; (e) it was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser; or (f) is expressly permitted to be disclosed pursuant to the terms of this Agreement.
9.2 Compelled Disclosure. The Recipient will not be in violation of Section 9.1 regarding a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the Discloser with prior written notice of such disclosure in order to permit the Discloser to seek confidential treatment of such information.
9.3 Feedback. To the extent Customer provides any suggestions, recommendations or other feedback specifically relating to the SaaS Platform or Support Services (collectively, “Feedback”), Customer grants to RE:FORM a royalty free, fully paid, sub-licensable, transferable (notwithstanding Section 10.1 (“Assignment”), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of such Feedback into the SaaS Platform without restrictions).
9.4 Sensitive Data. Customer agrees that it will not submit the following types of information to the SaaS Platform except with RE:FORM’s prior written approval: government-issued identification numbers, consumer financial account information, credit and payment card information, personal health information, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs) or personal data (as described in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) of data subjects that reside in the European Economic Area (EEA). If Customer wishes to submit any such European personal data to the SaaS Platform, Customer will notify RE:FORM and the parties may enter into a separate data processing agreement (including the European Commission’s Standard Contract Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection) with RE:FORM prior to submission of such personal data to the SaaS Platform. Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of personal data in the SaaS Platform.
10.0 GENERAL
10.1 Assignment. Neither party may assign this Agreement without the other party’s prior written consent. Notwithstanding anything contrary to this Agreement, RE:FORM may assign this Agreement to: (i) any RE:FORM Affiliate; or (ii) any entity in connection with a reorganization, merger, consolidation or other transaction involving all or substantially all of the voting securities or assets of RE:FORM, upon written notice to Customer. Subject to the foregoing limitation on assignment, the Agreement will be binding upon, enforceable by and inure to the benefit of the parties and each of their successors and assigns.
10.2 Anti-Corruption. Each Party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act.
10.3 Notices. Notices to a Party will be sent by first-class mail, overnight courier or prepaid post to the address for such Party as identified on the first page of this Agreement and will be deemed given seventy-two (72) hours after mailing or upon confirmed delivery or receipt, whichever is sooner. Customer will address notices to RE:FORM Legal Department, with a copy to info@RE:FORM.com. Either Party may from time to time change its address for notices under this Section by giving the other Party at least thirty (30) days prior written notice of the change in accordance with this Section 10.3.
10.4 Non-waiver. Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party’s right to assert or rely upon such provision, right or remedy in that or any other instance.
10.5 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong SAR. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the eBRAM Arbitration Rules.
10.6 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it will be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.
10.7 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the Parties hereto. Neither Party has any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever. Each Party may identify the other as a customer or supplier, as applicable.
10.8 U.S. Government Restricted Rights. If the SaaS Platform are being licensed by the U.S. Government, the SaaS Platform are “commercial computer software” and “commercial computer documentation” developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, will be subject solely to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors.
10.9 Export Laws. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the SaaS Platform. Without limiting the generality of the foregoing, Customer represents that it is not named on any U.S. government denied-party list and will not make the SaaS Platform available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties. RE:FORM may reject credit card payments and/or suspend access to the SaaS Platform, without liability or penalty, where RE:FORM has reason to believe Customer is in violation of this Section.
10.10 Entire Agreement; Execution. This Agreement comprises the entire agreement between Customer and RE:FORM, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the Parties regarding its subject matter. In the event of a conflict between the terms of this Agreement and any other document referenced in this Agreement, this Agreement will control. Any preprinted terms on any Customer ordering documents or terms referenced or linked therein will have no effect on the terms of this Agreement and are hereby rejected, including where such Customer ordering document is signed by RE:FORM. This Agreement may be executed in counterparts, which taken together form one binding legal instrument. The Parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement will be legally binding with the same force and effect as manually executed signatures.
10.11 Insurance During the term of this Agreement, Customer warrants that it shall maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement, in particular sufficient insurance coverage with regard to the obligations as set-forth in Sections 7.1 and 8.1 herein and by law.
10.12 Customer will issue to RE:FORM evidence of sufficient insurance including copies of applicable Certificates of Insurance within three (3) business days once requested by RE:FORM.
NEITHER THE EXISTENCE OF NOR THE ASSENT BY CUSTOMER TO THE TYPES OR LIMITS OF INSURANCE CARRIED BY CUSTOMER SHALL BE DEEMED A WAIVER OR RELEASE OF CUSTOMER’S LIABILITY OR RESPONSIBILITIES UNDER THIS AGREEMENT.