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End User License Agreement (EULA)

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Important - please read this agreement carefully before accepting its terms. This agreement, along with the privacy notice, sets forth the terms and conditions governing your use of the hosted services (as that term is defined below). If you do not agree to this agreement and privacy notice, please close this browser window immediately.

Important - please read this agreement carefully before accepting its terms. This agreement, along with the privacy notice, sets forth the terms and conditions governing your use of the hosted services (as that term is defined below). If you do not agree to this agreement and privacy notice, please close this browser window immediately.

By installing, copying, downloading or otherwise using the software, or by clicking a box indicating your acceptance, you represent that the information provided is complete and accurate, that you have the authority to enter into this agreement on behalf of the customer (as that term is defined below) and that the terms and conditions of this agreement have been accepted.

This End User License Agreement (the "Agreement") is entered into effective as of the date that you click the "I Accept/Agree" at the end of this Agreement ("Effective Date") and is a legal agreement between you (either as an individual or as the representative of the legal entity on whose behalf you are acting) (the "Customer") and Revyz Inc., a Delaware Corporation with a principal address of 35767 Hibiscus Ave, Fremont, CA, 94536 ("Revyz"), governing Customer’s use of the version of Revyz’s proprietary products and services purchased by Customer, along with any documentation and any patches, fixes and updates to such services provided to Customer by Revyz from time to time (collectively, the "Hosted Services").

The terms of this Agreement govern Customer's access and use of the Hosted Services, except to the extent there is a separate signed agreement between Customer and Revyz governing Customer's access and use of the Hosted Services. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence will be (1) the signed agreement, and (2) this End User License Agreement.

1. License Grant, Rights and Restrictions

  1. Subject to the terms and conditions set forth in this Agreement, Revyz grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to (i) access the Hosted Services and (ii) use the Hosted Services only in accordance with the published specifications and documentation for the Hosted Services that may be provided to Customer and effective at the time of purchase, in electronic format or otherwise, in each case for use only within Customer’s internal business operations (“Documentation”).

  2. Customer will ensure that Customer (which may include Customer’s employees, contractors or agents) will not allow any third-party person or entity access to Hosted Services without Revyz’ prior written consent. Customer shall immediately notify Revyz upon its knowledge or belief that such Hosted Services are or may be being used in violation of this Section 1.2 or is otherwise being used in connection with a breach of this Agreement.

  3. Customer guarantees the performance of and will be fully responsible for any failure by Customer or its employees, contractors or agents to comply with the terms of this Agreement.

  4. If Customer makes any suggestions, comments, enhancement requests, recommendations or provides any other feedback to Revyz regarding the Hosted Services or any other matter, Revyz has and will have the right, without any requirement to compensate Customer, to use and to permit others to use any such suggestions, enhancement requests, comments, recommendations or other feedback for any purpose including, but not limited to, incorporating them into the Hosted Services.

  5. Customer will not directly or indirectly

    1. copy, display, distribute, or otherwise use the Hosted Services in any manner or for any purpose not expressly authorized by this Agreement;

    2. download or copy all or any portion of the Hosted Services (including without limitation the underlying code) or create derivative works of or otherwise adapt, modify, or translate the Hosted Services;

    3. reverse engineer, decompile, translate or disassemble the Hosted Service;

    4. alter, remove, obscure, erase, deface, or hide from view any copyright, trademark, or other proprietary rights notice contained in or incorporated into the Hosted Service;

    5. use, rent, or lend the Hosted Services license in connection with a service bureau, time-sharing, ASP or similar arrangement;

    6. use the Hosted Services in any way that violates any individual's privacy;

    7. modify, incorporate into or with other software or services any part of the Hosted Services;

    8. create or disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Hosted Services;

    9. upload or download any software, data or information except as may be expressly permitted under Section 1.1;

    10. use, or permit anyone else to use, the Hosted Services in ways that violate laws, infringe or violate the rights of others including, but not limited to third party intellectual property rights, privacy, and publicity rights, or interfere with other users of Revyz’s services;

    11. use or rely on the Hosted Services, including any reports generated by the Hosted Services, in connection with the development by Customer of any programs, writings, or works, or in connection with the production of products or the performance of services for third parties; or

    12. knowingly introduce in or to the Hosted Services any virus or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Hosted Services, alter, damage or delete any data or retrieve or record information about the Hosted Services or its uses. Customer will promptly notify Revyz of any complaints or objections to Customer’s use of the Hosted Services.

  6. Customer acquires no ownership rights in or title to the Hosted Services and will not at any time have physical access to any facility providing the Hosted Services. Except for the license rights expressly granted to Customer in Section 1.1, and except as provided in Section 1.7, Revyz and its licensors (if any) retain all ownership rights in and title to the Hosted Services.

  7. The Hosted Services may include certain open-source software and other freely available software and material ("Excluded Components"). Revyz will identify any Excluded Components included in the Hosted Services, upon request for a proper purpose consistent with this Agreement. Notwithstanding anything to the contrary in this Agreement, the Excluded Components are governed by the terms and conditions of the applicable license and/or notice provided by the third party authors, contributors and suppliers of the Excluded Components (the “Suppliers”), and Revyz has no responsibility or liability of any kind related to such Excluded Components, other than (a) the Hosted Services (including any Excluded Components) shall perform in accordance with this Agreement, the Documentation and applicable law, and (b) the indemnification obligations in section 9 below. The Suppliers' licenses and other notices (including instructions for obtaining source code for certain Excluded Components), will be available (if applicable) in the Documentation accompanying the Hosted Services. Customer agrees to comply with all such licenses and other notices in the Documentation. Data Security and Privacy. 

  1. Definitions: “Customer Data” means all data and other information that (a) Customer provides or makes available to Revyz in connection with the Hosted Services or this Agreement, (b) is received, learned or obtained in the course of the Services relating to Customer’s systems or technology, including the output and work product of the Hosted Services for Customer, or (c) that is based upon or derived from (a) or (b), and all copies thereof. “Customer Personal Data” means all Customer Data relating to an identified or identifiable natural person. 

  2. Ownership of Customer Data and Use.  As between Revyz and Customer, Customer owns the Customer Data. Customer hereby grants and agrees to grant to Revyz and its affiliates a limited-term, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, copy, transmit, display, and process the Customer Data only as reasonably necessary to provide the Hosted Services to Customer, including to monitor, modify, and improve the Services for Customer.

  3. All data processing shall be made in accordance with the Data Processing Agreement executed by the parties.

  1. Revyz may, but will not be required to, decide in its sole discretion to modify, enhance or otherwise change the Hosted Services. Any and all bug fixes, updates, upgrades, modifications and new releases of the Hosted Services (collectively, “Improvements'') provided to Customer by Revyz will be considered “Hosted Services” subject to the provisions of this Agreement; provided that Revyz may, in its sole discretion, license any Improvements (including but not limited to a new version of Hosted Services) on separate, different or additional terms (including for an additional fee).

  2. Neither party will take any action intended to appropriate or perfect rights in the intellectual property of the other, including, without limitation, the filing of patent, trademark, or service mark applications or copyright registrations.

2. Term and Termination

  1. This Agreement will commence on the Effective Date and will continue until the earlier of (a) termination pursuant to the terms of this Agreement, or (b) Revyz and Customer entering into a further agreement that expressly supersedes this Agreement.

    1. Customer may terminate use of the Hosted Services at any time for any reason or no reason by ceasing to use the Hosted Services.

    2. Either party may terminate this Agreement upon written notice to the other (breaching) party if the breaching party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days following such notice.  Notwithstanding the above, either party may terminate this Agreement immediately after providing written notice to the other (breaching) party  if the breach is for an un-curable provision of this Agreement such as, but not limited to, the provisions regarding reverse engineering, disassembly, de-compilation or confidentiality.

    3. Upon termination of this Agreement, (a) Customer will immediately cease all use of the Hosted Services; and (b) Revyz will delete any confidential information of Customer then on Revyz’s servers.

    4. Retrieval of Customer Data Upon Termination:  Revyz will make available to Customer, at no cost, for a maximum of thirty (30) days following any such termination for download a file of the Customer Data then-currently stored in the Hosted Services (“Customer Content”). After such thirty (30)-day period, Revyz shall have no obligation to maintain or provide any Customer Content and shall thereafter, unless legally prohibited, delete all Customer Content (including production and test environments from Revyz’ servers and certify such deletion in writing to Customer upon request; provided, however, that Revyz will not be required to remove copies of the Customer Content from its backups until such time as the backup copies are scheduled to be deleted in the normal course of business; provided further that in all cases Revyz will continue to protect the Customer Content in accordance with section 5 (Confidentiality) terms of this Agreement. Additionally, during the term, Customer may extract Customer Content from the Hosted Services using Revyz’s standard web services.

    5. Termination of this Agreement will not prevent either party from pursuing all available legal remedies that accrued prior to termination, nor will it relieve Customer of any obligation to make payments that accrued prior to termination for used Hosted Services. The parties' rights and obligations under Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.10, 2.4, 3, 5, 6, 7, 8, 9,10, and 11 of this Agreement will survive termination of this Agreement.

    6. In addition to Revyz’s rights to terminate this Agreement, Revyz may suspend Customer’s right to access the Hosted Services at any time if Revyz determines, in its sole discretion, that Customer’s use of the Hosted Services is interrupting or interfering with the normal operation of the Hosted Services.

3. Payments

  1. Customer agrees to pay Revyz all amounts required to be paid (a) upon placing an electronic order for a license, or (b) under the terms of any signed agreement between Customer and Revyz governing Customer's use of the Hosted Services. No failure by Revyz to request any payment or to demand any performance will be deemed a waiver by Revyz or a waiver of Revyz’s right to terminate this Agreement in accordance with its terms.

4. Equipment

  1. Customer shall, at its own cost and expense, provide all equipment, operating systems, and software (including Web browser) needed to use and access the Hosted Services in accordance with the technical requirements in Revyz’s documentation. Customer shall also provide, at its own cost and expense, all connections from its computer systems to the Hosted Services. 

5. Confidentiality

  1.  A party (the “Disclosing Party” may disclose any information that is proprietary, non-public, or confidential(collectively, "Confidential Information") to the other party (the “Receiving Party”).  In addition, during the term of this Agreement the Disclosing Party may also disclose to the Receiving Party certain other Confidential Information. The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and will use its best efforts to protect it. The Receiving Party will use such Confidential Information for the sole purpose of performing its obligations under this Agreement.  The Receiving Party will not disclose Confidential Information to any person other than, in the case of a Receiving Party that is an entity, employees and independent contractors of the Receiving Party who need to know such Confidential Information in order to carry out the terms of this Agreement and who are bound by a written confidentiality agreement with the Receiving Party that is consistent with the protections of such Confidential Information than this Agreement.  Upon reasonable request of the Disclosing Party, the Receiving Party will provide the Disclosing Party with reasonable evidence of such written confidentiality agreement.  Upon termination of this Agreement, the Receiving Party will either return to Disclosing Party all Confidential Information in its possession (including all copies) or will, at the Disclosing Party’s direction, destroy all Confidential Information (including all copies) and the Receiving Party (or in the case of a Receiving Party that is an entity, an officer of the Receiving Party) will certify its destruction to the Disclosing Party. The foregoing obligations of confidentiality and non-use will not apply to any Confidential Information that the Receiving Party can show, by competent evidence: (a) is publicly known at the time of disclosure or enters the public domain following disclosure through no fault of the Receiving Party; or (b) the Receiving Party can demonstrate was already in its possession without restriction prior to disclosure under this Agreement.  The Receiving Party may disclose Confidential Information upon the order of any competent court or government agency, provided that, prior to such disclosure the Receiving Party will, unless prohibited by law, inform the Disclosing Party of such an order and provide the Disclosing Party with reasonable assistance to prevent or limit such disclosure. The Receiving Party agrees that its obligations under this Article are necessary and reasonable in order to protect the Disclosing Party and its business, and that monetary damages would be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of such obligations.  Accordingly, the Receiving Party agrees and acknowledges that any such breach or threatened breach will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available at law, in equity or otherwise, the Disclosing Party will be entitled to seek injunctive relief against the continued breach or threatened breach of the Receiving Party's obligations under this Section 5 without the necessity of proving actual damages. 

6. Mutual Representations and Warranties

  1. Each party has full corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated under this Agreement, and that entering this Agreement violates no contractual right of any third party; and

    1. this Agreement has been duly and validly executed and delivered by the parties and constitutes the valid and binding agreement of the parties, enforceable against one another in accordance with its terms.

7. Disclaimer of Representations and Warranties

  1. Revyz warrants that during the term of the Agreement commencing on the Effective Date (the “Warranty Period”), that the Hosted Services (but expressly excluding any and all Improvements) will perform under normal operation substantially in accordance with Revyz’s Documentation for the Hosted Services in place as of the Effective Date when used as specified in that Documentation. Revyz shall have no obligations under this warranty if (a) the nonconformity is not reported to Revyz within thirty (30) days of discovery of any such deficiency, or (b) Customer’s use of the Hosted Services is not in accordance with this Agreement, the Documentation, and applicable law. Revyz’s sole obligation with respect to any breach of the foregoing warranty is to use commercially reasonable efforts to repair the Hosted Services and/or to refund any pro-rated fees for Hosted Services from the date Customer notifies Revyz of breach of this warranty. If Revyz is unable to remedy the nonconformities within a reasonable time, not to exceed thirty (30) days, Customer may terminate the license and this Agreement (subject to the survival of the provisions set forth in Section 2.4). Revyz will not be responsible or liable for any failure to meet the foregoing responsibilities or any other responsibilities in this Agreement caused, in whole or in part, by Customer’s systems or any hardware. 

    1. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 7.1, THE HOSTED SERVICES AND ANY MATERIALS PROVIDED BY OR ON BEHALF OF REVYZ ARE PROVIDED ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVYZ DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS OR IMPLIED.  NEITHER REVYZ NOR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR LICENSORS WARRANTS THAT THE HOSTED SERVICES WILL MEET CUSTOMER'S NEEDS, THAT ALL ERRORS WILL BE CORRECTED OR THAT DATA WILL NOT BE LOST.  REVYZ AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND LICENSORS MAKE NO WARRANTY, GUARANTEE OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF THE HOSTED SERVICES, OR ANY MATERIALS PROVIDED UNDER THIS AGREEMENT. Without limiting the generality of the foregoing, (a) Customer is solely responsible for reviewing and evaluating the accuracy and relevance of any information stored on, generated by or received through the Hosted Services, and (b) Revyz cannot guarantee and does not guarantee said accuracy.

8. Limits of Liability

  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT WITH RESPECT TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 (INDEMNITY), (B) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR (C) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY), THE CUMULATIVE AGGREGATE LIABILITY OF EITHER PARTY TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE FEES, IF ANY, PAID TO REVYZ FOR THE HOSTED SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING ANY DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN AGREED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS HELD UNENFORCEABLE FOR ANY OTHER REASON.

    1. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 8 WILL APPLY TO ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE, MISREPRESENTATION AND OTHER TORTS, AND LIABILITY BASED UPON THE PROVISIONS OF ANY PART OF THIS AGREEMENT AND ANY FEDERAL, STATE OR LOCAL LAW OR ORDINANCE.  THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL TERMS OF THIS AGREEMENT, AND THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THEIR INCLUSION.

9. Indemnity

  1. Subject to the indemnity process in Section 9.3 (below), Revyz will indemnify, defend, and hold harmless Customer from any and all claims, demands, suits, or proceedings brought against Customer by a third party alleging (a) that the Hosted Services, as provided by Revyz to Customer under this Agreement, infringe any patent, copyright, or trademark or misappropriate any trade secret of that third party (each, an “Infringement Claim”), or (b) Revyz’s use of Customer Data in violation of this Agreement, breach of its data security or data privacy obligations under this Agreement, or any violation of law by Revyz. Revyz will indemnify Customer for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, governmental fines, and amounts paid to a third party in accordance with a written settlement agreement signed by Revyz, in connection with an Infringement Claim. In the event any such Infringement Claim is brought, or in Revyz’ reasonable opinion is likely to be brought, Revyz may, at its option: (a) procure the right to permit Customer to continue use of the SaaS Service, (b) replace or modify the SaaS Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (c) if the foregoing options are not reasonably practicable, terminate the applicable order and repay to Customer any prepaid fees paid by Customer under such order to Revyz with respect to any period of time following the termination date. Notwithstanding the foregoing, Revyz shall have no liability for any Infringement Claim of any kind to the extent that it relates to (i) modification of the SaaS Service by a party other than Revyz, or (ii) use of the SaaS Service other than in accordance with the Documentation and this Agreement. The indemnification obligations set forth in this Section 9.1 are Customer’s exclusive remedy and Revyz’ sole liability with respect to Revyz’ infringement or misappropriation of third-party intellectual property rights of any kind.

  1. Subject to the indemnification process in Section 9.3 (directly below), Customer will defend Revyz from any and all claims, demands, suits, or proceedings brought against Revyz by a third party alleging a violation of a third party’s rights arising from the Customer’s provision of the Customer Data to Revyz or Revyz’ use of the Customer Data in connection with providing the Hosted Services to Customer in accordance with this Agreement. Customer will indemnify Revyz for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by Customer, in connection with an such claims, demands, suits, or proceedings.

  1. The party seeking indemnification under this Section 9 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide such prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend such claim is materially prejudiced by such failure), (b) give the Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the indemnitee regarding the defense or settlement of the claim.

10.  Notices

  1. Any notice required or permitted to be given under this Agreement will be in writing and deemed received by the party to whom it is addressed: (a) immediately, if delivered personally; (b) one (1) business day after dispatch by nationally recognized overnight courier; or (c) five (5) business days after dispatch by certified U.S. mail, postage prepaid and return receipt requested.  All notices will be sent to the Customer at the email address entered in the registration form. 

Notices to Revyz will be sent to:    

Revyz Inc.

35767 Hibiscus Ave,

Fremont, CA, 94536 

With copy to legal@revyz.io                            

11. General

  1. Neither party will be liable to the other party for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control (a “Force Majeure Event”). Performance times will be considered extended for a period of time equivalent to the time lost because of such delay.

  2. The parties may not assign or otherwise transfer its rights, duties or obligations under this Agreement to any other person, corporation or other entity without the express prior written approval of the other party; consent shall not be unreasonably withheld.  Any purported assignment or transfer that does not conform to the provisions hereof will be void.  Notwithstanding the foregoing, either party may assign or transfer this Agreement in its entirety (including all Orders), without consent of the other party, to its affiliate or to an acquirer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  3. This Agreement will be governed by the laws of the state of Delaware, without regard to any conflicts-of-law principle that would require or permit the application of the substantive law of any other jurisdiction.  Sole and exclusive jurisdiction and venue over any action, suit or proceeding arising out of or relating to this Agreement in any manner will lie in the United States District Court for the District of Delaware.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  Customer agrees to use the Hosted Services for the use identified in this Agreement. and the parties agree to use all Customer Data and the Hosted Services only for proper business purposes in accordance with all applicable federal, state, and local laws and regulations, including, without limitation, all laws and regulations respecting data privacy, international communications, foreign corrupt practices, the transfer of intellectual property, and the export and import of data and Hosted Services.

  4. If any provision of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part, for any reason), the remainder of this Agreement will remain in full force and effect without being impaired or invalidated in any way.

  5. The article and section titles and headings in this Agreement are intended solely for convenience of reference and are not intended to explain, modify or place any construction or limitation upon any provision of this Agreement.

  6. No representations or statements of any kind made by either party that are not expressly stated in this Agreement, a valid future executed agreement, or in any written amendment to this Agreement will be binding on such party.  This Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, oral or written, and all other communications between the parties relating to such subject matter.

  7. Nothing in this Agreement is intended to, or will, create any third-party beneficiaries, whether intended or incidental, and neither party will make any representations to the contrary.

  8. Neither party will be deemed to have waived any term, condition, or other provision hereof or to have consented to any breach hereof by the other party unless such waiver or consent is in writing and executed by a duly authorized representative of such party.  No consent by either party to, or waiver by either party of, a breach by the other party, whether such consent or waiver is express or implied, will constitute a consent to, waiver of or excuse for any different or subsequent breach.

  9. Nothing in this Agreement will be construed to make the parties partners, joint venturer's, representatives, or agents of each other, and neither party will represent to any third party that the parties have any such relationship.  The parties under this Agreement are acting in performance of this Agreement as independent contractors engaged in the operation of their respective businesses.  A party's employees, agents, or representatives are not employees or agents of the other party and are not entitled to any benefits offered by the other party, including, without limitation, wages, stock options, or profit sharing.  Neither party will be responsible for payment of workers' compensation, disability benefits, or unemployment insurance, or for withholding or paying employment-related taxes, for or with respect to the other party or its employees.

This Agreement is in the English language only, which language will be controlling in all respects, and all versions of this Agreement in any other language will be for accommodation only and will not be binding on the parties to this Agreement. All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, will be in the English language

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