Cloudamize Terms of Service

TERMS OF SERVICE EFFECTIVE AS OF August 30, 2018

THESE TERMS OF SERVICE, INCLUDING THE ORDER FORM THAT REFERENCES THESE TERMS OF SERVICE, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE (COLLECTIVELY, THE “TERMS”), ARE A BINDING LEGAL CONTRACT BETWEEN CLOUDAMIZE, INC. (“CLOUDAMIZE”), AND THE INDIVIDUAL OR LEGAL ENTITY WHO SUBSCRIBES TO OR PURCHASES THE CLOUDAMIZE PRODUCTS (“YOU” OR “YOUR”). BY CLICKING THE “I AGREE” BUTTON, BY EXECUTING AN ORDER FORM WITH AN AUTHORIZED RE-SELLER OR PARTNER OF CLOUDAMIZE, OR BY INSTALLING, ACCESSING OR USING THE CLOUDAMIZE PRODUCTS, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS. IF YOU DO SO ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF THAT LEGAL ENTITY.

THESE TERMS GOVERN YOUR USE OF ANY CLOUDAMIZE PRODUCTS AND ANY RELATED UPDATES AND WRITTEN DOCUMENTATION. YOUR CONTINUED USE OF CLOUDAMIZE PRODUCTS FOLLOWING MODIFICATION TO SUCH PRODUCTS OR THESE TERMS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE APPLICATION OF THE TERMS TO SUCH MODIFIED PRODUCTS OR THE MODIFIED TERMS. TO STAY INFORMED OF ANY CHANGES, PLEASE REVIEW THE MOST CURRENT VERSION OF THESE TERMS AT WWW.CLOUDAMIZE.COM/TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE CLOUDAMIZE PRODUCTS.

Cloudamize License Agreement

This Cloudamize License Agreement (the “Agreement”) governs you purchase, use, and access to the Cloudamize Services through our website. By purchasing the Cloudamize Services and clicking the box marked “Accept”, you agree to be bound by this Agreement on behalf of yourself as a user, or as an authorized representative, on behalf of your company, as it were. This Agreement is effective between the authorized individual or company (“You”, “Your”) and Cloudamize and its Affiliates (“Us”, “We”, “Our”) as of the date of Your accepting this Agreement.

1. DEFINITIONS
   1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
   2. “Agreement” means this Master Subscription Agreement.
   3. “Cloudamize Intellectual Property” means all of Our code, patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Our Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
   4. “Cloudamize Materials” means any software developed by Cloudamize and distributed to or accessed by you hereunder as well as any documentation relating to the Services.
   5. “Cloudamize Platform” means, collectively, the Cloudamize cloud services platform, any and all Cloudamize Intellectual Property or other materials related thereto, including the data and information relating thereto, but specifically excluding: (a) the underlying physical infrastructure which the Cloudamize Platform accesses and relies upon, (b) the infrastructure made available by a third party cloud infrastructure provider, and (c) Your In-Put Material which which utilizes or is available through the Cloudamize Platform.
   6. “In-Put Material” means all information and materials provided by You relating to the Our provision of the Services, including patents, trademarks, copyrights, trade secrets, computer software, documents, reports and specifications, and Your Data as defined below.
   7. “Integrated Services” means the Services, when combined, integrated, or otherwise used in conjunction with Your products or services and resold to a User, as defined below.
   8. “Losses” means costs, expenses, losses, damages, and liabilities, including reasonable attorneys’ fees, stemming from any and all third party claim, action, suit, proceeding, judgment, or settlement.
   9. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
   10. “Order Form” means a document detailing the commercial or purchase specifications of a particular sale by You from Cloudamize. By entering into an Order Form on this site, You agree to the terms of this Agreement.
   11. “Services” means the Cloudamize products and services purchased by You through an Order Form, and includes the Cloudamize Platform and Cloudamize Materials.
   12. “User” means, one of the following: (i) an individual purchasing and using the Services on his or her own behalf; or (ii) a customer or end-user of the Services who purchases the Services through You, a company/entity; or (iii) a customer or end-user of the Integrated Services, as resold by You.
   13. “Your Data” means any and all data, content or information entered into, transmitted through, or stored on the Services by You or Your Users, or otherwise made available or accessible to Cloudamize by You or Your Users.
2. LICENSE
   1. Cloudamize hereby grants to Partner a worldwide, non-exclusive, non-transferable, non-sublicensable, license to: (i) use the Services; (ii) incorporate the Services into the Integrated Services; (iii) resell the Services or Integrated Services; and/or; (iv) market the Services or Integrated Services to Users. The type of license shall be specified in Your Order Form.
3. CLOUDAMIZE RESPONSIBILITIES
   1. Provision of the Services. Cloudamize will: (i) make the Services, Cloudamize Materials, and Cloudamize Platform available to You pursuant to this Agreement and any applicable Order Forms; and (ii) provide Our applicable level of standard support for the Services to You at no additional charge, and/or upgraded support if purchased; and (iii) offer appropriate promotional materials with respect to the Services to allow You or Your Users to use, market, sell, or resell the Services or Integrated Services.
   2. Our Support. We will provide support pursuant to our Service Level Agreement, available here: https://support.cloudamize.com/hc/en-us/articles/115004436008-Support-Offerings-and-SLA, as may be amended by Us from time to time, and as may be detailed in Your Order Form.
   3. Your In-Put Material. We will maintain appropriate physical and technical safeguards for protection of the security, confidentiality and integrity of any of Your Data included in Your In-Put Materials. We will not use or disclose any of Your Data, other than as necessary in the provision of the Services pursuant to this Agreement.
   4. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
4. YOUR RESPONSIBILITIES
   1. Promotion and Support. You agree to use reasonable commercial efforts to market, sell, or resell the Services or Integrated Services, as it were.
   2. Resale. You will only sell the Services or Integrated Services to Users who agree to be bound by all terms and obligations contained in this Agreement.
   3. Non-Solicitation. You will not during the Term of this Agreement and for one year thereafter, directly or indirectly, refer, solicit, sell to or encourage or cause any current customer of Cloudamize to stop, alter or reduce such customer’s use of the Services, or any other product or services supplied or provided by Cloudamize.
   4. Integrated Services. If You are offering for sale any Integrated Services, You will be solely responsible for providing the Integrated Services, and shall be solely liable for any and all Losses incurred by Cloudamize resulting from any User’s user or misuse of the Integrated Services. You also agree that any Integrated Services will be consistent with the quality and any standards of Our Services, and that any Integrated Services shall not damage or tarnish the goodwill, brand, or reputation of Cloudamize and Our Services. You will provide any Integrated Services in compliance with all applicable laws, rules, and regulations. You warrant that the Integrated Services will not infringe the intellectual property or privacy rights of any third party.
5. USE OF THE SERVICES
   1. Your Responsibilities. You will: (i) be responsible for Your or for Your Users’ agreement to and compliance with this Agreement, and any applicable Order Forms, (ii) be responsible for the accuracy, quality and legality of Your In-Put Material, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, Cloudamize Materials, and Cloudamize Platform and notify Cloudamize as soon as possible of any such unauthorized access or use, (iv) use the Services only in accordance with this Agreement, any Order Forms, and any other attachments or amendments thereto, and (v) comply with all applicable laws and regulations.
   2. Usage Restrictions. You may not: (i) make the Services available to anyone outside of the necessary personnel within Your company, or Your Users, as it were; (ii) sell, resell, license, sublicense, distribute or otherwise make the Services available to any third parties, other than any license rights expressly granted in Your Order Form or this Agreement, or grant or attempt to grant any User or third party such rights; (iii) use the Services to upload, transmit, store, or share any information or materials that infringes the intellectual property or privacy rights of a third party, or information or material that is unlawful; (iv) use the Services to transmit any Malicious Code; (v) attempt to gain, or assist another party’s attempt to gain, unauthorized access to the Services; (vi) copy, modify, or create derivative works of the Services or any of the Cloudamize Intellectual Property, other than as expressly permitted under this Agreement or an Order Form, (vii) modify, copy, or create derivative works based on the Services, or (viii) build a competitive product to the Services. Any violation of these restrictions shall be considered a material breach of this Agreement.
6. DATA PROTECTION
   1. Both parties agree to comply with all applicable data protection laws, rules, and regulations.
   2. If applicable, both parties agree that the Cloudamize Data Protection Exhibit, available at https://www.cloudamize.com/data-protection, shall apply to the control, processing, and use of any of Your Data under this Agreement or any Order Form.
7. BILLING AND PAYMENT
   1. Fees. You will pay all fees and costs specified in an Order Form. You must notify Us of any disputed charges within ten (10) business days from the receipt of any invoice, otherwise You agree to the fees set forth in that invoice, and waive the right to dispute such fees. You will make payments using the method agreed to in the Order Form. If You and Cloudamize have a separately negotiated Order Form or Statement of Work, the pricing in such Order Form or Statement of Work will supersede the standard pricing available through this website.
   2. Taxes and Withholding. You are be solely responsible for any applicable VAT, sales, use or any other taxes payable under, or arising out of, or in connection with, this Agreement.
   3. Unpaid Amounts. Unpaid amounts will be subject to a monthly late fee of 1.5% of the outstanding balance, or the maximum legally allowable interest rate, whichever is lower. If an invoice is not paid in full, or disputed pursuant to the method set forth above, within 30 days from the due date on such invoice, Cloudamize has the right to suspend Your access to and use of the Services. Once You have paid any outstanding amounts, We may reinstate any access, use, sale, or resale rights under this Agreement and Your Order Form.
   4. Price Changes. Pricing for the Services is subject to change upon 30 days’ notice by Us. Any changes to Our prices shall not affect amounts already paid by You.
8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
   1. Cloudamize Intellectual Property Rights. Subject to the limited rights and license expressly granted in this Agreement, We and Our Affiliates, and Our licensors reserve all right, title and interest in and to the Cloudamize Intellectual Property, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You may access the Cloudamize Intellectual Property only pursuant to the license set forth in this Agreement.
   2. Your Intellectual Property Rights. You retain all right, title, and interest in your In-Put Materials, other than the license granted under this Agreement, allowing Us to use and access any In-Put Materials as necessary to provide the Services and meet our obligations under this Agreement and any Order Form.
   3. Feedback. You grant Us and our Affiliates the worldwide, perpetual, and irrevocable royalty-free license to use and incorporate into Our or Our Affiliates’ Services any correction or feedback provided by You or Your Users relating to the use or operation or the Services.
   4. Marketing Materials. The Parties both agree and acknowledge that any marketing, support, or technical materials shared by a Party in performance of this Agreement shall be owned by the sharing party, and no right title, or interest in such materials shall be transferred. Neither party shall modify any marketing, support, or technical materials provided by the other party.
   5. Brand Materials. Neither party shall use or display the other party’s trademark, design mark, logo, or other branding material or information, and any goodwill associated with such materials (the “Marks”) without the written consent of the other party. No right, title, or interest in the Marks shall transfer from one party to the other under this Agreement, other than any limited license to use the Marks, as agreed by the parties.
   6. No Other Rights Granted Except as explicitly set forth in this Agreement, the parties agree and acknowledge that neither party is granted any license, express or implied, to or under any intellectual property rights of the other party.
9. TERM AND TERMINATION
   1. Term. This Agreement shall continue until terminated by either party (the “Term”).
   2. Surrender of Materials. Upon termination of this Agreement, You will return or destroy (at Our option) any copies of the Cloudamize Intellectual Property, Marks, Cloudamize Materials, or any access thereto to Us. We will return or destroy (at Your option) any copies of the In-Put Materials or Your Marks. Notwithstanding anything to the contrary herein, the parties may keep copies of any materials, data, or other information beyond the Term of this Agreement only as necessary to comply with applicable legal or regulatory requirements.
   3. Termination. This Agreement may be terminated: (i) by either party for any reason on 30 days’ written notice to the other party; (ii) immediately by mutual agreement of the parties; or (iii) on notice of one party, if the other party is in material breach of this Agreement, provided that following such notice of a material breach, the breaching party shall have 14 days from receipt of the notice to cure such breach; (iv) immediately in the event that either party commences a liquidation or dissolution or becomes the subject of a bankruptcy or insolvency proceeding, by the Party not commencing the liquidation, dissolution or bankruptcy/insolvency proceeding, or (v) by Us if You or any of Your Users breaches any term or condition set forth in this Agreement, or if We reasonably believe that any such breach is threatened by You or Your Users.
   4. Post-Termination Obligations. Any termination of this Agreement shall not relieve either party from any obligations hereunder due and owing prior to termination of this Agreement. Upon any termination of this Agreement: (i) all rights and licenses granted to You, including, but not limited to, all rights and licenses of You to resell the Services or Integrated Services, shall immediately terminate and be revoked; (ii) You shall promptly destroy or purge any and all Services and Cloudamize Intellectual Property from all media in Your possession or under Your custody or control on which any of the Services and Cloudamize Intellectual Property are stored; (iii) each party will return or destroy the other parties’ Confidential Information (as defined below) and, upon request, certify the above in writing to the other party; and (iv) You will cease including or incorporating Services in any Integrated Services.
10. CONFIDENTIALITY
    1. One party, any of its Affiliates or third party contractors (or those of its group companies) (the "Discloser"), may disclose to the other party, any of its group companies, agents or third party contractors (or those of its group companies) (the "Receiver") information relating to the performance of this Agreement that the Discloser considers confidential ("Confidential Information"). Confidential Information may include but is not limited to any information that would be regarded as confidential by a reasonable business person relating to the technical, financial, marketing, staffing and business plans and information, strategic information, proposals, requests for proposals, specifications, drawings, prices, costs, User information, procedures, proposed products, processes, business systems, software programs, techniques, services and a variety of other information and materials.
    2. Receiver may only use Confidential Information as necessary to fulfill its obligations under this Agreement and any Order Form. Receiver shall protect Confidential Information and prevent any unauthorised use or disclosure of Confidential Information. Receiver shall notify the Discloser promptly in writing of any misuse or misappropriation of Confidential Information which may come to its attention. Receiver may only share Confidential Information with its group companies, employees, agents or third party contractors (or those of its group companies) ("Personnel") who need to know it in connection with the Agreement or Order Form. Both parties shall each ensure that their Personnel: (i) keep the Confidential Information confidential under an obligation of confidentiality consistent with the terms of this NDA and only use it for the purposes of this Agreement and any Order Form hereunder.
    3. Confidential Information does not include information that: (a) was known to Receiver without restriction before receipt from Discloser; (b) is publicly available through no fault of Receiver; (c) is lawfully received by Receiver from a third party without a duty of confidentiality; or (d) is independently developed by Receiver without use of or reference to the Discloser’s Confidential Information. A party may disclose Confidential Information when compelled to do so by law provided that it gives reasonable prior notice to the other party, unless a court orders that such notice is forbidden.
    4. Notwithstanding anything to the contrary in this Agreement, the Receiver agrees that its obligations hereunder are necessary and reasonable to protect the Discloser, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any obligation set out in this NDA. The Receiver agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain such injunctive relief as may be deemed proper by a competent court against the threatened or actual breach of this NDA or the continuation of any such breach.
11. LIMITED WARRANTIES, LIMITATION OF LIABILITY, AND DISCLAIMERS
    1. YOU UNDERSTAND AND AGREE THAT OUR SERVICES, THE CLOUDAMIZE MATERIALS, MARKS, AND CLOUDAMIZE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO SUCH PRODUCTS, MATERIALS AND TRADEMARKS.
    2. LIMITATION OF LIABILITY. EXCEPT FOR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS (INCLUDING PARTNER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE TERMS OF SERVICE), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING COST OF COVER, LOST PROFITS, LOST GOODWILL, LOST USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR OTHER PROPERTY, LOSS OR IMPAIRMENT OF DATA OR SOFTWARE, OR OTHERWISE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID AND CANNOT BE LIMITED BY CONTRACT, THE PARTIES AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES AND THAT EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM IN CONTRACT, TORT, FOR INDEMNIFICATION OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO CLOUDAMIZE UNDER AN APPLICABLE ORDER FORM STEMMING FROM THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
12. INDEMNIFICATION
    1. Indemnification by Us. Cloudamize will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the Services infringe that third party’s intellectual property rights, and will indemnify You from any Losses finally awarded against You as a result of a settlement approved by Us in writing of, or a claim against You, provided that You (i) notify Us in writing of such a claim as soon as practicable; (ii) give Cloudamize sole control over the defense and settlement of such a claim; and (iii) provide Us reasonable assistance in addressing such a claim. If We become aware of any infringement claim related to the Services, We may, in Our sole discretion and at no cost to You: (x) modify the Services so that they are no longer claimed to infringe, (y) obtain a license for You to use the Services pursuant to this Agreement, or (z) terminate this Agreement and/or any affected Order Form on 30 days’ written notice and provide a pro-rata refund to You for the affected Services. We will have no obligation to indemnify you if: (1) the claim against You arises from the use of our Services in combination with any products, software, or services provided by a third party; (2) if the claim against You arises out of any use of the Services that violates this Agreement; or (3) if the claim against You arises out of any modification or alteration of the Services performed by You or at Your direction.
    2. Indemnification by You. You will defend Us and Our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party: (i) alleging that any of Your In-Put Materials or use of Your In-Put Materials with our Services infringes that third party’s intellectual property rights, or (ii) arising from Your use of the Services in an unlawful manner or in violation of this Agreement or Order Form, provided that We: (x) notify You in writing of such a claim as soon as practicable; (y) give You sole control over the defense and settlement of such a claim; and (iii) provide You reasonable assistance in addressing such a claim.
    3. Exclusive Remedy. This Section 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.
13. MISCELLANEOUS
    1. Compliance with Law. Both parties represent that they shall comply with all applicable laws, rules, and regulations.
    2. Export Regulations. You acknowledge that the Services are subject to controls under applicable export laws and agree that You will not and shall not permit any User to export or re-export the Services in any form in violation of the export laws of any jurisdiction. You agree that unless prior authorization is obtained from the U.S. Department of Commerce, neither You nor Your Affiliates shall export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the Export Administration Regulations of the U.S. Department of Commerce (“EAR”)), received from Us, or export, re-export, or release, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or direct product is prohibited by EAR. You furnish the assurances provided herein to Us in compliance with Part 740 (Technology and Software Under Restriction) of the EAR. You further agree to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data, software or software source code acquired from Us under this contract or any direct product of such technical data, software or software source code. Accordingly, You shall not sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data, software or software source code directly or indirectly to any person, firm, entity, country or countries prohibited by any U.S. or applicable non-U.S. laws. Further, You shall provide notice of the need to comply with such laws and regulations to any person, firm or entity which it has reason to believe is obtaining any such product, technical data, software or software source code from Partner with the intention of exportation. You shall secure, at its own expense, such licenses and export and import documents as are necessary for You to fulfill Your obligations under this Agreement. If government approvals cannot be obtained, We may terminate, cancel or otherwise be excused from performing any obligations it may have under this Agreement. Any product export classification made by Us shall be for Our internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such product or whether an export license or other documentation is required for the exportation of such product.
    3. Force Majeure. Neither Party shall be liable for delays and/or defaults in its performance under this Agreement due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing: acts of god, fire or explosion, flood, telecommunication system failure, war, acts of or acts terrorism, or any other cause beyond a party’s reasonable control.
    4. Audit Rights. You will keep accurate records in the normal course relating to this Agreement, including regarding amounts charged to Users. Cloudamize may, no more than once per year of the Term, request access to copies of any such records. In the event such audit discloses non-compliance with the Agreement, without limiting any other remedy hereunder, You shall promptly pay to Us the appropriate fees, plus the reasonable cost of conducting the audit.
    5. Waiver. The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, shall not constitute the permanent waiver of any term or condition of this Agreement.
    6. Assignment. Neither party may assign or transfer any right, obligations or duty, in whole or in part, or any other interest hereunder without the written consent of the other party, except that Cloudamize may freely assign the Agreement to an Affiliate or successor by merger, reorganization, consolidation or sale of some or all of its assets, without the prior written consent of the other Partner.
    7. Severability. Should any part, term or provision of this Agreement or any Order Form be declared invalid, void or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with all terms and provisions remaining in full force and effect.
    8. Notices. All notices, requests, demands or other communications required or permitted to be given to any of the parties to this Agreement shall be in writing and shall be deemed to have been sufficiently given, subject to the further provisions of this Section, for all purposes when hand delivered personally to such party or when sent by Federal Express, UPS or any other national overnight delivery service, with proper charges prepaid, or when sent by email or fax (upon confirmation of receipt), and addressed to the party to be notified at such part’s address or fax number as set forth in this Agreement or any Order Form. Such notice shall be deemed to be received when delivered if delivered personally or the next business day after the date sent if sent by a national overnight delivery service. Any notice of any change in address shall also be given in the manner set forth above.
    9. Applicable Law. This Agreement shall be governed by the laws of the State of New York without regard to its choice of law provisions.
    10. Third Party Beneficiary. Except for a party’s respective beneficiaries of the other party’s indemnification obligations set forth above hereunder, no provision of this Agreement will in any way inure to the benefit of any third person (including the public, at large) so as to constitute any such person a third-party beneficiary of the Agreement or any of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto.
    11. Entire Agreement. The Agreement and any Order Form, as amended from time to time, constitutes the entire agreement between the parties with regard to the subject matter herein.
    12. Survival. All provisions that logically ought to survive termination of this agreement shall survive.