SaaS Management Services Test Drive Agreement

BY CLICKING ON THE “ACCEPT” BUTTON OR BY ENROLLING IN OR USING THE SAILPOINT SAAS MANAGEMENT SERVICES, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (YOU OR CLIENT) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS SAILPOINT SAAS MANAGEMENT SERVICES TEST DRIVE AGREEMENT (AGREEMENT) WITH RESPECT TO THE SAILPOINT SAAS MANAGEMENT SERVICES PROVIDED BY OR ON BEHALF OF SAILPOINT TECHNOLOGIES, INC., INCLUDING THROUGH ITS AFFILIATED ENTITIES (collectively, SAILPOINT). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK “CANCEL”. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. THIS AGREEMENT GOVERNS YOUR USE OF SAILPOINT’S PLATFORM AND SERVICES DURING A TEST DRIVE PERIOD IN THE LENGTH AGREED BY YOU AND SAILPOINT. IF AND WHEN YOU ARE SUBJECT TO AN AGREEMENT THAT GOVERNS PAID ORDERS FOR SAILPOINT’S PLATFORM AND SERVICES, SUCH AGREEMENT SHALL THEREAFTER SUPERSEDE THIS AGREEMENT IN ALL RESPECTS WITH RESPECT TO SUCH PAID ORDERS. YOU REPRESENT THAT YOU HAVE AUTHORITY TO EXECUTING THIS AGREEMENT ON BEHALF OF THE COMPANY OR OTHER ENTITY YOU WORK FOR. THIS AGREEMENT INCORPORATES BY REFERENCE THE TERMS OF THE PRIVACY POLICY POSTED AT https://www.sailpoint.com/legal/privacy/ (PRIVACY POLICY).

DEFINITIONS.
Admin Account means the account that will have the authority to create and manage Authorized User (as defined below) accounts and that will be SailPoint’s point of contact for billing.
Client Usage Data means all information and usage data that is collected by the Services relating to Client or any of Client’s Authorized Users¸ including data regarding the use of third party software, such as financial terms for such third party software, performance history, and usage logs. Such information can be automatically collected through the Services or it can be directly added, created, uploaded, submitted, distributed, or posted to the Services by Client or any of Client’s Authorized Users.
Client Personal Data means all information provided or made available by Client relating to an identified or identifiable natural person.
Documentation means any user guide, help information and other documentation and information regarding the Services that is delivered by SailPoint to Client in electronic or other form, if any, including any updates to the same provided by SailPoint from time to time.
Hosted Service means the real-time website analytics service hosted by SailPoint and provided to Client from time to time. The Hosted Service includes any change, improvement, extension or other new version thereof that is developed or otherwise made available to Client.
Platform means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by SailPoint in providing the Services.
Services means the Platform, Hosted Service, and Documentation.
SERVICES.
1. Access and Account Setup. As part of the implementation process, Client will identify an administrative user name and password that will be used with SailPoint APIs to set up Client’s Admin Account. Client may use the Admin Account to create subaccounts for its users (each with unique login IDs and password) (each, an Authorized User). Client shall be responsible for the acts or omissions of its Authorized Users and any other person who accesses the Services using passwords or access procedures provided to or created by Client. SailPoint reserves the right to refuse registration of, or to cancel, the credentials of any Authorized User who violates the terms and conditions set forth in this Agreement. Client agrees to notify SailPoint immediately upon learning of any unauthorized use of Client’s Admin Account, the credentials of any Authorized User or any other breach of security. From time to time, SailPoint’s personnel may log in to the Services under Client’s Admin Account in order to maintain or improve the Services, including to provide Client assistance with technical or billing issues. Client hereby acknowledges and consents to such access.
2. Platform. Subject to the terms and conditions of this Agreement, SailPoint will use commercially reasonable efforts to provide the Services and implement and operate the Platform for Client. Subject to the terms and conditions of this Agreement, SailPoint grants Client a non-exclusive, non-sublicensable, non-transferable (except in accordance with Section 12.1), license to use and access the Services solely for Client’s internal business purposes. Client may use the Documentation solely in connection with the Services.
3. Modifications. SailPoint reserves the right to modify or discontinue the Services (in whole or in part) at any time without notice to Client.
RULES, ACKNOWLEDGMENTS AND RESPONSIBILITIES.
1. Rules and Acknowledgments. Client acknowledges that use of the Services is at Client’s own risk, and Client will be solely responsible for any damage or loss to Client, any Authorized User, or any other party resulting therefrom. SailPoint does not guarantee that the Services are or will continue to be available, accurate or error free, and Client acknowledges and agrees that SailPoint is not responsible for, and will have no liability in regards to, any disputes or interactions between Client and any user of the Services, any Authorized User or any other third party, and SailPoint shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection therewith, including without limitation for any use of or reliance on the Services.
2. Client Responsibilities. Client is responsible for all activities conducted by it or through the accounts of Authorized Users on the Services. Except for SailPoint’s obligations described in Section 4.2 (Privacy and Data Protection) and Section 6 (Confidentiality), Client shall: (a) have sole responsibility for the accuracy, quality, and legality of the Client Usage Data (including Client Personal Data contained therein) and the means by which Client acquired such Client Usage Data (including Client Personal Data contained therein) and the right to provide such Client Usage Data (including Client Personal Data contained therein) for the purposes of this Agreement (including ensuring the receipt of all permissions from individuals and other third parties as may be necessary in order to provide the Client Usage Data (including Client Personal Data contained therein) for the purposes contemplated in this Agreement); (b) be responsible for the security and confidentiality of Client’s and its Authorized Users’ account information; (c) be responsible for maintaining a back-up of all Client Usage Data; and (iv) prevent unauthorized access to, or use of, the Services, and notify SailPoint promptly of any such unauthorized access or use.
3. Compliance with Laws. Client shall comply with all applicable local, state, national, and foreign laws, rules, and regulations (Laws) in connection with its use of the Services, collection and other processing of all Client Usage Data (including Client Personal Data contained therein), and performance under this Agreement, including those laws related to employment, data privacy and protection, and international activities. Client acknowledges that SailPoint exercises no control over the Client Usage Data (including Client Personal Data contained therein) transmitted by Client or Authorized Users to or through the Services.
RESTRICTIONS.
1. Restrictions. Except as expressly permitted in this Agreement, Client shall not directly or indirectly (a) use any of SailPoint’s Confidential Information (defined below) or the Documentation to create any service, software, documentation or data that is similar to any aspect of the Services or Platform, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform of Services, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Services or Platform in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Platform or Services, (e) make the Platform or Services available to any person other than Authorized Users; (f) rent, lend, sell, sublicense or use the Platform or Services; (g) send or store in the Platform or Services any personal health information, credit card data, personal finance data, government issued identification numbers or other sensitive data which may be subject to the Health Insurance Portability and Accountability Act, Gramm-Leach Bliley Act, the Payment Card Industry Data Security Standards or similar laws; (h) send or store viruses, spyware, ransomware, timebombs, Trojan horses, or other harmful or malicious code, or files to or in connection with the Platform or Services; (i) send or store infringing, offensive, harassing or otherwise unlawful material in connection with the Platform or Services; (j) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Platform, Services or Documentation; (k) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; (l) exploit the Services or Platform in any unauthorized way whatsoever, including by trespassing or burdening network capacity; or (m) permit any third party to engage in any of the foregoing proscribed acts. Client may not access or use (or permit a third party to access or use) the Services for purposes of monitoring the availability, performance or functionality of the Services or form any other benchmarking or competitive purposes.
2. Privacy and Data Protection. Client will not disclose any Client Personal Data to SailPoint in the course of using the Services unless: (a) disclosure of such Client Personal Data is necessary for Client’s exploitation of the Services (e.g., name, email address, location, department or other information required for sign-up of an account on the Platform), (b) such Client Personal Data is collected by Client and disclosed to SailPoint pursuant to and in accordance with Client’s applicable privacy and employee policies, (c) Client’s disclosure of such Client Personal Data to SailPoint and SailPoint’s retention and use of such Client Personal Data by SailPoint as contemplated under this Agreement does not and will not violate any applicable Client privacy or employee policy or any applicable laws, and (d) such Client Personal Data does not include any information related to an individual under the age of thirteen or any personal health information or personal financial information. SailPoint will have no obligations or liability with respect to any Client Personal Data except as expressly set forth in this Agreement. Client agrees that any Client Personal Data accepted by SailPoint is accepted on behalf of Client, and Client will be responsible for any and all communications with individuals or other third parties arising from such retention and use. All Client Personal Data provided by Client or otherwise made available through the Platform or Services is subject to the Privacy Policy and, if applicable, a Data Processing Addendum entered into by and between Client and SailPoint (DPA). To the extent one is required, the DPA, as entered into between SailPoint and Client, shall apply where and only to the extent that SailPoint processes Client Personal Data on behalf of Client as a data processor in the course of providing the Platform and Services pursuant to this Agreement.
PROPRIETARY RIGHTS.
1. Ownership and Reservation of Rights in SailPoint Intellectual Property. SailPoint and its licensors own and, except for the limited rights expressly granted to Client pursuant to this Agreement, retain all right, title and interest in and to the Platform and the Services, including all modifications, derivative works, and feedback related thereto and intellectual property rights therein and all SailPoint trademarks, names, logos, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights of SailPoint. No rights are granted to Client under this Agreement other than as expressly set forth in this Agreement.
2. Rights in Client Usage Data. As between SailPoint and Client, Client owns the Client Usage Data. Client hereby grants and agrees to grant to SailPoint and its affiliates a limited-term, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, copy, transmit, display, and process the Client Usage Data (a) as reasonably necessary to provide the Platform and Services; (b) as necessary to monitor, modify and improve (including develop) SailPoint’s Platform and Services and (c) to create Aggregate Data and Analyses. For clarity, SailPoint’s use of any Client Personal Data contained within the Client Usage Data shall be subject to the additional restrictions and obligations set forth herein and in the Privacy Policy. SailPoint shall not disclose Client Usage Data except to (1) its third-party service providers subject to confidentiality and non-use restrictions with respect to such Client Usage Data; (2) present or future companies that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with SailPoint; and (3) in connection with an acquisition, merger, reorganization or sale of all or substantially all of SailPoint’s assets.
3. Client License Grant. Client hereby grants SailPoint a worldwide, non-exclusive, royalty-free license to access its computing systems and software to enable SailPoint to provide the Services to Client.
4. Feedback. Client grants SailPoint an exclusive, fully paid-up, royalty-free, worldwide, perpetual, irrevocable, sublicensable (through multiple layers), assignable, and transferable license to implement, use, modify, commercially exploit, and/or incorporate, without any compensation or notice to Client, any and all suggestions, recommendations or requests for correction, change, enhancement, or modification to the Platform or Service, and any other feedback, information and reports provided to SailPoint hereunder (collectively, Feedback). Client agrees to assist SailPoint, at SailPoint’s expense, in obtaining intellectual property protection for such Feedback, as SailPoint may reasonably request.
5. Aggregate Data. Client agrees that SailPoint is free to disclose aggregate measures of usage and performance based on Client Usage Data, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Services, including that it could have acquired performing the same or similar services for another client. Client further agrees that SailPoint shall have the right (a) to create anonymized compilations and analyses of any Client Usage Data (Aggregate Data), and (b) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data (Analyses). Once created pursuant to the preceding sentence, Aggregate Data and Analyses shall no longer be Client Usage Data and shall not be subject to the restrictions on use or disclosure applicable to Client Usage Data hereunder. SailPoint shall have exclusive ownership rights to, and the exclusive right to use and distribute, such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other clients and prospective clients of the Services; provided, however, that SailPoint shall not distribute Aggregate Data and Analyses in a manner that is identifiable as originating from Client without Client’s written consent.
Confidentiality.
1. Confidential Information. As used in this Agreement, Confidential Information means all proprietary, non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party), directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the Client Usage Data, terms of this Agreement, any order entered into hereunder, the Platform, Services and Documentation, business and marketing plans, technology and technical information, product designs, and business processes of either party.
2. Exclusions. Confidential Information does not include information that: (a) is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party; (b) is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that wasn’t bound by confidentiality obligations to the Disclosing Party at that time; or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party.
3. Restrictions. The Receiving Party shall not (a) use the Confidential Information of the Disclosing Party except to exercise its rights and perform its obligations under this Agreement or (b) disclose such Confidential Information to any third party, except those of its employees, service providers, agents, and representatives who are subject to confidentiality obligations at least as stringent as the obligations set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to protect the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, Client Usage Data may be disclosed by SailPoint as contemplated in Section 5.2.
4. Legally Compelled Disclosures. The Receiving Party may also disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
Payments. Your use of the Platform and the Services is provided free of charge during the test drive period. Following expiration of the test drive period, any further use of the Platform and Services will be conditioned upon your execution of paid order forms and corresponding terms. You must stop using the Platform and Services before the end of the test drive period in order to avoid being charged for the Platform and Services.
Warranty and Disclaimers.
1. Warranty. Client represents and warrants that (a) it has full power and authority, and has obtained any and all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder, (b) this Agreement is legally binding upon it and enforceable in accordance with its terms, and (c) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
2. Disclaimers. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SAILPOINT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, SAILPOINT HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Indemnification. Client shall defend, indemnify, and hold harmless SailPoint, its affiliates and each of its and their respective employees, contractors, directors, suppliers and representatives from all liabilities, costs, claims, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to Client’s use or misuse of, or access to, the Platform and the Services, violation of this Agreement, or infringement by Client, any Authorized User, or any third party Client allows to access the Platform and Services of any intellectual property or other right of any person or entity. SailPoint reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will assist and cooperate with SailPoint in asserting any available defenses and shall be responsible for all costs and expenses incurred by SailPoint in connection with its assumption of such defense.
Limitation of Liability. In no event shall SAILPOINT BE LIABLE CONCERNING THE SUBJECT MATTER OF this agreement, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) interruption OF USE, LOSS OR INACCURACY of data, loss oF OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, (C) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (D) damages, IN THE AGGREGATE, in excess of one thousand dollars ($1,000), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
Term and Termination. You may terminate your subscription (and this Agreement) at any time. To cancel your subscription, you must log in to your Admin Account. Any Client Usage Data obtained from you may be immediately deleted upon cancellation. This information cannot be recovered once your account is cancelled. SailPoint does not accept any liability for loss of such information due to account cancellation. SailPoint, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services for any reason at any time. Sections 1, 5, 6, 8, 9, 10, 11, and 12 shall survive any termination or expiration of this Agreement.
General Provisions.
1. Assignment. Neither party may assign this Agreement or otherwise transfer any right or obligation under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety to an acquirer of all or substantially all of the assets or equity of such party to which this Agreement relates, whether by merger, asset sale, or otherwise. In addition, either party may assign this Agreement in connection with a corporate reorganization. Any attempt by a party to assign or transfer its rights or obligations under this Agreement other than as permitted by this Section 12.1 shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
2. Notices. Except as otherwise expressly permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when personally delivered, or (c) one (1) business day after deposit for overnight delivery with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries.
3. Force Majeure Event. Neither party shall be liable to the other for any delay or failure to perform hereunder due to circumstances beyond such party’s reasonable control, including acts of God, acts of government, computer related attacks, hacking, or acts of terror, service disruptions involving hardware, software, or power systems not within such party’s possession or reasonable control (a Force Majeure Event).
4. Equitable Relief. The parties agree that a material breach of Section 4.1 (Restrictions), Section 5 (Proprietary Rights) or Section 6 (Confidentiality) would cause irreparable injury to the non-breaching party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching party shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
5. Entire Agreement. This Agreement together with the documents incorporated herein by reference contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous oral and written communications, representation, understandings, and agreements by the parties concerning the subject matter of this Agreement. No terms, provisions or conditions contained in any purchase order, sales confirmation, or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights or obligations of the parties under, or otherwise modify, Agreement. If there is any conflict between the terms of this Agreement and any ordering document with a reseller or referral partner, the terms of this Agreement shall control unless SailPoint and Client expressly agree otherwise in the applicable Order or other document signed by both parties by specific reference to this Section and the Section(s) of this Agreement that are modified. Where SailPoint is required to “click through” or otherwise accept any online terms as a condition to its provision or receipt of the Platform or Services, such terms are not binding and shall not be deemed to modify this Agreement. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision and a waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. If and when SailPoint and Client enter into a subsequent agreement to govern paid orders for SailPoint’s Platform and Services, such agreement shall thereafter supersede this Agreement in all respects with respect to such paid orders.
6. Government End User. If Client is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Client acknowledges that elements of the Service constitute software and documentation and are provided as “Commercial Items” and are being licensed to U.S. Government End User as “Commercial Computer Software,” in each case as defined in 48 C.F.R. 2.101, subject to the restrictions set forth in 48 C.F.R. 12.201, 12.211 and 12.212 and the terms of this Agreement. If licensed to any agency within the Department of Defense (“DOD”), the U.S. Government acquires a license to this Commercial Computer Software and/or Commercial Computer Software Documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3, and the restrictions set forth therein, of the DOD FAR Supplement (DFARS) and its successors. The use of the Platform and the Services by the U.S. Government End User constitutes acknowledgement of SailPoint’s proprietary rights in the Platform and the Services, and the Government End User shall only use the Platform and the Services as set forth in this Agreement. This Government End User Section 12.6 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.
7. Export Laws. Export laws of the United States and any other relevant local export laws apply to the Platform and the Services. Client agrees that such export laws govern its use of the Platform and the Services (including technical data) and any materials provided under this Agreement, and Client agrees to comply with all such export laws. Client agrees that no data, information, software programs, or other materials resulting from the Platform or the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
8. Independent Contractors; No Third-Party Beneficiaries. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. There are no third-party beneficiaries under this Agreement.
9. Governing Law; Attorneys’ Fees and Severability. This Agreement is governed by the laws of the State of New York, excluding any of its conflict of law principles that would apply laws of another jurisdiction. In any court action at law or equity, which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed.
10. Anti-Bribery; Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. If either party learns of any violation of the foregoing restriction, such party will use reasonable efforts to promptly notify the other party.
11. Interpretation. For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) unless otherwise specifically stated, the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; and (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.