The following Growth Protocol Terms & Conditions shall govern the relationship between Growth Protocol, Inc. (“Company”), and any client or user of any Company products or services (“Client”) (each a “Party” and collectively, the “Parties” )and describes and sets forth the general legal terms governing the relationship between the Parties as to any Company products or Services provided or to be provided to Client (the “T&Cs” and collectively with any Order Form, the “Agreement” ). In the event of any conflict between an Order Form and the T&Cs, the T&Cs shall prevail unless the Order Form expressly provides that it is modifying these terms with respect to such agreement.
1. Definitions
1.1 Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.2 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Client or any Authorized Users to access the Company Solution.
1.3 "Authorized User" means Client’s employees who are authorized to access the Company Solution pursuant to Client’s rights under the Agreement.
1.4 "Client Content" means any content and information provided or submitted by, or on behalf of, Client or its Authorized Users for use with the Services.
1.5 "Company Solution" means Company’s hosted application and/or its components, as described in an Order Form, that Authorized Users access through a web interface.
1.6 "Documentation" means the technical materials provided by Company to Client describing the use and operation of the Company Solution.
1.7 "Error" means a reproducible failure of the Company Solution to substantially conform to the Documentation.
1.8 "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.9 "Order Form" means an order form concerning products and services provided to Client by Company and is signed by both Parties and references the T&Cs.
1.10 "Professional Services" means professional services provided by Company to Client as described in an Order Form (defined in Section 5).
1.11 "Reports" means results, predictions, and reports generated for Client through the use of the Services.
1.12 "Services" means any services provided by Company to Client under the Agreement as set forth in an Order Form, including, but not limited to, provision of the Company Solution and Professional Services.
2. Provision Of Services
2.1 Access
Subject to Client’s payment of the Fees (as defined in Section 4.1), Company will provide Client with access to the Company Solution and the Services. On or as soon as reasonably practicable after the Effective Date, the Parties will work together to coordinate the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Client and its Authorized Users to access the Company Solution in accordance with the Access Protocols. Client will ensure that only Authorized Users will access the Company Solution. Client is responsible for maintaining the confidentiality of its Access Protocols, and is solely responsible for all activities that occur through the use thereof. Except for any third-party user that Company authorizes to access the Company Solution and the Services (each an "Authorized Third Party User"), Client agrees (a) not to allow a third party to use its account, username or password at any time, and (b) to notify Company promptly of any actual or suspected unauthorized use of Client’s account, username or password. Company reserves the right to change or update the Access Protocols in Company’s sole discretion from time to time. Company also reserves the right to suspend or terminate any username and password, or other method of Client access, that Company reasonably determines may have been used by an unauthorized third party.
2.2 Support Services
Subject to the terms and conditions of the Agreement, Company will (a) provide support for the use of the Company Solution to Client, and (b) keep the Company Solution operational and available to Client, in each case in accordance with its standard policies and procedures, as set forth in the Company Service Level Agreement ("SLA").
2.3 Hosting
Company will, at its own expense, provide for the hosting of the Company Solution, provided that nothing herein will be construed to require Company to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Client or any Authorized User or Authorized Third Party User to access the Company Solution from the Internet.
3. Company Solution
3.1 Use
Subject to the terms and conditions of the Agreement, Company will make the Company Solution available to Client solely for Client’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form. Client can access and use (a) the Company Solution in accordance with the Documentation, and (b) the Documentation solely to support Client’s use of the Company Solution. Client may permit any Authorized Users to access and use the features and functions of the Company Solution as contemplated by the Agreement. Client acknowledges and agrees that the Reports provided hereunder by Company are purely predictive in nature and that Company does not guarantee results, provide financial or accounting advice or make revenue recognition or other accounting decisions. Client is solely responsible for its financial decisions and accounting determinations based thereon.
3.2 Multiple logins
The Agreement shall prohibit users from sharing their login credentials with any other individual or entity and shall limit access to the software to a single user at any given time. The Company shall have the right to immediately terminate the license agreement in the event that multiple logins are detected.
3.3 Subsidiaries
The Client shall have the right to assign or transfer users between any companies in which it holds a minimum of 51% ownership, provided that the recipient company agrees to be bound by the terms of the software license agreement. Any such assignment or transfer shall not relieve the client of its obligations under the license agreement, and the Client shall remain liable for any breaches by the recipient company.
3.4 Restrictions
Client will not, and will not permit any Authorized User, Authorized Third Party User or other party to: (a) allow any third party to access the Company Solution, Reports or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Company Solution, Reports or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Company Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Company Solution, except as permitted by law; (e) interfere in any manner with the operation of the Company Solution or the hardware and network used to operate the Company Solution; (f) modify, copy or make derivative works based on any part of the Company Solution or Documentation; (g) access or use the Company Solution to build a similar or competitive product or service; (h) attempt to access the Company Solution through any unapproved interface; (h) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Company Solution; or (i) otherwise use the Company Solution, Reports, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, Order Form or the Agreement. Client will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Company or its licensors on the Report or any copies thereof. Except as permitted by the Agreement, no part of the Company Solution may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Client agrees not to access the Company Solution by any means other than through the interfaces that are provided by the Company. Client shall not do any “mirroring” or “framing” of any part of the Company Solution, or create Internet links to the Company Solution which include log-in information, usernames, passwords, and/or secure cookies. Client shall ensure that all access and use of the Company Solution by Authorized Users and Authorized Third Party Users is in accordance with the terms and conditions of the Agreement. Any action or breach by any of such Authorized User shall be deemed an action or breach by Client.
3.5 Suspension
Company may suspend access to the Company Solution immediately upon notice if Company reasonably concludes that Client’s use of the Company Solution (i) poses a security risk to the Company Solution or any third party, (ii) could adversely impact Company’s systems, the Company Solution or the systems or content of any other Company client, (iii) could subject Company, its affiliates, or any third party to liability, or (iv) could be fraudulent. In the event that Company suspends access to the Company Solution, Company will use commercially reasonable efforts to limit the suspension to the offending portion of the Company Solution and work with Client to resolve the issues causing the suspension. Client agrees that Company shall not be liable to Client for any suspension under such circumstances as described in this Section. Any suspension hereunder shall not excuse Client from Client’s obligation to make payments under the Agreement.
3.6 Ownership
The Company Solution and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers. All rights in and to the Company Solution and Documentation not expressly granted to Client in the Agreement are reserved by Company and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding the Company Solution or Documentation, or any part thereof. The Company’s service marks, logos and product and service names are marks of the Company (the “Company Marks” ). Client agrees not to display or use the Company Marks in any manner without the Company’s express prior written permission.
3.7 Use of Reports
Subject to the terms and conditions of the Agreement, Company grants Client a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 11.5), non-sublicensable license to use the Reports solely for Client’s internal business purposes.
3.8 Feedback
Client hereby grants to Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Authorized Users, relating to the Services. Company will not identify Client as the source of any such feedback.
4. Fees And Expenses; Payments
4.1 Fees
In consideration for the access rights granted to Client and the Services performed by Company under the Agreement, Client will pay to Company the fees set forth in the Order Form, along with the Professional Services Fees set forth in any applicable Order Form (collectively, “Fees”). Except as otherwise provided in an Order Form, all Fees are due and payable within thirty (30) days of the date of the invoice. Company reserves the right to modify the Fees payable hereunder upon written notice to Client at least ninety (90) days prior to the end of the then-current term. Company will be reimbursed only for expenses that are expressly provided for in an Order Form or that have been approved in advance in writing by Client, provided Company has furnished such documentation for authorized expenses as Client may reasonably request. Company reserves the right (in addition to any other rights or remedies Company may have) to discontinue the Company Solution and suspend all Authorized Users’ and Client’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Client will maintain complete, accurate and up-to-date Client billing and contact information at all times.
4.2 Taxes
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Client will be responsible for payment of all such taxes (other than taxes based on Company’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Company Solution to Client. Client will make all payments of Fees to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Company will be Client’s sole responsibility, and Client will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as the Company may reasonably request, to establish that such taxes have been paid.
4.3 Interest
Any amounts not paid when due will bear interest at the rate of one-and-one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
5. Professional Services
Where the Parties have agreed to Company’s provision of Professional Services, the details of such Professional Services will be set out in a mutually executed Order Form. Such Order Form will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the fees applicable for the performance of the Professional Services. Each will incorporate the terms and conditions of the Agreement.
6. Warranties And Disclaimers
6.1 Limited Warranty
Company represents and warrants that it will provide the Services and perform its other obligations under the Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Client notifies Company in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Company will, as Client’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach or, at Company’s option, refund the fees paid by Client for the Services which gave rise to the breach. Company further warrants to Client that Company will use commercially reasonable efforts to operate the Company Solution free from Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the Company Solution not in accordance with the Agreement or as specified in the Documentation; (b) any use of the Company Solution in combination with other products, equipment, software or data not supplied by Company; or (c) any modification of the Company Solution by any person other than Company or its authorized agents. Provided that Client notifies Company in writing of any breach of the foregoing warranty during the Term, Company will, as Client’s sole and exclusive remedy, provide the support described in Section 2.2.
6.2 Disclaimer
THE LIMITED WARRANTY SET FORTH IN SECTION 6.1 IS MADE FOR THE BENEFIT OF CLIENT ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, REPORTS AND DOCUMENTATION ARE PROVIDED “AS IS,” AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE COMPANY SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY SHALL NOT BE RESPONSIBLE FOR, AND IS EXPRESSLY RELIEVED OF RESPONSIBILITY FOR ITS REASONABLE RELIANCE ON, ANY INACCURATE OR INCOMPLETE CONTENT PROVIDED TO IT HEREUNDER. THE COMPANY SOLUTION MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER COMMUNICATIONS PROBLEMS INHERENT IN THE USE OF THE INTERNET, AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
6.3 ACKNOWLEDGEMENT
Client represents and warrants that it is a sophisticated and experienced investor, and expressly acknowledges and agrees that the Services are designed for participation by persons familiar with the business that the Company Solution covers. Any material or information being provided as part of the Services or in connection with the Agreement is not intended to serve as the sole basis for evaluating any transaction or other matter. Prior to entering into any transaction, Client should independently determine the economic risks and merits, as well as the financial, investment, legal, tax and accounting characterizations and consequences for Client, of any such transaction. Company is not acting in any capacity as a fiduciary to Client.
7. Limitation Of Liability
7.1 Types of Damages
EXCEPT WITH RESPECT TO A CLAIM FOR BREACH OF SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OF ANY KIND, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
7.2 Amount of Damages
THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL COMPANY’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE CLIENT’S OBLIGATION TO PAY FEES OWED TO COMPANY HEREUNDER OR BREACHES OF SECTION 3.2 OR 9, OR LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS, OR FOR DEATH OR PERSONAL INJURY.
7.3 Basis of the Bargain
The Parties agree that the limitations of liability set forth in this Section 7 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
8. Confidentiality
8.1 Confidential Information
“Confidential Information” means any nonpublic information of a Party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving Party (the “Receiving Party”) knows or, based on reasonable business judgment, should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company. The confidentiality terms set forth herein shall replace and supersede any prior non-disclosure agreement entered into between the Parties or their predecessors.
8.2 Protection of Confidential Information
The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party except as expressly permitted under the Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Client) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Company). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of the Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under the Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
8.3 Exceptions
The confidentiality obligations set forth in Section 8.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under the Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
9. Indemnification
9.1 By Company
Company will defend at its expense any suit brought against Client, and will pay any settlement Company makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Company Solution infringes such third party’s patents, copyrights or trade secret rights under the applicable laws of any jurisdiction within the United States of America. If any portion of the Company Solution becomes, or in Company’s opinion is likely to become, the subject of a claim of infringement, Company may, at Company’s option: (a) procure for Client the right to continue using the Company Solution; (b) replace the Company Solution with non-infringing software or services which do not materially impair the functionality of the Company Solution; (c) modify the Company Solution so that it becomes non-infringing; or (d) terminate the Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Client will immediately cease all use of the Company Solution and Documentation. Notwithstanding the foregoing, Company will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon (i) any use of the Company Solution not in accordance with the Agreement or as specified in the Documentation; (ii) any use of the Company Solution in combination with other products, equipment, software or data not supplied by Company; or (iii) any modification of the Company Solution by any person other than Company or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 9.1 states the sole and exclusive remedy of Client and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
9.2 By Client
Client will defend at its expense any suit brought against Company, and will pay any settlement Client makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Company’s use of Content. This Section 9.2 states the sole and exclusive remedy of Company and the entire liability of Client, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
9.3 Procedure
The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified Party will promptly notify the indemnifying Party in writing of any threatened or actual claim or suit; (b) the indemnifying Party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified Party will cooperate with the indemnifying Party to facilitate the settlement or defense of any claim or suit.
10. Term And Termination
10.1 Term
This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form (the "Effective Date") and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement.
10.2 Suspension
Company reserves the right (in addition to any other rights or remedies Company may have) to suspend Client’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. In such event, Company will provide Client with at least fifteen (15) days prior written notice of its intent to suspend access.
10.3 Termination for Breach
Either Party may terminate the Agreement immediately upon notice to the other Party if the other Party materially breaches the Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
10.4 Effect of Termination
Upon termination or expiration of the Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each Party will comply with the obligations to return all Confidential Information of the other Party, as set forth in Section 9; and (c) any amounts owed to Company under the Agreement will become immediately due and payable. Sections 1, 3, 4, 6-11, or any other section that by its very nature should reasonably be excepted to survive expiration or termination shall survive expiration or termination of the Agreement for any reason.
10.5 Reports
For twenty (20) days after the end of the Term, as applicable, Company will make Reports available to Client through the Company Solution on a limited basis, unless Company is instructed by Client to delete such data before that period expires.
11. Miscellaneous
11.1 Governing Law and Venue
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Client hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York, New York for any lawsuit filed there against Client by Company arising from or related to the Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.
11.2 Export
Client agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
11.3 Severability
If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.4 Waiver
Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.5 No Assignment
Neither Party will assign, subcontract, delegate, or otherwise transfer the Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party; provided, however, that Company may assign the Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other Party. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Agreement will be binding upon the Parties and their respective successors and permitted assigns.
11.6 Compliance with Law
Client will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Reports and Documentation.
11.7 Force Majeure
Any delay in the performance of any duties or obligations of either Party (except the payment of Fees owed) will not be considered a breach of the Agreement if such delay is caused by a labor dispute, pandemic, lockdown, war, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.
11.8 Independent Contractors
Client’s relationship to Company is that of an independent contractor, and neither Party is an agent or partner of the other. Client will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.
11.9 Notices
All notices required or permitted under this agreement must be delivered in writing, if to Company, by emailing hello@growthprotocol.ai and if to Client by emailing the Client point of contact email address listed on the Order Form; however, with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other Party at the address listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.
11.10 Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
11.11 Entire Agreement
This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such subject matters. No modification of or amendment to the Agreement, or any waiver of any rights under the Agreement, will be effective unless in writing and signed by an authorized signatory of Client and the Company.