PLEASE READ THESE TERMS CAREFULLY.
Our Civic Customer Services Agreement is a contract that governs our customers' use of the Civic services. It consists of this introduction, the General Terms, Product Specific Terms, and all documents and terms referred or linked to in here (the “Agreement”).
We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Services, you are agreeing to these terms. We update these terms from time to time.
GENERAL TERMS
1. Definitions
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Authorized Payment Method" means a payment method accepted by us, as may be updated from time to time, and which may include payment through your account with a third party.
“Civic Auth” means the user login and management solution powered in part by Turnkey Global Inc. (“Turnkey”), a third-party private key management software solution provider, and delivered by Civic that allows developers to onboard both first-time and existing end users to a web3 environment. End users can connect their own existing web3 wallet or, if they don't have a web3 wallet, enter their email, passkey or Google account; and a web3 wallet will be automatically created on their behalf. This wallet provides access to Customer Properties (Customer’s platform and related properties) that are connected to Civic’s Service. "Civic Content" means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, images, and tags that we incorporate into the Service.
"Civic Pass" means the permissioning product that grants an End User a token. This token provides access to Customer Properties (Customer’s platform and related properties) that are connected to Civic’s Service (e.g. ID Verification Pass, Uniqueness Pass, Liveness Pass, and CAPTCHA Pass).
“Confidential Information” means all confidential information disclosed by a party or its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
"Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Platform Service.
"Contact Information" means the name, email address, and similar information submitted by End Users to you.
"Customer Data" means all information that you submit or collect via the Service. Customer Data does not include Civic Content. Customer Data includes End User Data.
“Customer Properties” refers to a Customer’s platform and related properties that is connected to the Service.
“DPA” means the Civic Data Processing Agreement.
"End User" means a single individual (other than a User) who uses the services offered through the Customer’s Properties and whose Contact Information may be stored in the Platform Service.
“End User Data” means data (other than Customer Data) related to an End User’s use of Customer’s Properties that is collected, inferred, created, stored, processed, transmitted, accessed, or used by Civic.
"Order" or "Order Form" means the Civic-approved form or online subscription process by which you agree to receive the Service.
“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
"Platform Fee" means the amount you pay for the Platform Service.
"Platform Service" means the Civic dashboard that allows you and your Users to manage and verify identities of End Users.
"Privacy Policy" means the Civic Privacy Policy available at https://www.civic.com/legal/privacy-policy, as updated by us from time to time.
“Product Specific Terms" means the additional product-related terms that apply to your use of Civic products. These terms form part of the Agreement and can be found at https://www.civic.com/legal/customer-product-specific-terms.
"Service" means all our web-based applications, tools, solutions, and platforms that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://docs.civic.com/ or another designated URL. This includes ID Verification Pass, Uniqueness Pass, Liveness Pass, CAPTCHA Pass, and Civic Auth.
"Transaction Fee" means the amount you pay on a per Civic Pass issued basis.
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service.
"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit.
"Civic", "we", "us" or “our” means Civic Technologies, Inc.
"You", "your" or “Customer” means the person or entity using the Service and identified in the applicable account record as the customer and your Affiliates included in the scope of your purchase.
2. USE OF SERVICES
2.1. Access. We will provide you access to use the Services as described in this Agreement and any applicable Order. The rights granted to you in this Section 2.1 are non-exclusive, non-sublicensable and non-transferable. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement.
2.2. Prohibited and Unauthorized Use. You will not use the Service in any manner that is unlawful or prohibited by this Agreement. You will not (a) reproduce, modify, adapt or create derivative works of the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party; (d) incorporate any Service into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Service intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Service; (h) use the Service for competitive analysis or to build competitive products; or (i) encourage or assist any third party to do any of the foregoing.
You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service
3. FEES
3.1. Civic’s standard Fees for the Services are posted on the Civic Pricing Page or provided in your Order Form. Your Fees may include Platform Fees and Transactions Fees.
3.2. Platform Fees. We may increase your Platform Fee. If this increase applies to you, we will notify you at least thirty (30) days in advance. If you do not agree to this increase, you can choose to terminate your Service by writing to us at support@civic.com.
3.3. Transaction Fees. By using the Services and having an End User use a Civic Pass, you may be required to pay a Transaction Fee. You agree to pay all applicable Transaction Fees. Civic reserves the right to adjust its pricing and fees at any time.
3.4. Payment of Fees. You authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If you use crypto, you have to obey all the laws that apply to your use of crypto. Plus, you understand that we need to verify that you are who you say you are, so you agree: (i) to give us all information that we ask for (so that we can verify who you are) and that it is 100% accurate (and you’ll update us if any information changes); (ii) to give us permission to ask others for information about you to verify you are who you say you are and to take action to verify your identity and protect us all against fraud or financial crime; (iii) to allow us to share your personal information with credit bureaus or with government agencies that investigate fraud or financial crime.
3.5. Payment Against Invoice. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
3.6. Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
3.7. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any national, state, or local sales, use, value added or other tax, tariff, duty, or assessment levied or imposed by the United States, or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon Civic’s income. Customer must pay directly, or reimburse Civic for the amount of such sales, use, value added or other tax, tariff, duty, or assessment which Civic is at any time obligated to pay or collect.
4. TERMINATION
4.1. Your Termination. You may terminate this Agreement at any time by closing your Civic account, emailing support@civic.com, or by stopping your use of the Service.
4.2. Civic Termination. Civic may terminate this Agreement and the Services at any time for no reason by notifying you. In addition, Civic may terminate this Agreement for cause: (i) upon thirty (30) days’ notice of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may terminate this Agreement, effective immediately upon written notice, if you file, or there has been a file against you of, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.3. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Service for ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
4.4. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Service, and we may deactivate your Platform Service and any other access to our Services. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Platform Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Fees are otherwise non-refundable.
5. CUSTOMER DATA
5.1. Customer’s Proprietary Rights. You own and retain all rights to the Customer Data and Customer Properties. This Agreement does not grant us any ownership rights to Customer Data and Customer Properties. You grant permission to us to use the Customer Data and Customer Properties only as necessary to provide the Service to you and as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
5.2. Limits on Civic. We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Service to you and only as permitted by applicable law and this Agreement.
5.3. Usage Data. We may collect information about you and your Users when you interact with the Service as permitted by the Agreement.
5.4. Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Service provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex 2 of our DPA.
5.5. Retention, Deletion and Retrieval of Customer Data. After termination or expiration of your Service, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in our DPA.
6. INTELLECTUAL PROPERTY
6.1. This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Service and any other products or services provided under this Agreement.
6.2. We encourage all customers to comment on the Service and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service, without payment or attribution to you.
7. CONFIDENTIALITY
7.1. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some elements of the Service), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
8. PUBLICITY
8.1. You grant us the right to add your name and company logo to our customer list and website
9. INDEMNIFICATION
9.1. You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Service by you or your Affiliates; (b) your or your Affiliates' noncompliance with or breach of this Agreement; (c) your or your Affiliates negligence, fraud or willful misconduct; or (d) the unauthorized use of the Service by any other person using your User information.
9.2. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. DISCLAIMERS; LIMITATION OF LIABILITY
10.1. Performance Warranty. We warrant that: (i) the Service will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Service.
In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance, then either party may terminate this Agreement by providing the other party written notice. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Service.
We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Service by anyone other than us, or modification of the Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Service in violation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10.2. Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICE FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.3. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.4. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
10.5. Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.
10.6. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
11. MISCELLANEOUS
11.1. Disputes and Arbitration. The Parties agree that any dispute arising in connection with the interpretation of this Agreement, the performance of either Party under this Agreement, or otherwise relating to this Agreement will be treated in accordance with the procedures set forth in this Section, prior to the resort by either Party to arbitration or litigation in connection with such dispute. Such procedure will be invoked by either Party presenting to the other a Notice of Request for Resolution of Dispute (a "Notice") identifying the issues in dispute sought to be addressed hereunder. A telephone or personal conference of the executives representing each party will be held within ten (10) business days after the delivery of the Notice. In the event that the telephone or personal conference between these executives does not take place or does not resolve the dispute, either Party may refer the dispute to binding arbitration pursuant to the arbitration provisions set forth below.
All claims or disputes between the Parties arising out of or relating to this Agreement will be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association currently in effect and in accordance with Title 9 of the United States Code, unless the Parties mutually agree otherwise in writing. Notice of the demand for arbitration must be filed, in writing, with the other Party and must be made within a reasonable time after the dispute has arisen. All statutes of limitation, which would otherwise be applicable in a judicial action brought by a Party, will apply to any arbitration or reference proceeding hereunder. The arbitration will be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be initiated in San Francisco, California. Said arbitration will occur within thirty (30) consecutive days after the Party demanding arbitration delivers the written demand on the other Party, unless the Parties mutually agree otherwise in writing. The award rendered by the arbitrators will be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the Parties, no arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to the Agreement under which such arbitration arises. The arbitration agreement herein among the Parties will be specifically enforceable under applicable law in any court having jurisdiction thereof. Neither Party will appeal such award nor seek review, modification, or vacation of such award in any court or regulatory agency.
The arbitrators will award to the prevailing Party, if any, as determined by the arbitrators, all of its Costs and Fees. "Costs and Fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses (such as copying and telephone), court costs, witness fees, and attorneys' fees.
11.2. Governing Law and Jurisdiction. Where the arbitration provisions of this Agreement are inapplicable, this Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to conflict of laws principles. The Parties agree that any legal action brought under or in conjunction with this Agreement will be brought in a federal or state court of appropriate jurisdiction in the State of California and venue will be proper in that court.
11.3. Amendment; No Waiver. This Agreement may not be amended except in a writing executed by authorized representatives of Civic and Customer. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.4. Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.5. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.6. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
11.7. Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Service. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
You will not directly or indirectly export, re-export, or transfer the Service to prohibited countries or individuals or permit use of the Service by prohibited countries or individuals.
11.8. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
11.9. Notices. To Civic: Notice will be sent to the contact address set forth below, and will be deemed delivered as of the date of actual receipt.
Civic Technologies, Inc.
548 Market Street #45306
San Francisco, California 94104
Email: legal@civic.com
Attn: Legal
To you: your address as provided in the Order. We may give electronic notices by general notice via the Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. You must keep all of your account information current.
11.10. Entire Agreement. This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written comments made by us regarding future functionality or features of the Service.
11.11. Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11.12. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11.13. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
11.14. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
11.15. Survival. The following sections will survive the expiration or termination of this Agreement: ‘Definitions,’ ‘Fees,’ ‘Restrictions,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Effect of Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’ ‘Confidentiality,’ ‘Publicity,’ ‘Indemnification,’ ‘Disclaimers and Warranties,’ ‘Limitations of Liability,’ and ‘Miscellaneous.’ Additionally, the ‘Retrieval of Customer Data’ sections will survive expiration or termination of this Agreement.
11.16. Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
11.17. Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.