SUBSCRIPTION AGREEMENT FOR COMPANIES
TERMS & CONDITIONS
These terms and conditions, together with the terms selected on the cover page, constitute a binding agreement (“Agreement”) between Material ConneXion, LLC (“Company”) and the entity named above (“Client”). This Agreement governs the provision and use of the services and other deliverables that are selected on the cover page (collectively, “Deliverables”), which are to be provided by Company during the period between the specified Start Date and End Date (the “Term”). Company’s agreement to provide the selected Deliverables is contingent on Client’s payment of the applicable Annual Fee. If Client selects the InnovationWALL, Company’s supplemental terms regarding such service shall be appended to this Agreement as Appendix A.
1. LIBRARY ACCESS (if selected)
1.1 Users may access any of the Material ConneXion Libraries globally during regular business hours, upon making an appointment with the individual Material ConneXion Library at least twenty-four (24) hours prior to the requested visit. Appointments are subject to availability.
2. MATERIALS DATABASE ACCESS (if selected)
2.1 The Material ConneXion online materials database (“Database”) may only be used during the Term (a) by Client’s authorized staff / employees; and (b) by occasional users who access the Database through physical terminals located at Client’s facilities (“Users”). Individual users shall be subject to a separate User Agreement.
2.2 The Database may be accessed in the following ways: (a) without a password but through IP address recognition via IP addresses managed by Client and recognized by Company; or (b) via an email address associated with Client’s domain or managed by Client where that email address is used as a User’s user name. In the event Company does not recognize a particular IP or email address, it reserves the right to refuse or suspend a User’s access to the Database.
2.4 Individual Users may not download, on any single day, more than thirty (30) materials from the Database. Users may download Content from the Database for their internal business use only, provided that Users maintain all copyright and other notices contained in such Content at all times. Client shall not publish or post publicly, or transmit or re-circulate to any third party, any Deliverables or Content, without the prior written consent of Company.
2.5 The Company, in its sole discretion, may terminate or suspend Client’s account to all or part of the Database without notice for breach or threatened breach of this Agreement, or if an individual through Client’s account attempts to alter or improperly access the Database or the content therein. Upon termination of Client’s account for breach of this Agreement, Client shall not be entitled to a refund on any portion of the balance. Additionally, the Company reserves the right to refuse Database access to any person or entity at any time and for any reason.
2.6 Company may change, suspend, or discontinue any aspect of the Database and/or Client’s account at any time without notice, including the availability of any specific feature or Content within the Database. Company also reserves the right to impose limits on Client or Client’s Users’ access to certain features and functions within the Library at any time without notice. Should any such action result in a material reduction in the usefulness of the Library, Client may terminate this Agreement if Company is unable to correct the issue within a reasonable period of time following notice from Client, and Company will provide a pro rata refund of the portion of the Annual Fee attributable to the Database access.
3. MATERIAL TOPIC AND INDUSTRY REPORTS (if selected)
3.1 Company’s material topic and industry reports (“Material Reports”) are accessible to all Client’s Users and may be downloaded from the Material ConneXion website. The Material Reports remain property of the Company and are available to use during the Term in accordance with Section 2.4 and the other provisions of this Agreement.
4. EXPERT ON CALL (if selected)
4.1 During the Term of this Agreement, authorized representatives of Client may use the specified number of hours to request (a) recommendations for using the Libraries and Database for research regarding Client’s products and (b) information and consulting services regarding manufacturing processes or other related questions. Unused hours shall expire at the end of the then-current initial or renewal Term and do not carry over into any subsequent renewal Term.
5. IdeationLAB (if selected)
5.1 On dates and times mutually agreed upon by the Parties, Company shall send a material specialist to conduct an “IdeationLAB” at the Client’s facilities, which is an interactive materials-driven [Revised 9/29/17] brainstorming session. As part of the session, our specialist will provide material samples (if requested and available), and summary of the material samples presented for discussion. All IdeationLABs must be used and scheduled during the then-current initial or renewal Term and do not carry over into any subsequent renewal Term.
5.2 At least 4-6 weeks prior to any IdeationLAB, Client shall provide to Company its objectives for it, including the format and the number of participants (limited to twenty (20) participants). Company shall develop the brainstorming session based upon Client’s objectives; however, Company shall make the final determination of the content.
5.3 Client is responsible for all costs and procurement for set up, display, equipment, presentation materials, or other items that may be required by Client in conjunction with the IdeationLAB.
5.4 Client is responsible for all reasonable costs for travel and accommodations for the Company’s material specialist, which shall be reimbursed in accordance with Client’s travel policy.
6. CUSTOM CURATED CLIENT MATERIALS LIBRARY LEASE (if selected)
6.1 Company shall lease to the specified number of Materia Tabula® (individual boards displaying material samples and information linking those samples to information in the Database) that it curates from its proprietary Material ConneXion Library, for Client to use during the Term in connection with Client’s establishment of a materials library at Client’s facilities (the “Client Library”). Company shall select the Material Tabula based on Client’s learning objectives and availability.
6.2 Company shall introduce Client to one or more fabricators whom Client may contact to procure display units for the leased Materia Tabula. Client shall select a fabricator and display unit system appropriate for the number of leased Materia Tabula and its Client Library location. Client shall be responsible for procuring display units (including purchasing, delivery and setup).
6.3 If Client has selected a multi-year lease agreement, Client shall have the opportunity refresh its Client Library, at the rate specified on the cover page, by exchanging a percentage of the Materia Tabula in its possession for an equal number of different Materia Tabula.
6.4 Within fifteen (15) days following expiration or termination of the Term, Client shall return to Company all Materia Tabula Company has provided to Client. Any Materia Tabula that are not returned within thirty (30) days shall be considered lost, and Client shall compensate Company at a rate of $250 per Materia Tabula.
6.5 Company shall be responsible for all shipping costs for items shipped to the Client. Client shall be responsible for all shipping costs for items shipped to Company.
6.6 No material samples other than those provided by Company under this Agreement shall be displayed in the Client Library, unless they are displayed in a clearly delineated section and in a manner that is not substantially or confusingly similar in form to the materials provided by Company.
6.7 Client may not alter or modify the Materia Tabula provided by Company (or any material samples contained in them) without Company’s express prior written approval, except for reasonable modifications required to repair damage during shipment and/or for installation purposes.
7. SUBSCRIPTION RENEWAL
7.1 Following the initial Term, this Agreement shall automatically renew for successive additional one-year periods of the same access level (each a renewal Term, and the total “Term” shall include the initial and all renewal periods), unless Client notifies Company in writing at least thirty (30) days before the expiration of the given initial or renewal period. Upon renewal, Company shall invoice Client for the applicable Annual Fee (which shall increase 3% per year), which shall be due within thirty (30) days of invoice. This Agreement shall apply to all renewals. However, notwithstanding the foregoing, if the subscription includes a Client Library lease, this Agreement shall not auto-renew, and the parties shall discuss an extension no later than 90 days prior to expiration of the Term. Any late payments, not subject to a reasonable and good faith dispute, shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.
8. DELIVERABLES; INTELLECTUAL PROPERTY
8.1 Subject to Client’s payment of the applicable Annual Fee, Company hereby grants to Client a non-exclusive license of the Company Intellectual Property contained within the content and information (“Content”) available in the Deliverables, subject to the terms of this Agreement. This license is not transferable, and Client may not share, sublicense or assign it to any other entity or person. Company reserves all rights with respect to the Company Intellectual Property not expressly granted to Client in this Agreement. For purposes of clarification and not limitation, Client shall not use the Company’s Intellectual Property in any manner or for any purpose other than the manner and purpose expressly licensed and contemplated herein, and Company shall be entitled to injunctive relief to block, restrict or enjoin any such unauthorized use of the Company Intellectual Property.
8.2 “Company Intellectual Property” includes: the Materia Tabula® display system (Company’s proprietary system and methodology of categorizing, classifying and displaying the materials in its library and its proprietary online material database), Company Confidential Information, Company Trademarks and all other intellectual property including without limitation, any and all patents, patent applications, copyrights, trade secrets, know‐how, proprietary information, and [Revised 9/29/17] derivations/modifications thereof, embodied in any Deliverable or in which Company has or acquires an ownership interest or has or acquires the power to grant licenses. “Company Trademarks” means: any and all trademarks, trade names, service marks, logos and foreign equivalents, in which Company has or in the future acquires an ownership interest or right of use in the United States or any other country, including without limitation “Material ConneXion,” and derivations thereof.
8.3 Company shall promptly correct or revise any material errors or omissions of which it becomes aware of in the Content regarding materials; however, in no event will Company be responsible for any manufacturer product liability. Company will endeavor to make the Database and any corresponding applications it may develop available at reasonable times, but Company does not guarantee that the services or Content will be uninterrupted or error-free, especially but without limitation, because availability of the website and any applications are dependent on the availability and performance of electronic communications and networks outside of Company’s control. Company will not be liable if for any reason the website or applications are unavailable at any time or for any period. The Content and Company’s services are made available on as “as is” and “as available” basis. Company expressly disclaims any and all representations, warranties, or endorsements regarding the truth, accuracy, quality or usefulness of such Content. Company makes no warranties, express or implied, as to merchantability, fitness for a particular purpose, title, non-infringement, or any other matter.
8.4 Client acknowledges that the Deliverables and Content is protected by copyright and other intellectual property laws, and is owned or controlled by Company or third parties (for example, without limitation, manufacturers of material samples). In addition, the Material ConneXion Library and Database are each protected by copyright as a collective work and/or a compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. During the Term and thereafter, Client may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, reverse engineer, decompile, dissemble, or in any way exploit, any of the Content or the Deliverables, in whole or in part, except as provided in this Agreement. During the Term and thereafter, Client shall not use the Content or Deliverables to build Client’s own physical or electronic materials library, in whole or in part. Any derivative works created or invented based on Company Intellectual Property, including without limitation any translations of the Content, shall be owned exclusively by Company. Client shall and does hereby assign any and all rights Client have in such derivative works and shall execute any documents that may be required to perfect Company’s intellectual property rights in the derivative works including, without limitation, the execution of a power of attorney.
8.5 Ownership Rights. Client understands and acknowledges that Company owns all rights, title, and interest in and to the Company Intellectual Property including any and all goodwill and value associated therewith and that this Agreement grants Client no title or ownership rights in any such proprietary information, or in or to any present or future services of Company or in or to any intellectual property rights claimed by Company relative to any of its present or future products or services. Client shall not post publicly, or transmit or re-circulate to any third party, any Deliverables (other than Client’s Results of Company’s consulting services discussed below), without the prior written consent of Company.
8.6 Third Party Content. Client acknowledges that the Deliverables and Content include third party materials, documents and information (“Third Party Content”). The trademarks, designs, or other intellectual property embodied in the Third Party Content are the property of such third parties. The Third Party Content is provided solely for informational and educational purposes. In the event Client wishes to make commercial use, of or change, modify or make any derivative work from the Third Party Content, Client assumes full responsibility for obtaining all necessary permissions from the applicable third party(ies).
8.7 Links to and from Other Websites. In the Deliverables, Company may provide links to external sites as a convenience and for informational purposes, and Company makes no warranties of any kind regarding these links, including but not limited to their accuracy, availability or content.
8.8 Consulting Services. The following additional terms apply to consulting services selected by Client through the Expert on Call program or IdeationLAB:
8.8.1 Background IP. Company Intellectual Property includes its proprietary information, documents, training and discussion materials, technology, content, or products (including know-how, skills, tools, processes, techniques, methodologies, concepts and ideas) related to its areas of expertise, all improvements and modifications thereto (“Background IP”). Client acknowledges and agrees that: (a) Company retains all right, title and interest worldwide to the Background IP, regardless of whether or not it has been created prior to, during, or after the Term of this Agreement; and (b) nothing in this Agreement shall be construed to make any portion of the Background IP works made for hire or to assign or otherwise transfer the Background IP to Client.
8.8.2 Results of Services. “Results” means new developments or written output generated by Client’s participants during participation in a consulting session, and any final, custom Deliverables developed at Client’s instruction, under this Section 8.8. Company shall assign, and hereby does assign, to Client all right, title, and interest in and to such Results, except with respect to any Company Intellectual Property or third party intellectual property incorporated in the Results. To the extent Company Intellectual Property is incorporated in the Results, Company grants to Client a non-exclusive, worldwide, license to the applicable Company Intellectual Property solely to the extent reasonably necessary for Client to use the Results. For the [Revised 9/29/17] avoidance of doubt, preparatory materials created or provided by Company for use during IdeationLAB or other consulting sessions, including without limitation inspiration books or boards, are Company’s Background IP. Nothing with respect to the assignment of Results shall be construed to grant a broader license to the Deliverables or lessen the restrictions on their use, as set forth in Sections 1-6 and the other parts of this Section 8.
8.8.3 Non-Exclusive Service. Subject to Client’s ownership of the Results and except to the extent restricted by Section 9 (Confidentiality), Company retains the right to use its knowledge, experience, know-how, and expertise acquired and retained during the performance of the services (“Residual Knowledge”), and Company is generally free to provide services and deliverables to other clients. Additionally, nothing herein limits Company’s right to independently develop or acquire information, products or services without use of the Client’s Confidential Information. Such independent developments and Residual Knowledge are included in Company’s Intellectual Property.
8.8.4 If Client requests that Company perform consulting services under the Expert on Call program or IdeationLAB, Client shall use commercially reasonable efforts to provide any necessary information and materials, and make its personnel available to Company, upon Company’s request and in order to provide assistance needed by Company to fulfill its obligations hereunder. Client represents that it owns or otherwise has the rights to deliver any such materials and information provided to Company.
8.8.5 Client shall not solicit (directly or indirectly through its representative) any Company employee to whom it is introduced in connection with the Expert on Call program or IdeationLAB for employment or independent consulting services during the Term and for the twelve (12) month period following the date the Term terminates or expires; provided, however, that the foregoing shall not preclude solicitation of potential employees and/or consultants through general advertising means or other general recruitment efforts not specifically directed at such persons.
8.8.6 Company represents that has the experience, skill and knowhow to perform its obligations under this Agreement in a workmanlike manner and in compliance with prevailing industry standards which apply or shall apply to it.
8.8.7 If Client requests Company’s consulting services in the field of interior decoration and layout of an interior space, Client acknowledges that Company provides creative, consulting and interior decoration services limited to general styling, design of graphic elements, and furnishing and decoration. Accordingly, such services shall not include architectural, structural, electrical, plumbing, or interior design services. Client is responsible for engaging professionals in such fields to implement Company’s final design of the specified space, ensure the implementation complies with Client’s requirements and applicable laws and regulations, and for obtaining any necessary licenses and permits. Company’s Background IP includes, without limitation, any draft designs, look and feel, and individual features or elements of the space, whereas the Client’s Results consists of the final compilation of the design for the specified space.
8.9 Use of Trademarks. Client must clearly display the Company name and logo in the Client Library. Any branding of Company’s name, trademarks, logos and other forms of identification that Client wishes to display in conjunction with this Agreement (besides that which appears on the materials) must conform to a style guide provided by Company to Client. Client shall use the Company Trademarks (and any associated notice designations, such as, e.g., “TM”, “SM” and “®” in connection with the Client Library and other Deliverables to the extent, and in the manner, specified by Company under this Agreement and from time to time during the Term. Client shall not use any other trademarks, trade names, service marks, or foreign equivalents in connection with the Client Library or Deliverables, except to the extent, and in the manner, authorized by Company in writing. In any event, Client shall at all times use the Company Trademarks in a manner that assures their continued validity and enforceability and is in strict compliance with all applicable laws and regulations.
8.10 Intellectual Property Notice. The Deliverables may contain and display the copyright, patent, trademark and other notices of Company or the manufacturer of a material sample. Client shall not alter or inhibit the display of such notices, if any.
9.1 “Confidential Information” shall mean any and all trade secrets and other confidential and proprietary information of either party, including, without limitation, the terms of this Agreement and any and all technical, non‐technical and proprietary information such as: software programs and source code, customer lists, billing information, affiliate information, personnel, business and contractual relationships, business plans and strategies and all reports and summaries which contain or otherwise reflect or are generated from any of the foregoing, whether or not in written form. The term “Confidential Information” shall not include any portion of the Confidential Information that (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure, directly or indirectly, by the receiving party or any of its representatives, (b) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from disclosing such Confidential Information, or (c) was in the receiving party’s possession prior to disclosure thereof by the disclosing party.
9.2 Each party shall keep confidential the other party’s Confidential Information, using the level of care the receiving party would use with respect to its own information of a similar nature and at a minimum a reasonable standard of care. A breach by a party of its confidentiality obligations may cause the disclosing party to suffer irreparable harm in an amount not easily ascertained. A party’s actual or threatened breach of this paragraph will give the disclosing the right to terminate this Agreement immediately, obtain equitable relief (i.e., obtain an injunction to restrain such disclosure or use, without the requirement of posting a bond), and pursue all other remedies it may have at law or in equity.
9.3 Information regarding Client’s interests in specific materials is Client’s Confidential Information. However, Company shall own all data regarding a Client’s search history and selection, and may publish research reports or otherwise disclose aggregated/anonymized information regarding industry or material trends in other publications or to other clients.
9.4 Notwithstanding the foregoing, the restricted party may disclose the other party’s Confidential Information to the extent required by law, rule, regulation, applicable judgement, order or decree of a court, governmental body or agency having jurisdiction, or subpoena issued under authority of a court having jurisdiction, provided in each case that the restricted party shall give the other party reasonable prior written notice of the disclosure of any such information (unless prohibited by such legal requirement). A restricted party may also disclose this Agreement and its terms to its legal counsel, accountants and financial advisors, or in connection with the sale or prospective sale of the business, business unit, or portion thereof that relates to this Agreement (provided that the party disclosing in connection with such a sale or prospective sale shall first obtain a confidentiality agreement with the recipient of any such disclosure).
10.1 Each party shall have the right to terminate this Agreement as follows: (a) either party may terminate in the event of material breach by the other party of its obligations hereunder, if such breach is not cured within thirty (30) days after receipt of written notice of the breach; or (b) either party may terminate if the other party is declared insolvent or bankrupt or otherwise ceases operations.
10.2 Upon the expiration or termination of this Agreement, all rights and obligations of the parties hereunder shall cease, except for those which by their nature survives such expiration or termination including the following sections: 2.4, 2.5, 2.6, 6.4, 6.5, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.10, 9, 10 and 11.
11. GENERAL TERMS
11.1 Shipment dates are approximate and subject to Client having timely paid the Annual Fee and provided any necessary input regarding selection of materials.
11.2 Authority. Each party represents to the other party that its execution, delivery, and performance of this Agreement have been duly approved by all necessary corporate action, and do not conflict with, or result in a material breach of, the articles of organization or by‐laws of such party, any material agreement by which such party is bound, or any law, regulation, rule, judgment, or decree of any governmental instrumentality or court having jurisdiction over such party. Each party further represents that this Agreement has been duly executed by such party and constitutes a valid and legally binding obligation of such party enforceable in accordance with its terms.
11.3 Exclusion of Other Warranties. Company representations and warranties do not extend to Third Party Content. Additionally, the warranties set forth in this Agreement do not apply to the extent a breach is caused by Client’s access or use of the Deliverables and associated content in any manner other than as permitted in this Agreement. THE WARRANTIES EXPRESSLY PROVIDED FOR HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, IMPLIED, ORAL OR WRITTEN, AND Company EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE DESIGN OF THE CLIENT LIBRARY AND BENEFITS THAT CLIENT WILL DERIVE FROM THIS AGREEMENT IS SOLELY WITH CLIENT.
11.4 Limitation on Damages. In the event that Company is found liable for any damages, for any reason whatsoever hereunder, the parties hereby expressly agree that the limit of Company’s liability shall not exceed the aggregate amounts paid to it hereunder. Both parties understand and agree that the remedies provided herein are exclusive and allocate risk of nonconformity of the services between the parties to the extent authorized by applicable law.
11.5 CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE RESPONSIBLE TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS INCURRED IN CONNECTION WITH THE PROVISION OR USE OF THE DELIVERABLES OR ANY OF THE CONTENT CONTAINED THEREIN, REGARDLESS OF THE CAUSE OF ACTION (INCLUDING NEGLIGENCE), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. CLIENT ACKNOWLEDGES THAT USE OF THE DELIVERABLES IS AT CLIENT’S AND USERS’ SOLE RISK.
11.6 Client agrees to defend, indemnify and hold harmless the Company (including reasonable attorneys’ fees and costs), against any and all claims, actions, demands, legal proceedings, liabilities, damages, losses, judgments, and authorized settlements that arising from or related to Client’s breach or threatened breach of this Agreement, Client’s use or presentation of the Client Library (including any harm to person or property arising from the construction and operation of such facility) and other Deliverables, and Client’s gross negligence and willful misconduct.
11.7 Except where expressly provided otherwise in this Agreement, Client shall be solely responsible for all funding, investments,[Revised 9/29/17] expenses, fees and taxes that may be related to the performance of its obligations herein, including without limitation the design, construction, furnishing and equipping of facilities (including any computer terminals to allow access to the Database) and all promotional, employee, and other expenses associated with operations within its facilities.
11.8 Miscellaneous. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of New York, U.S.A. Any action to enforce this Agreement shall be brought in the federal or state courts situated in New York, New York. This Agreement contains the entire agreement between Client and Company regarding the use of the products and services provided for in this Agreement and the Content contained therein and supersedes any prior agreement or understanding between Client and Company. Any other terms supplied by or through Client (e.g., invoice terms) that conflict with the terms of this Agreement shall not be binding. No modification of the terms of this Agreement shall be binding on either party unless made in writing and signed by a duly authorized representative of each party. If any clause or provision of this Agreement is determined to be illegal, invalid or unenforceable under present or future law, such illegal, invalid or unenforceable cause or provision shall be deemed severed from this Agreement, without affecting the enforceability of all remaining clauses or provisions herein. The headings and captions contained in this Agreement are for reference purposes only and are not intended to affect the meaning or interpretation of this Agreement. This Agreement may be executed (digitally or otherwise) in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
11.9 Neither party shall assign this Agreement, or its rights or obligations hereunder, without the other party’s prior written consent, except that Company may assign this Agreement, or any of its rights or obligations hereunder, upon notice to the other party, only (i) to an affiliate that directly or indirectly controls or is controlled by or is under common control with the Company, or (ii) in the event of a transfer of all or substantially all of the Company’s assets, or all or substantially all of the assets of the Company’s business unit relating to this Agreement, or the Company’s merger. Any attempted assignment in violation of the foregoing shall be null and void. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11.10 Publicity. Company may use Client’s name and logo and any images of the Client Library provided by Client to Company in any promotional or marketing materials, public announcements, customer listings, testimonials or advertising of Company’s services.
11.11 Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, fire, natural disaster, earthquake, flood, embargo, riot, epidemic, sabotage, labor shortage or dispute, transportation delays or failures, governmental act, failure or delay of the Internet or internet service provider, terrorism, civil unrest, war or military hostilities, criminal acts of third parties or other acts beyond such party’s reasonable control, provided that the delayed party gives the other party prompt notice of such cause.
11.12 Independent Contractor Status. The parties are independent contractors. Nothing contained in this Agreement shall be construed to create any agency/principal, employment, partnership, joint venture, franchise or other similar relationship between the Parties. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.
11.13 PAYMENT OF THE ACCESS FEE, EXECUTION OF THIS AGREEMENT OR A CORRESPONDING INVOICE, OR ANY FORM OF USE OF A DELIVERABLE BY CLIENT OR USERS SHALL BE DEEMED CLIENT’S ACKNOWLEDGMENT THAT CLIENT HAS READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS HEREIN.