NONDISCLOSE CUSTOMER TERMS OF SERVICE
Last Modified : January 13, 2022 PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY. Our Customer Terms of Service is a contract that governs our customers’ use of the NONDISCLOSE services. It consists of the following documents:
These contain the core legal and commercial terms that apply to your subscription
This policy describes how we collect, receive, use, store, share, transfer, and process your Personal Data in connection with your use of the NONDISCLOSE Services. It also describes your choices regarding use, as well as your rights of access to and correction of your Personal Data.
Your Order Form is the NONDISCLOSE-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products purchased and your fees. 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 Subscription Service or receiving the Consulting Services, you are agreeing to these terms.
We update these terms from time to time. If you have an active NONDISCLOSE subscription, we will let you know when we update the terms via in-app notification or by email.
Last modified January 13, 2022
“Add-Ons” means additional product enhancements (including limit increases, capacity packs, and other add-ons) that are made available for purchase.
“Agreement” or “Customer Terms of Service” means these Master Terms and all materials referred or linked to in here.
“Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the NONDISCLOSE Services for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as 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 doesn’t 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 Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to our landing pages or uploaded by us.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Customer Data” means all information that NONDISCLOSE collects via the Subscription Flow. Customer Data does not include NONDISCLOSE Content.
“Customer Materials” means all materials that NONDISCLOSE provides or posts, uploads, inputs or submits for public display through the Subscription Flow.
“NONDISCLOSE Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the NONDISCLOSE Portal.
“Order” or “Order Form” means the NONDISCLOSE-approved form or online subscription process by which you agree to subscribe to the NONDISCLOSE Services and/or purchase Consulting Services.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws.
“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
“Subscription Fee” means the amount you pay for the NONDISCLOSE Services .
“NONDISCLOSE Services” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://NONDISCLOSE.io or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your NONDISCLOSE accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the NONDISCLOSE Services for your benefit and have unique user identifications and passwords for the Services.
“NONDISCLOSE”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
“You”, “your” or “Customer” means the person or entity using the NONDISCLOSE Services or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
2. USE OF SERVICES
2.1 Access. During the Subscription Term, we will provide your Users access to use the NONDISCLOSE Services as described in this Agreement and the applicable Order. You may provide access and use of the Services to your Affiliate’s Users or allow them to receive the associated consulting services purchased under this Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.
2.2 Housing. NONDISCLOSE is using a server housing service that allocates space to NONDISCLOSE in one or several racks that are physically accessible and connected to the internet for which the housing service provider shall:
- Ensure the electrical continuity and redundancy of the infrastructures necessary for the operation of NONDISCLOSE and its customers’ IT equipment.
- Ensure the continuity and redundancy of the infrastructures that enable the evacuation of the hot air from NONDISCLOSE and its customers’ IT equipment.
- Provide high-speed internet access without interruption to NONDISCLOSE and its customers. – Ensure security and access to the datacenter.
The Server Housing Service provider grants NONDISCLOSE and its customers a limited and non-exclusive right of use to enable NONDISCLOSE and its customers to install, manage, administrate and repair its servers, IT systems, connections and cables (in a designated zone in one or several racks in the data-centers owned by the Server Housing Service provider. The right of use granted is exclusively reserved for the space allocated to NONDISCLOSE by the Server Housing Service provider .
2.3 Additional Features. You may subscribe to additional features of the Services by placing an additional Order or activating the additional features from within your NONDISCLOSE account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your NONDISCLOSE account.
2.4 Service Uptime Commitment. For the purposes of this ‘Service Uptime Commitment’ section, the following definitions shall apply:
“Priority 1” means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the NONDISCLOSE Services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.
“Excluded” means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer’s combining or merging the NONDISCLOSE Services with any hardware or software not supplied by us or not identified by us in writing as compatible with the Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.
“Service Uptime” means (total hours in calendar month – unscheduled maintenance which causes unavailability – Priority 1 issue durations – scheduled maintenance – Excluded) / (Total hours in calendar month – scheduled maintenance – Excluded) X 100%.
We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our NONDISCLOSE Services in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer’s sole and exclusive remedy for failure to meet availability or support commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.95%, which credit shall be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month. The limits that apply to you will be specified in your Order Form, this Agreement.
2.5 Downgrades. Depending on your NONDISCLOSE product, you may be entitled to downgrade your subscription.
2.6 Modifications. We modify the NONDISCLOSE Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to the our website support & FAQ section.
2.8 Prohibited and Unauthorized Use. You will not use the NONDISCLOSE Services in any way that violates the terms of this agreements or for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You may not use the NONDISCLOSE Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at firstname.lastname@example.org
2.9 No Sensitive Information. You acknowledge that the NONDISCLOSE services have not been designed to process or manage sensitive information and accordingly you agree not to use the service to collect, manage or process sensitive information. NONDISCLOSE will not have and specifically disclaim any liability that may result from your use of NONDISCLOSE services to collect, process or manage sensitive information.
3.1 Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your Maximum Capacity, (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.
3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Price Plan. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
3.3 Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
3.4 Payment against invoice. If you are paying by invoice, we will invoice you no more than thirty (30) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
3.5 Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your NONDISCLOSE account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the NONDISCLOSE Services and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.
4. TERM AND TERMINATION
4.1 Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
4.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the NONDISCLOSE product and edition you have subscribed to.
If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew.
4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
4.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes 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 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.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
4.5.1 Suspension for Prohibited Acts
We may suspend any User’s access to any or all Services without notice for use of the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
4.5.2 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 any or all of the Services ten (10) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
4.5.3 Suspension for Present Harm
If your use of the Services:
(i) is being subjected to denial of service attacks or other disruptive activity,
(ii) is being used to engage in denial of service attacks or other disruptive activity,
(iii) is creating a security vulnerability for the NONDISCLOSE Services or
(iv) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.
We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, 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.
4.6 Effect of Termination or Expiration. If your paid subscription is terminated or expires, you will no more have access to the NONDISCLOSE Services nor to the data saved on our servers.
Upon termination or expiration of this Agreement, you will stop all use of the Services and NONDISCLOSE Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
5. INTELLECTUAL PROPERTY
5.1 This is an agreement for access to and use of NONDISCLOSE Services, and you are not granted a license to any software by this Agreement. NONDISCLOSE Services are protected by intellectual property laws, they belong to and are the property of us, and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the NONDISCLOSE Content, the NONDISCLOSE Services, or the associated consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.
5.2 We encourage all customers to comment on the NONDISCLOSE Services or associated consulting Services, provide suggestions for improving it, and vote on suggestions they like. 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 NONDISCLOSE Services or associated consulting Services, without payment or attribution to you.
6.1 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 or all elements of the Services or associated consulting Services, 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.
6.2 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; and (ii) 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.
You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by sending an email to email@example.com
You will indemnify, defend and hold us 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 to the extent that such Action is based upon or arises out of
(a) unauthorized or illegal use of the NONDISCLOSE Services by you, your Employees or Users,
(b) your, your Employees or Users’ noncompliance with or breach of this Agreement, or
(c) the unauthorized use of the NONDISCLOSE Services by any other person using your User information.
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.
9. DISCLAIMERS; LIMITATION OF LIABILITY
9.1 Disclaimer of Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE NONDISCLOSE SERVICES, NONDISCLOSE CONTENT, OR THE ASSOCIATED CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE NONDISCLOSE SERVICES, CONTENT AND CONSULTING SERVICES ARE 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 NONDISCLOSE SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY 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.
9.3 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 IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE NONDISCLOSE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM
9.4 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE NONDISCLOSE SERVICE TO YOU.
10.1 Amendment; No Waiver.
We may modify any part or all of the Agreement by posting a revised version at https://legal.NONDISCLOSE.io. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at https://legal.NONDISCLOSE.io will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the NONDISCLOSE Services after termination.
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.
10.2 Force Majeure. 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; 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.
10.3 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.
10.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
10.5 Compliance with Laws. We will comply with all country laws (where applicable) in our provision of the NONDISCLOSE Services, the associated consulting Services and our processing of Data. 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 comply with all laws in your use of the NONDISCLOSE Services and associated consulting services, including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls or video recording and ensure all proper consent to record is obtained prior to making any such recording.
10.6 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.
To NONDISCLOSE: Notice will be sent to the contact address 29 Rue Notre Dame de Nazareth, 75003 Paris, France and will be deemed delivered as of the date of actual receipt.
To you: your address as provided in our NONDISCLOSE account information. We may give electronic notices by general notice via the NONDISCLOSE 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. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 Insurance. During the term of this Agreement, we will, at our own cost and expense, obtain and maintain in full force and effect, with reputable insurers having liability insurance with coverage and minimum limits of liability .
10.14 Survival. The following sections will survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees’, ‘Prohibited and Unauthorized Use’, ‘Early Cancellation’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.
10.16 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order shall control, but only as to that Order.