Terms of Service
Please read these Terms of Service (the “Agreement”) carefully, as it governs and forms a contract between you (“you” “your” or “Customer”) and Daasity, Inc. with its principal place of business located at 4660 La Jolla Village Dr, Suite 1030, San Diego, CA 92122 (“Daasity”).
BY ACCEPTING THIS AGREEMENT, BY CLICKING THE BUTTON INDICATING ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1.1. “Services” means your use of the Daasity platform to extract, load and operationalize your data and the Daasity workflow engine to sequence the steps.
1.2. “Authorized Users” means Customer’s employees and contractors.
1.3. “Business Days” means any day other than Saturday, Sunday, and United States federal holidays.
1.4. “Customer Data” means any information, data, text, documents, logos, pictures, or other content provided by Customer in connection with Customer’s use of the Services, including without limitation, personally identifiable information.
1.5. “Custom Extensions” means certain custom developments (e.g. algorithms, mathematical formulas, etc.) created by Daasity for Customer, pursuant to Customer’s specifications, for Customer’s use in connection with the Services.
1.6. “Documentation” means Daasity’s standard documentation relating to the Services, including online support documentation, as may be updated by Daasity from time to time.
1.7. “Order” means Daasity’s standard order form that is executed by both parties and that references this Agreement.
2. SUBSCRIPTION RIGHTS AND OBLIGATIONS.
2.1. Subscription Rights. Daasity grants to Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable (except as expressly stated in this Agreement), limited license to (a) use and access the Services in accordance with the Documentation and subject to the terms of this Agreement and any limitations set forth in the relevant Order, (b) use the Custom Extensions in connection with Customer’s use of the Services, and (c) use the Documentation for internal purposes solely in connection with use of the Services. Daasity reserves the right, in its sole discretion, to modify, replace, or add to any of its Services or Documentation at any time.
2.2. Customer Data. Customer hereby grants Daasity a royalty-free, worldwide, non-exclusive and, solely in furtherance of the Services and as reasonably necessary in connection therewith, sublicensable license to (i) during the Term, use, distribute, reproduce, modify, adapt, perform, and display Customer Data in connection with providing the Services to Customer and its Authorized Users, (ii) on a perpetual, irrevocable, royalty-free, fully paid up basis, use Customer Data to create and compile aggregated and/or anonymized data and/or statistics in a manner that is not directly attributable to or identified with Customer for the purposes of operating, providing, enhancing, improving, supporting, maintaining, and promoting the Services and for other Daasity’s business uses.
2.3. Feedback. Customer may elect to provide to Daasity feedback, suggestions, improvements, and recommendations regarding the Services, including information about (a) Customer satisfaction and engagement, (b) ease of use of the Services, and (c) suggestions regarding additional or different features or services to be included as part of the Services (collectively, “Feedback”). Customer hereby grants to Daasity a perpetual, worldwide, sublicensable, and royalty-free right to use and otherwise exploit Feedback to operate, provide, improve, enhance, support, maintain, and promote the Services and for all other business uses of Daasity.
2.4. Usernames and Passwords. Daasity will provide each Authorized User (as set forth on an Order) a unique username and password to enable such Authorized User to access the Services pursuant to this Agreement and the relevant Order. Each username and password may only be used to access the Services during one (1) concurrent login session. Customer will ensure that each username and password issued to an Authorized User will be used only by that Authorized User. Customer is responsible for maintaining the confidentiality of all Authorized Users’ usernames and passwords in its possession and is solely responsible for all activities that occur under the Authorized Users’ usernames. Customer agrees: (a) not to allow a third party to use Customer’s accounts, usernames or passwords at any time and (b) to notify Daasity promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement. Daasity reserves the right to terminate any accounts, usernames, or passwords that Daasity reasonably determines may have been used by an unauthorized third party. Authorized User accounts and their associated usernames and passwords cannot be shared or used by more than one individual Authorized User but may be reassigned from time to time to a new Authorized User who is replacing a former Authorized User who has terminated employment or otherwise changed job status or function and no longer uses the Services.
2.5. Customer Obligations. Customer shall (a) be responsible for Authorized Users’ acts and omissions, and any act or omission by an Authorized User which, if undertaken by Customer would be a breach of this Agreement, shall be deemed a breach of this Agreement; (b) use the Services and Documentation only in accordance with this Agreement and the Documentation, (c) comply with all applicable laws and regulations in its use of the Services, including without limitation, privacy and security laws, (d) obtain all rights and consents necessary to grant Daasity the rights to the Customer Data as set forth in this Agreement; and (e) reasonably cooperate with Daasity as necessary for Daasity to perform its obligations under this Agreement.
2.6. Limitations. Except as expressly permitted in this Agreement, Customer will not, and will not permit others to: (a) make the Services available to any third party other than Authorized Users, (b) modify, translate, copy or create derivative works of, or decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code form or structure of the Services, except to the extent the foregoing is permitted by applicable law, (c) remove, alter, or obscure any proprietary notices or labels on the Services or the Documentation, or (d) attempt to gain unauthorized access to the Services.
2.7. Support and Updates. Daasity shall provide Customer with certain support services, as set forth at support.daasity.com. From time to time in accordance with Daasity’s generally applicable procedures, Daasity may make available to Customer updates, upgrades, enhancements, and error corrections to the Services to which Customer has subscribed at no additional charge when such updates, upgrades, enhancements and error corrections are generally made available for the tier of Services to which Customer has subscribed. Updates are provided at no additional charge, but new products, integrations, and significant new features may be subject to an additional charge, provided however that Customer shall incur no such additional charge unless it was notified of such additional charge prior to acquiring or being provided any of the foregoing.
3. ADDITIONAL SERVICES.
If Customer desires to engage Daasity for the development of additional features or for integration, consulting, customization, or other platform related services (the “Additional Services”), the parties may separately enter into a professional services addendum, and one or more statements of work (a “SOW”). Daasity, may, in its discretion, require the development of Custom Extensions to be set forth in a SOW. All terms relating to Additional Services, including any corresponding payment terms (if any), will be specified in the relevant SOW, and be subject to mutual agreement of the Parties.
Aside from the licenses granted herein, all right, title, and interest, including all intellectual property rights, in and to the Services, the Custom Extensions, the Documentation, and Daasity Confidential Information (defined below) shall be owned and retained by Daasity or its licensors and suppliers. Any rights not expressly granted by Daasity in the Agreement are reserved. Subject to the licenses set forth in Section 2.2, all right, title, and interest, including all intellectual property rights, in and to the Customer Confidential Information, and Customer Data shall be owned and retained by Customer or its licensors and suppliers.
5.1. Definition. “Confidential Information” means confidential information disclosed or made available by one party (“Disclosing Party”) to the other party (“Receiving Party”) regarding such Disclosing Party’s actual or anticipated business and/or products or services, including technical, marketing, financial, employee, planning, and other confidential or proprietary information which (a) is in tangible form and marked as “confidential” or “proprietary” or (b) regardless of whether such information is so marked, is information that the Receiving Party knew, or reasonably should have known, was confidential information of Disclosing Party. Notwithstanding the foregoing, the Confidential Information of Daasity includes (i) the Service, the Documentation and information regarding any of the foregoing, whether developed before, during or after the Term; (ii) all quantitative and qualitative information related to the operational characteristics, performance, success or failure rates, benchmark tests, comparative analysis, and suitability of the Service; and (iii) the development, development schedule, design, and architecture of the Service and any improvements thereto.
5.2. Obligation. Each Receiving Party will (a) not disclose any of the Confidential Information of the Disclosing Party to any third parties except as otherwise expressly provided in this Agreement and (b) use the Disclosing Party’s Confidential Information solely to the extent necessary to fulfill its obligations under this Agreement. The Receiving Party agrees to limit access to the Disclosing Party’s Confidential Information to those employees, agents, and representatives who are necessary for the Receiving Party to perform its obligations under this Agreement. All such employees, agents, and representatives must have a written confidentiality agreement with the Receiving Party that is no less restrictive than the terms contained herein. The Receiving Party’s obligations will not apply to information that (a) is or becomes generally known or available to the public through no act or omission of the Receiving Party; (b) is rightfully known by the Receiving Party prior to receiving such information from the Disclosing Party and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The foregoing obligations will not restrict the Receiving Party from disclosing Confidential Information of the Disclosing Party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party gives reasonable notice to the Disclosing Party in order to permit the Disclosing Party to contest such order or requirement; and (ii) on a confidential basis to the Receiving Party’s legal or financial advisors that need to know in order to provide business advice to the Receiving Party. In addition, the Receiving Party may disclose the terms and conditions of this Agreement as required under applicable securities regulations and on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such Receiving Party.
5.3. Equitable Relief. The parties acknowledge that any breach of the confidentiality provisions of this Agreement will constitute immediate, irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy, that Disclosing Party is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction for the breach or threatened breach of confidentiality obligations herein in addition to whatever remedies may be available at law, and that such equitable relief may be granted without the requirement of posting any bond therefore.
Daasity may, during the Term, upon Customer’s prior written consent (such consent not to be unreasonably withheld), include Customer’s name in any routine list of Daasity customers, including without limitation, in investor presentations.
7.1. Fees and Expenses. Customer shall pay Daasity all fees and expenses set forth in the Order or SOW (as applicable). Daasity will invoice Customer on a monthly basis for all applicable fees and expenses. All fees are in United States dollars. Customer will pay each such invoice upon receipt. If any undisputed amount is past due, Customer shall pay interest on the overdue balance at the rate of 1.5% per month or the maximum permitted by law, whichever is less, plus all expenses of collection. In addition to its other remedies, Daasity shall be entitled to suspend performance and discontinue access to and use of the Services until all amounts due are paid in full.
7.2. Taxes. All fees and expenses charged by Daasity hereunder are net of sales, use, value added or other applicable taxes, tariffs or duties, payment of which will be the sole responsibility of Customer (excluding any taxes based on Daasity’s net income). Customer will promptly reimburse Daasity for any such amounts that Daasity pays on Customer’s behalf.
8. TERM AND TERMINATION.
8.1. Term. This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of one (1) year (“Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically be renewed for additional one (1) year periods (each a “Renewal Term”) unless otherwise elected by either party by providing written notice to the other received at least thirty (30) days prior to the expiration of the Term as then in effect. The Initial Term and any Renewal Terms are collectively referred to as the “Term”.
8.2. Termination for Cause. Either party may terminate this Agreement immediately on giving notice in writing to the other party if the other party:
(a) commits a material breach (including any non-payment of fees due) and, in the case of a material breach capable of being cured, failed to cure that breach within thirty (30) days after the receipt of a request in writing to cure such breach (except for that the cure period shall be ten (10) days in the case of Customer’s failure to pay Daasity); or
(b) (i) files for bankruptcy; (ii) is the subject of any proceedings related to its liquidation or the appointment of a receiver or similar officer for it; (iii) makes an assignment for the benefit of all or substantially all of its creditors; or (iv) enters into an agreement for the cancellation, extension, or readjustment of substantially all of its obligations; provided, however, if the non-terminating party provides adequate assurances regarding its ability to continue performing, the other party may not terminate.
8.3. Effects of Termination or Expiration.
(a) Upon expiration or termination of this Agreement for any reason, without limiting the express obligations of the parties upon termination set forth in this Agreement, the parties shall use commercially reasonable efforts to mutually agree upon and effect an orderly and economic wind down of their relationship to be completed within thirty (30) days of the expiration or termination date, taking into consideration the legitimate economic interests of each party in effecting the transition. The parties recognize that the best method of effecting such wind down cannot be known presently and agree to reasonably cooperate at the time to serve the interests of all parties as best as practical. Customer acknowledges and agrees that the storing and transition of data during this transition period by Daasity may be subject to additional fees.
(b) Upon expiration or termination of this Agreement, all Orders, the professional services addendum, and SOWs entered into hereunder shall also immediately terminate and the licenses granted hereunder shall terminate effective immediately (except the licenses which expressly by their terms survive) and (i) Customer and its Authorized Users shall promptly discontinue use of the Service and any other Daasity Confidential Information, and (ii) Daasity shall promptly discontinue use of Customer Data.
(c) Each party shall return to the other party the Confidential Information of the other party (including all print copies thereof) in such party’s possession or control, destroy all electronic copies of the other party’s Confidential Information, and certify that such party has complied with the foregoing requirements.
(d) Customer shall remain liable for all payments due to Daasity with respect to the period ending on the date of termination or expiration, including but not limited to, any accrued fees for Platform Support Services and other services performed and Services provided prior to the date of termination or expiration.
(e) In addition to those provisions that survive according to their terms, the following sections will survive any expiration or termination of this Agreement: Sections 1, 2.2(ii) and (iii), 2.3, 2.6, 4, 5, 6, 7, 8.3, 9.2, 11, and 12.
9.1. Daasity Warranty. Daasity represents and warrants to Customer that during the Term, the Services will operate in all material respects in accordance with the Documentation. Provided that Customer notifies Daasity in writing of any breach of the foregoing warranty, Daasity shall, as Customer’s sole and exclusive remedy, provide the support services as set forth in Section 2.7 of this Agreement.
9.2. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY IN SECTION 9.1, THE SERVICES, CUSTOM EXTENSIONS, AND DOCUMENTATION ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DAASITY DOES NOT WARRANT THAT THE SERVICES, CUSTOM EXTENSIONS, OR DOCUMENTATION WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ACCURATE, TIMELY, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 9.1, DAASITY AND ITS LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, OR ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
10.1. By Daasity. Daasity shall defend, indemnify, and hold Customer harmless against all costs and expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third party claims that any use of, or access to, the Services or Custom Extensions by Customer as expressly authorized under this Agreement infringes or misappropriates, as applicable, the United States of America patent, copyright, trademark or trade secret rights of such third party, provided that Customer gives Daasity (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; provided that Daasity shall not settle any third-party claim unless such settlement completely and forever releases Customer with respect thereto or unless Customer provides its prior written consent to such settlement; and (c) such information and assistance as Daasity may reasonably request, at Daasity’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Daasity shall have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) Customer Data, (2) the combination, operation, or use of the Services with products, services, deliverables, materials, technologies, business methods or processes not furnished by Daasity; (3) modifications to, or derivative works of, the Service which were not made by Daasity; or (4) Customer’s or its Authorized Users’ breach of this Agreement or use of the Service other than in accordance with this Agreement (collectively, “IP Exclusions”). Upon the occurrence of any claim for which indemnification is or may be due under this Section, or in the event that Daasity believes that such a claim is likely, Daasity may, at its option (i) modify or replace the Services so that it becomes non-infringing; (ii) obtain the necessary license(s) so that Customer has the rights to continue using the Services; or (iii) if (i) or (ii) are not reasonably possible, terminate this Agreement (or the applicable Orders or SOWs) on written notice to Customer and refund to Customer a pro rata amount of pre-paid fees for the remainder of the term in which Services have not yet been provided. The obligations set forth in this Section shall constitute Daasity’s entire liability and Customer’s sole remedy for any infringement or misappropriation claims.
10.2. By Customer. Customer shall defend, indemnify, hold Daasity harmless against all costs and expenses (including reasonable attorneys’ fees), damages, losses, and liabilities arising out of any (a) IP Exclusions, (b) breach of Customer responsibilities set forth in Section 2.5 (Customer Obligations), and (c) Customer Data in the form provide to or collected by Daasity (including without limitation any claim that any Customer Data is fraudulent, incomplete, or inaccurate or is false, misleading, disparaging, infringing, misappropriating, or otherwise violating any intellectual property or privacy rights), provided that Daasity gives Customer (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Customer may reasonably request, at Customer’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Customer shall not settle any third-party claim, unless such settlement completely and forever releases Daasity with respect thereto or unless Daasity provides its prior written consent to such settlement. In any action for which Customer provides defense on behalf of Daasity, Daasity may participate in such defense at its own expense by counsel of its choice.
11. LIMITATION OF LIABILITY.
11.1. CUSTOMER, AND NOT DAASITY, IS ENTIRELY RESPONSIBLE FOR ALL CUSTOMER DATA THAT CUSTOMER UPLOADS, POSTS, TRANSMITS OR OTHERWISE MAKES AVAILABLE THROUGH THE SERVICES, INCLUDING THE ACCURACY AND COMPLETENESS OF ALL SUCH CUSTOMER DATA. CUSTOMER AGREES THAT DAASITY HAS NO RESPONSIBILITY OR LIABILITY FOR THE FAILURE OF ANY CUSTOMER DATA TO BE TRANSMITTED, IN WHOLE OR IN PART, THE CORRUPTION OF ANY CUSTOMER DATA, OR FOR CUSTOMER DATA WHICH, AS TRANSMITTED BY CUSTOMER IS INACCURATE OR INCOMPLETE.
11.2. EXCEPT FOR BREACHES OF SECTION 4 (OWNERSHIP), SECTION 5 (CONFIDENTIALITY), , AND THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (A) IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS OR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABLITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT WILL DAASITY’S OR ITS LICENSORS’ OR SUPPLIERS’ TOTAL AGGREGATE LIABLITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID TO DAASITY BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY. THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.
12.1. Notices. Except as otherwise indicated in this Agreement, notices under this Agreement shall be in writing and shall be sent, postage prepaid, by regular first-class mail or commercial courier to the receiving party at that party’s address set forth in the introductory paragraph of this Agreement, or at such other address as that party shall have previously indicated by written notice. Such notice is effective upon receipt at the designated address.
12.2. Relationship of Parties. The parties are independent contractors. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Except as expressly provided in this Agreement, neither party will act as an agent of the other party by reason of this Agreement. In any event, neither party shall have the power to bind the other or to contract in the name of or create any liability against the other.
12.3. Assignment. Neither party shall, without the other party’s prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement to any third party, whether voluntarily or by operation of law. Any purported transfer or assignment in violation of the foregoing shall be null and void. Notwithstanding the foregoing, either party may assign this Agreement to a purchaser of all or substantially all of its stock or assets or to a successor entity in the event of a merger or other reorganization in which the assigning party is not the surviving entity, provided that the assigning party provides the other party with written notice of any such assignment and the resulting entity agrees to comply with the terms and conditions of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
12.4. Force Majeure. Neither party shall be liable under this Agreement for failure or delay in performance (excluding the fulfillment of payment obligations) caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall use commercially reasonable efforts to resume the performance excused by the Force Majeure Event. “Force Majeure Event” means any event beyond the reasonable control of the party affected by such event, including without limitation, communication line failure, power failure, Internet outage, terrorism, fire, storm, weather, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, acts or omission of any third party, any state or national law, decree or ordinance, or any executive or judicial order, which event causes a party to delay or fail to perform under this Agreement.
12.5. Governing Law; Venue. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. The parties hereby submit to the personal jurisdiction of the state and federal courts serving San Diego County, California. Notwithstanding the foregoing, the parties may seek injunctive or other equitable relief in accordance with Section 5.3.
12.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will be deemed modified so as to be valid and enforceable to the greatest extent possible under applicable law, and the validity of the remaining provisions hereof shall not be affected thereby.
12.7. Export Control. Customer agrees that it will not export, re-export, or transfer, directly or indirectly, the Services, Documentation, or any other U.S. technical data acquired from Daasity, or any products utilizing such data, in violation of the United States export laws or regulations. Customer agrees to obtain all licenses, permits or approvals required by any government at Customer’s sole cost and expense. Customer will indemnify and hold Daasity harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Customer of its obligations to comply with such export or import laws or regulations.
12.8. Amendment and Waiver. No amendment to, or waiver of rights under, this Agreement shall be effective unless in writing signed by authorized representatives of each party. Any waiver of a provision of this Agreement shall not be deemed a subsequent waiver of the same or any other provision of this Agreement.
12.9. Integration; Complete Agreement. This Agreement, including Orders, SOWs, support terms, and the professional services addendum, as applicable, which are referenced herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
12.10. Order of Precedence; Interpretation. No purchase order, order acknowledgment, quotation, or other similar correspondence containing any terms and conditions that are in addition to, inconsistent with or conflict with the terms and conditions of this Agreement shall control, unless expressly agreed to in a writing executed by both parties. To the extent an Order or SOW contains any terms and conditions that are in addition to, inconsistent with or conflict with the terms and conditions of this Agreement, such terms and conditions in the Order or SOW shall control solely with respect to such Order or SOW. The section headings of this Agreement are for convenience and will not be used to interpret this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
12.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.