This METER Group, Inc. USA (“METER Group”) Software-as-a-Service Subscription Agreement (collectively with the terms of any Order Form the “Agreement”) for a subscription to the METER Group Software-as-a-Service (the “METER Group Service”) is between METER Group and the client (individual or entity) that has purchased a subscription to the METER Group Service (“Client”). If you are an individual using the METER Group Service on behalf of a corporation, partnership or other entity, then that entity will be the Client, and you represent and warrant that you are authorized to enter into this Agreement. Each of METER Group and Client are individually referred to herein as a “Party” and collectively as the “Parties”
This Agreement applies only to the METER Group Service and does not grant Client any right to any other METER Group software, product and/or service, which may be made available under separate agreements.
Client agrees that from time to time METER Group may modify this Agreement and that any such changes shall become effective immediately. METER Group will use reasonable commercial efforts to notify Client of the changes through communications including without limitation online, email or other means. Client may be required to click to accept the modified Agreement before using the METER Group Service in a renewal Subscription Term (as defined below), and in any event continued use of the METER Group Subscription during the renewal Subscription Term shall constitute Client’s acceptance of the version of the Agreement in effect at the time the renewal Subscription Term begins.
IMPORTANT: IF CLIENT DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLIENT SHALL NOT INSTALL, ACCESS OR USE THE METER GROUP SERVICE. BY CHECKING THE ACCEPTANCE BOX OR INSTALLING OR USING ANY PORTION OF THE METER GROUP SERVICE, CLIENT IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity.
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Client Content” means the information and/or other data used by Client in connection with the METER Group Service.
“Documentation” means METER Group’s online user guides, documentation, help and training materials, as updated from time to time, accessible via metergroup.com or login to the applicable METER Group Service.
“Harmful Code” means software, code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and Trojan horses.
“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including without limitation copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
“Order Form” means the METER Group Order Form for the METER Group Service signed by METER Group and Client and that identifies the METER Group Service that Client is purchasing and the associated pricing and other pertinent terms.
“Purchased Volumes” means the Subscription Limit set forth in the Order Form.
“Subscription Term” means the set term designated herein or in the applicable Order Form.
“METER Group Mobile Application” means a software application that may be downloaded by Client through METER Group websites or software platforms or markets from time to time including Apple’s App Store and loaded onto an iPad or other hand-held device on which the then- current METER Group Mobile Application has been designed to and is permitted to run.
“METER Group Service” means the METER Group AROYA software solution made available through a software as a service platform (and/or as a downloaded METER Group Mobile Application) together with any additional features, functionality or updates developed by METER Group that augment or enhance such solution and provided as part of the Service, and the documentation therefor, support and related products ordered by Client pursuant to the Order Form(s) and made available by METER Group subject to this Agreement.
“User(s)” means the individuals who are authorized by Client to access and use the METER Group Service.
2.1 Provision of the METER Group Service. The METER Group Service is provided by METER Group as an online service on a subscription basis for a set term designated herein or in the applicable Order Form (each, a “Subscription Term”).
2.2 License to Use the METER Group Service. METER Group shall retain all right, title and interest in and to the METER Group Service. Subject to the terms of this Agreement (including without limitation any restrictions and limitations designated in the applicable Order Form), and conditioned on Client’s and the Users’ compliance therewith, METER Group hereby grants Client a limited, revocable, non-exclusive, non-transferable, non-assignable, non- sublicensable right to access and use the METER Group Service solely for its own internal business operations purposes during the Subscription Term. Client may access the Service either via (i) the domains that allow Client and its permitted users to access the Service from the supported browsers including aroya.io, (ii) or a METER Group Mobile Application. Except as provided in this Agreement, METER Group reserves all right, title and interest in and to the METER Group Service, including without limitation all related Intellectual Property Rights, and the license granted to Client does not convey any rights in the METER Group Service, express or implied, or ownership in the METER Group Service or any Intellectual Property rights thereto. Any rights not expressly granted herein are reserved by METER Group and its licensors.
2.3 Restrictions. Client shall not (and Client shall direct any and all Users to not), directly or indirectly:
(a) modify, copy or create any derivative works based on the METER Group Service;
(b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer the METER Group Service in any form of service bureau, outsourcing or otherwise make the METER Group Service available to any third party;
(c) frame, scrape or mirror any content forming part of the METER Group Service, other than on Client’s own intranet for Client’s internal business operations purposes as permitted under this Agreement;
(d) use the METER Group Service to store or transmit infringing, libelous or otherwise unlawful or tortious material, or store or transmit material in violation of any third-party privacy right;
(e) use the METER Group Service to store or transmit Harmful Code;
(f) interfere with or disrupt the integrity or performance of the METER Group Service;
(g) attempt to gain unauthorized access to the METER Group Service or its related systems or networks;
(h) permit direct or indirect access to or use of the METER Group Service in a way that circumvents a contractual usage limit under this Agreement;
(i) reverse engineer or decompile any portion of the METER Group Service, including without limitation any software utilized by METER Group in the provision of the METER Group Service;
(j) access the METER Group Service in order to build any commercially available or competing service or product or otherwise commercially exploit the METER Group Service; and/or
(k) copy any features, functions, integrations, interfaces or graphics of the METER Group Service and/or any related software.
3.1 Client Responsibilities and Client Content. Client will use the Service solely for its internal business operations purposes and not for the benefit of any third party. Client shall:
(a) be responsible for Client’s and Users’ compliance with this Agreement;
(b) be responsible for the accuracy, quality, appropriateness, and legality of any Client and/or User data or other business information (“Client Content”) used in the METER Group Service;
(c) prevent unauthorized access to or use of the METER Group Service, and notify the METER Group promptly of any such unauthorized access or use; and
(d) use the METER Group Service only in accordance with the terms of this Agreement and in compliance with all applicable laws and regulations. Client grants METER Group a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, assignable, transferable, sublicensable right and license to host, store, transfer, display, perform, reproduce, modify and distribute Client Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) for the sole purpose of providing the METER Group Service to Client and addressing any service or technical problems.
3.2 METER Group Responsibilities. METER Group shall implement commercially reasonable technical and organizational measures designed to secure availability, confidentiality and integrity with respect to the METER Group Service and other Client Content and information. However, Client acknowledges and agrees that the METER Group Service is provided on an “as is” and “as available” basis. The METER Group Service may be subject to limitations, delays and other problems including without limitation those inherent in the use of software-as-a-service, cloud computing, Internet and electronic communications. METER Group shall not be responsible for any delays, delivery failures or other damage resulting from such problems. METER Group shall retain the right to collect usage and other statistics from the METER Group Service to be used to monitor compliance with applicable usage limits and for diagnostic, operational, performance and product improvement purposes. METER Group may, at its discretion and for any purpose, use, modify and incorporate into the METER Group Service any feedback, comments and/or suggestions Client or the Users provide to METER Group without any obligation to Client or the Users. METER Group may compile and use information regarding Client’s use of the METER Group Service on an anonymized basis for data analysis and METER Group Service improvement or optimization purposes.
4.1 Fees. Client must pay all fees specified in all Order Forms. Except as otherwise stated in an Order Form, all fees are quoted and payable in U.S. dollars and are based on the METER Group Service rights acquired and not actual usage. Except as otherwise stated in an Order Form or as provided herein, payments must be made on a monthly basis in advance.
4.2 Non-cancelable and non-refundable. All payment obligations under any and all Order Forms are non-cancelable, and all payments made are non-refundable. The license rights for the usage quantities set forth on any respective Order Form cannot be decreased during the Initial Term.
4.3 Invoicing and Payment. Fees for the METER Group Service will be invoiced in accordance with the relevant Order Form. The first month’s Subscription Fees, as specified in each Order Form, are due and payable upon Client’s execution of such Order Form. All other fees due hereunder will be due and payable within thirty (30) days of invoice date. Client will provide METER Group with complete and accurate billing and contact information.
4.4 Overdue Payments. Any payment not received from Client by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at METER Group’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
4.5 Non-Payment and Suspension of Service. If Client’s account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, METER Group reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Client, until such amounts are paid in full.
4.6 Taxes. METER Group’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including without limitation value-added, excise, use or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases hereunder, this Agreement, and the METER Group Service. If METER Group has a legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount will be invoiced to and paid by Client, unless Client provides METER Group with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, in connection with this Service, that is designated as confidential or that reasonably should be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure. METER Group Confidential Information includes the METER Group Service and Documentation. Confidential Information of each party includes software, code, business and marketing plans, financial information, technology and technical information, inventions, know-hows, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
5.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less protective than those herein.
5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
5.4 No Intellectual Property Rights. THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use disclosing Party’s Confidential Information for the express, limited purposes described above.
6.1 METER GROUP PROVIDES THE METER GROUP SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METER GROUP MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE METER GROUP SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS; THAT THE CLIENT CONTENT AND/OR ANY OTHER DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND/OR ANY WARRANTY (WHETHER EXPRESS, IMPLIED OR STATUTORY) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN THE EVENT THAT A JURISDICTION DOES NOT ALLOW THE FOREGOING EXCLUSIONS, SUCH EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE METER GROUP SERVICE.
6.2 IN NO EVENT SHALL METER GROUP’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE METER GROUP SERVICE, ANY RELATED SOFTWARE AND/OR THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY ORDER FORM) EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO METER GROUP TO USE THE METER GROUP SERVICE DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL METER GROUP BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR ANY OTHER ECONOMIC ADVANTAGE OR BENEFIT) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE METER GROUP SERVICE AND/OR THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY ORDER FORM), INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE METER GROUP SERVICE AND/OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CLAIM OR BASIS.
7.1 Indemnification by METER Group. METER Group will defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits or proceedings (“Claims”) made or brought against Client by a third party alleging that the use of the METER Group Service as contemplated hereunder infringes a U.S. copyright issued as of the Effective Date; provided, however, that Client: (a) promptly gives written notice of the Claim to METER Group; (b) gives METER Group sole control of the defense and settlement of the Claim (provided that METER Group may not settle any Claim unless it releases Client of all liability); and (c) provides to METER Group, at METER Group’s cost, all reasonable assistance. METER Group will not be required to indemnify Client in the event of: (w) modification of the METER Group Service by Client or any violation by Client or any Users of the obligations under this Agreement; (x) use of the METER Group Service in a manner inconsistent with the Documentation; (y) use of the METER Group Service in combination with any other product or the METER Group Service not provided by METER Group; or (z) use of the METER Group Service in a manner not otherwise contemplated by this Agreement. If Client is enjoined from using the METER Group Service or METER Group reasonably believe it will be enjoined, METER Group will have the right, in its sole discretion, to obtain for Client the right to continue use of the METER Group Service or to replace or modify the METER Group Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to METER Group, then use of the METER Group Service may be terminated in METER Group’s sole discretion and METER Group’s sole obligation and liability will be to refund any prepaid, but unused, Subscription Fees paid by Client for the METER Group Service.
7.2 Indemnification by Client. Client shall defend, indemnify and hold METER Group harmless from any Claims made or brought by a third party: (i) based upon breach of this Agreement by Client, its employees and Users resulting in the unauthorized disclosure of Confidential Information; (ii) alleging that the Client data or business information infringes the rights of, or has caused harm to, a third party; or (iii) in connection with a claim arising from use of the METER Group Service in breach of this Agreement by Client or Users; provided, however, that METER Group: (a) promptly gives written notice of the Claim to Client; (b) gives Client sole control of the defense and settlement of the Claim (provided that Client may not settle any Claim unless it unconditionally releases METER Group of all liability); and (c) provides to Client, at Client cost,
all reasonable assistance.
Upon written request, Client shall furnish to METER Group a signed certification certifying that Client and Users are using the METER Group Service pursuant to the terms of this Agreement and the applicable Order Form. With reasonable prior notice of at least ten (10) days, METER Group may audit Client’s use of the METER Group Services. Without due cause shown, all such audits shall be conducted during regular business hours and no more frequently than twice in any twelve (12) month period and in a manner that does not unreasonably interfere with Client’s business operations. Client shall make available all such books, records, equipment, information and personnel and shall provide all such cooperation and assistance as may reasonably be requested by or on behalf of METER Group with respect to such audit. Client shall be responsible for such audit costs and any additional fees only in the event the audit reveals that Client’s use of the METER Group Services exceeded any of Purchased Volumes set forth in the applicable Order Form.
9.1 Term. This Agreement will commence on the Effective Date and continue for a period of twelve (12) months (the “Initial Term”), and will automatically renew at the end of the Initial Term (or any renewal term) for a period of one year (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides written notice to the other of non- renewal at least ninety (90) days before the end of the Initial Term or any renewal term. Any such renewal will be at the list price for the METER Group Service in effect at the time of such renewal.
9.2 Suspension. METER Group may suspend Client’s right to access or use any portion or all of the METER Group Services immediately upon notice to Client if METER Group in its sole discretion determines that Client and/or its User’s use of the METER Group Services: (a) poses a security risk to the METER Group Services or any third party; (b) may adversely impact the METER Group Services or the systems or the data of any other client; (c) may subject METER Group, its Affiliates, employees, officers, directors, contractors, other representatives or any third party to liability; (d) may be fraudulent or illegal; or (e) is in breach of this Agreement, including without limitation if Client is delinquent on its payment obligations for more than thirty (30) days. If METER Group suspends Client’s right to access or use any portion or all of the METER Group Services in accordance with this provision, Client shall remain responsible for all fees and charges. METER Group shall have no liability for any damage, liabilities, losses or any other consequences that Client may incur as a result of a suspension.
9.3 Termination. Either party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.4 Effect of Termination. Upon any termination of this Agreement, Client must, as of the date of such termination, immediately cease accessing or otherwise utilizing the METER Group Service and METER Group Confidential Information. Termination for any reason will not relieve Client of the obligation to pay any fees accrued or due and payable to METER Group prior to the effective date of termination. Upon termination for cause by METER Group, all future amounts due under all Order Forms will be accelerated and become due and payable immediately.
10.1 Export Compliance. The METER Group Services, and other technology METER Group makes available and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Client shall not permit Users to access or use the METER Group Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
10.2 Entire Agreement. This Agreement and the Order Form(s) constitute the entire agreement between Client and METER Group regarding the METER Group Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. No provision of any purchase order or other document of Client, including without limitation any electronic invoicing portals and/or vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect notwithstanding any provision to the contrary in any such other document.
10.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including without limitation all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets and/or stock. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets and/or stock to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, METER Group will refund to Client any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
10.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
10.7 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including without limitation acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or Harmful acts, such as threats and/or attacks on or through the Internet, any Internet provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
10.8 Choice of Law and Jurisdiction. Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of the State of Washington. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts located in Seattle, WA. Nothing in this section shall restrict METER Group’s right to bring an action (including without limitation a motion for injunctive relief) against Client in the jurisdiction where Client’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
10.9 Injunctive Relief. The parties acknowledge that any breach of their obligations under this Agreement with respect to Intellectual Property Rights, Confidential Information, or Client’s breach of its obligations under Sections 2 and/or 3, may cause irreparable injury for which the remedies at law are inadequate and therefore the non-breaching party is entitled to immediate equitable relief, without requirement of posting bond and without the necessity of showing actual money damages, in addition to all other remedies provided by this Agreement or available at law or in equity.
10.10 Notices. Notice or approval must be in writing signed by a party’s authorized representative and sent by email transmission, overnight courier, or registered or certified mail to the address provided on the Order Form or otherwise specified in writing by a party for notice. Notices provided by email transmission or overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
10.11 Entire Agreement. This Agreement and the Order Form(s) constitute the entire agreement between Client and METER Group regarding the METER Group Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. No provision of any purchase order or other document of Client, including without limitation any electronic invoicing portals and/or vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect notwithstanding any provision to the contrary in any such other document.
10.12 No Third-Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement.
10.13 Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1, 6, 6, 7.2, 8, 9.4 and 10.