EFFECTIVE DAY 9 NOVEMBER 2023
These Convolinx Subscription Terms of Service ("Agreement") are entered into by and between ConvoLinx LLC ("ConvoLinx") and the entity or person visiting ConvoLinx’s website, placing an order, or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from ConvoLinx pursuant to any ConvoLinx service agreements, ordering documents, online registration, order descriptions, or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to the Site or any Service (as defined below) through any online provisioning, registration, or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement: From time to time, ConvoLinx may modify this Agreement. Unless otherwise specified by ConvoLinx, changes become effective for Customer immediately. Customers may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
"AUP" means ConvoLinx's Acceptable Use Policy, available HERE or a successor URL, incorporated into these terms by this reference.
"Beta Offerings" means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
"Contractor" means an independent contractor or consultant who is not a competitor of ConvoLinx.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer.
"Customer Properties" means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services.
"Dashboard" means ConvoLinx's user interface for accessing and administering the Services that Customer may access via the web or the ConvoLinx Apps.
"Documentation" means the technical user documentation provided with the Services.
"Feedback" means comments, questions, suggestions, or other feedback relating to any ConvoLinx product or service. Feedback does not include any Customer Data.
"Intellectual Property Rights" include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country, or other jurisdiction.
"Order Form" means a written or electronic form to order the Services or an online order completed through ConvoLinx's website. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.
"People" means Customer's end user customers, potential end user customers, and other users of and visitors to the Customer Properties.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Sensitive Personal Information" means any of the following: (i) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA") not authorized or covered by any other agreement with ConvoLinx; or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU General Data Protection Regulation or any successor directive or regulation).
"Services" means ConvoLinx's proprietary software-as-a-service solution(s), including the Dashboard, ConvoLinx application programming interfaces (APIs), and ConvoLinx Apps, as described in the applicable Order Form or agreement.
2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). Customer will purchase and ConvoLinx will provide the specific Services as specified in the applicable Order Form.
2.3. Access to Services. Customer may access and use the Services solely for its own benefit in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Use of, and access to, the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on ConvoLinx's systems, Customer will require that all Permitted Users keep such information strictly confidential and not share it with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. Customer will be responsible for any and all actions taken using Customer's accounts and passwords.
2.4. ConvoLinx Apps. To the extent ConvoLinx provides ConvoLinx Apps for use with the Services, subject to all of the terms and conditions of this Agreement, ConvoLinx grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the ConvoLinx Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
2.5. Deployment of ConvoLinx Technology. Subject to all of the terms and conditions of this Agreement, ConvoLinx grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the ConvoLinx Technology provided by ConvoLinx on Customer Properties solely to support Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
2.6. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
2.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services except to the extent expressly permitted by applicable law (and then only upon advance notice to ConvoLinx); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation any notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.
2.8. ConvoLinx APIs. If ConvoLinx makes access to any APIs available as part of the Services, ConvoLinx reserves the right to place limits on access to such APIs. ConvoLinx may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if ConvoLinx believes that Customer's usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services.
2.9. Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings are not subject to the same security measures as the Service. ConvoLinx will have no liability arising out of or in connection with Beta Offerings. CUSTOMER USES BETA OFFERINGS AT ITS OWN RISK.
3.2. Rights in Customer Data. As between the parties, Customer will retain all rights, title, and interests (including any and all Intellectual Property Rights) in and to the Customer Data as provided to ConvoLinx. Subject to the terms of this Agreement, Customer hereby grants to ConvoLinx a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the Services to Customer.
3.3. Storage of Customer Data. ConvoLinx agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term and expressly disclaims all other obligations with respect to storage.
3.4. Customer Obligations
a) In General. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to ConvoLinx that Customer has all necessary rights, consents, and permissions to collect, share, and use all Customer Data as contemplated in this Agreement (including granting ConvoLinx the rights in Section 3.2 (Rights in Customer Data) and that no Customer Data will violate or infringe any third-party Intellectual Property Rights or any Laws. Customer further represents and warrants that all Customer Data complies with the AUP. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.
b) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any activities using the Services that violate any laws or regulations.
c) Disclosures on Customer Properties. Customer acknowledges that the ConvoLinx Technology used on Customer Properties may collect and process personal data. Customer will include on each Customer Property a privacy policy that discloses Customer's use of third-party tracking technology to collect data and how, and for what purposes, the data collected will be used or shared with third parties. Customer must also provide individuals with clear and comprehensive information about the storing and accessing of information on their devices where such activity occurs in connection with the Services and as required by applicable Laws.
d) Customer agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information.
3.5. Indemnification by Customer. Customer will indemnify, defend, and hold harmless ConvoLinx from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any provided Services, Customer Data, Customer’s use of Third-Party Platforms, or breach or alleged breach by Customer of any obligations.
3.6. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that ConvoLinx may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and ConvoLinx may use the Aggregated Anonymous Data to analyze, improve, support, and operate the Services and otherwise for any business purpose during and after the term of this Agreement.
Security ConvoLinx agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of any Service or Customer Data. However, ConvoLinx will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond ConvoLinx's control.
Third-Party Platforms and Third-Party Integrations 5.1 Integration with Third-Party Platforms. The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms.
5.2 Third-Party Apps. Customer represents and warrants that Customer has agreed to the terms of service associated with any Third-Party App(s) and has created, or has authorized ConvoLinx to create on Customer's behalf, an account in accordance with such terms and conditions, which govern Customer's use of such Third-Party App account. ConvoLinx will have no liability for and the Third-Party App provider is solely responsible for the Third-Party App.
5.3 Third-Party Beta Releases. TO THE EXTENT A CUSTOMER USES FEATURES IN THE SERVICE THAT INTEGRATE WITH A THIRD-PARTY PLATFORM AND A CUSTOMER REQUESTS THAT ConvoLinx INTEGRATE WITH SUCH THIRD-PARTY PLATFORM’S BETA OR PRE-RELEASE FEATURES ("THIRD PARTY BETA RELEASES"), ConvoLinx WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH ConvoLinx's PARTICIPATION IN SUCH THIRD PARTY BETA RELEASES OR CUSTOMER’S USE OF SUCH INTEGRATED FEATURES.
6.2 Feedback. Customer, from time to time, may submit Feedback to ConvoLinx. ConvoLinx may freely use or exploit Feedback in connection with the Service.
7.2 Fees and Payment. All fees are as set forth in the applicable Order Form or Agreement and will be paid by Customer within thirty (30) days of the invoice, unless otherwise specified in the applicable Order Form or Agreement. All fees are non-refundable. Customer is responsible for paying all Taxes.
7.3 Payment. If you are purchasing the Services via credit card, debit card, or other payment card ("Credit Card"), the following terms apply:
Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes ConvoLinx (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any). The amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to ConvoLinx and ConvoLinx reserves the right to terminate Services and this Agreement.
Changing Credit Card Information. At any time, Customer may change its Credit Card information.
Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending ConvoLinx notice of non-renewal or by terminating via the "Account" page on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period and Customer's Credit Card will not be charged.
Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, ConvoLinx will charge Customer for any outstanding fees for Customer's use of the Services during the Subscription Term, after which ConvoLinx will not charge Customer for any additional fees.
7.4 Suspension of Service. If Customer's account is thirty (30) days or more overdue, ConvoLinx reserves the right to suspend Customer's access to the Service without liability until such amounts are paid in full. ConvoLinx also reserves the right to suspend Customer's access to the Services without liability if Customer's use of the Services is in violation of the AUP.
8.2 Termination for Cause. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
8.3 Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related ConvoLinx Technology) and delete (or, at ConvoLinx's request, return) any and all copies of the Documentation, any ConvoLinx passwords or access codes, and any other ConvoLinx Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that ConvoLinx may delete any such data as may have been stored by ConvoLinx at any time.
8.4 Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Customer Data), 3.5 (Indemnification by Customer), 3.6 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 12 (Limitation of Remedies and Damages), 13 (Indemnification), 14 (Confidential Information), and 16 (General Terms).
9.2 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES ARE PROVIDED "AS IS". NEITHER ConvoLinx NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ConvoLinx DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES ConvoLinx WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. ConvoLinx SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. ConvoLinx SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ConvoLinx. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO CONVOLINX DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
10.3 Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.4 (Customer Obligations) or 3.5 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 14 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).
10.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Confidential Information Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any ConvoLinx Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of ConvoLinx without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for ConvoLinx, the subcontractors referenced in Section 16.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 14. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Publicity ConvoLinx may, upon Customer’s prior written consent, use Customer’s name to identify Customer as a ConvoLinx customer of the Service, including on ConvoLinx’s public website. ConvoLinx agrees that any such use shall be subject to ConvoLinx complying with any written guidelines that Customer may deliver to ConvoLinx regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.
General Terms 13.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
13.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
13.3. Governing Law; Dispute Resolution.
a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved in a court of law as set forth below.
b) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MASSACHUSETTS. IN ANY DISPUTE, MASSACHUSETTS LAW SHALL APPLY.
c) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND CONVOLINX AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
d) Injunctive Relief. Notwithstanding the above provisions, ConvoLinx may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
13.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
13.5. Amendments; Waivers. Except as provided under “Modifications to this Agreement” and otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
13.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience ConvoLinx may make changes to the Services and will update the applicable Documentation accordingly. The support and service level availability terms described in applicable policies may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease ConvoLinx's obligations as compared to those reflected in such terms as of the Effective Date).
13.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
13.8. Subcontractors. ConvoLinx may use the services of subcontractors and permit them to exercise the rights granted to ConvoLinx in order to provide the Services under this Agreement, provided that ConvoLinx remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement, (ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.
13.9. Subpoenas and Lawful Disclosures. Nothing in this Agreement prevents ConvoLinx from disclosing Customer Data to the extent required by law, subpoenas, or court orders. ConvoLinx will make reasonable efforts to notify Customer of subpoenas and lawful disclosures when permitted to do so.
13.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
13.11. Export Control. In its use of the Services, Customer agrees to comply with all export control and economic sanctions and any relevant import laws and regulations of the United States and other applicable jurisdictions.
13.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.