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JOINT USE 365™ SOFTWARE SUBSCRIPTION AGREEMENT

This Software Subscription Agreement is made and entered into between Accent Business Services, Inc., dba Varasset (hereinafter “Varasset”) and [customer business name], (hereinafter “Customer”).

BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, BY SIGNATURE ON THIS SUBSCRIPTION AGREEMENT OR BY EXECUTING A SALES ORDER THAT REFERENCES THIS SUBSCRIPTION AGREEMENT, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT THIS SUBSCRIPTION AGREEMENT AND YOU MAY NOT USE THE SOFTWARE.

1) DEFINITIONS

“Agreement” means this Subscription Agreement, including Addenda expressly incorporated into this Subscription Agreement.

“Authorized User” means an individual authorized by Customer to use the Software including, but not limited to, employees, consultants, contractors and third parties whom Customer has paid to access and use the Software under Customer’s Subscription Agreement.

“Customer Data” means data and information imported or entered into the Software by Customer in connection with its use of the Software.

“Customer” means the entity identified in the Sales Order(s).

“Documentation” means written or electronic documents, images, sound recordings and/or audiovisual works, describing and/or specifying the Software and its operation provided or made available to Customer and its Authorized Users by or through Varasset.

“Effective Date” is the earlier of the date on each Sales Order or the date Customer executes acceptance of this Subscription Agreement.

“Malicious Software” means any file, script, agents or programs intended to do harm such as a virus, malware, Trojan horse, time bomb, worm or other similar harmful software.

“Sales Order(s)” means any order form provided by Varasset and approved by Customer and specifying the Software including, among other things, the Customer, the number and type of Authorized Users, the Subscription Term and the Effective Date.

“Software” means the Joint Use 365™ software and other Varasset and third-party software and/or electronic files provided with or incorporated into the Joint Use 365 software, as well as the Documentation.

“Software Services” means ongoing maintenance and technical support for the Software provided to Customer by Varasset during the Subscription Term.

“Subscription Term” means the period that Customer has the right to use the Software specified in the Sales Order(s) including the Initial Subscription Term and any Renewal Subscription Terms.

2) USE OF SOFTWARE

  1. a) Subscription. Upon acceptance of this Subscription Agreement and fulfillment of the payment obligations and any other conditions specified in an applicable Sales Order, Varasset grants Customer a limited, revocable, non-exclusive, personal, non-transferable, subscription-based license to access and use the Software and Documentation during the Subscription Term, limited to the number of Authorized Users agreed in the Sales Order and paid by Customer.
  2. b) No Right to Sublicense. Customer may not sub-license or transfer any of the rights licensed to Customer by Varasset in this Subscription Agreement. Customer may not rent, lease, sell or otherwise transfer Authorized User credentials or access to any third-party not affiliated with Customer and/or not subject to Customer’s direction and control.
  3. b) Subscriptions. Unless otherwise specified in a Sales Order: (i) access to and use of the Software is provided solely on a paid subscription basis, (ii) additional Authorized Users may be added during a Subscription Term at the same price as the then-current Subscription Term and prorated for the portion of that Subscription Term remaining; (iii) any added Authorized Users will terminate on the same date as the underlying Subscription Term; and (iv) Subscription Terms renew automatically unless otherwise specified in the applicable Sales Order.
  4. e) Software Access. Customer acknowledges that the Software is built upon the Microsoft Power Platform and shall agree to all Microsoft terms and conditions. The Software will only be installed and operated on Customer’s Microsoft Azure tenant.

A high-speed Internet connection is required for proper use of the Software. Customer is responsible for procuring and maintaining network connections that connect Customer and its Authorized Users to the Software, including but not limited to, any internet “browser” software that supports protocols used by the Software. Varasset is not responsible for notifying Customer or Authorized Users of any upgrades, fixes or enhancements to Microsoft Azure, or for any compromise of Customer Data transmitted across networks or telecommunications facilities that are owned, operated or controlled by Customer.

  1. f) Reservation of Rights. No rights in and to the Software or the Documentation, other than those provided in this Subscription Agreement, express or implied, are granted by Varasset. Varasset retains all right, title, and interest to all intellectual property created, used, or provided by Varasset for the purposes of this Subscription Agreement, including, but not limited to, all Software and Documentation. Nothing in this Subscription Agreement shall be construed as an assignment of any rights in or to Varasset’s intellectual property, whether under copyright, patent, trademark, trade secrets or any other laws.
  2. g) Customer Data. Customer is solely responsible for securing and maintaining all rights needed for Varasset to provide the Software to Customer. All rights, title and interest in and to Customer Data are, and shall remain, the property of Customer or Authorized Users and all intellectual property rights including copyright, trademark, and trade secret rights in Customer Data are and will remain the property of Customer or Authorized Users. Subject to Varasset’s confidentiality obligations, Customer hereby grants to Varasset throughout the term of this Subscription Agreement and after the term as necessary for any Varasset post-termination obligations to Customer, the necessary rights to use Customer Data solely as necessary for Varasset to perform its obligations under this Subscription Agreement. Customer shall provide Varasset, in the form and format as specified by Varasset, all Customer data reasonably required by Varasset to provide, monitor and improve the Software. Varasset’s use of Customer Data shall be subject to its Privacy Policy located at: https://www.varasset.com/varasset-365-privacy-policy/.
  3. h) Updates. Any new or modified functionality, updates or enhancements added to the Software are subject to the terms of this Subscription Agreement.
  4. i) Feedback. Varasset shall own all right, title, and interest in and to all modifications, improvements or derivatives of any part of the Software, including any resulting from Customer feedback and/or feedback from Customer’s Authorized Users (“Feedback”). Customer acknowledges that any Feedback to Varasset shall be owned by Varasset whether or not such Feedback is incorporated into or suggests modifications incorporated into the Software or Documentation, and Customer hereby assigns to Varasset ownership in any such Feedback without further action. In the event that Customer’s assignment of Feedback is held by a court of competent jurisdiction to be invalid, then Customer hereby grants Varasset an unlimited, irrevocable, royalty-free, worldwide license to use the Feedback for any purpose.

3) CUSTOMER’S RESPONSIBILITIES

  1. a) General. Customer is responsible for compliance with this Subscription Agreement and shall be solely liable for any actions by Customer’s Authorized Users and/or any person, third-party or system granted access by Customer or any of Customer’s Authorized Users. Customer shall be solely liable for any and for all activities that occur through its use of the Software and/or for any activities occurring through the systems and/or credentials of Customer or any of its Authorized Users. Customer is responsible for ensuring that its use of the Software complies with all applicable laws and regulations. Customer agrees to cooperate at its own expense with Varasset to identify and resolve issues with the Software which prevent its proper function.
  2. b) Customer Specific Security Controls: Customer responsibilities are listed below. Varasset’s security measures assume that Customer is adhering to the following practices.

1) Securing customer’s own operating environment including their end-user training and access, remote connectivity, network security monitoring, data, data backups, firewalls, virus protection and anti-malware software, cloud access, Microsoft Power Platform protocols, and all other related security systems and protocols.

2) Contacting Varasset for assistance, as part of their paid subscription, with any breach or data anomaly.

3) Physically securing their computing network, operating environment, facility, and Authorized Users.

4) Documenting policies and procedures related to processes supported by Varasset.

5) Validating application specific configuration changes after implementation.

6) Ensuring that only authorized and properly trained personnel are granted logical access to the Varasset Software.

7) Ensuring that Authorized User access abilities are commensurate with the responsibilities and training assigned to said Authorized User.

  1. c) Customer shall: 1) be responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which Customer acquired it; 2) be responsible for determining whether the Software or information generated using the Software is sufficient for its purposes; 3) use commercially reasonable efforts to prevent unauthorized access to the Software and Documentation and shall immediately notify Varasset in writing of any such unauthorized access or use; and 4) use the Software only in accordance with the Documentation. If there is unauthorized use by anyone who obtained access through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use and Varasset will assist with any actions to prevent or terminate such unauthorized use.
  2. d) Customer shall not (by itself or through third-parties): 1) make Software available to anyone other than Authorized Users; 2) interfere with or disrupt the integrity or performance of the Software or any data contained therein; 3) attempt to decipher, decompile, reverse engineer, translate, convert, modify or otherwise discover the source code of the Software; 4) access or use any part of the Software or Documentation in order to build a competitive product or service, or merge the Software into other software; or 7) use any of Varasset’s intellectual property except as permitted under this Subscription Agreement, a Sales Order or the Documentation.

4) PAYMENT TERMS

  1. a) Orders and Fees. Customer will pay all undisputed amounts specified in Sales Order(s). Sales Orders shall include the quantity, price, description and term for all work provided. Unless otherwise specified in the applicable Sales Order: 1) all amounts payable under this Subscription Agreement are denominated in U.S. dollars and Customer will pay all such amounts in U.S. dollars; 2) fees are based on subscriptions purchased and not actual use of the Software; 3) quantities purchased cannot be decreased during the applicable Subscription Term; 4) purchases by Customer are not dependent on the delivery of any future functionality. Varasset will provide Customer with written notice of any increase to fees at least thirty (30) days prior to the end of any Subscription Term. For all quotations provided, prices are applicable for thirty (30) days unless specified otherwise in the quotation.
  2. b) Invoicing and Payment. The fees will be invoiced upon execution of the applicable Sales Order and, for each Renewal Term, at the commencement of such Renewal Term. Unless otherwise specified on the applicable Sales Order, Customer will pay all amounts due within thirty (30) days of the date of the applicable invoice. Fees for each Renewal Term are due on the first day of such Renewal Term. Customer is responsible for providing complete and accurate billing and contact information and promptly notifying Varasset of any changes to such information.
  3. c) Late Payments. Any undisputed amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by law, whichever is less, determined and compounded daily from the date due until the date paid.
  4. d) Taxes. Fees do not include any taxes, levies, duties or similar assessments of any nature including value-added, sales, use or withholding taxes (the “Taxes”). Customer is responsible for paying all Taxes under this Subscription Agreement. If Varasset has the legal obligation to pay or collect Taxes under this section, Varasset will invoice Customer unless Customer provides Varasset with a valid tax exemption certificate.
  5. e) Suspension. Varasset may immediately suspend use of the Software if (i) Customer fails to make payment due within 10 business days after Varasset has provided Customer with written notice of such failure; (ii) Customer violates this Subscription Agreement. Any suspended use of the Software by Customer under the preceding sentence will not relieve Customer of its payment obligations. The remedies in this Section 4(e) shall not be deemed an election of remedies or waiver of rights, and Varasset reserves all rights and remedies at law or equity.

5) TERM, RENEWAL AND TERMINATION

  1. a) Automatic Renewal. The Subscription Term for each subscription shall be as specified in the applicable Sales Order. Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or for one year (whichever is shorter)(each a “Renewal Term”) unless: 1) otherwise provided on a Sales Order; or 2) either party provides written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term.
  2. b) Agreement Term and Termination. This Subscription Agreement starts on the Effective Date and continues until all subscriptions have expired unless it is terminated earlier according to this section. A party may terminate this Subscription Agreement for cause if: 1) the other party does not cure its material breach within thirty (30) days of receiving written notice from the non-breaching party; or 2) the other party becomes the subject of a petition in bankruptcy or other proceeding related to insolvency. Varasset may terminate this Subscription Agreement for cause: 1) within 30 days written notice of Customer’s failure to timely pay undisputed amounts due under this Subscription Agreement; or 2) immediately upon Customer’s breach of Section 3 c). If this Subscription Agreement is terminated by Varasset for cause, Customer will pay any unpaid fees covering the remainder of all Subscription Terms.
  3. c) Effect of Termination. No refunds or credits for fees due under this Subscription Agreement will be provided by Varasset if Customer terminates this Subscription Agreement prior to the end of all Subscription Terms. Varasset does not retain Customer Data during normal operation. Following termination of this Subscription Agreement, Customer shall be solely responsible for preserving and exporting any Customer Data from the Software to Customer’s servers. Varasset will provide technical support to Customer in this process, not to exceed five (5) hours of technical support time, if Customer makes a written request to Varasset within thirty (30) days after such termination, and the requested assistance is consistent with the applicable Microsoft Power Platform terms and conditions. Customer Data is not saved or retained on Varasset servers or systems, and Varasset does not control the operation or access of Microsoft Power Platform, so Varasset does not and cannot guarantee that Customer will be able to retrieve Customer Data from the Microsoft Power Platform.
  4. d) Survival. Certain sections of this Subscription Agreement shall survive termination including limitations of liability, confidentiality, payment terms and miscellaneous.

6) CONFIDENTIALITY AND SECURITY

  1. a) Definition. “Confidential Information” means all information disclosed by or otherwise obtained from a party (“Disclosing Party”) to or by the other party (“Receiving Party”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data and Customer payment information. Varasset’s Confidential Information includes Software, services, Documentation and its other intellectual property. Confidential Information of each party shall include the terms and conditions of each Sales Order as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by or on behalf of such party. Confidential Information does not include any information that: 1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; 2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; 3) is received from a third party without breach of any obligation owed to the Disclosing Party; or 4) was independently developed by the Receiving Party.
  2. b) Protection of Confidential Information. The Receiving Party shall: 1) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care); 2) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Subscription Agreement; and 3) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Subscription Agreement, have been advised of its confidential nature and the existence and importance of this Subscription Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than these.
  3. c) Disclosure of Confidential Information. All Confidential Information will remain the sole property of the Disclosing Party and its confidentiality will be maintained and protected by the Receiving Party with the same degree of care as the Receiving Party uses for its own confidential and proprietary information, but in no event, less than a reasonable degree of care. The Receiving Party will not use the Confidential Information except as necessary to fulfill its obligations or to enhance the experience under this Subscription Agreement, nor will it disclose such Confidential Information to any third party during the term of this Subscription Agreement and for three years after its termination, without the prior written consent of the Disclosing Party. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such 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. Upon the request of the Disclosing Party, the Receiving Party will collect and surrender, or confirm the destruction or non-recoverable data erasure of, all Confidential Information and all copies thereof, regardless of form, and any such destruction will be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction. The restrictions on the use or disclosure of any Confidential Information will not apply to any Confidential Information: (a) after it has become generally available to the public without breach of this Subscription Agreement by the Receiving Party; (b) is rightfully in the Receiving Party’s possession prior to disclosure as evidenced by competent written proof; (c) is independently developed by the Receiving Party without reliance on the Confidential Information; (d) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (e) is disclosed under operation of law, but only to the extent of such disclosure as required by law. 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 will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  4. d) Notification of data breach. If a substantive breach of the security of any of Customer’s systems occurs, Customer will notify Varasset verbally, within one business day, and in writing within five (5) business days. Varasset will provide commercially reasonable technical support to Customer’s efforts to secure and recover its systems to the extent of restoring and/or reinstalling the Software and resetting Customer’s credentials. Varasset does not thereby assume any liability for such breach and/or recovery.

7) WARRANTIES AND DISCLAIMERS

  1. a) Warranties. Each party represents and warrants to the other that it has validly entered into this Subscription Agreement and has the legal power to do so. Varasset warrants that: 1) when under Varasset’s possession and control, Varasset shall use industry standard safeguards to protect Customer Data; 2) the Software will perform materially in accordance with the Documentation; 3) Varasset will not materially decrease overall functionality of the Software; 4) the Software and Documentation do not infringe the intellectual property rights of any third-party; 5) the Software shall be free from all liens or other encumbrances; 6) the Software shall be free of Malicious Software.
  2. b) Disclaimers. Except as provided in Section 7 a), Varasset and its affiliates and agents: 1) expressly disclaim any and all warranties, whether express or implied, including but not limited to warranties of merchantability, noninfringement, fitness for a particular purpose, title, quality, and accuracy; 2) do not warrant that the Software will be uninterrupted, error-free, or that any information, software, or other material accessible or provided through the Software is accurate, complete or free of viruses or other harmful contents or components; 3) shall in no event be liable for any inaccuracy, error, omission, or loss, injury or damage (including loss of data) caused in whole or in part by failures, delays, or interruptions of Software or Documentation.
  3. c) Disclaimer Regarding Cyberattack. Although Varasset incorporates commercially reasonable and industry-accepted security protocols into the Software and Varasset’s computer systems, Varasset is not a cybersecurity service and the Software is not cybersecurity software. Varasset does not control or monitor Customer’s external connections, cloud accounts, Microsoft Power Platform servers or Customer’s workstations and other computers or devices. Varasset disclaims any Customer reliance on Varasset’s opinions or advice regarding cybersecurity, beyond the specified security protocols implemented by Varasset in the Software and Documentation. Varasset cannot guarantee that the Software will be immune to cyberattack. Varasset disclaims any express or implied warranty, guaranty or liability arising from any ransomware attack, cybertheft, or other cyberattack or cybercrime.

8) MUTUAL INDEMNIFICATION

  1. a) Indemnification by Varasset. Varasset shall indemnify, defend and hold harmless Customer and its principals, trustees, employees and agents (each an “Indemnified Party”) against any claim, demand, suit, or proceeding made or brought against an Indemnified Party by a third party alleging that the authorized use of the Software infringes or misappropriates the intellectual property rights of the third party (“Claim”) and shall indemnify the Indemnified Party for any damages finally awarded against the Indemnified Party, including reasonable attorney’s fees incurred by the Indemnified Party in connection with defending such Claim; provided, that Customer: 1) promptly gives Varasset written notice of the Claim; 2) gives Varasset sole control of the defense and settlement of the Claim (provided that Varasset may not agree to any admission of liability on the part of Customer unless Customer agrees to and approves such admission); and 3) provides all reasonable assistance at Varasset’s expense. Varasset shall have no obligation to indemnify, defend or hold harmless any Indemnified Party if such claim arose from any use, modification, translation, decompilation, reverse engineering or transfer of the Software or Documentation, or any part thereof, not authorized by this Subscription Agreement.
  2. b) Indemnification by Customer. Customer shall indemnify, defend and hold harmless Varasset and its principals, trustees, employees and agents (each an “Indemnified Party”) against any claim, demand, suit, or proceeding made or brought against an Indemnified Party by a third party and arising from or related to Customer’s operations, negligence, misconduct, actions or inactions, or any use of the Software or Documentation not authorized by this Subscription Agreement or breach of this Subscription Agreement (“Claim”) and shall indemnify Customer for any damages finally awarded against Customer, including reasonable attorney’s fees incurred by Customer in connection with defending such Claim; provided, that Customer: 1) promptly gives Varasset written notice of the Claim; 2) gives Varasset sole control of the defense and settlement of the Claim (provided that Varasset may not agree to any admission of liability on the part of Customer unless Customer agrees to and approves such admission); and 3) provides all reasonable assistance at Varasset’s expense.
  3. c) Exclusions. Varasset will have no obligation under this section for any Claim to the extent that it arises out of or is based upon: 1) use of the Software in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; 2) use of the Software by Customer for purposes not intended or outside the scope of the license granted to Customer; 3) Customer’s failure to use the Software in accordance with instructions provided by Varasset, if the infringement or misappropriation would not have occurred but for such failure; or 4) any modification of the Software not made or authorized in writing by Varasset where such infringement or misappropriation would not have occurred absent such modification.
  4. d) Remedy. If Customer’s use of Software is, or in Varasset’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a Claim, then Varasset will, at its sole option, either: 1) procure the continuing right of Customer to use the Software; 2) replace or modify the Software in a functionally equivalent manner so that it no longer infringes; or 3) terminate this Subscription Agreement and refund to Customer all unused subscription fees paid by Customer with respect to such Software. This section states Varasset’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right.

9) LIMITATIONS OF LIABILITY

  1. a) Disclaimer of Indirect Damages. Notwithstanding anything to the contrary contained in this Subscription Agreement, Varasset shall not have any liability to Customer or its Authorized Users or any client of Customer for any damages caused by: 1) the use or inability to use any Software, or Documentation; 2) the cost of procurement of substitute goods or services; 3) accuracy of data transferred to any other software or service; or 4) instances in which Customer Data stored or communicated is accessed by third-parties through illegal or illicit means, including without limitation situations in which Customer data is accessed through the exploitation of security gaps, weaknesses or flaws that may exist. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  2. b) Cap on Liability. EXCEPT FOR LIABILITY ARISING OUT OF SECTION 8 (Mutual Indemnification), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS SUBSCRIPTION AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTIONS 4 AND 5.
  3. c) Independent Allocations of Risk. Each provision of this Subscription Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Subscription Agreement between the parties. This allocation is reflected in the pricing offered by Varasset to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Subscription Agreement. The limitations in this section will apply notwithstanding the failure of essential purpose of any limited remedy in this Subscription Agreement.

10) GENERAL

  1. a) Relationship. The parties are independent contractors and this Subscription Agreement does not create a partnership, franchise, joint venture, agency or employment relationship between the parties.
  2. b) Assignability. Either party may assign this Subscription Agreement without the other party’s prior written consent in the case of a merger, acquisition or other change of control.
  3. c) Notices. Except as otherwise provided herein, all notices to the parties shall be sent to the addresses listed on the Sales Order. All notices must be made either via email, conventional mail, or overnight courier. Notice sent via conventional mail, using registered mail, is deemed received four business days after mailing. Notice sent via email or overnight courier is deemed received the second day after having been sent. Varasset may broadcast notices by email, or by posting notices or messages on Varasset’s web site to inform Customer of changes to the Software, or other matters of importance.
  4. d) Force Majeure. Except for payment obligations for Services rendered, neither party shall be liable in damages or have the right to terminate this Subscription Agreement or any Sales Order for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to force majeure, government restrictions (including the denial or cancellation of any export of other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the party whose performance is affected (including mechanical, electronic, internet service provider, or communications failure). For pre-paid Subscription Fees, if a force majeure event renders the Software entirely unusable or inaccessible to Customer for greater than thirty (30) days and Customer provides prompt written notice to Varasset, then Varasset may extend the Term for an equivalent amount of time after the force majeure event terminates.
  5. e) Waiver. The waiver by either party of any breach of any provision of this Subscription Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Subscription Agreement will not be a waiver of such party’s right to demand strict compliance in the future.
  6. f) Construction and Severability. This Subscription Agreement shall be construed without regard to the party or parties responsible for the preparation of the same and shall be deemed as prepared jointly by the parties. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any party.  Should any term and condition hereof be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Subscription Agreement without affecting the enforceability of the remaining portions.
  7. g) Governing Law. This Subscription Agreement and all matters arising out of or relating to this Subscription Agreement, shall be governed by the laws of the state of Washington, and the U.S., without regard to conflicts of law. Exclusive jurisdiction and venue for any lawsuit or legal action arising under this Subscription Agreement shall be in Clark County, Washington, or in the U.S. District Court for the Western District of Washington (Tacoma Division) if involving claims with Federal subject matter jurisdiction. The Parties hereby waive objections to personal jurisdiction and venue in Clark County and/or the Western District of Washington.
  8. h) Entire Agreement. This Subscription Agreement and the exhibits or attachments, if any, constitutes the entire Agreement between the parties hereto regarding Customer’s use of the Software and supersedes all prior agreements, representations, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter. In the event of conflict or inconsistency among the following documents, the order of precedence is: 1) Sales Order, 2) Agreement, 3) Documentation. These terms and conditions apply to future purchases of products and services by Customer from Varasset.