MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (“MSA“) is incorporated into the Order Form (defined below) between the subscriber as set out in an Order Form (the “Customer“) and CFI Education, Inc. (“CFI“). The MSA sets forth the terms and conditions that govern the provision, access, and use of all services, products, websites, and platforms offered by CFI (collectively, the “Services“) and, along with Customer’s Order Form, forms the agreement (the “Agreement“) between Customer and CFI.
Your agreement to this MSA is effective as of the date you first click “I agree” (or similar button or checkbox), execute a written Order Form, or use or access the Services, whichever is earlier (the “Effective Date”). If you are an individual consumer of the Services or are otherwise browsing the CFI Site (defined below), the CFI Terms of Use apply to your use of the Services.
PLEASE NOTE THAT IF YOU SIGN UP FOR THE SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER BUSINESS ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, AND (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS MSA.
If you are accepting on behalf of your employer or another entity, you represent and warrant that:
(i) you have full legal authority to bind your employer or such entity to this MSA;
(ii) you have read and understand this MSA; and
(iii) you agree to this MSA on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.
Definitions.
“Customer Data” means all data or information submitted by Customer or any of its Permitted Users to the Services.
“Customer User Account” has the meaning as set out in Section 2.1.
“Effective Date” has the meaning set out in an Order Form. In the event the Order Form does not indicate an Effective Date, the Effective Date will be the date of execution of such Order Form.
“Permitted User(s)” has the meaning as set out in Section 2.1.
“Order Form” means an order for a subscription to the Services (as may be amended or modified from time to time) between Customer and CFI. An Order Form will be one of the following: (a) a written order form or other agreement (including any exhibits) entered into by Customer and CFI; (b) if eligible, CFI’s acceptance of Customer’s completion of the online ordering process made available on the CFI platform, website, or app (the “CFI Site”).
“Subscription Fee” means the subscription fees (as specified in the Order Form) payable by Customer to CFI for the right to receive access to the Services.
“Subscription Term” means the period of time, as described in the Order Form, from the Effective Date through the subscription end date.
1. Services.
1.1 Subject to this Agreement and payment of the applicable Subscription Fees, CFI shall provide access to the Services for Customer during the Subscription Term for Customer’s internal business use. CFI reserves the right to, at CFI’s sole discretion, modify, change, add, remove, or replace the Services, including the features and functionality, at any time with or without notice, provided that no such modification will materially diminish the features or functionality of the Services provided to Customer as of the Effective Date.
1.2 CFI will use commercially reasonable efforts to consistently provide the Services, excluding planned downtime for updates and maintenance. Although CFI anticipates minimal planned downtime, the Services may be inaccessible during such periods. CFI will offer necessary technical support to assist the Customer in accessing and using the Services.
1.3 CFI may, at its sole discretion, offer Customer a free or discounted temporary subscription to the Services (“Trial“). All Trials are subject to this Agreement and any additional terms set by CFI. CFI may cancel or modify the terms of a Trial at any time, without prior notice or liability. At the end of the Trial period, to continue using the Services, Customer must subscribe at CFI’s then-current Subscription Fees or as mutually agreed. EVEN IF REDUCED OR NO FEES APPLY DURING A TRIAL, THE FULL PRICE OF THE FEES THAT WOULD OTHERWISE BE DUE FOR THE TRIAL LICENSES WILL BE CONSIDERED “SUBSCRIPTION FEES” FOR THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT.
1.4 Suspension of Services. CFI may suspend the Services, without notice, to resolve risks that, at CFI’s sole discretion, pose a credible threat to the Services’ security or integrity of the Services. Additionally, prior to Services suspension, CFI shall provide reasonable notice if the Customer’s account is more than thirty (30) days overdue (excluding charges under reasonable and good faith dispute), without liability to the Customer, until full payment is made, or if the Customer or Permitted Users violate Section 3.4.
2. User Accounts
2.1 In order for Customer to access and use the Services, CFI will issue to Customer one or more administrator accounts to create user accounts (each, a “Customer User Account“) for each user that Customer wishes to have access to and use of the Services (collectively, a “Permitted User“).
2.2 The Customer is responsible for identifying and authenticating all Permitted Users and ensuring their compliance with this Agreement. Permitted Users shall only use the Services through the Customer User Account. Customer will promptly notify CFI of any actual or suspected unauthorized use of the Services. The Customer is responsible for ensuring that all Permitted Users maintain the confidentiality of its passwords and usernames.
2.3 If Customer exceeds the usage authorized by the Order Form (for example, by exceeding the number of Permitted Users), then CFI reserves the right to charge and invoice Customer the pro-rata Subscription Fees corresponding to such overage and any additional Permitted Users. Customer shall not use the Services in a way intended to avoid incurring fees or exceed usage limits (including allowing multiple persons to use a single Permitted User license).
2.4 Customer will not allow any Permitted User to share their account credentials with any other person. Notwithstanding the foregoing, Customer may be eligible to transfer up to 10% of its Customer User Accounts to a new Permitted User on a one-time basis at CFI’s sole discretion. Once a license is transferred, the Permitted User from whom the license was transferred from may no longer use the Services during the Subscription Term.
2.5 Customer will ensure that all Permitted Users are contractually bound to CFI’s end user terms and conditions of use (“End User Terms”), which are available at corporatefinanceinstitute.com/about-cfi/website-terms-of-use/.
3. Use of the Service.
3.1 Mutual Responsibilities. Each party shall comply with all applicable local, provincial, state, federal and foreign laws in using the Services.
3.2 CFI Responsibilities. CFI shall:
(i) in addition to its confidentiality obligations, not use or modify the Customer Data (except for the purposes of performing its obligations or exercising its rights under this Agreement) or disclose the Customer Data to anyone other than Customer and the applicable Permitted Users;
(ii) use commercially reasonable efforts, consistent with industry standards applicable to similar services, to maintain the security and integrity of the Services and the Customer Data; and
(iii) provide support to Permitted Users, at no additional charge, in accordance with Section 2.3.
3.3 Customer Responsibilities. Customer is responsible for all activities that occur in Customer User Accounts and for Permitted Users’ compliance with this Agreement. Customer shall:
(i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data;
(ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and promptly notify CFI of any such unauthorized access or use; and
(iii) manage all Permitted Users.
3.4 Use Restrictions. Customer shall not (and shall not allow any third party to):
(i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or any portion of it;
(ii) license, sub-license, sell, resell, rent, lease, transfer, assign, distribute, publish, display, or otherwise commercially exploit the Services to any third party in any manner not expressly permitted under this Agreement;
(iii) circumvent any user limits or use restrictions built into the Services;
(iv) remove any proprietary notices, labels, or marks from the Services or any related documentation;
(v) use the Services to send spam or unsolicited messages in violation of CFI’s End User Terms or applicable laws;
(vi) use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including, without limitation, material that is harmful to children or that violates third-party privacy or publicity rights;
(vii) use the Services to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
(viii) frame or mirror any content from the Services;
(ix) interfere with the Services’ integrity or performance, or attempt unauthorized access to the Services or its systems; or
(x) access the Services to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services.
3.5 Publicity. Each party may, with prior written consent from the other: (i) issue press releases about this Agreement; or (ii) use the other party’s name and logo in customer or vendor lists per standard guidelines.
4. Fees & Payment.
4.1 Fees. In consideration for the receipt of the Services, Customer shall pay CFI the Subscription Fee as specified in an Order Form.
4.2 Invoicing & Payment. Unless specified otherwise in an Order Form or invoice, Subscription Fees will be invoiced up to thirty (30) days before the Initial Term or any Renewal Term (each as defined in Section 10.1), and are due thirty (30) days from the invoice date. Customer must maintain accurate billing and contact information with CFI at all times.
4.3 Overdue Payments. Except for charges under reasonable dispute, payments not received by the due date may incur, at CFI’s sole discretion, late charges of 1.5% per month (19.57% per annum) or the maximum rate legally permitted, whichever is lower, from the due date until paid.
4.4 Taxes. CFI’s fees exclude all taxes, including local, state, provincial, federal, or foreign taxes, levies, duties, or similar assessments (“Taxes”). Customer is responsible for all Taxes related to its purchases, except those based on CFI’s net income or property. If CFI is legally required to pay or collect Taxes for which Customer is responsible, the amount will be invoiced to and paid by Customer, unless a valid tax exemption certificate is provided by Customer from the appropriate authority.
5. Proprietary Rights.
5.1 Reservation of Rights and Ownership. CFI retains all rights, title, and interest in the Services, including all related intellectual property rights, except for the limited rights expressly granted to the Customer in this Agreement.
5.2 Customer Data. Customer exclusively owns all rights, title, and interest in Customer Data. Customer grants CFI a non-exclusive license to use, modify, and otherwise exploit the Customer Data as reasonably required to provide the Services. The provision and use of the Customer Data will be subject to the CFI Data Processing Agreement (“DPA”) at https://value-spin.live/about-cfi/data-processing-addendum/, and is incorporated by reference. CFI may aggregate or de-identify data or information related to an identified or identifiable natural person (as defined in the DPA) of the Customer and conduct statistical analysis of such data in relation to the Services for CFI’s internal business purposes.
5.3 Feedback. CFI shall have a royalty-free, worldwide, transferable, sub-licenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Permitted Users relating to the operation of the Services.
6. Confidentiality.
6.1 Confidential Information. “Confidential Information” means all non-public knowledge or information of a party (the “Disclosing Party“) disclosed to the other party (the “Receiving Party“), whether orally or in writing, marked as confidential, proprietary, or that should reasonably be understood as confidential based on the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of this Agreement, the Customer Data, the Services, business and marketing plans, technology and technical information, product designs, and business processes.
6.2 Exclusions. Confidential Information excludes information that:
(i) is or becomes public without breaching obligations to the Disclosing Party;
(ii) was known to the Receiving Party before disclosure without breaching obligations to the Disclosing Party;
(iii) was independently developed by the Receiving Party without breaching obligations to the Disclosing Party; or
(iv) is received from a third party without breaching obligations to the Disclosing Party.
6.3 Non-Disclosure. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information, it shall provide the Disclosing Party with 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.
6.4 Protection. Each party agrees to protect the other party’s Confidential Information with at least the same level of care as its own, using no less than reasonable care. The Receiving Party will promptly inform the Disclosing Party of any unauthorized use or disclosure of Confidential Information.
6.5 Return and Destruction. At the Disclosing Party’s written request, the Receiving Party will, to the extent reasonably possible, delete or destroy the Disclosing Party’s Confidential Information in its possession, except to the extent the Receiving Party is required by applicable law to retain any Confidential Information. Additionally, CFI may retain any electronically archived Customer’s Confidential Information, ensuring it remains subject to this Agreement’s confidentiality obligations.
6.6 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections, the Disclosing Party shall have the right to seek injunctive relief to enjoin such acts, acknowledging that any other available remedies may be inadequate.
7. Warranties & Disclaimers.
7.1 Warranties. Each party represents and warrants (i) it has the legal power to enter into this Agreement; and (ii) it will comply with all laws and regulations applicable to that party in connection with the Services or the Agreement.
CFI further represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to such provision. For any uncured breach by CFI of the foregoing warranties, Customer’s exclusive remedy will be to terminate the Agreement for cause in accordance with Section 10.2.
7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. CFI MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Mutual Indemnification.
8.1 Indemnification by CFI. Subject to this Agreement, CFI shall defend, indemnify and hold Customer harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in any third party actions, lawsuits, or proceedings made or brought against Customer: (i) alleging that the use of the Services infringes on such third party’s intellectual property rights (“IP Claims“); or (ii) arising from CFI’s gross negligence, willful misconduct, or fraud.
8.2 Mitigation. If CFI becomes aware of or is notified by Customer of an actual or potential IP Claim, CFI may, or shall in the case of an injunction against Customer, at its sole discretion:
(i) procure the right for Customer to continue using the Services;
(ii) replace or modify the Services to avoid infringement, or
(iii) if neither option is commercially reasonable, terminate the Services and refund any pre-paid Subscription Fees for periods post-termination, minus any outstanding amounts owed by Customer to CFI.
The IP Claim indemnity above is the Customer’s sole remedy under this Agreement for violation of an IP Claim.
8.3 Exclusions. The obligations in Sections 8.1 and 8.2 exclude:
(i) any IP Claim based on infringement of intellectual property rights by combining the Services with non-CFI products, software, or services;
(ii) any IP Claim related to Customer Data; or
(iii) any IP Claim related to any use of the Services outside the scope of the rights granted in this Agreement.
8.4 Indemnification by Customer. Subject to this Agreement, Customer shall defend, indemnify and hold CFI harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred:
(i) in relation to any breach of Section 3.3 (Use Restrictions);
(ii) against CFI by a third party due to Customer’s negligence, willful misconduct, or fraud; or
(iii) against CFI by a third party alleging that the Customer Data, or Customer’s use of the Services except as expressly permitted by this Agreement, infringes on the intellectual property rights.
8.5 Indemnification Procedures. The party seeking indemnity or defense (“Indemnified Party“) will provide written notice to the party from which indemnity is sought (“Indemnifying Party“) of the existence of any event giving rise to an indemnification obligation (a “Claim“) promptly after becoming aware of the Claim; provided, however, that the Indemnified Party’s failure to give timely notice of such Claim will not relieve the Indemnifying Party of its indemnification obligations unless such failure actually prejudiced the Indemnifying Party. At the Indemnifying Party’s sole expense, the Indemnifying Party will be entitled to assume and control the defense of the Claim and the Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of the Claim. The Indemnifying Party will have the right to settle such Claim at its sole discretion, provided that, without the Indemnified Party’s prior written consent (not to be unreasonably withheld or delayed), the settlement is purely monetary, does not require the Indemnified Party to make a monetary payment, and provides an unconditional release of the Indemnified Party with respect to such Claim.
9. Limitation of Liability.
9.1 Limitation of Liability Amount. EXCEPT FOR A BREACH OF A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF: (i) $100,000 USD; OR (ii) THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
9.2 Exclusion of Consequential and Related Damages. EXCEPT FOR A BREACH OF A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Term & Termination.
10.1 Term of Agreement. This Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with its terms, shall continue in effect for the initial term set out in the Order Form (the “Initial Term“). Unless otherwise specified in an applicable Order Form, this Agreement will automatically renew for successive one-year periods (each, a “Renewal Term“) unless either party provides the other party with written notice of its intention not to renew not less than 60 days prior to the end of the Initial Term or the then-current Renewal Term. The Initial Term and any subsequent Renewal Terms shall constitute the “Term” of this Agreement.
10.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party and such breach remains uncured at the expiration of that period; or (ii) if 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 and is unable to continue performance of its obligations under this Agreement. Upon any termination for cause by Customer, CFI shall refund Customer any prepaid Subscription Fees covering the portion of the applicable Subscription Term remaining after the effective date of termination.
10.3 Effect of Termination. Upon termination or expiration of this Agreement:
(i) all rights and licenses granted to Customer under this Agreement will immediately cease, and Customer shall stop all access to and use of the Services;
(ii) CFI may delete the Customer Data in accordance with its data retention policies;
(iii) each party shall return or destroy the other party’s Confidential Information in accordance with Section 6.5; and
(iv) termination or expiration shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the effective date of termination.
10.4 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to CFI prior to the effective date of termination.
10.5 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 11.
11. General Provisions.
11.1 Insurance. At all times during the Term, CFI will carry such types and amounts of insurance as are customarily carried by service providers similar to the Services. CFI may provide Customer with proof of such insurance coverage upon Customer’s request.
11.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have the authority to make commitments or enter into contracts on behalf of, bind, or otherwise oblige the other party.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email. Notices to CFI shall be addressed to the attention of the Legal Department at [email protected]. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated in an Order Form.
11.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party which shall not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.8 Governing Law. Unless otherwise stated in an Order Form, this Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in this Agreement, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
11.9 Venue; Waiver of Jury Trial. The courts located in the City of Vancouver, British Columbia, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party consents to the exclusive jurisdiction of such courts. Each party also waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.10 Force Majeure. With the exception of payment obligations in accordance with Section 4 of the MSA, neither party shall be responsible for its failure to perform its obligations under this Agreement to the extent due to unforeseen circumstances or causes beyond its control, including, without limitation, acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control. Upon such event, affecting party shall give the affected party prompt written notice of the failure to perform, the reason, and use reasonable efforts to limit the resulting delay in its performance.
11.11 Export. Customer acknowledges and agrees that the Services may be subject to export and import controls under the regulations of Canada, the United States and other countries, and Customer shall comply with all export and import control regulations of such countries. Customer shall not use the Services for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import or use of the Services.
11.12 Amendments. As between CFI and Customer, any modification to the Agreement requires the written mutual agreement between the parties. Notwithstanding the preceding sentence, CFI may unilaterally amend the online version of the MSA, in whole or in part (each, an “Amendment“), by: (i) giving Customer prior notice of such Amendment; or (ii) posting notice of such Amendment on the Services. Unless otherwise indicated by CFI, any such Amendment will become effective as of the date the notice of such Amendment is provided to Customer or is posted on the Services (whichever is earlier). Customer’s continued use of the Services after such Amendment is acknowledgment of and agreement with such Amendment.
11.13 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary in the Agreement, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
