General.  Subject to the terms and conditions of this Agreement, Company will use commercially reasonable efforts to provide Customer, and Customer will procure from Company, the Services for the Fees.

No Ads.  Company will not process Customer Data for advertising purposes or serve advertisements in the Services.

Beta Features.  Certain Services may include features and functionality that Company identifies as beta or pre-release (“Beta Features”). Customer agrees that Beta Features are provided “as is” and any use thereof shall be undertaken solely at Customer’s own risk. Company reserves the right, in its sole discretion, to include or cease providing Beta Features as part of any Services at any time.

New Features or Services. Company may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.

Future Product Plans.  Any public statements by Company about its future product plans are an expression of intent only. Customer agrees that it has not relied on any of them when making any purchase.

Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Company stores and processes its own information of a similar type. Company has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data. As part of providing the Services, Company may transfer, store and process Customer Data in the United States or any other country in which Company or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.

Authorized Users. Customer may authorize its employees to access the Services pertaining only to the registered location where such employee works (each, an “Authorized User”). Each Authorized User must agree to the User Terms and create an Authorized User Account to access the Services. Customer can delete Authorized User Accounts via the Admin Console.

Deletion of Customer Data.  During the Term, Company will provide Customer and Authorized Users with the ability to delete Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. Once Customer or Authorized User deletes Customer Data and such Customer Data cannot be recovered by the Customer or Authorized User, such as from the “trash", Company will delete such data by overwriting it over time, unless applicable legislation or legal process prevents it from doing so.

Access; Sharing; Export. During the Services Term Company will provide Customer access to, and the ability to share and export, certain Customer Data consistent with the functionality of the Services and in accordance with the terms of the Agreement.

Retention. Company will have no obligation to retain any Customer Data once the Account has been deleted or terminated (other than for any legal holds). If Customer does not renew the Services, Company will have no obligation to retain any Customer Data.

Privacy Policy. Company’s Privacy Policy governs how Company collects and uses information from Customer and Authorized Users.

Third Parties.  The Services may contain (i) content from third parties (“Third Party Content”), and (ii) links to third party products and services (“Third Party Products”) use of which may be contingent upon Customer’s agreement to additional terms. Customer’s interactions with any Third Party Content or use of any Third Party Products shall be undertaken solely at Customer’s own risk.  COMPANY IS NOT RESPONSIBLE FOR THIRD PARTY PRODUCTS OR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Permitted Uses. The Services are permitted for use only by (a) educational institutions, and (b) people and entities that have a legitimate need to collect information about children from parents, like daycare providers and camps.  The Services may only be used by people over the age of 18 (or the age of majority in such user’s jurisdiction if greater).

Compliance. Customer must ensure that all use of the Services by Customer and its Authorized Users complies with the Acceptable Use Policy.  Company may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer's agreement to additional terms. Company may also make Additional Products available to Customer and its Authorized Users in accordance with the applicable product-specific Additional Product terms. Additional Products are not subject to or governed by this Agreement and Customer is not required to use Additional Products in order to use the Services.

Customer Administration of the Services. Customer may specify one or more Administrators via the Admin Tools who will have the rights to access the Admin Account(s) and to administer the Authorized User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement; (d) obtaining all rights, permissions and consents (including from Authorized Users) that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Data and operation of the Services; and (e) Authorized Users use of the Services and any Third Party Products. Customer agrees that Company's responsibilities do not extend to the internal management or administration of the Services for Customer and that Company is merely a data processor.

Administrator Access; Authorized User Consent. Customer's Administrators may have the ability to access, monitor, use, delete, or disclose data available to Authorized Users (including Customer Data) within the Authorized User Accounts. Customer will obtain and maintain all required consents from Authorized Users to allow: (i) Customer's access, monitoring, use, deleting and disclosure of this data and Company providing Customer with the ability to do so; and (ii) Company to provide the Services.

Parental Consent. Under Section 8(a) below, Customer is responsible for compliance with the Children's Online Privacy Protection Act of 1998 (“COPPA”), including obtaining parental consent for collection of personal information in the Services or Additional Products Customer allows Authorized Users to access. Customer will also obtain parental consent before allowing any Authorized Users under the age of 18 to use Additional Products or Third Party Products.

Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Company of any unauthorized use of, or access to, the Services of which it becomes aware.

Restrictions on Use. Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) transfer, sell, resell, lease, or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained by Services; (d) engage in any action or practice that reflects poorly on Company or otherwise disparages or devalues Company’s reputation or goodwill; (e) attempt to create a substitute or similar service through use of, or access to, the Services; (f) use the Services where the use or failure of the Services could lead to death, personal injury, or environmental damage; (g) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; (h) use the Services on behalf of or for the benefit of any entity or person who is prohibited from using the Services by United States laws or regulations; (i) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Services or access thereto; (j) remove, deface, obscure, or alter Company’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Services or any other Company technology, software, materials and documentation.  Customer is solely responsible for compliance with HIPAA; or (k) use the Services for any location that has not been registered with the Company.

Support.  Customer will, at its expense, respond to questions and complaints from Authorized Users or third parties relating to Customer’s or Authorized Users’ use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Company.

Third Party Requests. Customer is responsible for responding to Third Party Requests. Company will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or, to the extent commercially reasonable, tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Company only if it cannot reasonably obtain such information.

Public Profile.  As part of the registration process, Customer is required to complete a public profile and ensure that the information is accurate. If Customer is an entity with multiple locations, it must create a public profile for each of its locations.  When Customer shares or requests information via the Services, its public profile is shared with the recipient of the data or request to identify Customer. Customer is responsible for maintaining the accuracy of its public profile(s) at all times and covenants to update it if it changes. Customer will comply with Company's (and its agents’) reasonable requests regarding its efforts to verify Account information.  Company reserves the right to Suspend or terminate accounts with inaccurate or incomplete Account information.

Fees. Fees for Services shall be set forth in the applicable Order Form.  Customer will pay all Fees in advance. Fees are non-refundable.

Payment. Payment terms for Services shall be set forth in the applicable Order Form. Payment obligations are non-cancelable. All payments due are in U.S. dollars unless otherwise indicated in the applicable Order Form.

Invoices.  If we agree to invoice Customer, we will invoice by email and full payment must be received within thirty (30) days from the invoice date. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Company, Company will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Company will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.

Delinquent Payments.  Delinquent payments will bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all expenses (including attorneys' fees, disbursements and costs) incurred by Company in collecting such delinquent amounts, except where such delinquent amounts are due to Company's billing inaccuracies.

Purchase Orders.  Customer waives any Purchase Order requirement and Company may charge or invoice Customer without a Purchase Order and Customer agrees to pay Fees without a Purchase Order, unless Customer (a) gives Company notice that it wants a Purchase Order number on its invoice and (b) issues a Purchase Order to Company. If Customer requires a Purchase Order, and fails to provide the Purchase Order to Company, then Company will not be obligated to provide the Services until the Purchase Order has been received by Company. ANY TERMS AND CONDITIONS ON A PURCHASE ORDER DO NOT APPLY TO THIS AGREEMENT AND ARE NULL AND VOID. CUSTOMER COVENANTS THAT PURCHASE ORDERS WILL BE PAID WHEN DUE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Taxes. Fees are stated exclusive of any Taxes. Customer is responsible for any Taxes, and Customer will pay Company for the Services without any reduction for Taxes. If Company is obligated to collect or pay Taxes, the Taxes will be charged or invoiced to Customer and, if invoiced, Customer will pay such Taxes within 30 days from the date of the invoice, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority and acceptable to Company. Customer shall promptly provide Company with original or certified copies of all tax payments or other sufficient evidence of tax payments at the time such payments are made by Customer pursuant to the Agreement.

Credits.  Any credits that may accrue to Customer’s account have no currency or exchange value, are non-transferrable and non-renewable, and will expire, unless otherwise agreed to by Company, following the earlier of (i) expiration or termination of this Agreement; or (ii) within one-hundred and eighty (180) days of accrual if not used.

Of Authorized User Accounts by Company. If Company becomes aware of an Authorized User's violation of the Agreement, then Company may Suspend such Authorized User Account. The duration of any Suspension by Company will be until the applicable Authorized User has cured the breach, which caused the Suspension.

Emergency Security Issues. If there is an Emergency Security Issue, then Company may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue.

To Comply with Laws.  Company may at its sole discretion Suspend the provision of any Services at any time if it reasonably believes it is required to comply with any applicable law.

Non-payment.  Company may suspend Customer's access to the Services anytime Customer's payment obligations are thirty (30) days or more past due or Customer is otherwise in breach of this Agreement.

Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this Section.

Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

FERPA. The parties acknowledge that (a) Customer Data may include personally identifiable information from education records that are subject to FERPA ("FERPA Records"); and (b) to the extent that Customer Data includes FERPA Records, Company will be considered a "School Official" (as that term is used in FERPA and its implementing regulations) and will comply with FERPA.

Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Company owns all Intellectual Property Rights in the Services (including any derivative works or enhancements thereof).

License to Customer Data.  Subject to the terms and conditions of this Agreement, Customer grants Company (and those we work with) a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use, host, store, process, distribute, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and export Customer Data as reasonably necessary: (i) to operate and improve our Services, and to develop new ones; (ii) to prevent or address service, security, support and technical issues; (iii) as required by law; and (iv) as permitted or directed by Customer.

Brand Features. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features.  Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitations, any implied license) in or to any Brand Features of the other party; and all rights not expressly granted herein are deemed withheld. No party shall challenge or assist others to challenge the Brand Features of the other party (except to protect such party’s rights with respect to its own Brand Features) or the registration thereof by the other party, nor shall either party attempt to register any Brand Features or domain names that are confusingly similar to those of the other party.

License to Brand Features.  Subject to the terms and conditions of this Agreement, each party grants the other party a limited, nonexclusive and non-sublicensable license during the Services Term to display those Brand Features expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein. Notwithstanding anything to the contrary, either party may revoke the license granted herein to use its Brand Features upon providing the other party with written notice thereof and a reasonable period to stop such usage.  Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior written consent.

Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Customer acknowledges and agrees that it is solely responsible for compliance with the Children's Online Privacy Protection Act of 1998, including, but not limited to, obtaining parental consent concerning collection of students' personal information used in connection with the provisioning and use of the Services by the Customer and Authorized Users.

Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES.

Agreement Term. This Agreement will remain in effect for the Term.

Services Term and Purchases During Services Term. Company will provide the Services to Customer during the Services Term. Services commence when Company make them available to Customer and continue for the term specified in the Order Form. Unless the parties agree otherwise in writing, Services purchased during any Services Term will have a prorated term ending on the last day of that Services Term.

Auto Renewal. At the end of each Services Term, the Services will renew for an additional Services Term of twelve months. Customer will pay Company the then-current Fees for each Renewal Term, which may include Fees for Services that were previously provided to Customer for free, unless Customer and Company mutually agree otherwise. If either party does not want the Services to renew, then it must notify the other party in writing at least 30 days prior to the end of the then-current Services Term. This notice will be effective upon the conclusion of the then-current Services Term.

Fees.  Upon the parties’ mutual written agreement, Company may charge Customer Fees for a premium version of the Services or for optional functionality or enhancements that may be added to the Services by Company.

Services Use.  Customer has no obligation to use the Services and may cease using the Services at any time for any reason (or no reason).

Revising Rates. Company may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.

For Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches; or (iv) as otherwise provided in the Order Form (if applicable).

Rights upon Termination. Upon the expiration or termination of this Agreement for any reason: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section 10 and Section 13(o)); (ii) after a commercially reasonable period of time, Company will delete Customer Data by overwriting it over time (unless applicable legislation or legal process prevents it from doing so); and (iii) each party will promptly use commercially reasonable efforts to return or destroy (and certify the destruction of) all Confidential Information of the other party.

Effects of Termination of an Order Form.  The termination or expiration of an individual Order Form or this Agreement shall not have the effect of terminating any other individual Order Form or this Agreement with respect to such other individual Order Form, unless expressly agreed to by the parties in writing. Either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other, provided that (i) in no event may this Agreement be terminated with respect to any Order Form that remains outstanding, and (ii) Customer will remain obligated to pay any Fees for Services which Customer has purchased applicable to the remainder of the then-current Services Term for those Services.

Non-exclusive Remedy.  Termination or expiration of this Agreement, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall either party be relieved of its obligation to pay Fees that are due and owing under this Agreement.

By Company. Company will indemnify, defend and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) suffered or incurred by Customer in any third party legal proceeding to the extent arising from: (i) Customer's use in accordance with this Agreement of Company's technology used to provide the Services (excluding any Third Party Products or open source software); or (ii) Company's Brand Features.

By Customer.  Customer will indemnify, defend and hold harmless Company from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) suffered or incurred by Company in any third party legal proceeding to the extent arising from: (i) Customer Data; (ii) Customer’s Brand Features; and (iii) Customer’s and Authorized Users’ use of the Services in any manner inconsistent with or in breach of the Agreement.

Exclusion.  This Section 11 will not apply to the extent the underlying allegation arises from: (i) modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party; (ii) combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or (iii) content, information or data that was not provided by indemnifying party.

Conditions.  Obligations under Sections 11(a) (Indemnification by Company) and 11(b) (Indemnification by Customer) are conditioned on the following:

Remedies.  If Company reasonably believes the Services infringe a third party's Intellectual Property Rights, then Company may, at its sole option and expense: (a) obtain the right for Customer to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Company does not believe the foregoing options are commercially reasonable, then Company may suspend or terminate Customer's use of the impacted Services.  If Company terminates the impacted Services, then Company will provide a pro-rata refund of the unearned Fees (if applicable) actually paid by Customer applicable to the period following termination of such Services.

General.  Without affecting either party’s termination rights, this Section 11 states the parties’ only rights and obligations under this Agreement for any third party's Intellectual Property Rights allegations and third party legal proceedings.

Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF: (I) FIVE HUNDRED DOLLARS OR (II) THE AMOUNT PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to: (i) breaches of confidentiality obligations; (ii) violations of a party's Intellectual Property Rights by the other party; (iii) breaches of any license granted in this Agreement; or (iv) indemnification obligations.

Allocation of Risk.  The parties agree that (i) the mutual agreements made in this Section 12 reflect a reasonable allocation of risk; and (ii) that each party would not enter into the Agreement without these limitations on liability.

Notices. Unless otherwise specified herein: (a) all notices must be in English and in writing and addressed to the attention of the other party's legal department and primary point of contact; and (b) notice will be deemed given: (i) upon receipt when delivered personally; (ii) when verified by written receipt if sent by overnight courier; (iii) upon verification of receipt of registered or certified mail; or (iii) when sent by email, provided that such notice is also sent simultaneously via certified mail.  Customer agrees that it will notify Company upon a change in its address.

Consultations.  Before a party initiates legal action against the other arising from the Agreement (except to seek injunctive or equitable relief or to otherwise protect its intellectual Property Rights), the matter in controversy will first be referred to an officer of each party, who shall make good faith and reasonable efforts to resolve the matter within four (4) weeks of the date of referral.

Assignment. All of Company’s rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.  Either party may assign or transfer any part of this Agreement to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Except as otherwise agreed to in writing by the parties, any other attempt to transfer or assign is void.

Force Majeure. Neither party will be liable for inadequate performance of its obligations (except for the payment of money) to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, power failure, and Internet disturbance) that was beyond the party's reasonable control.

No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.

Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

Amendments.  Any amendment must be in writing signed by all the parties to be bound thereby and expressly state that it is amending this Agreement.

Entire Agreement. The applicable Order Form, this Agreement, and the terms located at any URL incorporated by reference herein, together constitute the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

Interpretation of Conflicting Terms.  If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: (i) the Order Form; (ii) the Agreement; and (iii) the documents or pages (including terms located at any URL) referenced herein or therein.

Counterparts. The parties may enter into this Agreement by executing the applicable Order Form or this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

Survival. The following Sections of this Agreement will survive expiration or termination of this Agreement: 3 (Payment), 5 (Confidential Information), 6(a) (Intellectual Property Rights), 10(b) (Rights Upon Termination), 11 (Indemnification), 12 (Limitation of Liability), 13 (Miscellaneous), and 14 (Definitions).