MSC SafetyMax Terms and Conditions

 

The following standard terms and conditions (“Standard Terms”) govern access to and use of the SHE Software (“Supplier”) products by individuals or entities who purchase Services from MSCDirect.com including their Named Users, as defined below (collectively, “Customer”). By using the Software or any Services, the Site Visitor or Customer accepts these Standard Terms (whether on behalf of itself or a legal entity being represented).

If the Customer previously entered into a Master Services Agreement with SHE Software (“Corporate Terms”), Customer is hereby advised that such Corporate Terms will not apply to the transaction contemplated hereunder and, in lieu thereof, these Standard Terms will apply to the Services purchased on MSCDirect.com.

 

1. Definitions and Interpretation. Unless the context otherwise requires, capitalized words and expressions have the meanings below:

Business Day: any day which is not a Saturday, Sunday or public holiday in the Customer Country.

Confidential Information: information, whether in oral, visual, written, electronic or in other tangible or intangible form, that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information at the time of disclosure. Customer Data, Software, the results of any performance tests of Software and Services also constitute Confidential Information.

Configuration: The configuration of Software as specified on MSCDirect.com.

Contract Start Date: the date Customer accepts these Standard Terms.

Customer Data: the data inputted into the information fields of the Software by Customer, by Named Users, or by Supplier on Customer's behalf.

Fees: the fees payable, as described on MSCDirect.com.

Initial Term: the initial term specified on MSCDirect.com.

Named Users: those specific employees, business partners, agent and independent contractors or other authorized third parties (up to the total number of Named User licenses specified in the MSCDirect.com) who are registered or permitted by Customer to use the Software and Services under these Standard Terms.

Renewal Period: the renewal period set out on MSCDirect.com.

Services: The Services purchased by Customer on the MSCDirect.com and as described in clause 3.1 to allow Customer access and use of the Software.

Software: Supplier's proprietary software in machine-readable object code form, including any error corrections, updates, upgrades, modifications and enhancements to it provided to Customer under these Standard Terms.

Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

 

2. Commencement and Duration

2.1 These Standard Terms shall commence on the Contract Start Date and shall continue unless and until either party to these Standard Terms (“Party” or collectively “Parties”) gives the other Party written notice to terminate as set forth in clause 2.2. For avoidance of doubt, there is no option to terminate for convenience during the Initial Term. Additionally, if the Service renews, there is no option to terminate for convenience during the Renewal Period. Termination for cause under clause 12 or any other provision of these Standard Terms is not affected.

2.2 Subject to clause 2.1, either Party may give not less than 30 days’ written notice to terminate the applicable service for convenience before the Initial Term (or the relevant Renewal Period), in which case the Service will terminate automatically at the end of the Initial Term (or the relevant Renewal Period).

3.  Supplier’s Obligations

3.1 License. Supplier hereby grants a non-exclusive, non-sublicensable and non-transferable license to Customer to allow any Named Users (up to the total number of Named User licenses specified on MSCDirect.com) to access the Software through Services that conform to International Standard on Assurance Engagements (ISAE) No. 3402 devised by the International Auditing and Assurance Standards Board, and to use the Software solely for Customer's business purposes.

3.2 Software and Services Warranty.

(a) Supplier warrants that the Software will operate substantially in accordance with its published documentation and that the Services will be performed within a good and workmanlike manner consistent with applicable industry standards.

(b) The warranty in clause 3.2(a) shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to Supplier's instructions or modification or alteration of the Software by any party other than Supplier or Supplier's duly authorized contractors or agents. If the Software does not conform to the foregoing warranty, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance.

(c) Notwithstanding the foregoing, Supplier:

(i) PROVIDES ALL SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS ON AN “AS IS” BASIS, AND does not warrant that Customer’s use of the Software and the Services will be uninterrupted or error-free;

(ii) DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice;

(iii) MAKES NO WARRANTY OF ANY KIND THAT SOFTWARE, DOCUMENTATION OR ANY SERVICES OR RESULT OF THE USE THEREOF WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE SYSTEMS;

(iv) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services and documentations may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

(d) All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Standard Terms.

(e) These Standard Terms shall not prevent Supplier from entering into similar agreements with third parties.

3.3 Service Levels.

(a) Supplier shall use its commercially reasonable efforts to provide availability of at least 99.9% on average over any 30-day period. For avoidance of doubt, Supplier will periodically take the site down to refresh and update (“Maintenance Event”), which will not be included in calculating the availability percentage. Customer-caused or third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorized third parties sub-contracted by Supplier to perform the Services), or outages or disruptions attributable in whole or in part to force majeure events per clause 13 will not be included in calculating the availability percentage.

(b) For avoidance of doubt, ‘availability’ is defined as the ability of the services and systems providing the Software to respond to a legitimately formatted request at the hosting facility’s Internet endpoint. Local issues affecting access to the Software from within Customer network or general issues affecting Internet traffic and which are outside of the control of Supplier do not constitute unavailability of the Software.

(c) The preceding Service Level Arrangements state Customer's full and exclusive right and remedy, and Supplier's only obligation and liability in respect of, the performance and/or availability of the Service.

 

4. Customer’s Use of Services and Obligations

4.1 Customer shall:

(a) provide Supplier with all necessary co-operation in relation to these Standard Terms, and with all necessary access to information as may be required by Supplier in order to render the Services, including but not limited to Customer Data, security access information and software interfaces to Customer's other business applications;

(b) provide personnel assistance as may be reasonably requested by Supplier from time to time. Customer shall use reasonable efforts to ensure continuity of its personnel assigned to these Standard Terms;

(c) comply with all applicable laws and regulations with respect to its activities under these Standard Terms;

(d) obtain and maintain all necessary licenses, consents, and permissions necessary for Supplier, its contractors and agents to perform their obligations under these Standard Terms, including without limitation the Services;

(e) ensure that its network and systems comply with the relevant specifications provided by Supplier from time to time;

(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Supplier’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer's network connections or telecommunications links or caused by the internet;

(g) use reasonable efforts to prevent any unauthorized access to, or use of, the Software and notify Supplier promptly of any such unauthorized access or use;

(h) provide front-line support to its Named Users. However, after they have performed a reasonable level of diagnosis, if the issue remains unresolved, they may contact MSCDirect.com’s technical support in order to report problems from Named Users; and

(i) carry out all other Customer responsibilities set out in these Standard Terms in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the parties, Supplier may adjust any timetable or delivery schedule set out in these Standard Terms as reasonably necessary.

4.2 In relation to Named Users, Customer shall ensure that:

(a) the maximum number of users that it authorizes to access and use the Software does not exceed the number of Named User licenses specified on MSCDirect.com, and that any Named User license is used only by the relevant individual Named User unless that license has been reassigned in its entirety to another individual Named User (in which event the previous Named User shall no longer have any right to access or use the Software);

(b) each Named User keep the log-in details of their account confidential and regularly changes any passwords; and

(c) each Named User complies with all applicable laws and regulations and the terms of these Standard Terms as appropriate.

4.3 Customer shall not:

(a) knowingly store, distribute or transmit any Virus, or any material through the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property; and Supplier reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer’s access to any material that breaches the provisions of this clause.

(b) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Software except to the extent expressly set out in these Standard Terms or as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties; or

(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties; or

(d) access all or any part of the Software or Services in order to build a product or service which competes with the Software and/or the Services; or

(e) use the Software or Services to provide services to third parties except with the prior written agreement of Supplier; or

(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Named Users, or

(g) subject to clause 15.3, transfer, temporarily or permanently, any of its rights under these Standard Terms, or

(h) attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided under this clause 4.3.

4.4 The rights provided under this clause 4 are granted to Customer only and shall not be considered granted to any subsidiary or holding company of Customer.

 

5. Changes to Services

Customer acknowledges that Supplier may amend, develop and update the Software in its discretion from time to time without notice to or requiring any consent from Customer, provided that the amended developed or updated Software shall continue to comply with the warranty in clause 3.2.

 

6. Customer Data and Data Protection

6.1 Customer shall own all rights, title and interest in and to all of Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.

6.2 Both Parties agree to comply with all applicable privacy and data protection laws, as well as other applicable regulations and directives, in their creation, collection, receipt, access, use, storage, disposal and disclosure of personal information.

6.3 In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy shall be for Supplier to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Supplier as a standard feature of its hosting platform. Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Supplier to perform services related to Customer Data maintenance and back-up).

6.4 Customer shall be entitled to unlimited data storage relating to its use of the Software and Services, subject to a “reasonable use” policy.

 

7. Charges and Payment

7.1 Fees. Customer shall pay the fees set out on MSCDirect.com for use of the Software. The prices, features, and options of the Services depend on the Subscription Plan selected as well as any changes instigated by Customer. Supplier does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.

7.2 No Refunds. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Charges for Subscription Plans will be billed to Customer in advance.

7.3 Recurring Charges. When a Subscription Plan is purchased, Customer must provide accurate and complete information for a valid payment method authorized by Customer for use. Customer will be billed for the selected Subscription Plan through the payment method provided, such as a credit card or PayPal or an invoice paid electronically by other means in advance of the renewal date. Customer must promptly notify MSCDirect.com of any change related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES SUPPLIER OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON AN ANNUALLY RECURRING BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term until Customer terminates as set forth in Section 2.2 of these Standard Terms.  

7.4 Late Fees & Collection Costs. If MSCDirect.com does not receive payment from Customer’s payment method, Customer agrees to pay all amounts due upon demand. Any 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 applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by MSCDirect.com or the Supplier to collect any amount that is not paid when due. MSCDirect.com and/or the Supplier may accept payment in any amount without prejudice to MSCDirect.com and/or the Supplier right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to MSCDirect.com and/or the Supplier may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from MSCDirect.com and/or the Supplier.

7.5 Tax Responsibility. All payments required by these Standard Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on Supplier’s net income (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Services. Where the responsibility to remit Taxes falls upon Supplier, the Taxes will be added to the payment and payable to Supplier at the same time as the payment. Taxes shall not be deducted from the payments to Supplier, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Supplier receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that Supplier can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. Supplier’s and Customer’s obligations under this Section 9.8 (Tax Responsibility) shall survive the termination or expiration of these Standard Terms.

 

8. Proprietary Rights

8.1 Customer acknowledges and agrees that Supplier and/or its licensors own all intellectual property rights in the Software and the Services. Except as expressly stated herein, these Standard Terms do not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Software, Services or any related documentation. To the extent necessary, Customer hereby assigns to Supplier any intellectual property rights in the Software and the Services that may be developed by Customer.

8.2 Supplier confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Standard Terms.

8.3 This clause 8 shall survive termination of these Standard Terms, however arising.

 

9.              Confidentiality

9.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Standard Terms. A Party's Confidential Information shall not include information that: (a) is or becomes publicly known other than through any act or omission of the receiving Party; or (b) was in the other Party's lawful possession before the disclosure; or (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or  (d) is independently developed by the receiving Party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Standard Terms or as expressly permitted by these Standard Terms.

9.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Standard Terms.

9.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.5 This clause 9 shall survive termination of these Standard Terms, however arising.

 

10. Indemnity

10.1 Supplier shall defend Customer, its officers, directors and employees against any claim that the Software infringes any patent effective as of the Contract Start Date, copyright, database right or right of confidentiality, and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that: (a) Supplier is given prompt notice of any such claim; (b) Customer provides reasonable co-operation to Supplier in the defense and settlement of such claim, at the Supplier's expense; and (c) Supplier is given sole authority to defend or settle the claim.

10.2 In the defense or settlement of the claim, Supplier may obtain for Customer the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these Standard Terms without liability to Customer. Supplier shall have no liability if the alleged infringement is based on: (a)  a modification of the Software by anyone other than Supplier; or (b) Customer's use of the Software in a manner contrary to the instructions given to Customer by Supplier; or (c) Customer's use of the Software after notice of the alleged or actual infringement from Supplier or any appropriate authority.

10.3 This clause 10 and clause 11 state Customer’s sole and exclusive rights and remedies, and Supplier’s entire obligations and liability, for patent, copyright, database or right of confidentiality infringement.

10.4 This clause 10 shall survive termination of these Standard Terms, however arising.

 

11. Limitation of Liability

11.1 EXCEPT FOR OBLIGATIONS OF CONFIDENTIALITY AS SET FORTH IN CLAUSE 9, EACH PARTY’S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THESE TERMS SHALL BE LIMITED TO THE GREATER OF (I) THE TOTAL AMOUNT PAID AND PAYABLE BY, CUSTOMER HEREUNDER OR (II) $10,000.

EXCEPT FOR EACH PARTY’S OBLIGATIONS OF CONFIDENTIALITY AS SET FORTH IN CLAUSE 9, NEITHER PARTY SHALL BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THESE TERMS.

11.2 Nothing in these Standard Terms excludes the liability of either Party for death or personal injury caused by such Party’s negligence, or for fraud or fraudulent misrepresentation.

11.3 This clause 11 sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Customer: (a) arising under or in connection with these Standard Terms; (b) in respect of any use made or conclusions drawn by Customer of the Services, the Software, the Configuration or any part of them; and (c) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Standard Terms.

11.4 This clause 11 shall survive termination of these Standard Terms, however arising.

 

12. Termination

12.1 Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate these Standard Terms without liability to the other if the other Party:

(a) commits a material breach of any of the terms of these Standard Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or

(b) becomes insolvent;

(c) is generally unable to pay, or fails to pay, its debts as they become due;

(d) files, or has field against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law;

(e) makes or seeks to make a general assignment for the benefit of its creditors;

(f) applies for, or consents to the appointment of a trustee, receiver or custodian for a substantial part of its property or business;

(g) ceases, or threatens to cease, to trade; or

(h) takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.

12.2 Without prejudice to any other rights or remedies to which the Parties may be entitled, Supplier may terminate these Standard Terms without liability to Customer if there is a change of control of Customer. Change of control shall mean: (i) a consolidation or merger of Customer with or into any other person in competition with Supplier, (ii) a sale or other disposition of all or a substantial part of the properties and assets of Customer in a single transaction or in a series of related transactions with a competitor of Supplier, or (iii) the acquisition of “beneficial ownership” by any “person” or “group”, who is a competitor of Supplier, of voting securities of Customer representing more than 50% of the voting power of all outstanding voting securities of Customer. In addition, for the purposes of this definition, the terms “person,” “group” and “beneficial owner” shall have the meanings set forth in the Securities Exchange Act of 1934, as amended, whether or not applicable.

12.3 On termination of these Standard Terms for any reason:

(a) the Service shall automatically terminate;

(b) each Party shall return and make no further use of any equipment, property, materials, Confidential Information, and other items (and all copies of them) belonging to the other Party;

(c) Supplier shall destroy or otherwise dispose of any Customer Data in its possession unless Supplier receives, no later than ten days after the effective date of the termination of these Standard Terms, a written request for the delivery to Customer of the then most recent back-up of Customer Data. Supplier shall use reasonable commercial efforts to deliver the back-up to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Supplier in returning or disposing of Customer Data; and

(d) the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

 

13. Force Majeure

Neither Party shall be in breach of these Standard Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Standard Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months, the Party not affected may terminate these Standard Terms by giving 30 days' written notice to the other Party.

 

14. Notices

14.1 Any notice required to be given under these Standard Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in these Standard Terms, or such other address as may have been notified by that Party for such purposes.

14.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. A notice given under these Standard Terms is not valid if sent by e-mail and, for the avoidance of doubt, "writing" shall not include e-mail for the purposes of this clause.

 

15. Miscellaneous and General

15.1 Nothing in these Standard Terms is intended to, or shall be deemed to, establish any partnership or joint venture, an employer/employee or agency relationship between any of the Parties, the agent of another party, nor authorize any Party to make or enter into any commitments for or on behalf of any other Party.

15.2 No variation of these Standard Terms shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

15.3 These Standard Terms are for the sole benefit of the Parties hereto and their respective successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Standard Terms.

15.4 Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Standard Terms.

15.5 If any provision (or part of a provision) of these Standard Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

15.6 A waiver of any right under these Standard Terms is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.

15.7 Unless specifically provided otherwise, rights arising under these Standard Terms are cumulative and do not exclude rights provided by law.

15.8 These Standard Terms and any documents referred to in it constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of these Standard Terms.

15.9 These Standard Terms are governed by, and construed in accordance with: (1) for a Customer contracting with SHE Software, Inc., the laws of the State of Illinois, United States excluding its conflict of laws provisions; for a Customer contracting with SHE Software Limited, UK, the laws and courts of England and Wales; or (3) for a Customer contracting with SHE Software Limited, Australia and New Zealand, the laws of New Zealand.

15.10 Disputes. Any action to enforce or interpret these Standard Terms, or to resolve disputes with respect to these Standard Terms, may be submitted to mediation by the agreement of the parties; provided that, if no resolution is so obtained, a dispute (except with respect to disputes regarding intellectual property rights) shall then be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association prior to any litigation. Any party may commence arbitration by sending a written demand for arbitration to the other party. Such demand shall set forth the nature of the matter to be resolved by arbitration. The place of mediation and/or arbitration shall be the Chicago, Illinois metropolitan area. All decisions of the arbitrator shall be final, binding, and conclusive on the parties. Judgment upon a final arbitration decision may be entered by any court of competent jurisdiction in the Chicago metropolitan area. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. Notwithstanding the foregoing, Customer acknowledges that, in the event of imminent, irreparable harm to it, the rights of Supplier under these Standard Terms may not be adequately protected by remedies available to it at law and therefore Customer agrees that Supplier shall be entitled to seek injunctive relief in addition to all legal remedies for any breach of these Standard Terms. Disputes regarding intellectual property rights may be referred to a court of competent jurisdiction at any time.