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MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (together with any applicable Order Forms (the “Agreement”) is entered into by and between _______________________________________ an organization with offices located at __________________________________________ (“Customer”) and Riffyn Inc., a Delaware corporation, with offices located at 360 17th St., Ste. 100, Oakland, California, 94612 (“Riffyn”).
(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
(b) “Customer Data” means electronic data, content and information provided to the Subscription Services by Customer, or by a third-party or Riffyn on behalf of Customer, or that Customer or a third-party acting on behalf of Customer uses the Subscription Services to collect or process, including copies, modifications and derivative works thereof.
(c) “Order Form” means an ordering document expressly referencing this Agreement, including any addenda and supplements thereto, signed by the parties hereto (or an Affiliate) specifying the Services to be provided hereunder.
(d) “Output” means the reports and other output of the Subscription Services resulting from processing of Customer Data by the Subscription Services, excluding any Riffyn technology or information incorporated therein (e.g., the underlying template of the report).
(e) “Results” means the results of any Support Services provided by Riffyn to Customer, excluding any Customer Data or other Customer Confidential Information incorporated therein.
(f) “Services” means the Subscription Services and Support Services.
(g) “Software” means any downloadable software components provided to Customer by Riffyn pursuant to this Agreement.
(h) “Subscription Services” means Riffyn’s online, web-based process design and development, data storage and analytics platform and services and accompanying documentation, which are made available to Customer by Riffyn pursuant to an Order Form, including all updates and improvements thereto.
(i) “Support Services” means Riffyn’s technical support services, training services, software development services, and implementation or consulting services which are provided to Customer by Riffyn as set forth on an applicable Order Form, including any Results.
(j) “User” means an individual who is authorized by Customer to use the Services. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.
2. Use of THE Services
(a) Services. Subject to the terms and conditions of the Agreement, Riffyn shall make the Services and Software available to Customer as set forth in the applicable Order Form.
(b) Authorized Use. Subject to the limitations set forth in the applicable Order Form and the terms and conditions set forth herein, Customer and its Users shall have the limited, non-sublicensable, non-exclusive, non-transferable right, solely during the term of the applicable Order Form, (i) to access and use the Services and the Results, solely in support of the business operations of Customer and its Affiliates, and (ii) to install and use, and make a reasonable number of copies of, the Software, solely in support of Customer’s authorized use of the Subscription Services. Customer shall be responsible for its Users’ compliance with the terms and conditions of this Agreement applicable to Customer, and the acts, omissions or breaches hereunder by any of Customer’s Users or any other individuals using accounts or credentials for the Services obtained from Customer or any User. Customer is responsible for maintaining the security of its account, passwords (including, but not limited to, administrative and user passwords). Each User account is restricted to the specific person registered to use such account, and such account may not be accessed or used by or shared with other persons.
(c) Feedback to Customer. With respect to those Results that are feedback, comments and suggestions for improvements to Customer’s business processes or products, Customer shall have the non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, paid-up, worldwide license to use and exploit such Results for any purpose, including but not limited to the design and development of such business processes and products.
(d) Usage Restrictions. Customer will not directly or indirectly (i) make the Services or Software available to, or use the Services or Software for the benefit of, anyone other than Customer or the Users; (ii) sell, resell, license, sublicense, distribute, rent or lease the Services or Software, or include any Services or Software in a service bureau or outsourcing offering; (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (iv) store or transmit material or data on or through the Services in violation of third-party rights, including without limitation privacy rights or any contract to which Customer is a party; (v) use the Services or Software to store or transmit malicious or disruptive code; (vi) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) permit direct or indirect access to or use of the Services or Software in a way that circumvents a contractual usage limit; (ix) copy the Services or Software or any part, feature, function or user interface thereof; (x) frame or mirror any part of any Services, other than framing on Customer’s own internal intranets; (xi) access or use the Services or Software for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (xii) modify, translate, or create derivative works based on the Software or Services or any underlying software or (xiii) decompile, disassemble, decipher or reverse engineer the Services or Software, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services or Software, (except to the extent such restriction is expressly prohibited by applicable statutory law).
(e) Affiliates. An Affiliate may receive Services and Software under this Agreement provided that such Affiliate directly enters into an Order Form. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Customer will be responsible for its Affiliates’ compliance with this Agreement.
(f) Limitations. Riffyn will not be responsible or liable for any failure in the Services or Software resulting from or attributable to (i) Customer Data or failures to deliver Customer Data to Riffyn; (ii) failures in any telecommunications, network or other service or equipment outside of Riffyn’s facilities; (iii) Customer's, or any third party’s acting on behalf of Customer, products, services, negligence, willful misconduct, breach of this Agreement or other unauthorized access or use; or (iv) any force majeure or other cause beyond Riffyn’s reasonable control.
3. Fees and Expenses
(a) Payment. Customer shall be responsible for and shall pay to Riffyn the fees set forth in the applicable Order Form in accordance with the terms and conditions contained therein. Customer shall pay all invoices within thirty (30) days of the date of invoice. Payment obligations are non-cancelable and, except as expressly set forth in this Agreement, fees will not be refunded. Subscription quantities cannot be decreased during the relevant subscription term. If Customer’s actual usage exceeds the subscribed-for amount indicated in an Order Form, Customer shall be responsible for paying for all applicable usage that exceeds the limitations set forth in the applicable Order Form. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
(b) Taxes. The fees set forth in an Order Form are exclusive of any taxes. Customer shall be responsible for all taxes, tariffs, levies and duties associated with the Services other than U.S. taxes based on Riffyn’s net income. All amounts are stated in, and shall be paid in, U.S. dollars.
(c) Credit Card Payment. If Customer pays by credit card or certain other payment instruments, the Service may provide an interface for the Customer account owner to change credit card information (e.g. upon card renewal), or, if not, Customer may contact Riffyn directly to make such update. The account owner will receive a receipt upon each receipt of payment by Riffyn, or they may obtain a receipt from within the Service to track subscription status. Customer hereby authorizes Riffyn to bill Customer’s credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service (including applicable periodic charges and overages) until the Service is terminated, and Customer further agrees to pay any charges so incurred. Customer agrees to promptly update its account information with any changes (for example, a change in Customer’s billing address or credit card expiration date) that may occur. Riffyn may use a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Customer’s billing information except to process Customer’s credit card information for Riffyn.
4. Term and Termination
(a) Term. This Agreement commences on the Effective Date listed in the first Order Form executed by the parties and continues in effect through the duration of all Order Forms hereunder, unless terminated earlier in accordance with the terms of Section 4(c) (Termination).
(b) Term of Purchased Subscriptions. The term of each subscription is set forth in the applicable Order Form.
(c) Termination. If either party materially breaches any of its duties or obligations under this Agreement or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate this Agreement or the applicable Order Form, as applicable.
(d) Refund or Payment upon Termination. In the event of termination for Customer’s material breach in accordance with Section 4(c) (Termination), Customer shall pay Riffyn all fees due under any terminated Order Form(s) for past and current Billing Periods. In the event of termination for Riffyn’s material breach in accordance with Section 4(c), Riffyn will refund to Customer a pro-rated amount of the prepaid fees for Services under the applicable Order Form(s) that were not provided as of the termination effective date. For clarity, termination of this Agreement will terminate all outstanding Order Forms.
(e) Data Portability and Deletion. Upon request by Customer, which must be made within thirty (30) calendar days after the effective date of termination or expiration of this Agreement, Riffyn will use commercially reasonable efforts to make the Customer Data available to Customer for export or download. After such 30-day period, Riffyn will have no obligation to maintain or provide Customer Data, and shall thereafter delete or destroy all copies of Customer Data in Riffyn’s systems or otherwise in Riffyn’s possession or control, unless legally prohibited.
(f) Surviving Provisions. The sections and subsections titled “Fees and Expenses” (to the extent any payment obligations remain outstanding), “Refund or Payment upon Termination,” “Data Portability and Deletion,” “Disclaimers,” “Confidential Information,” “Proprietary Rights,” “Mutual Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination or expiration if this Agreement.
5. Representations and Warranties
(a) Representations and Warranties. Each party represents and warrants that: (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated; (ii) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (iv) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
(b) Customer Warranties. Customer represents, warrants and covenants that (i) all Customer Data provided hereunder has been collected and provided by or on behalf of Customer in accordance with all applicable laws, rules and regulations; (ii) it owns all rights, title and interest in and to the Customer Data, or that Customer has otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement; (iii) it shall only use Services and Software in accordance with all applicable laws, rules and regulations and this Agreement and any relevant documentation provided by Riffyn and (iv) it will not provide Riffyn with any Customer Data that is personally identifying information subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”). Riffyn is not a “Business Associate” under HIPAA, and Customer will not provide any protected health information to Riffyn.
(c) Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. RIFFYN AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR SOFTWARE OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES OR SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RIFFYN AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES OR SOFTWARE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE SERVICES OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS.
6. Confidential Information
(a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Output and Customer Data; Riffyn’s Confidential Information includes the Services, including Results, and Software, and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information of a Disclosing Party does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation owed to the Disclosing Party or (iv) was independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
(b) Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the Confidential Information of the Disclosing Party as it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party will (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, only disclose Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who (A) need that access for purposes consistent with this Agreement and (B) have confidentiality obligations with respect to the Disclosing Party’s Confidential Information consistent with those contained herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than (1) its Affiliates, legal counsel and accountants or (2) in connection with a bona fide due diligence inquiry for a financing, acquisition or similar transaction, in each case subject to confidentiality obligations consistent with this Agreement, without the other party’s prior written consent. A Receiving Party shall be responsible for any breaches of confidentiality obligations hereunder by any third party to whom it discloses the Disclosing Party’s Confidential Information. Notwithstanding anything to the contrary set forth herein, Riffyn may collect and use data regarding the performance and use of the Service in anonymized and aggregated form, and that does not contain Customer Confidential Information or identify any person or entity, to provide, analyze and improve the Service.
(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the 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.
7. Proprietary Rights
(a) Customer. As between the parties, except for the licenses set forth herein, all right, title and interest in and to the Customer Data and the Output shall be and remain the sole and exclusive property of Customer.
(b) License to Customer Data. Customer hereby grants Riffyn a non-exclusive, worldwide, license to use, process, reproduce, perform, display, modify, distribute and transmit the Customer Data solely to provide the Services to Customer as set forth in this Agreement. Customer agrees that (i) the quality of the Services depend on the uploading or other provisioning of the Customer Data into the Subscription Services, as applicable, and (ii) Riffyn will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Customer Data
(c) Riffyn. As between the parties, all right, title and interest in and to the Services and Software, and all copies, modifications and derivative works thereof shall be and remain the sole and exclusive property of Riffyn.
(d) Feedback. Customer and its Users may provide Riffyn with feedback, comments and suggestions for improvements to the Services and Software (“Feedback”), and Riffyn is hereby granted a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, paid-up, worldwide license to use and exploit such Feedback for any purpose, including but not limited to the design and development of the Services and Software.
(e) No License. Except as expressly set forth herein, no license or other right, title or interest is granted by either party to the other with respect the Confidential Information, Services, Software, Output or Customer Data.
8. Information Security
Riffyn shall be responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (a) protect the security and confidentiality of the Customer Data; (b) protect against anticipated threats or hazards to the security or integrity of the Customer Data; (c) protect against unauthorized access to or use of the Customer Data and (d) require that all subcontractors of Riffyn who will be accessing the Customer Data, if any, comply with the foregoing. Customer shall use commercially reasonable security and anti-virus measures when uploading Client Data to, accessing and using the Services and to prevent unauthorized access to, or use of, the Services, and shall notify Riffyn promptly of any such unauthorized access or use of which it becomes reasonably aware.
9. Mutual Indemnification
(a) Indemnification by Riffyn. Riffyn will defend Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party alleging that Customer’s use of the Subscription Services or Software in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold harmless Customer from any damages, attorney fees and costs finally awarded to such third parties as a result of, or for any amounts paid under a settlement of, such Claim made in accordance with the terms of Section 9(d) (Indemnification Procedure). The foregoing obligations do not apply with respect to any Claim based on or arising from (i) the Customer Data; (ii) the Subscription Services or Software, or portions or components thereof (A) used not strictly in accordance with this Agreement or in an environment or on a platform or with devices for which it was not designed or contemplated; (B) made in whole or in part in accordance with Customer specifications; (C) modified, altered, combined or enhanced by a party other than Riffyn; (D) combined with products, services, processes, content or materials not supplied by Riffyn; (E) any continuing allegedly infringing activity after being notified thereof or provided modifications that would have avoided the alleged infringement; or (F) any Claims based on or arising out of Customer’s, Customer’s Affiliates, or Customer’s Users breach of this Agreement or an applicable Order Form ((A) through (F) collectively, the “Excluded Claims”).
(b) Infringement. If Riffyn receives information about an infringement or misappropriation claim arising directly out of the Services or Software (and not arising out of an Excluded Claim), Riffyn may in its discretion and at no cost to Customer (i) modify the Services or Software so that they no longer infringe or misappropriate; or (ii) obtain a license for Customer’s continued use of the Services and Software in accordance with this Agreement, and, if (i) and (ii) are not practicable despite Riffyn’s reasonable efforts, then Riffyn may terminate Customer’s subscription for the Services and license to the Software and refund Customer a pro-rated amount of any prepaid fees covering the remainder of the term of the terminated subscriptions. Sections 9(a) and 9(b) state Riffyn’s sole liability, and the Customer’s exclusive remedy, for any infringement or misappropriation of third-party intellectual property rights with respect to the Services and Software.
(c) Indemnification by Customer. Customer will defend Riffyn against any Claim made or brought against Riffyn by a third party (i) alleging that Customer Data, or Customer’s use of the Services or Software in breach of this Agreement, violates, infringes or misappropriates such third party’s intellectual property or other proprietary or privacy rights or violates applicable law, order, rule or regulation or (ii) for any Excluded Claims, and Customer will indemnify and hold harmless Riffyn from any damages, attorney fees and costs finally awarded to such third parties as a result of, or for any amounts paid under a settlement of, such Claim made in accordance with the terms of Section 9(d)(Indemnification Procedure).
(d) Indemnification Procedure. Any claim for indemnification hereunder requires that the indemnified party (i) promptly give the indemnifying party written notice of the Claim; (ii) give the indemnifying party sole control of the defense and settlement of the Claim, provided that the indemnified party may participate in the defense of the Claim with counsel of its choosing at its own expense and further provided that the indemnifying party shall not be responsible for any settlement that it does not approve in writing, such approval not to be unreasonably withheld and (iii) give the indemnifying party all reasonable assistance, at indemnifying party’s expense.
11. Limitation of Liability
EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, In no event shall EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF this agreement, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) interruption OF USE, LOSS OR INACCURACY of THE SERVICES OR SOFTWARE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES; (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C) damages, IN THE AGGREGATE, in excess of the amountS PAID TO RIFFYN HEREUNDER DURING THE TWELVE (12) MONTHS immediately preceding the event giving rise to the liability, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
12. General PROVISIONS
(a) Relationship between Customer and Riffyn. The relationship between the parties is that of independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind or attempt to bind the other party in any respect whatsoever.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement.
(c) Force Majeure. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use commercially reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. This provision shall not excuse the payment of fees due under this Agreement, provided that Riffyn continues to provide the Services as set forth herein.
(d) No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party's right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
(e) Notices. Any notice given pursuant to this Agreement shall be in writing and delivered to the parties at their respective addresses stated on an applicable Order Form or at such other address designated by written notice hereunder. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if sent by email or facsimile; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
(f) Publicity. Customer hereby consents to inclusion of its name and logo in client lists that may be published as part of Riffyn’s marketing and promotional efforts.
(g) Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Further, Riffyn shall have the right to use subcontractors in its performance of this Agreement, and Riffyn shall remain responsible for any breach of this Agreement by such subcontractors to the same extent Riffyn is liable for its own breach hereunder.
(h) Counterparts; Execution. This Agreement may be executed electronically and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that an electronic or facsimile signature may substitute for and have the same legal effect as the original signature.
(i) Entire Agreement. This Agreement and the Order Forms constitute the entire agreement between the parties and supersede any and all previous or contemporary representations, understandings, or agreements between the parties as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by both parties. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (other than with regard to capacity licensed, Term, Services, bill to, ship to, pricing) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.
(j) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
IN WITNESS WHEREOF, the parties’ authorized signatories have duly executed this Agreement as of the Effective Date first set forth above.
By and on behalf of Customer
By and on behalf of RIFFYN, INC.