Hosting Services General Terms and Conditions
These General Terms and Conditions ("General Terms and Conditions") govern Cryptzone's provision of the Cryptzone Software by making the Cryptzone Software available for access on servers owned or controlled by Cryptzone or its contractors and accessed by customers of Cryptzone via the Internet as a service utilizing the System (as defined below) (the "Subscribed Services").
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
1.1 "Agreement" means these General Terms and Conditions together with any Order Form.
1.2 "Client" means the party identified as the client or customer on the Order Form.
1.3 "Client Content" means all data, imagery, information and other content: (a) transmitted by or on behalf of Client through the System; (b) provided by Client or on Client's behalf for use in connection with the Subscribed Services; or (c) otherwise processed or stored by Cryptzone or its contractors on Client's behalf pursuant to this Agreement.
1.4 "Cryptzone" means Cryptzone North America, Inc., a Delaware corporation with a principal place of business at 130 Turner Street, Suite 610, Waltham, MA, 02453.
1.5 "Cryptzone Software" means Cryptzone's proprietary software programs for use in connection with data security and encryption and which are used by Cryptzone to provide the Subscribed Services (including, without limitation, all source code, object code, designs, copyrightable works, ideas, inventions, technology and other intellectual property rights therein), as modified, enhanced or replaced by Cryptzone from time to time.For the avoidance of doubt, Cryptzone Software does not include Client Content.
1.6 "Documentation" means the then-current, commercially available user manuals, training materials and technical manuals relating to the Subscribed Services provided to Client by Cryptzone pursuant to this Agreement.
1.7 "Open Source Software" means any software that is generally available to the public in source code form under licenses meeting the Open Source Definition as promulgated by the Open Source Initiative.
1.8 "Order Form" means all written order forms or other ordering documentations for the Subscribed Services which specifies the Subscribed Services being subscribed for, the number of licenses to use and/or access the Subscribed Services, the applicable fees, billing period, and other charges, as well as payment terms.
1.9 "System" means the Cryptzone Software and the server grade computers and related networks maintained by or on behalf of Cryptzone and its third party providers to host the Cryptzone Software and provide the Subscribed Services to Client, all as hereafter modified, enhanced or replaced by Cryptzone.
2.1 Subscribed Services. Subject to the terms and conditions set forth herein, including without limitation, Client's payment of all applicable fees, Cryptzone hereby agrees to provide the Subscribed Services, and in connection therewith, Cryptzone hereby grants to Client during the Term a non-exclusive, non-transferable, non-sublicensable, limited right and license to: (a) access and use the Subscribed Services solely for Client's internal use for the number of Authorized Users (as defined below) specified in the applicable Order Form and subject to any other restrictions set forth in the applicable Order Form; (b) transmit and receive Client Content to and from the System and (c) use the Documentation in connection with such rights. Cryptzone will provide Client with access to the Subscribed Services by issuance of a confidential license key to Client.Client is responsible for maintaining the confidentiality of such license key and any activity that transpires through the use of such license key.All rights not expressly granted to Client are reserved by Cryptzone and its licensors. Client acknowledges that Cryptzone's provision of the Subscribed Services is expressly conditioned upon Client's prompt performance of its obligations and responsibilities here under. Cryptzone shall have no liability for its failure to provide the Subscribed Services if such failure is caused, in whole or in part, by Client's or a third party's failure to timely perform its respective obligations or responsibilities.
2.2 Authorized Users. The number of Client employees or personnel who may be registered with the Subscribed Services as "Authorized Users" at any point in time will be specified in the applicable Order Form. Client may substitute and remove Authorized Users using functionality of the Subscribed Services, but the aggregate number of Authorized Users Client has assigned may not exceed the number of Authorized Users purchased by Client as specified in the applicable Order Form. Client may increase the number of Authorized Users from time to time which may result in an increase in the fees payable by Client to Cryptzone. Each Authorized User will receive an individual license key to access the Subscribed Services and only Authorized Users may access the Subscribed Services. Client will not permit persons who are not Authorized Users to access the Subscribed Services and will ensure that Authorized Users do not disclose any license key or password to any third party.
2.3 Open Source Software.
2.3.1 The Cryptzone Software may include Open Source Software components, each of which has its own copyright and its own applicable license conditions. The Open Source Software is licensed to Client under the terms of the applicable Open Source Software license conditions and/or copyright notices that can be found in the licenses file, the Documentation or other materials accompanying the Cryptzone Software or on the Cryptzone website. The terms of this Agreement will only apply to Open Source Software when and to the extent that they do not conflict with any terms of the Open Source Software's respective license(s).
2.3.2 All Open Source Software is distributed to Client without any warranty of any kind, including without limitation, any warranty of title, merchantability or fitness for a particular purpose. Cryptzone hereby expressly disclaims on behalf of all individuals or entities that distributed the Open Source Software to Cryptzone all warranties and conditions, express and implied, including warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; and Cryptzone excludes on behalf of all such contributors all liability for damages, including direct, indirect, special, incidental and consequential damages.
2.4 Limitations. Client shall not: (a) access or use any portion of the Subscribed Services or System except as expressly authorized pursuant to this Agreement; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of all or any portion of the Subscribed Services or System; (c) copy any ideas, features, functions or graphics of the Subscribed Services or System or modify or make derivative works based upon the Subscribed Services or System; (d) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Subscribed Services, System or Documentation; (e) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Subscribed Services or System, or any portion thereof, for third party use, third party training, facilities management or time-sharing, or use as an application service provider or service bureau or (f) use the Subscribed Services for any unlawful purpose or to transmit, store or publish any content that is obscene, libelous, threatening or unlawful or that infringes or violates any third party rights. Without limiting the foregoing Client may not use the Subscribed Services or System to: (i) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Subscribed Services, System or the data contained therein; or (iii) attempt to gain unauthorized access to the Subscribed Services or System.
2.5 System Availability. Cryptzone and its service providers may conduct: (a) scheduled maintenance between the hours of 12 a.m. and 2 a.m. Eastern Time, United States, Mondays through Fridays and between the hours of 12 a.m. and 4 a.m. Eastern Time, United States on Saturdays and Sundays, or such time period as Cryptzone may from time to time substitute by providing notice to Client; and (b) emergency maintenance, as necessary (collectively, the "Permitted Downtime"). The Subscribed Services will be accessible via the Internet ninety-five percent (95%) of the aggregate time in any given month, except for Permitted Downtime.In the event that, excluding Permitted Downtime, the applicable Subscribed Service is not available ninety-five percent (95%) of the time in a given month, Client's sole and exclusive remedy will be to receive a service credit equal to the product of: (i) the percentage of downtime in such month that exceeds one percent (1%) multiplied by (ii) one-twelfth of the applicable annual services fee; provided that Client requests such service credit within fifteen (15) days of the end of the calendar month for which the applicable Subscribed Services were not available ninety-five percent (95%) of the time.
3.1 Resources. Client will be solely responsible for Client's Internet connection (the speed of which may have a significant impact on the responsiveness of the Subscribed Services), and except as expressly set forth herein, Client and its Authorized Users shall be solely responsible for providing all resources, equipment, hardware and software at its or their respective facilities which are necessary for them to remotely access the System and/or receive the Subscribed Services. To the extent Cryptzone's provision of the Subscribed Services requires data, documents, information or materials of any nature to be furnished, in whole or in part, by Client or its employees, agents, contractors, representatives or Authorized Users, Client will cause such individuals to furnish such data, documents and information in a manner which permits Cryptzone to perform the Subscribed Services as contemplated herein.
3.2 Third Party Coordination; Required Consents. To the extent the Subscribed Services require access to a third party service provider who is under contract with Client, or access or use of such provider's information or interconnection with such provider's services, facilities, technology or systems in order to receive or transmit Client Content, Client shall be responsible for obtaining any required third party licenses or consents necessary for Cryptzone to access and use such information, services, facilities, technology or systems.
3.3 Accuracy and Completeness of Client Content. As between the parties, Client shall be responsible for the accuracy and completeness of all Client Content and other data transmitted or received by Client in connection with the Subscribed Services. Cryptzone does not warrant the correctness, completeness, merchantability or fitness for a particular purpose of any Client Content, and Client shall indemnify, defend and hold Cryptzone and its affiliates and its and their officers, directors and employees harmless from any and all third party claims arising out of or related to Client's use or dissemination of any such Client Content.
3.4 Activity. Client is responsible for all activity occurring under Client's accounts and license keys.Client shall: (a) notify Cryptzone immediately of any unauthorized use of any license key, password or account or any other known or suspected breach of security; (b) report to Cryptzone immediately and use reasonable efforts to stop immediately any copying or distribution of Client Content that is known or suspected by Client; and (c) not impersonate another Cryptzone user or provide false identity information to gain access to or use of the Subscribed Services.
4.0 Prices; Ordering; Payment
4.1 Invoicing and Payment. Following execution of an Order Form, Cryptzone may issue an invoice to Client that incorporates by reference the accepted Order Form and restates the fees to be paid by Client.For purposes of clarity, in the event that Cryptzone issues an invoice pursuant to an Order Form, the invoice may not include any new or additional terms and the terms of the Order Form will prevail in all respects. Client shall pay to Cryptzone all fees, charges and expenses due and owing pursuant to an Order Form to the address designated on the invoice. Client shall pay all annual fees annually in advance for the Subscribed Services within thirty (30) days following Cryptzone's invoice date. All payment obligations here-under are non-cancellable, non-refundable and non-contingent. Client may not set-off any amounts owing to Client against any payments owing to Cryptzone here under. Cryptzone reserves the right to change its fees for any Renewal Term. Cryptzone may specify the new pricing in the invoices submitted to Client.Payments which are not received when due shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was due. In addition, in the event Client fails to timely pay any fees or charges when due, Cryptzone may, in its discretion, suspend or terminate any Subscribed Services or other services here under following a written notice that will include a thirty (30) day cure period, and Cryptzone may change its credit terms for subsequent Statements of Work Client will continue to be charged for all Subscribed Services and other services during any period of suspension.
4.2 Taxes and Duties. Excluding taxes based on Cryptzone's net income, Client is liable and responsible for paying all federal, state and local sales, foreign withholding, value added, use, property, excise, service and other taxes, and all duties and customs fees relating to Client's receipt or use of the Subscribed Services, whether or not Cryptzone invoices Client for such taxes, duties or customs fees, unless Client timely provides Cryptzone with a valid tax exemption or direct pay certificate showing Client is exempt from such payments. If Cryptzone is required to pay any such taxes, duties or customs fees, Client shall reimburse Cryptzone for such amounts in accordance with Section 4.1, and Client further agrees to indemnify, defend and hold harmless Cryptzone for any such taxes, duties and customs fees and any related costs, interest and penalties paid or payable by Cryptzone with respect thereto.
4.3 Audits. During the Term and for a period of two (2) years thereafter, Client will permit Cryptzone or its authorized representatives to audit Client's facilities, records and use of the Subscribed Services to determine Client's compliance with the terms and conditions of this Agreement.Such audits shall occur during regular business hours and shall be conducted in a manner designed to limit disruption to Client's business. In the event an audit reveals that Client has underpaid any fees or charges owing to Cryptzone, or that Client is using the Subscribed Services in an unauthorized manner, Client shall immediately pay to Cryptzone any amounts due, together with interest thereon at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was due, and Client shall reimburse Cryptzone for all costs of conducting the audit.
5.0 Term and Termination
5.1 Term. Unless otherwise set forth on the applicable Order Form, the term of this Agreement shall commence on the Effective Date set forth on the applicable Order Form and shall continue for one (1) year (the "Initial Term") and thereafter will renew automatically for successive one (1) year renewal terms (each, a "Renewal Term") unless either party provides written notice to the other party of non-renewal at least sixty (60) days prior to such renewal date or unless earlier terminated as provided below (the Initial Term and any Renewal Term collectively, the "Term").
5.2 Termination of the Agreement. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to correct the material breach within thirty (30) days (or such additional cure period as the non-defaulting party may authorize in writing) following receipt of written notice from the non-breaching party. In addition, Cryptzone may terminate this Agreement immediately if Client ceases doing business in the ordinary course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) days, or makes an assignment for the benefit of creditors.
5.3 Suspension or Termination of Services . In the event that: (a) Client fails to timely pay any fees when due; (b) Cryptzone reasonably believes that any element of the Subscribed Services, or Client's receipt or use thereof, violates any applicable law, rule or regulation, or (c) if continuing to perform the Subscribed Services would, in Cryptzone's reasonable opinion, cause a threat of harm to the System or Cryptzone's other customers; or in accordance with the terms of Section 9.3, Cryptzone may in its sole discretion suspend or terminate any Subscribed Services and other services immediately without notice.
5.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) all payment obligations shall become immediately due and owing; (b) Client shall immediately cease using the applicable Subscribed Services and return all Documentation to Cryptzone and (c) Client will return to Cryptzone or, at Cryptzone's option, destroy all copies of Cryptzone's Confidential Information in every form. Upon request of Cryptzone, Client agrees to certify in writing to Cryptzone that it has performed the foregoing obligations. The terms of Sections 2.3, 4, 5.4, 6, 7, 8, 9, 10 and 11 shall survive any termination of this Agreement in accordance with their respective terms.In the event of any termination here under, Client shall not be entitled to any refund of any payments made by Client.
6.0 Representations and Warranties
6.1 Mutual Representations and Warranties. Each party represents and warrants the other party that (a) it has all necessary right, power and authority to enter into this Agreement and to perform its obligations here under; (b) the execution and delivery of this Agreement, and the performance of its obligations here under, do not conflict with and will not result in a breach of any other agreement to which it is a party or by which its assets are bound; and (c) this Agreement constitutes the legally valid and binding obligation of such party enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable law or equitable principle.
6.2 Limited Services Warranty. Cryptzone warrants that the Subscribed Services, when used in accordance with the terms of this Agreement, will be provided substantially in accordance with the applicable Documentation for a period of thirty (30) days from the date such Subscribed Services are first provided to Client. No specific result from the provision of Subscribed Services is assured or guaranteed. In the event of any breach of the foregoing warranty, Cryptzone's sole obligation, and Client's sole and exclusive remedy, shall be for Cryptzone to, in its sole discretion, (a) re-perform the Subscribed Services which were not performed as warranted at no additional charge; or (b) in the event Cryptzone is unable to re-perform such Subscribed Services after exercising commercially reasonable efforts to do so, refund the fees paid to Cryptzone for the Subscribed Services which were not performed as warranted.
6.3 Disclaimers. Except as expressly provided in this Section 6, the Subscribed Services and the System are provided "as is" and Cryptzone makes no representations or warranties of any kind, whether express or implied (either in fact or by operation of law), with respect to the Subscribed Services, the System, or any other services provided pursuant to this Agreement. Cryptzone expressly disclaims all other warranties or conditions, whether express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose, all warranties arising from conduct, course of dealing or custom of trade, and all warranties of title and non-infringement. Cryptzone does not warrant that the Subscribed Services, System or other services are or will be error-free or that the use or operation of the Subscribed Services, System or other services will be uninterrupted or that all errors or issues with the Subscribed Services, System or other services can or will be corrected.
7.1 Each party will retain in confidence all non-public information and know-how disclosed pursuant to this Agreement, whether oral or in writing, that is either designated as proprietary and/or confidential or, by the nature of the circumstances surrounding disclosure, should in good faith be treated as proprietary and/or confidential, including, but not limited to, the terms of this Agreement ("Confidential Information"), using at least the same standard of care used by it to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party will use the Confidential Information and copy it only to the extent required to accomplish the intent of this Agreement, and disclosure will be restricted to those individuals who have a need to know and have been made aware of and consent in writing to be bound by similar restrictions as those contained herein. For purposes of clarity, Cryptzone Confidential Information will include the Cryptzone Software, the Documentation and the Subscribed Services.
7.2 The parties' obligations of non-disclosure under this Agreement will not apply to Confidential Information which the receiving party can demonstrate: (a) is or becomes a matter of public knowledge through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (c) subsequent to disclosure, is rightfully obtained by the receiving party from a third party in lawful possession of such Confidential Information; or (d) is independently developed by the receiving party without reference to Confidential Information. Furthermore, the receiving party will be allowed to disclose Confidential Information of the disclosing party if that party is required by law to disclose such Confidential Information, provided that, to the extent permitted by applicable law, the party disclosing any Confidential Information pursuant to a legal duty provides advance written notice of such disclosure to the other party.
7.3 Use of the Internet. The parties understand and acknowledge that the Internet and communications over it may not be secure, and that connecting to it provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. The information and data transmitted through the Internet or stored on any equipment through which Internet information is transmitted may not remain confidential and neither party makes any representation or warranty regarding privacy, security, authenticity, non-corruption or destruction of any such information. Use of any information transmitted or obtained over the Internet is at each party's own risk and neither party shall be responsible to the other for any adverse consequence or loss whatsoever from use of the Internet.
8.0 Intellectual Property Rights
8.1 Cryptzone's Intellectual Property. Cryptzone and its licensors are the sole owners of the Subscribed Services, Cryptzone Software, System and of all copyright, trade secret, patent, trademark and other intellectual property rights in and to the Subscribed Services, Cryptzone Software and System, and this Agreement does not provide Client with title to or ownership of the Subscribed Services, Cryptzone Software or System, or any derivative works, copies or modifications thereof, but only a right of limited, remote use under the terms and conditions of this Agreement. Except as permitted by the functionality of the Subscribed Services accessed via the Internet, Client will not access, attempt to access, copy, modify, reverse engineer, nor interfere with the Subscribed Services, Cryptzone Software or the System.
8.2 Client Content. Client and its licensors are the sole owners of the Client Content and of all copyright, trade secret, patent, trademark and other intellectual property rights in and to the Client Content, and this Agreement does not provide Cryptzone with title to or ownership of the Client Content, or any copies or modifications thereof. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right to use all Client Content, and Cryptzone shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Client Content for any reason. In the event this Agreement is terminated (other than by reason of Client's breach), Cryptzone will make available to Client a file of the Client Content in its possession, if any, within thirty (30) following Client's request; provided such request is made within thirty (30) days following termination of the Agreement. Cryptzone reserves the right to purge and delete Client Content, if any, in its possession if Client fails to request such Client Content within thirty (30) days following termination or expiration of this Agreement.
8.3 License to Client Content. Client hereby grants to Cryptzone the non-exclusive right and license to (a) receive, retrieve, process, use and transmit any Client Content necessary or reasonably desirable to perform the Subscribed Services or other services; and (b) use, copy, manipulate and store any Client Content that will be archived, stored or otherwise transmitted in connection with the Subscribed Services. For the avoidance of doubt, Client Confidential Information will include the Client Content.Notwithstanding the foregoing, Cryptzone will be permitted to use and disclose the Client Content: (i) to provide the Subscribed Services; (ii) to aggregate information for statistical analysis and business measures of performance of the Subscribed Services; (iii) to monitor Client's use of the Subscribed Services for security purposes, and (iv) to enforce the terms of this Agreement.
9.1 Indemnification by Cryptzone. Cryptzone will indemnify and defend Client against claims, demands, suits or actions (each, a "Claim") brought against Client by any third party alleging that Client's use of the Subscribed Services in accordance with the terms of this Agreement constitutes a direct infringement or misappropriation of such third party's patent claim(s), copyright or trade secret rights, and Cryptzone will pay damages finally awarded against Client with respect to such Claims.
9.2 Exceptions. Cryptzone's obligations set forth in Section 9.1 will not apply if the alleged infringement or misappropriation results, in whole or in part, from: (a) modification of the Subscribed Services by anyone other than Cryptzone; (b) use of the Subscribed Services other than in accordance with the Documentation or the terms of this Agreement; (c) any third party software (including, but not limited to, Open Source Software); (d) Client Content; (e) use of the Subscribed Services in combination with any third party hardware, software, database or materials; or (f) Client's negligence or willful misconduct.
9.3 Claims. In the event of a Claim under this Section 9, Cryptzone will have the option at its expense: (a) procure for Client the right to continue to use the Subscribed Services that are the subject matter of the Claim; (b) replace or modify the Subscribed Services that are the subject matter of the Claim to make them non-infringing; or (c) if the foregoing remedies are not commercially practical, suspend or terminate access to the infringing Subscribed Services.
9.4 Indemnification Procedures. Client will promptly notify Cryptzone of such Claim after either Client becomes aware thereof, and Cryptzone will have the sole right to control the defense and/or settlement of the Claim. Cryptzone will have no obligation to indemnify Client for any amounts paid in settlement of any Claim, loss, damage or expense if such settlement is effected without the consent of Cryptzone. Client's failure to deliver prompt notice to Cryptzone after Cryptzone becomes aware of such matter will relieve Cryptzone of any liability to Client under this Section 9. Client will cooperate fully with Cryptzone and its legal representatives in the investigation of any matter covered by this indemnification.
9.5 Sole Obligation. This Section 9 states Cryptzone's sole obligation, and Client's sole and exclusive remedy, with respect to any intellectual property infringement.
10.0 Limitation on Liability
10.1 Exclusion of Damages. To the maximum extent permitted by applicable law, in no event will either party to this Agreement or any of its affiliates or their respective officers, directors, employees, shareholders, agents or representatives be liable to the other party here under or any other person or entity for any indirect, incidental, special, punitive or consequential damages (including without limitation, loss of goodwill or business profits, loss of data, interruption of business, or computer failure, delay or malfunction), even if such party has been advised of the possibility or likelihood of such damages.
10.2 Limitation of Liability. To the maximum extent permitted by applicable law, Cryptzone's total aggregate liability to client or any other person or entity for any and all claims and damages arising from or out of this Agreement (whether arising under contract, tort, negligence, strict liability or otherwise) shall in no event exceed the fees paid by Client to Cryptzone during the six (6) months immediately preceding the day the act or omission occurred that gave rise to Client's first claim.
11.1 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict of law principles.
11.2 Force Majeure. Neither party will be liable for any loss, damage or delay resulting from any event beyond such party's reasonable control, and delivery and performance dates will be extended to the extent of any delays resulting from any such event. Each party will promptly notify the other upon becoming aware that any such event has occurred and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Nothing provided herein will excuse the delay of any payment that is due by Client to Cryptzone under this Agreement.
11.3 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Client, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Cryptzone in its sole discretion in each and every instance. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of this Section 11.3 will be null and void.
11.4 Independent Contractors. Nothing in this Agreement shall be construed to create an agency, joint venture, partnership or other form of business association between the parties.Neither party has the right or authority to make any contract, representation or binding promise of any nature on behalf of the other party, and neither party shall hold itself out as having such right or authority.
11.5 Updates. Cryptzone may update these General Terms and Conditions at any time and will notify Client of each update via the user interface, email notification, or other reasonable means.
11.6 No Waiver. The failure on the part of either party to exercise any right or remedy here under will not operate as further waiver of such right or remedy in the future or any other right or remedy.
11.7 Headings. The headings in this Agreement are for purposes of reference only and are not intended to affect the meaning or interpretation of this Agreement.
11.8 Severability. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected thereby.
11.9 Counterparts. The Order Forms may be executed in one or more counterparts each of which will be deemed to be an original instrument and all of which together with these General Terms and Conditions will constitute a single agreement.
11.10 Notices. All official notices (including any notices regarding breach, termination, renewal, etc.) required or permitted here under shall be in writing and shall be delivered personally or sent by certified, registered mail or next day express mail or courier, postage prepaid. Any such notice shall be deemed given (a) when so delivered personally; (b) the day after, when sent by next day express mail or courier; or (c) three (3) days after, when sent by certified or registered mail to the address set forth on the applicable Order Form.
11.11 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.
11.12 Marketing. Client agrees that Cryptzone may reference Client's execution of this Agreement and its status as a user of the Subscribed Services in marketing materials and in sales presentations. Cryptzone may use Client's trade names and trademarks in connection with such usage.
11.13 Regulatory Matters. The Licensed Materials are subject to the export control laws of various countries, including without limit the laws of the United States. Client agrees that it will not submit the Licensed Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of Cryptzone, and will not export the Licensed Materials to countries, persons or entities prohibited by such laws. Client shall also be responsible for complying with all applicable governmental regulations of the country where Client is registered, and any foreign countries with respect to the use of the Licensed Materials by Client and/or its Authorized Users.
11.14 Restricted Rights. The Cryptzone Software and all other software programs comprising the Subscribed Services are "Restricted Computer Software" as defined in the Rights in Data-General Clause at FAR 52.227-14. Such programs may not be transferred to the United States Government without Cryptzone's prior written consent. Any use, duplication or disclosure by or to the United States government is subject to the restrictions, as applicable, set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at C.F.R. 52.227-19, and/or particular department or agency regulations providing protection equivalent to or greater than such cited clauses and subparagraphs.
11.15 Entire Agreement. This Agreement (including any Order Forms, schedules and attachments, which are hereby incorporated herein by reference) constitutes the final and entire agreement between the parties, and supersedes all prior written and oral agreements, understandings, or communications with respect to the subject matter of this Agreement.