Closing The Evidence Gap: Here's how to fix the sales and marketing disconnect by capturing proof points that win buyer trust.
BY EXECUTING AN ORDER FORM (“ORDER FORM”) THAT REFERENCES YOUR ACCEPTANCE OF THESE MASTER TERMS AND CONDITIONS (THIS “AGREEMENT”) OR BY OTHERWISE USING OR ACCESSING THE SERVICES (AS DEFINED BELOW) (THE “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CLIENT” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement, by and between Client and UserEvidence, Inc. (“UserEvidence”), is effective as of the date of Acceptance (the “Effective Date”) and governs Client’s use of UserEvidence’s tools for collecting feedback from Client’s customers (“Customers”) via online surveys sent to individuals at Customer’s accounts (“Customer Respondents”), and leveraging such surveys and feedback for product improvements and marketing material creation, including any software, documentation or data related thereto (the “Services”). Each of UserEvidence and Client may be referred to herein individually as a “Party” or collectively as “Parties.
1.1 Access to the Services. Subject to the terms and conditions of this Agreement, UserEvidence hereby grants Client the limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the Services solely for Client’s internal business purposes. UserEvidence will provide Client with username(s) and password(s) pursuant to which Client may access the Services. Client will be responsible for any actions taken by parties with access to such usernames and passwords, and Client agrees not to disclose such usernames and passwords to any third parties (other than employees or authorized agents of Client). Client will inform UserEvidence immediately if it discovers that any such username and/or password has been disclosed or made available to a third party.
1.2 License Restrictions and Responsibilities. Client will not use the Services for any purpose other than the purposes expressly set forth herein. Client may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (b) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by UserEvidence); (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
1.3 Surveys. During the subscription term, Client may create and send to Customers and Customer Respondents as many online surveys (“Surveys”) as are specified in the applicable Order Form. UserEvidence has the right, but not the obligation, to (i) review and reject questions that Client includes in Surveys, or (ii) refuse to send Surveys to certain individuals targeted to receive surveys from Client (e.g., employees in Client’s organization), in the case of (i) or (ii), in the event that the content of any Survey (questions or potential answers provided): (a) is or may be false, incomplete, offensive, misleading, illegal, pornographic, or potentially dangerous or harmful in any way, or (b) needs to be adjusted and/or reworded to fit UserEvidence’s Survey question structure. UserEvidence may include additional questions not suggested by Client, such as demographic and firmographic classification questions.
1.4 Obligations Regarding Customer Respondents. The Services may include information, graphics, text, images, and other materials uploaded or otherwise provided by Customer Respondents. Said materials are solely for UserEvidence’s provision of, and Client’s use in connection with, the Services, and their legality, accuracy, and completeness are the sole responsibility of the party that have uploaded them to or provided as part of the Services. Any contractual relationship existing with Customer Respondents is entered into between Client and Customer(s). Client is fully responsible for meeting any applicable obligations with respect to contacting Customer Respondents and processing their data, including, without limitation, UserEvidence contacting Customer Respondents via the email addresses provided to UserEvidence by Customer, as well as other obligations under data protection laws and regulations (including informing Customer Respondents about the data collection and processing, as well as attending the rights granted to them by law). The terms of the data processing addendum (“DPA”) published by UserEvidence at https://userevidence.com/data-processing-addendum-march-2024/ is hereby incorporated and will apply to the extent data provided by Customer or Customer Respondents includes Personal Data, as defined in the DPA.
2.1 UserAssets. In using the Services, UserEvidence may transform Client Materials (as defined below), including, but not limited to, responses (individual, or aggregated) from Customers or Customer Respondents, into various forms of marketing and sales assets for Client’s use (“UserAssets”). UserAssets may be Customer’s or Customer Respondents’ testimonials and reviews, aggregated statistics and charts, case studies, account success reports, or other content. UserAssets are anonymous unless a Customer or Customer Respondent indicates in the applicable Survey that such Customer and/or Customer Respondent is willing to share their name, title, and company name in published research. If Client chooses to publish a named UserAsset with the public identity of a Customer or Customer Respondent, Client warrants that Client has secured all required consents and approvals to publish the names included within a particular UserAsset. UserAssets are only available to Client while Client has an active subscription to the Services.
2.2 License to Client Materials. Client hereby grants to UserEvidence (A) a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the electronic data or information submitted or uploaded by or on behalf of Client on the Services (the “Client Materials”) solely to exercise its rights and perform its obligations under this Agreement. Client is responsible for Client Materials and Client must ensure that Client has all the rights and permissions needed to use Client Materials in connection with the Services. Client represents and warrants that: (a) Client owns or controls the appropriate rights in and to the Client Materials, including any intellectual property owned by third parties; and (b) Client will not submit, upload, or otherwise make available via the Services, any Client Materials or materials that (i) Client does not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; or (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party. Under no circumstances will UserEvidence be liable for any Client Materials, or any loss or damage resulting from Client’s use of, or reliance on, such Client Materials. For the avoidance of doubt, Client retains ownership of all of all Client Materials and all intellectual property rights contained therein.
2.3 Client Identification. Client acknowledges and agrees that UserEvidence may identify Client by name and logo (the Client “Marks”) as a customer of UserEvidence’s Services on the UserEvidence website, within the UserAssets, and on other marketing or promotional materials. Any goodwill arising from the use of Client’s Marks will inure solely to Client’s benefit.
2.4 Feedback. Client may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to UserEvidence with respect to the Services. UserEvidence will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Client hereby grants to UserEvidence a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
2.5 Reservation of Rights. Except as expressly provided under the terms and conditions of this Agreement, Client acknowledges and agrees that, as between the Parties, UserEvidence retains all right, title and interest in and to the Services and all intellectual property rights therein and thereto, and Client owns all right, title and interest in and to the Client Materials, Client’s Confidential Information, and Client’s Marks. UserEvidence grants no, and reserves any and all, rights other than the rights expressly granted to Client under this Agreement with respect to the Services. Client will acquire no right, title, or interest in and to the Services other than the limited licensed rights expressly granted under this Agreement.
3.1 Fees. Client will pay to UserEvidence any fees set forth on the Order Form in accordance with the terms and conditions set forth herein. Unless otherwise stated in the Order Form, Payment obligations are non-cancelable and fees paid are non-refundable.
3.2 Payment Terms. Unless otherwise stated in the Order Form, UserEvidence may choose to provide an invoice to Client for any fees due to UserEvidence. Client will pay all fees to UserEvidence within thirty (30) days of receipt of any such invoice. If payment of any fees are not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by UserEvidence within thirty (30) days from the time such payment is due, UserEvidence may suspend access to the Services until such payment is made.
3.3 Net of Taxes. All amounts payable by Client to UserEvidence hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Client will be solely responsible for payment of any Taxes, except for those taxes based on the income of UserEvidence. Client will not withhold any Taxes from any amounts due UserEvidence.
3.2 IN NO EVENT SHALL ANY USEREVIDENCE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH USEREVIDENCE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.3 SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE USEREVIDENCE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
3.4 IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
4.1 Term. Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Order Form, and shall automatically renew for additional one (1) year periods, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
4.2 Termination. A Party may terminate this Agreement immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof. Additionally, UserEvidence may limit, suspend, or terminate Client’s access to and use of the Services: (i) if Client fails to comply with the terms and conditions of this Agreement, (ii) if Client uses the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if UserEvidence is investigating suspected misconduct by Client. Client can terminate its subscription and delete Client’s account at any time through Client’s account management page or by providing written notice to UserEvidence. Such termination and deletion will result in the deactivation or disablement of Client’s account and access to it, and the deletion of Client Materials collected through use of the Services. The UserAssets, and Client’s rights to use and reproduce UserAssets published during the applicable subscription term, will also be deleted and removed upon termination of this Agreement. 4.3 Effect of Termination. In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Client will (a) cease use of the Services; (b) return to UserEvidence or destroy, in UserEvidence’ sole discretion, all copies or other embodiments of UserEvidence’s Confidential Information; and (c) pay to UserEvidence all amounts due and owing under this Agreement for the remainder of the applicable subscription term. 4.4 Survival. Upon termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.2 (License Restrictions and Responsibilities), 1.4 (Obligations Regarding Customer Respondents), 2.2 (License to Client Materials), 2.4 (Feedback), 2.5 (Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), 6.2 (Disclaimer), 7 (Limitations of Liability), 8 (Indemnification) and 10 (General) will survive.
5.1 Definition of Confidential information. “Confidential Information” means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving Party; (b) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to receiving Party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
5.2 Confidentiality. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder. However, either Party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving Party will provide the disclosing Party with prior written notification thereof, will provide the disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Each Party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
6.1 Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. UserEvidence will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions. Notwithstanding the foregoing, the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by UserEvidence or by third-party providers, or because of other causes beyond UserEvidence’s reasonable control, but UserEvidence will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES IS PROVIDED ON AN “AS-IS” BASIS AND USEREVIDENCE DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. USEREVIDENCE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. USEREVIDENCE DOES NOT WARRANT THAT THE SERVICES IS ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
7.1 Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
7.2 General Cap on Liability. EXCEPT FOR (A) CLIENT’S BREACH OF SECTION 1.2 (LICENSE RESTRICTIONS AND RESPONSIBILITIES), (B) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (C) LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CLIENT TO USEREVIDENCE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
7.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
8.1 Indemnification by UserEvidence. UserEvidence will indemnify, defend and hold Client and the officers, directors, agents, and employees of Client (“Client Indemnified Parties”) harmless from settlement amounts and damages, liabilities, and penalties (“Liabilities”) that are payable to any third party by the Client Indemnified Parties (including reasonable attorneys’ fees) arising from any claim, demand or allegation by a third party that the Services infringes a United States patent, copyright or trade secret (except for claims for which UserEvidence is entitled to indemnification under Section 8.2, in which case UserEvidence will have no indemnification obligations with respect to such claim). If the use of the Services by Client has become, or in UserEvidence’s opinion is likely to become, the subject of any claim of infringement, UserEvidence may at its option and expense (a) procure for Client the right to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing so long as the Services has at least equivalent functionality; (c) substitute an equivalent for the Services or (d) if options (a)-(c) are not reasonably practicable, terminate this Agreement. UserEvidence will have no liability or obligation under this Section 8.1 with respect to any Liability if such Liability is caused in whole or in part by: (a) modification of the Services by any party other than UserEvidence; (b) the combination, operation, or use of the Services with other product(s), data or services where the Services would not by itself be infringing; (c) Client Materials; or (d) unauthorized or improper use of the Services. This Section 8.1 states UserEvidence’ entire obligation and Client’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.
8.2 Indemnification by Client. Client will indemnify, defend and hold UserEvidence and the officers, directors, agents, and employees of UserEvidence (“UserEvidence Indemnified Parties”) harmless from Liabilities that are payable to any third party by the UserEvidence Indemnified Parties (including reasonable attorneys’ fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of or is in connection with any use by Client of the Services in violation of this Agreement.
Client may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
10.1 Severability. The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns.
10.3 Entire Agreement. Both Parties agree that this Agreement and the Order Form are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and the Order Form, the terms of this Agreement will prevail, unless the Order Form expressly amends a provision in this Agreement.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever.
10.5 Notice. All notices under this Agreement will be in writing and sent to the recipient’s address set forth in the Order Form and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
10.6 Force Majeure. Except for Client’s payment obligations, each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party.
10.7 Governing Law; Venue. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All actions and proceedings arising in connection with this Agreement must be tried and litigated exclusively in the State and Federal courts which have personal jurisdiction over the parties to this Agreement for the purpose of adjudicating all matters arising out of or related to this Agreement.
10.8 Remedies. Client acknowledges that any unauthorized use of the Services will cause irreparable harm and injury to UserEvidence for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Client further agrees that UserEvidence will be entitled to injunctive relief in the event Client uses the Services in violation of the limited license granted herein or uses the Services in any way not expressly permitted by this Agreement.
10.9 Waiver; Amendment. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement may not be amended in any respect other than by written instrument executed by the party against whom enforcement is sought.
