TRANSMIT SECURITY CUSTOMER CLOUD SERVICES AGREEMENT

This Transmit Security Customer Cloud Services Agreement (the “Agreement”) is a legal agreement between the company or legal entity on whose behalf you are accepting this Agreement (referred to herein as the “Customer”) and (A) Transmit Security, Inc., 201 Washington Street, Suite 2600, Boston, Massachusetts, 02108, United States, if Customer is located in North America or Japan; (B) Transmit Security Ltd., 94 Yigal Alon Street, Tel Aviv, 6789139, Israel, if Customer is located outside North America or Japan, or (C) Transmit Security (CA) Services Ltd. 700 West Georgia Street, Suite 2200, Vancouver BC V7Y 1K8, Canada, if Customer is located in Canada (“Transmit Security”). This Agreement shall become effective as of the date of last signature below (“Effective Date”). No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

1. Definitions.  Capitalized terms used in this Agreement shall have the meanings set forth below.
   
   1. “Affiliate” for purposes of this Agreement means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.“API” means application programming interface.
   2. “Authorized Use” means use allowed in connection with this Agreement in accordance with this Agreement and the applicable Order Form.
   3. “Cloud Service(s)” means the generally available hosted, web-based service offered on a software-as-a-service basis by Transmit Security, as further set forth in an applicable Order Form governed by this Agreement.
   4. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed or made available to or received by the other party (the “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 or the circumstances of disclosure.
   5. “Documentation” means the user guides and release notes provided or made available by Transmit Security to Customer regarding the use or operation of the Cloud Services.
   6. “End User” means an individual who accesses Customer’s services via the Cloud Service.
   7. “End User Data” means data relating to an End User that may be accessed or collected pursuant to or in connection with the End User’s use of the Cloud Services, including in the form of logs, threat intelligence data, or other data specified for the relevant Cloud Service.
   8. “Order Form” means the applicable ordering document setting forth the Cloud Services provided under this Agreement.
   9. “Personal Data” means any information relating to an identified or identifiable person (as determined under applicable data protection laws).
   10. “Professional Services” means any Transmit Security professional services, which may include services related to administration, training, or installation, that may be purchased by Customer from time to time as further set forth on an Order Form.
2. Access and Use of Cloud Services.
   
   1. Right of Access to the Cloud Service. Transmit Security will make the Cloud Service available to Customer during the term specified in the applicable Order Form(s) and hereby grants to Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Cloud Service during the term set forth on the applicable Order Form, solely for purposes of the Authorized Use.
   2. User Interface. To the extent that Customer is granted access to and uses an API, Customer shall design and implement a user interface pursuant to which End Users can access the Cloud Services, and which provides a method for providing notice and obtaining or securing End Users’ consent for the collection of certain Personal Data (the “User Interface”). Such notice and consent shall also include a link to Transmit Security’s privacy policy located at https://www.transmitsecurity.com/legal/transmit-security-privacy-statement.  Prior to making the User Interface publicly available to any End User or collecting any Personal Data via or in connection with the Cloud Service, Customer must obtain Transmit Security’s written approval with respect to the design, accessibility, and user flow of the User Interface as well as notices provided and consents obtained or secured thereby or prior to the collection of any Personal Data and all language and content displayed thereon, which may be granted or withheld at Transmit Security’s sole discretion.  Customer will ensure that the User Interface is at all times presented and maintained in the form approved by Transmit Security. Customer will grant Transmit Security access to Customer’s network as necessary to monitor Customer’s compliance with the foregoing. Transmit Security may suspend Customer’s access to any API and/or Cloud Service in the event of Customer’s breach of this Section immediately upon notice to Customer. Customer acknowledges and agrees that Transmit Security’s approval of the User Interface and the exercise of its rights pursuant to this Section is not a representation or warranty regarding the legality or sufficiency of any End User notice provided and consent obtained or secured via or in connection with the Cloud Service. Approval by Transmit Security of the User Interface or any component or feature thereof cannot and should not be interpreted or construed as any statement or certification regarding the compliance of the process of providing notice or obtaining or securing End User consent to collect and process certain Personal Data via or in connection with the Cloud Service.
   3. Compliance with Cloud Service Usage.  If a Cloud Service permits Customer to exceed the usage limitations set forth in an Order Form (e.g., soft limits on user counts, transactions, sessions, etc.), then Customer is responsible for purchasing additional quantities to account for such excess usage. Transmit Security may verify Customer’s use of the Cloud Service to assess whether Customer’s usage is in accordance with the applicable Order Form. Customer agrees to cooperate with such verification and provide reasonable assistance and access to information. Customer agrees to pay any charges applicable to excess usage.
   4. Customer Obligations. Customer and its End Users shall agree to comply with all applicable laws, regulations, and ordinances relating to their performance and the exercise of their rights under this Agreement. Customer is responsible for all activities that occur within its account and for its End Users’ compliance with this Agreement. A breach of any term of this Agreement by an End User will constitute a breach by Customer. Customer is responsible for obtaining all necessary rights, permissions and consents prior to providing or inputting data into the Cloud Service.
   5. End User Data. As between Customer and Transmit Security, Customer owns the End User Data (“Customer Data”). Customer hereby grants to Transmit Security a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, right and license to (i) copy, distribute, display and create derivative works of and use the Customer Data to perform Transmit Security’s obligations under this Agreement. Customer also hereby grants to Transmit Security a non-exclusive, world-wide, perpetual, royalty-free, fully paid-up, and irrevocable license to copy, anonymize, process and create derivative works of Customer Data, in whole or in part, for the purpose of deriving statistical and usage data, and data related to the functionality of Transmit Security’s products and services and combine or incorporate Customer Data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or other sources (when so combined or incorporated, referred to as “Aggregate Data”), for improving Transmit Security’s existing products and services and developing new Transmit Security products and services. For clarity, Aggregate Data is not Customer Data. Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to Transmit Security under this Agreement.
3. Restrictions. Customer will not and will not permit its End Users or any third party to: (i) access the Cloud Services or their output for the purpose of developing a competitive product or service; (ii) reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code or any component thereof of the Cloud Services; (iii) modify or prepare derivative works of the Cloud Services, (iv) assign, copy, reproduce, modify, sell, lease, pledge, transfer to or share with any third party, sublicense, market, commercially exploit, or otherwise dispose of in any way, the Cloud Services, on a temporary or permanent basis (v) use the Cloud Services in any manner that infringes or misappropriates the intellectual property rights or other rights of Transmit Security or another party; (vi) distribute or re-distribute the Cloud Services; (vii) use the Cloud Services to provide service-bureau, software rental, time sharing or any data services to any third party; (viii) interfere with or disrupt the integrity or performance of the Cloud Service, including conducting any load or penetration testing on the Cloud Service; or (ix) use the Cloud Services in any way not specifically licensed pursuant to this Agreement or not in accordance with provided related Documentation.  Customer acknowledges and agrees that the Cloud Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, spam, abusive or deceptive messages, viruses or harmful code, or violating third party rights.
4. Ownership.
   
   1. Intellectual Property Rights. Transmit Security and its suppliers retain all rights to intellectual and intangible property relating to the Cloud Services, including but not limited to copyrights, patents, trade secret rights, and trademarks and any other intellectual property rights therein unless otherwise indicated. As between Customer, End User and Transmit Security, all rights, title and interest in and to the Cloud Services are owned solely by Transmit Security. Customer further acknowledges that the Cloud Services constitute proprietary information and trade secrets of Transmit Security or its licensors and that the Cloud Services are protected intellectual property throughout the world.  Customer represents and warrants that its use of the Cloud Services shall not operate to transfer or convey to End User or any third party any right, title or interest in or to the Cloud Services or any associated intellectual property rights, but only a limited right of use, revocable in accordance with the terms of this Agreement.
   2. Feedback. Transmit Security shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its End Users relating to the operation of the Cloud Services. Transmit Security shall have no obligation to use such feedback, and Customer shall have no obligation to provide such feedback.
5. Confidential Information
   
   1. Protection of Confidential Information. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party may disclose Confidential Information to its Affiliates and service providers on a need-to-know basis, and such Affiliates and service providers may use such Confidential Information, in each case only for the purposes of fulfilling the Receiving Party’s obligations under this Agreement. The Receiving Party shall be liable to the Disclosing Party for all actions and omissions of its Affiliates and service providers with respect to such information as if such actions and omissions were those of the Receiving Party hereunder. All Confidential Information provided by the parties is on an as-is basis with no warranties. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care), and promptly notify the Disclosing Party upon discovery of any unauthorized access or acquisition of Confidential Information and reasonably cooperate with the Disclosing Party’s efforts to prevent, investigate and remediate the breach of confidentiality.
   2. Limitations. Receiving Party will not have any obligations under this Agreement with respect to any portion of the Confidential Information that: (a) is now or later becomes generally known to the public (other than as a result of a breach of this Agreement); (b) is independently developed by or for Receiving Party without use of or access to Confidential Information, as evidenced by written records; (c) Receiving Party lawfully obtains from any third party who has lawfully obtained such information; or (d) was in Receiving Party’s possession free of any obligation of confidence at the time of the Disclosing Party’s communication thereof to Receiving Party as evidenced by written records. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such 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.
   3. Retention of Confidential Information. Upon a party’s written request, the other party will erase, delete or destroy all copies of Confidential Information of the other party whether or not modified or merged into other materials, and certify in writing to the other party that such party has fully complied with these requirements. A party may retain archived copies of Confidential Information as required by applicable law or its data retention policies, provided that all such copies remain subject to the restrictions herein for so long as they are retained.
   4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall, notwithstanding anything to the contrary herein, have the right, in addition to any other remedies available to it, to seek injunctive relief in any court of competent jurisdiction, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
6. Term; Termination; Effects of Termination. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise terminated. Either party may terminate this Agreement at any time if the other party breaches a material term (including but not limited to non-payment) and such breaching party fails to cure the breach within thirty (30) days after receipt of notice. Upon expiration or termination, Customer shall immediately cease use of the Cloud Services and all rights to access the Cloud Services will terminate. Termination of this Agreement does not terminate any Order Form(s) in effect that are not affected by the material breach and the provisions of this Agreement as they relate to such Order Form(s) shall remain in effect. Termination for any reason other than a termination for cause by Customer shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms.
7. Fees and Payment; Resellers; Marketplaces.
   
   1. Fees. Customer shall pay Transmit Security the fees for access to the Cloud Services as set forth on the applicable Order Form and any applicable charges for use in excess of authorizations (collectively, the “Fees”).
   2. Payment Terms. Fees are non-refundable and due within thirty (30) days of the invoice date or as otherwise set forth in the Order Form. Customer is responsible for providing and maintaining accurate billing information. In the event of late payment or nonpayment of an invoice, in addition to any other remedies available at law or equity, Transmit Security will charge Customer a late-payment penalty equal to the lesser of 1.5% per month or the maximum legal interest rate allowed by law, which interest shall be immediately due and payable.  Customer shall reimburse Transmit Security for all reasonable costs, including attorneys’ fees, incurred by Transmit Security in collecting late payments.
   3. Taxes. Fees are exclusive of any and all taxes. Other than taxes on Transmit Security’s net income, Customer shall pay (and Transmit Security shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added, withholding, and personal property taxes on any payments due in connection with the Cloud Services provided hereunder.
   4. Orders through Resellers. This Agreement specifies the terms and conditions for use of the Cloud Services, whether purchased directly with Transmit Security or indirectly through an authorized Transmit Security reseller (a “Reseller”). Where a purchase is made through a Reseller, any terms and conditions relating to fees, payments, taxes, and renewals shall be as set forth in the ordering documentation between Customer and Reseller.
   5. Orders through a Marketplace. With regards to purchases made through a generally available third-party cloud marketplace (a “Marketplace”), on which Transmit Security may list the Cloud Services from time to time, the ordering documentation and payment terms between the parties shall be in accordance with the applicable Marketplace policies and shall follow the acceptance procedures set forth by such Marketplace. Marketplaces may include but are not limited to the AWS Marketplace and GCP Marketplace. Unless indicated otherwise in the ordering documentation within the Marketplace, this Agreement shall continue to govern use and access to the Cloud Services as between Transmit Security and Customer.
8. Warranties and Disclaimers.
   
   1. General. Each party represents that it has the legal power to enter into and perform under this Agreement.
   2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSMIT SECURITY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY OF INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT OR OTHERWISE. TRANSMIT SECURITY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CLOUD SERVICES, OR ANY UPDATES THERETO, WILL MEET CUSTOMER REQUIREMENTS OR THAT THE OPERATION OF THE CLOUD SERVICES WILL BE ERROR FREE OR UNINTERRUPTED. TRANSMIT SECURITY MAKES NO WARRANTY REGARDING ANY NON-TRANSMIT SECURITY APPLICATION WITH WHICH THE CLOUD SERVICES MAY INTEROPERATE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMIT SECURITY IS NEITHER RESPONSIBLE NOR LIABLE FOR PROVIDING NOTICE OR OBTAINING OR SECURING END USER CONSENT FOR THE COLLECTION OR PROCESSING OF CERTAIN PERSONAL DATA MADE AVAILABLE VIA THE USER INTERFACE OR THAT THE FOREGOING COMPLIES WITH ANY LAW, RULE OR REGULATION.  THE LIMITED WARRANTIES PROVIDED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.
9. Limitation of Liability.
   
   1. Consequential Damages. IN NO EVENT SHALL TRANSMIT SECURITY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY PENALTIES, CLAIMS FOR LOST DATA, REVENUE, PROFITS, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES OR BUSINESS OPPORTUNITIES, ARISING OUT OF THIS AGREEMENT, OR ANY SCHEDULES, EXHIBITS, OR ADDENDA THERETO, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF TRANSMIT SECURITY HAD BEEN ADVISED OF SUCH DAMAGES.
   2. Limitation of Liability.  EXCEPT AS EXPRESSLY STATED IN THIS PARAGRAPH, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRANSMIT SECURITY’S AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER TO TRANSMIT SECURITY PURSUANT TO THE APPLICABLE ORDER FORM FOR WHICH THE CAUSE OF ACTION AROSE, DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
10. Indemnification.
    
    1. Indemnification by Customer. Customer will indemnify, defend and hold Transmit Security, harmless from settlement amounts and damages, liabilities, penalties, costs and expenses that are payable to any third party or incurred by the Transmit Indemnified Parties (including reasonable attorneys’ fees) arising from, directly or indirectly, any claim, demand or allegation by a third party or any investigation or other proceeding by a governmental authority arising from any allegation that the process for providing notice or securing or obtaining End User consent for the collection or processing of Personal Data pursuant to this Agreement violates any law, rule or regulation.
    2. Indemnification by Transmit Security. Transmit Security will (a) indemnify Customer against any damages finally awarded against Customer in a lawsuit to the extent based on a third-party claim that the Cloud Services, as and in the form provided by Transmit Security to Customer, infringes any patent or trademark if such claim identifies the Cloud Services as the basis for the alleged infringement (an “Infringement Claim”) and (b) at Transmit Security’s option, defend Customer against the Infringement Claim. The damages will become payable promptly after a non-appealable final judgment against Customer on the Infringement Claim. Transmit Security shall have no responsibility for an Infringement Claim to the extent that such Infringement Claim is caused by or results from any (i) use of the Cloud Services not in accordance with this Agreement or for purposes not intended by Transmit Security and not specifically licensed pursuant to this Agreement; (ii) use of the Cloud Services other than the latest unaltered and unmodified version of the Cloud Services as made available by Transmit Security to Customer as an update or upgrade; or (iii) any violation of law or third party rights caused by Customer’s content, materials, designs or specifications. Following notice of an Infringement Claim or upon any facts which in Transmit Security’s sole opinion are likely to give rise to such Infringement Claim, Transmit Security shall in its sole discretion and at its sole option, elect to (i) procure for Customer the right to continue to use the infringing Cloud Service, at no additional cost to the Customer, (ii) replace the infringing Cloud Service so that it becomes non-infringing, but functionally equivalent, (iii) modify the infringing Cloud Service to avoid the alleged infringement but in a manner so that it remains functionally equivalent, (iv) terminate the applicable Order Form and provide a refund to Customer for the pro-rata amount of prepaid Fees by Customer to Transmit Security for the remainder of the applicable subscription term. This Section 10 states Transmit Security’s entire liability and Customer’s exclusive remedy for any claims of intellectual property rights infringement.
    3. Indemnification Procedures. The indemnification obligations set forth above in (a) and (b) are subject to the non-indemnifying party: (i) promptly notifying the indemnifying party in writing of any such claim; (ii) providing assistance and information reasonably requested by the indemnifying party; and (iii) giving the indemnifying party full control over the defense and settlement of such claim; provided that any compromise, resolution or settlement of such a claim will require the prior written consent of both parties hereunder, such consent not to be unreasonably withheld or delayed.
11. Data Security and Processing.
    
    1. Security Program. Transmit Security will maintain commercially reasonable standards for administrative, physical, and technical safeguards across its business. During the term of this Agreement and upon written request, Transmit Security will provide Customer with information related to Transmit Security’s information security practices. With respect to the Cloud Services, Transmit Security will operate in conformance with the physical, technical, operational, and administrative measures and protocols regarding data security that are set forth in its then-current SOC 2 Type 2 Report(s).
    2. Data Protection Addendum. The terms of the Data Protection Addendum found at https://www.transmitsecurity.com/legal/data-protection-addendum-for-cloud-services, as may be amended by Transmit Security from time to time,  shall apply to the processing of Personal Data pursuant to this Agreement, and these terms shall be considered as incorporated into this Agreement by reference. 
12. General
    
    1. Service Levels. Support and service level commitments, if applicable, are specified at:
       https://www.transmitsecurity.com/legal/support-and-service-level-agreement-for-cloud-services
    2. Additional Terms. Customer acknowledges and agrees that certain Cloud Services are subject to additional terms which may either be set forth in an Order Form and such terms are expressly incorporated herein with respect to such Cloud Services.
    3. Professional Services. Customer may purchase Professional Services related to the Cloud Services, and any such services and related fees shall be set forth in a written Statement of Work that describes the services and associated fees (a “SOW”). Customer will reimburse Transmit Security for all reasonable travel and other related expenses actually incurred in connection with the performance of Professional Services.
    4. Successors and Assigns. This Agreement shall bind and inure to the benefit of each party’s permitted successors and assigns. Transmit Security may assign any of its rights or obligations to a parent or successor entity without Customer’s consent.
    5. Evaluations. If a Cloud Service is used for proof of concept, beta testing, trial, evaluation, preview or other similar purpose (“Evaluations”), such use is limited to thirty (30) days only, unless Transmit Security provides written authorization of an extension. Transmit Security reserves the right to terminate Evaluations at any time. Evaluations are provided “AS IS” without warranties of any kind and Transmit Security shall not have any liability for Customer’s use of Evaluations under this Agreement under any theory of liability. Any Evaluation is excluded from available service level agreements and may not be supported. Any other limitations for Evaluations will be in accordance with the applicable Order Form.
    6. Governing Law.
       
       1. If Customer is located in the United States or Japan, this Agreement shall be governed by and construed in accordance with the laws of the state of New York, U.S.A., excluding its conflict of laws principles and any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in the State of New York.
       2. If Customer is located in Canada, any legal action or proceeding arising under this Agreement will be governed by and construed in accordance with the laws of Ontario and the laws of Canada and any legal action or proceeding arising under this Agreement will be brought exclusively in the applicable courts located in Toronto.
       3. If Customer is located in any other jurisdiction outside of the United States, Japan, or Canada, this Agreement shall be governed by and construed in accordance with the laws of the State of Israel, and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be the applicable courts in Tel Aviv.
       4. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
    7. Force Majeure. Except for payment obligations, neither party shall be liable to the other party for any delay or failure in performance, to the extent such delay or failure is due to causes beyond its control. These events include but are not limited to the following: acts of nature, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems.
    8. Headings; Severability; Waiver. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of each section. If any provision (or part provision) of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary so that it is valid and enforceable to the maximum extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.
    9. Relationship of the Parties. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement.
    10. Survival. Any provisions that are by their nature intended to survive termination of this Agreement will continue to survive following termination.
    11. Notices. All notices shall be in writing and delivered by overnight delivery service or by certified mail sent to the address published on the respective parties’ websites or the address specified on the relevant order document (attention: Legal Department), and in each instance will be deemed given upon receipt.
    12. Entire Agreement. This Agreement, including all referenced hyperlinks, attached schedules and exhibits, together with the Order Form(s) constitutes the final agreement between the parties and is the complete and exclusive expression of the parties’ agreement pertaining to the subject matter hereof. Any and all prior or contemporaneous written or oral agreements existing between the parties, including any non-disclosure agreements, and related to the subject matter hereof are expressly superseded by this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement or representation of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer-provided order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form between Customer and Transmit Security, and (2) this Agreement. This Agreement will not be construed in favor of or against either party by reason of authorship.