Last Updated: October 11, 2022
RapidCanvas, Inc. (“RapidCanvas”) is willing to provide cloud access (the “Service,” including any applicable support and maintenance services) to its machine learning/artificial intelligence (ML/AI) software platform (the “Platform,” including any Updates provided by RapidCanvas to Customer) to you (the individual and business entity you represent (“Customer” or “you”) only if you accept all the terms and conditions of this RapidCanvas Cloud Platform Services Agreement (“Agreement”).
BY ACCESSING OR USING ANY PORTION OF THE SERVICE OR PLATFORM, YOU AGREE TO AND ARE BOUND BY THIS AGREEMENT.
This Agreement incorporates by reference RapidCanvas’s order form(s) that you are required to complete when registering for and purchasing your subscription to the Service (the “Order Schedule(s)”). The effective date of this Agreement (“Effective Date”) is the earlier of the date on which you are first given access to the Service, or the subscription start date set forth in the Order Schedule.
RapidCanvas may modify this Agreement from time to time with notice to you. Any such modifications (“Amendments”) become effective upon the next Renewal Term (as defined below) unless otherwise mutually agreed in writing. Upon becoming effective, your continued use of the Service constitutes your acceptance of the Amendments.
- 1.1 “Affiliate” means, with respect to each party, an entity that controls, is controlled by, or is under common control with such party, where “control” means the beneficial ownership of more than fifty percent (50%) of the voting power or other equity interest with voting rights in an entity.
- 1.2 “Confidential Information” means any non-public, confidential, or proprietary information of the disclosing party that is clearly marked confidential or reasonably should be assumed to be confidential given the nature of the information or the circumstances of disclosure.
- 1.3 “Customer Data” means the data or information submitted by Customer or Customer’s Users for processing by the Platform.
- 1.4 “Customer Materials” means the software applications, products, system, network or infrastructure that are owned by Customer or licensed from a third party by Customer and used by Customer in connection with the Service.
- 1.5 “Documentation” means the user manuals and technical documentation regarding use of the Platform that are made available by RapidCanvas, as may be revised by RapidCanvas from time to time.
- 1.6 “Output” means final output obtained by Customer as a result of processing of Customer Data by the Platform. For the avoidance of doubt, however, “Output” does not include (a) any portion of the Platform, including any RapidCanvas software, (b) the enhancements, modifications and derivative works made of the Customer Data through processing by the Platform (“Enhancements”), as well as the intermediate output as a result of such Enhancements (“Intermediate Output”), or (c) the form or format in which the Output may be displayed after processing by the Platform.
- 1.7 “Permitted Use” means the scope of use of the Service that is paid for by Customer and permitted by RapidCanvas, as provided in the applicable Order Schedule.
- 1.8 “RapidCanvas Cloud” means the system, network or infrastructure that are owned by RapidCanvas or licensed from a third party by RapidCanvas and used by RapidCanvas to provide the Service.
- 1.9 “RapidCanvas Materials” means the algorithms, process, software and other technology as well as the products, system, network and infrastructure that are owned by RapidCanvas or licensed from a third party by RapidCanvas and used by RapidCanvas in connection with the Service, including without limitation (i) the Service, (ii) all RapidCanvas proprietary materials, any written or printed summaries, analyses or reports generated in connection with use of the Service, including written reports that are created for Customer in the course of using the Service, and (iii) the Enhancements, Intermediate Outputs and any other data generated by the Platform (but, for clarification, excluding Customer Data and Output).
- 1.10 “Subscription Term” means the term of Customer’s authorized access and use of the Service, as in the applicable Order Schedule, include any renewal terms (each a “Renewal Term”).
- 1.11 “Updates” means any and all bug fixes, work arounds, updates and other revisions of the Platform provided by RapidCanvas to Customer.
- 1.12 “Usage Data” means any diagnostic and usage-related information from the use, performance and operation of the Service.
- 1.13 “User” means Customer’s and its permitted Affiliates’ employees, contractors, and similar personnel authorized by Customer or its Affiliates to access and use the Service on such entity’s behalf.
2. SUBSCRIPTIONS; RESTRICTIONS
- 2.1 Right to Access and Use. During the applicable Subscription Term, and subject to the terms and conditions of this Agreement, including but not limited to Customer’s payment of all applicable fees, RapidCanvas will make available to Customer, and Customer may access, the Service, including the Documentation, only within the scope of the Permitted Use set forth in the applicable Order Schedule for Customer’s internal business purposes. The foregoing license and rights includes the right to use the Enhancements and Intermediate Output made available by RapidCanvas solely as part of Customer’s Permitted Use of the Service.
- 2.2 Restrictions. Except as expressly permitted in this Agreement, Customer will not (and will not permit an Affiliate, User, or third party to): (a) sublicense, resell, rent, lease, distribute or otherwise transfer rights to, or usage of, all or any portion of the Service, to anyone else, including without limitation making the Service available on a timesharing, service bureau, or other similar basis; (b) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, any part of the Platform; (c) remove, modify, or obscure any proprietary rights notices contained in or included with the Service; (d) attempt to gain unauthorized access to the Platform, or to disrupt, degrade, impair, or violate the integrity, security, or performance of the Service or the RapidCanvas Cloud; (e) access or use any portion of the Platform or Service in order to build a competitive product or service; (f) publicly disseminate Service performance information or analysis (including without limitation benchmarks) except with RapidCanvas’s prior written consent; (g) use the Platform or Service to store or transmit any viruses or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (h) take any action that imposes or may impose an unreasonable or disproportionately large load on the RapidCanvas Cloud, as determined by RapidCanvas in its sole discretion; (i) disable or circumvent any monitoring, billing or other technological security mechanism in the Service; or (j) access or use the Platform or Service in a manner that violates applicable law or regulation (including any export regulations) or infringes or violates any third party rights.
- 2.3 Customer Responsibilities. Customer is responsible for Customer’s and Users’ access and use of the Service, including all activity occurring under Customer’s and User’s accounts, and will use reasonable measures to protect the account information and access credentials (including passwords and devices or information used for multi-factor authentication purposes) used by Customer and Users to access the Service. Customer will promptly notify RapidCanvas of any unauthorized account use or other suspected security breach, or unauthorized use, copying, or distribution of the Service. Unless otherwise expressly agreed to by RapidCanvas and Customer under separate terms and conditions for professional services, Customer shall be solely responsible for the interoperability and configuration of the Service with Customer Materials. RapidCanvas has no responsibility for Customer’s use of, or inability to use, the Customer Materials with the Service.
- 2.4 Customer Data. Customer is solely responsible for all Customer Data, including but not limited to its accuracy, quality, and legality. Customer represents and warrants that it: (a) has the legal rights to provide and use Customer Data in connection with the Service; and (b) will comply with all applicable laws and regulations relating to the collection, processing and use of Customer Data pursuant to this Agreement. Customer is responsible for taking and maintaining appropriate steps to protect the confidentiality, integrity, and security of Customer Data, including but not limited to: (i) controlling access that Customer provides to Users; and (ii) backing up Customer Data. Customer grants RapidCanvas a non-exclusive, worldwide, royalty-free license to access and use the Customer Data to perform its obligations (including to provide the Service), including to create Enhancements and Intermediate Outputs, and otherwise exercise its rights under this Agreement.
- 2.5 Third Party Services. The Service may enable or require Customer to access or use third parties’ websites, platforms, content, products, services, or information (“Third Party Services”). Third Party Services are not part of the Service, and RapidCanvas does not control and is not responsible for the Third Party Services. Customer is solely responsible for: (a) obtaining and complying with any terms of access and use of the Third Party Services, including any separate fees or charges imposed by the provider of the Third Party Services; and (b) configuring the Third Party Services appropriately. RapidCanvas disclaims all responsibility and liability arising from or related to Customer’s access or use of the Third Party Services, including any impact on Service capabilities as a result of Customer’s use of, or reliance upon, the Third Party Services.
- 2.6 Support. During the Subscription Term, RapidCanvas will provide the technical support described atrapidcanvas.ai/support. From time to time, RapidCanvas performs scheduled maintenance to update the servers, software, and other technology that are used to provide the Service and will use commercially reasonable efforts to provide prior notice of such scheduled maintenance. Customer acknowledges that, in certain situations, RapidCanvas may need to perform emergency maintenance of the Service without providing prior notice.
- 2.7 Modifications. RapidCanvas reserves the right to modify the Service at its discretion, including without limitation modifications, additions or deletions of features, functionalities, and content available through the Service. RapidCanvas will use commercially reasonable efforts to notify Customer of any material changes which may adversely affect Customer’s ability to access or use the Service.
- 2.8 Additional Service Terms. Subject to the terms and conditions of the Agreement, RapidCanvas will use commercially reasonable efforts to make the Service available in accordance with RapidCanvas’s Service Level Agreement available at rapidcanvas.ai/SLA. RapidCanvas does not guarantee that customer’s use of the service will be error-free or uninterrupted. Customer acknowledges and agrees that RapidCanvas may interrupt the Service as RapidCanvas deems necessary in order to maintain, repair, restructure or make adjustments to the Service. RapidCanvas will use commercially reasonable efforts to perform Service maintenance during non-business hours and to provide Customer prior notice of any prolonged service interruptions. RapidCanvas may immediately suspend Customer’s or User’s access and use of the Service if: (a) RapidCanvas believes there is a significant threat to the functionality, security, or integrity of the Service to RapidCanvas, Customer or to other customers; (b) Customer accesses or uses the Service in violation of Section 2.2 (Restrictions); (c) Customer fails to pay the fee for access and use of the Service to RapidCanvas in accordance with this Agreement. If reasonably practicable and lawfully permitted, RapidCanvas will provide Customer with advance notice of any such suspension. RapidCanvas will use reasonable efforts to re-establish the subscription promptly after it determines that the issue causing the suspension has been resolved. Any subscription suspension under this Section shall not excuse Customer’s payment obligations under this Agreement.
- 2.9 Host Provider. Notwithstanding any other provision of this Agreement, Customer acknowledges that RapidCanvas uses a third party provider (currently Google Cloud Platform (GCP)) for data center services with respect to the Service (“Host Provider”), and Customer agrees that the terms of this Agreement, including without limitation those relating to security, insurance requirements, business continuity, disaster recovery, service level commitments and the like do not apply to the Host Provider, except and to the extent the Host Provider has otherwise agreed to any such terms.
- 2.10 Certain Rights and Obligations. During the Subscription Term, Customer will provide RapidCanvas with data and reports regarding Customer’s usage of the Service, upon RapidCanvas’ reasonable request. In addition, RapidCanvas may audit Customer’s use of the Service from time to time upon fifteen (15) days prior written notice to ensure Customer’s compliance with the terms of this Agreement, and Customer will provide reasonable cooperation with respect to such audit.
3. PAYMENT; TAXES
- 3.1 Fees and Payment. Customer will pay RapidCanvas the subscription and fees for access and use of the Service within thirty (30) days of the invoice date in U.S. dollars and via the payment method specified on the invoice, unless otherwise noted in the Order Schedule.
- 3.2 Taxes. All fees are exclusive of value added tax and any other federal, state, municipal, or other governmental taxes, duties, licenses, fees, excises, or tariffs, and Customer is responsible for paying any taxes assessed based on Customer’s purchases under this Agreement.
- 4.1 Confidentiality. Each party acknowledges that it and its Affiliates (“Disclosing Party”) may have access to Confidential Information of the other party and its Affiliates (“Receiving Party”) in connection with this Agreement. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of a similar nature but not less than reasonable care. The Receiving Party agrees to (i) not use any Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement, and (ii) restrict disclosure of Confidential Information only to individuals or third parties with a “need to know” such information in furtherance of this Agreement and who are under a substantially similar duty of confidentiality as provided in this Section 4. The Receiving Party may disclose the Disclosing Party’s Confidential Information in any legal proceeding or as required by applicable law or regulation; provided, however, that to the extent permitted by applicable law, the Receiving Party will (1) promptly notify the Disclosing Party before disclosing the Disclosing Party’s Confidential Information; (2) reasonably cooperate with and assist the Disclosing Party, at the Disclosing Party’s expense, in any efforts by the Disclosing Party to contest the disclosure; and (3) disclose only that portion of the Disclosing Party’s Confidential Information that is legally required to be disclosed.
- 4.2 Confidentiality Exclusions. Notwithstanding the foregoing, a Disclosing Party’s Confidential Information will not include information that: (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure by the Disclosing Party and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
- 4.3 Usage Data. In the course of Customer’s use of the Service, RapidCanvas may collect, access, use, process, transmit and/or store Usage Data in order to provide services to its customers, and for product improvement, research and development and other business purposes. RapidCanvas retains all intellectual property and proprietary rights in and to such Usage Data and may use and disclose such data at its sole discretion; provided that any such data that is shared with third parties must be aggregated, anonymized, de-identified, or otherwise disclosed in the manner such that it cannot reasonably be linked to an identifiable individual or to Customer or Users.
5. OWNERSHIP RIGHTS
- 5.1 Customer Ownership. Except as expressly provided otherwise in this Agreement, as between RapidCanvas and Customer, Customer retains all right, title, and interest in and to Customer Data, Output and Customer Materials.
- 5.2 RapidCanvas Ownership. As between RapidCanvas and Customer, RapidCanvas retains all right, title, and interest, including all intellectual property rights, in and to the Service and all other RapidCanvas Materials, including all improvements, enhancements, modifications, derivative works, logos, and trademarks. RapidCanvas reserves all rights in and to the Service that are not expressly granted under this Agreement.
- 5.3 Feedback. Customer or Users may provide suggestions, enhancement or feature requests, or other feedback to RapidCanvas with respect to the Service (“Feedback”). If Customer or Users provide Feedback, Customer agrees that RapidCanvas may freely use the Feedback (including incorporating the Feedback into RapidCanvas’ products and technologies) without restriction and without paying any compensation to Customer or Users.
6. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
- 6.1 Authority; Compliance. RapidCanvas and Customer each represent and warrant that (a) it has full legal power to enter into and to perform pursuant to this Agreement; and (b) performance by the party under this Agreement will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under any obligation (including license, sublicense, lease, contract or agreement) or instrument to which the party is bound. Customer warrants that with respect to its Users and Affiliates to whom Customer provides access to the Service, Customer has the right to bind such Users and Affiliates, or they are otherwise bound by written agreement that is similar, to the terms and conditions of this Agreement, and Customer acknowledges and agrees that RapidCanvas has the same rights and remedies under this Agreement with respect to any default by Users and Affiliates of Customer of such terms and conditions as if such default were committed by Customer.
- 6.2 Additional RapidCanvas Warranties. RapidCanvas warrants that, during the Subscription Term, the Platform will perform substantially in compliance with the corresponding Documentation. The foregoing warranty shall not be valid if RapidCanvas determines that the defect resulted from (a) modification of the Service without prior written approval of RapidCanvas or made pursuant to Customer’s instructions, requirements or specifications, (b) hardware failure or failure of hardware to conform with applicable standards, (c) misuse of the Service, or (d) damage from accident, acts of nature or other cause outside RapidCanvas’s control. Customer’s sole and exclusive remedy for RapidCanvas’s breach of the foregoing warranty shall be for RapidCanvas to use reasonable efforts to correct such defect in a timely manner. This warranty is conditioned upon Customer providing RapidCanvas prompt written notice of the Service’s non-conformity, using the Service in compliance with this Agreement, and complying with RapidCanvas’s reasonable instruction with respect to the alleged defective Service, which may include return of the Platform at RapidCanvas’s request.
- 6.3 Warranty Disclaimer. Except as expressly stated in section 6.1 and 6.2, to the extent allowed by applicable law, RapidCanvas expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition, or other implied term as to merchantability, fitness for a particular purpose, or non-infringement of the product. RapidCanvas makes no warranty or representation that the service: (a) will be uninterrupted, completely secure, error-free, or free of viruses; or (b) will meet customer’s business requirements or operate with customer materials. RapidCanvas is not responsible for any issues related to the performance, operation, or security of the product that arise from customer materials, third party services, or any other technologies, services or other materials provided by third parties. RapidCanvas disclaims any responsibility or liability for any interception or interruption of any communications through the internet, networks, or systems outside RapidCanvas’s control.
7. LIMITATION OF LIABILITY
- 7.1 Limitation of Liability. In no event will either party be liable for any indirect, consequental, incidental, special, punitive, exemplary damages, or any loss of revenues, business, profits (in each case whether direct or indirect), or data in connection with this agreement or the product, even if the damages were foreseeable or a party had been advised of the possibility of those damages.
In no event will the aggregate liability of RapidCanvas or its affiliates for direct damages arising out of or related to this agreement or the service exceed the total amount paid or payable by customer to RapidCanvas under this agreement during the applicable subscription term.
The limitations and exclusions of liability in this section 7.1 apply (a) whether such claims arise under contract, tort (including negligence), equity, statute, or otherwise, and (b) notwithstanding the failure of the essential purpose of any remedy. nothing in this agreement limits or excludes any liability which cannot be limited or excluded under applicable law.
- 7.2 High Risk Activities. The Platform is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support equipment, or any other application in which the failure of the Service could lead to death, personal injury, or severe physical or property damage. Customer agrees that it will not use the Service, and that RapidCanvas will not have any liability, in connection with any such activities.
- 8.1 Indemnification by RapidCanvas. (a) RapidCanvas will defend and indemnify Customer from any third party claim, action, suit, or proceeding alleging that Customer’s access and use of the Service in accordance with this Agreement infringes such third party’s patent, trademark, or copyright (“IP Claim”). RapidCanvas will pay Customers’ reasonable attorney’s fees and costs actually and necessarily incurred prior to tendering defense of the IP Claim to RapidCanvas, and will pay any damages finally awarded against Customer by a court of competent jurisdiction or agreed to by RapidCanvas in a settlement. If an IP Claim is made or appears likely to be made, RapidCanvas, in its sole discretion, may: (1) procure the right for Customer to continue accessing or using the Service under the terms of this Agreement; or (2) modify or replace the Service to be non-infringing without material decrease in functionality. If RapidCanvas, in its sole discretion, determines that neither of the foregoing options is reasonably feasible, RapidCanvas may terminate Customer’s subscription to the Service upon written notice, and provide a pro rata refund of the fees paid by Customer to RapidCanvas for the remainder of the applicable Subscription Term. The foregoing shall be RapidCanvas’s entire obligation and liability, and Customer’s exclusive remedy, in connection with any IP Claim.
(b) RapidCanvas will have no indemnity obligation for any claim to the extent such IP Claim, in whole or in part, is based on: (i) a modification of the Service by Customer or a third party; (ii) access or use of the Service in a manner that violates the terms and conditions of this Agreement; (iii) technology, designs, instructions, or requirements provided by Customer or a third party on Customer’s behalf; (iv) combination, operation, or use of the Service with non-RapidCanvas products, software, services, or business processes, if a claim would not have occurred but for such combination, operation, or use; or (v) Customer Materials or Third Party Services.
- 8.2 Indemnification Procedures. Customer will: (a) promptly notify RapidCanvas in writing of any indemnifiable claim; (b) give RapidCanvas all reasonable assistance, at RapidCanvas’ expense; and (c) give RapidCanvas sole control of the defense and settlement of the claim. Any settlement of a claim will not include a specific performance obligation other than the obligation to cease using the Service, or an admission of liability by Customer, without Customer’s consent. Customer may join in the defense of an indemnifiable claim with counsel of its choice at its own expense but may not settle or compromise the claim without RapidCanvas’ prior express written consent.
9. TERM AND TERMINATION
- 9.1 Term. This Agreement is effective as of the Effective Date and will remain in effect until the earlier of (a) expiration of the applicable Subscription Term of all Services under this Agreement, or (b) termination of this Agreement in accordance with its terms.
- 9.2 Termination of Subscription. Either party may terminate this Agreement and any then-current applicable Order Schedule if the other party (i) materially breaches its obligations under this Agreement and does not cure the breach within thirty (30) days after receipt of written notice of the breach; or (ii) files or has filed against it, any proceeding in bankruptcy or for the appointment of a receiver or any other proceedings under any law for the relief of debtors, or ceases to do business in the ordinary course.
- 9.3 Effect of Termination. Upon termination or expiration of this Agreement: (a) all Customer rights under this Agreement relating to the Service will immediately terminate; and (b) Customer is no longer authorized to access or use the Platform, Service or Customer’s account. Upon any termination by Customer for RapidCanvas’s uncured material breach of the Agreement, RapidCanvas will provide or authorize a pro rata refund of the fees paid by Customer to RapidCanvas for the 7 remainder of the applicable Subscription Term. Upon any termination by RapidCanvas for Customer’s uncured material breach of the Agreement, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term.
- 9.4 Disposition of Customer Data and Output upon Termination. After termination or expiration of this Agreement, Customer agrees that RapidCanvas has no obligation to Customer to retain Customer Data or Output, which may thereafter be permanently deleted by RapidCanvas. RapidCanvas will protect the confidentiality of Customer Data and Output residing in the Service for as long as such information resides in the Service.
10. COMPLIANCE WITH LAWS
- 10.1 General. Each party agrees to comply with all laws and regulations applicable to such party’s performance under this Agreement.
- 10.2 Export Licenses. The Service and other RapidCanvas Materials that may be provided to Customer are subject to U.S. export control laws and regulations, and Customer is solely responsible for ensuring that its compliance with all such laws and regulations. Customer is responsible for obtaining any licenses or authorizations required to export, reexport, transfer or import the Service and the output created using the Service. In particular, the Service may not, in the absence of authorization by U.S. and local law and regulations, as required, be used by or exported or reexported to (i) any U.S. sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) any person, entity, organization or other party identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List, or the Department of State’s Denied Persons List or Entity List, as published and revised from time to time; or (iii) any party engaged in proliferation activities or geospatial imagery analysis. Customer agrees that RapidCanvas has no obligation to provide the Service where RapidCanvas believes the provision of the Service could violate any applicable export control or sanctions laws.
- 11.1 Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent; provided that, without such consent, each party may assign and transfer this Agreement and its rights or obligations under this Agreement, to an Affiliate or in connection with a transfer of the majority of its stock or all or substantially all of its assets, by merger, acquisition or similar transaction. RapidCanvas may in its sole discretion use third parties as subcontractors under this Agreement and otherwise may delegate to a third party any of its obligations under this Agreement. In that event, RapidCanvas will remain responsible for performance of such obligations under this Agreement.
- 11.2 Notice. RapidCanvas may provide Customer with notice (a) if applicable to the Service, by means of a general notice on the RapidCanvas portal, on the RapidCanvas.com website, or any other website used as part of the Service, and (b) if specific to the Customer, by electronic mail to the e-mail address in RapidCanvas’s records. All notices to RapidCanvas concerning this Agreement should be addressed to RapidCanvas at firstname.lastname@example.org, with a copy to Legal Department at Attn: Legal Department, RapidCanvas Inc., 10900 RESEARCH BLVD STE160C PMB 30, AUSTIN, TX 78759.
- 11.3 Waiver. Failure by either party to enforce any term or condition of this Agreement will not be construed as a waiver of any of its rights under it.
- 11.4 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in force to the fullest extent permitted by law.
- 11.5 Force Majeure. Neither party will be liable to the other for any delay or failure to perform hereunder, except for Customer’s payment obligations, due to circumstances beyond such party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures.
- 11.6 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, U.S.A, notwithstanding its conflicts of law principles, and all claims arising out of or relating to this Agreement or the Service shall be brought exclusively in the federal or state courts located in Travis County, Texas, U.S.A. The parties agree that the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- 11.7 Survival. The following sections, together with any other terms necessary for the interpretation or enforcement of this Agreement, will survive termination or expiration of this Agreement: 1 (Definitions), 2.2 (Restrictions), 3 (Payment), 4 (Confidentiality), 5 (Ownership Rights), 6.3 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9.3 (Effect of Termination), 9.4 (Customer Data upon Termination), and 11 (General).
- 11.8 Independent Parties. RapidCanvas and Customer are independent contractors, and nothing in this Agreement will create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
- 11.9 Entire Agreement. This Agreement, the Order Schedule(s) and any other documents referenced in this Agreement constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous oral or written communications, agreements, or representations with respect to the Service.