This Terms and Conditions Agreement ("Agreement") sets forth the terms under which Asparia, Inc. will provide Customer with access to and use of certain software and service offering(s) ("Solution") identified in the applicable Order Form. By executing an Order Form or installing, accessing or otherwise using the Solution, Customer will be bound by this Agreement. The Order Form will be: (a) used by Customer to order such Solution; (b) executed by the Customer and Asparia; and (c) subject to this Agreement. The Order Form together with this Agreement and the Business Associate Agreement form a binding contract between Customer and Asparia. In addition, Customer agrees that any updates or enhancements to the Solution that are made available to Customer, and/or any new Solution(s) subsequently purchased by Customer under an Order Form will be subject to this Agreement.
9.2 Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision.
9.3 Assignment. Either party may assign or transfer all or any portion of its rights or responsibilities under this Agreement by operation of law or otherwise to any other party in connection with a merger, acquisition, reorganization, or a sale of substantially all of its assets without prior notice to the other party.
9.4 Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other
9.5 Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party's reasonable control.
9.6 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein.
9.7 Governing Law. This Agreement will be governed by the laws of the State of California, excluding its rules regarding conflicts of law. Venue for any dispute hereunder will be a state or federal court of competent jurisdiction located in Santa Clara County, California.
Updated February 15, 2021