Terminal49 API Platform Licensing Agreement
This Terminal49 API Platform Licensing Agreement (“the Agreement”), the Services Order Form, and any applicable Exhibit(s) (“Agreement”) is entered into by and between Terminal49, Inc., a Delaware corporation, located at 340 S LEMON AVE #4909 WALNUT California 91789 (“Terminal49”) and the company identified in the applicable Services Order Form (“Customer”). The parties hereby agree as follows:
1. The API Platform
Terminal49 has developed an application programming interface (“API”) platform to enable Customer to access certain features of Terminal49’s freight logistics platform (“the Platform”), as further described at the Terminal49 for Developers website located at https://www.terminal49.com/docs. Customer desires to license to use the Platform, subject to the terms and conditions of this Agreement.
2. Customer RIGHTS AND OBLIGATIONS
2.1 License Grant. With regard to the software and products identified on an Order Form (“Platform”), and subject to the terms hereof, Terminal49 hereby grants to Customer a worldwide, nonsublicensable, nonexclusive, non-transferable/non-assignable right and license to access and use the Platform for the duration of the Term set forth in the applicable Order Form(s).
2.2 Terminal49 Licensing Restrictions. Terminal49 retains ownership of the Terminal49 Platform software, data, and licenses. Customer will not erase, deface or obscure any copyright or other proprietary notices that appear on the Platform or any copies thereof. In addition, Customer will not (and will not authorize any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Platform, (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use, in each case, for the direct benefit of any third party (other than its affiliates), the Platform (except as authorized by Terminal49), or (iii) access the Platform to build a competitive product or tool with similar functionalities; or (iv) possess or use the Platform, or allow the transfer, transmission, export, or re-export of the Platform or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency.
2.3 Customer Data. Customer retains all right, title and interest in and to the Customer Data, including all intellectual property rights therein. “Customer Data” means any data, information and other material provided, uploaded, or submitted by Customer to Terminal49 in the course of using the Platform. Customer grants to Terminal49 a worldwide, nonsublicensable, nonexclusive, non-transferable/non-assignable right to copy, reproduce, transform, distribute, perform, display, modify, enhance, and prepare derivative works of the Customer Data in order to improve the API Platform.
3. Terminal49 RIGHTS AND OBLIGATIONS
3.1 Terminal49 API. Terminal49 shall use commercially reasonable efforts to provide the Terminal49 API Platform to Customer and Customer’s users. The Terminal49 Platform is provided in accordance with the Terminal49 Terms of Service and Privacy Policy available at www.Terminal49.com.
3.2 Support. Terminal49 shall use commercially reasonable efforts to respond to Customer support inquiries and be responsible for user support related to the Terminal49 API Platform. Terminal49 shall refer user support inquiries to support@terminal49.com for questions relating to the Customer Products.
3.3 Publicity. Customer agrees that Terminal49 may feature Customer and the Customer Products that include the API in press releases or other public communications related to the availability of the API Platform, provided that Customer shall have the right to review and approve any such use, such approval not to be unreasonably withheld or delayed.
4. INVOICING AND PAYMENT.
Customer shall pay Terminal49 the fees set forth on each applicable Order Form (“Fees”). Fees due are payable upon Customer’s receipt of the invoice. All Fees shall be paid in U.S. Dollars. Customer will pay any applicable sales, use, value added, surtax and personal property taxes, duties, fees and other governmental assessments or charges arising out of this Agreement and the transactions contemplated herein.
5. CONFIDENTIALITY
5.1 Confidentiality. Either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, marketing, promotional or technical information in connection with this Agreement (collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not include information: (a) which was previously known to Receiving Party without an obligation of confidentiality; (b) which was acquired by Receiving Party from a third party which was not, to the Receiving Party's knowledge, under an obligation to not disclose such information; (c) which is or becomes publicly available through no fault of Receiving Party; or (d) which Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure.
5.2 Requirements. Except as otherwise required by applicable law, each Receiving Party agrees that (a) it will use the Confidential Information of the Disclosing Party solely for the purpose of this Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of any disclosure of the Confidential Information that, in the opinion of its counsel, appears to be required by law, so that the Disclosing Party may assert any defenses to disclosure that may be available. Except for user data, which will be destroyed pursuant to Section 5, upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
6. TERM AND TERMINATION
This Agreement is effective as of the Service Start Date and shall continue for the duration of the contract term. Either party may terminate this Agreement, upon ninety (90) days notice to the other party, if the other party is in breach of a material term of this Agreement and such party fails to cure such breach within the notice period. Upon termination or expiration of this Agreement the following shall apply: all rights and licenses under this Agreement shall immediately terminate.
7. REPRESENTATIONS AND WARRANTIES. Terminal49 hereby represents and warrants that: (a) it is the lawful licensee or owner of the Platform and any technology related to the provision of Support Services and has all the necessary rights in the Platform and Support Services to grant the licenses in this Agreement; (b) neither the Platform nor the Support Services knowingly infringe upon, misappropriate, or otherwise violate any U.S. patent, copyright, trade secret, trademark, or other intellectual property or other proprietary right of any third-party; (c) as applicable, it has the expertise to perform (and will perform) the Support Services in a competent, workmanlike, and professional manner and in accordance with commercially reasonable professional standards.
8. LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS PRODUCTS OR SERVICES, OR OTHER ACTIONS OR OMISSIONS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER HEREOF UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID HEREUNDER WITH RESPECT TO THE APPLICABLE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. THE PARTIES AGREE THAT THIS SECTION 7 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Terminal49 DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE Terminal49 API PLATFORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE Terminal49 PLATFORM IS PROVIDED “AS-IS” AND Terminal49 MAKES NO WARRANTY THAT THE Terminal49 PLATFORM, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
9. Relationship of the Parties. The relationship between the parties is that of independent contractors. This Agreement does not create or imply any partnership, agency, or joint venture. Customer may not transfer or assign any rights or obligations you have under this Agreement without Terminal49’s prior approval.
10. No Modifications. This Agreement may not be modified by either party except by way of a written document signed by each party.
11. Governing Law. This Agreement shall be construed in accordance with and controlled by the laws of the State of California, without regard to the conflicts of laws provisions thereof. The parties agree that the state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to determine all disputes surrounding this Agreement.
12. Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
13. Assignment. This Agreement may not be assigned, in whole or in part, by either party without the other party’s prior written consent, provided that Licensee may freely assign or transfer this Agreement to any affiliate without such consent. Any attempted assignment or delegation in violate of the foregoing, except as expressly set forth herein, will be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
14. Export. Provider shall comply with all United States, foreign and local laws and regulations including, without limitation, export control laws and regulations.
15. Waiver, Modification. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
16. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.
17. Feedback. Any feedback or ideas Customer provides to Terminal49 regarding the use and licensed use of the Platform or any suggested improvements thereto (together: the “Feedback”) will be the exclusive property of Terminal49. To the extent Customer owns any rights in the Feedback, Customer agrees to assign and hereby do assign to Terminal49 all right, title and interest in and to the Feedback. Customer agrees to perform all acts reasonably requested by Terminal49 to perfect and enforce such rights.
18. Captions. Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference.
19. Drafter. No party will be deemed the drafter of this Agreement, and both parties acknowledge that they had sufficient time to have this Agreement reviewed by counsel and that this Agreement will be deemed to have been jointly prepared by the Parties. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
20. Counterparts. This Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted electronically, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
21. Entire Agreement. This Agreement and its corresponding Services Order Form(s) along with any Exhibits attached to the Services Order Form(s) contain the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. Subject to the foregoing, in the event of any conflict between this Agreement and the terms of any purchase order or similar standard ordering document, the terms of such document shall prevail only if it specifically references a deviation from this Agreement and the conflicting section, in which case the terms set forth in such document will prevail for that document only.
This Terminal49 API Platform Licensing Agreement (“the Agreement”), the Services Order Form, and any applicable Exhibit(s) (“Agreement”) is entered into by and between Terminal49, Inc., a Delaware corporation, located at 340 S LEMON AVE #4909 WALNUT California 91789 (“Terminal49”) and the company identified in the applicable Services Order Form (“Customer”). The parties hereby agree as follows:
1. The API Platform
Terminal49 has developed an application programming interface (“API”) platform to enable Customer to access certain features of Terminal49’s freight logistics platform (“the Platform”), as further described at the Terminal49 for Developers website located at https://www.terminal49.com/docs. Customer desires to license to use the Platform, subject to the terms and conditions of this Agreement.
2. Customer RIGHTS AND OBLIGATIONS
2.1 License Grant. With regard to the software and products identified on an Order Form (“Platform”), and subject to the terms hereof, Terminal49 hereby grants to Customer a worldwide, nonsublicensable, nonexclusive, non-transferable/non-assignable right and license to access and use the Platform for the duration of the Term set forth in the applicable Order Form(s).
2.2 Terminal49 Licensing Restrictions. Terminal49 retains ownership of the Terminal49 Platform software, data, and licenses. Customer will not erase, deface or obscure any copyright or other proprietary notices that appear on the Platform or any copies thereof. In addition, Customer will not (and will not authorize any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Platform, (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use, in each case, for the direct benefit of any third party (other than its affiliates), the Platform (except as authorized by Terminal49), or (iii) access the Platform to build a competitive product or tool with similar functionalities; or (iv) possess or use the Platform, or allow the transfer, transmission, export, or re-export of the Platform or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency.
2.3 Customer Data. Customer retains all right, title and interest in and to the Customer Data, including all intellectual property rights therein. “Customer Data” means any data, information and other material provided, uploaded, or submitted by Customer to Terminal49 in the course of using the Platform. Customer grants to Terminal49 a worldwide, nonsublicensable, nonexclusive, non-transferable/non-assignable right to copy, reproduce, transform, distribute, perform, display, modify, enhance, and prepare derivative works of the Customer Data in order to improve the API Platform.
3. Terminal49 RIGHTS AND OBLIGATIONS
3.1 Terminal49 API. Terminal49 shall use commercially reasonable efforts to provide the Terminal49 API Platform to Customer and Customer’s users. The Terminal49 Platform is provided in accordance with the Terminal49 Terms of Service and Privacy Policy available at www.Terminal49.com.
3.2 Support. Terminal49 shall use commercially reasonable efforts to respond to Customer support inquiries and be responsible for user support related to the Terminal49 API Platform. Terminal49 shall refer user support inquiries to support@terminal49.com for questions relating to the Customer Products.
3.3 Publicity. Customer agrees that Terminal49 may feature Customer and the Customer Products that include the API in press releases or other public communications related to the availability of the API Platform, provided that Customer shall have the right to review and approve any such use, such approval not to be unreasonably withheld or delayed.
4. INVOICING AND PAYMENT.
Customer shall pay Terminal49 the fees set forth on each applicable Order Form (“Fees”). Fees due are payable upon Customer’s receipt of the invoice. All Fees shall be paid in U.S. Dollars. Customer will pay any applicable sales, use, value added, surtax and personal property taxes, duties, fees and other governmental assessments or charges arising out of this Agreement and the transactions contemplated herein.
5. CONFIDENTIALITY
5.1 Confidentiality. Either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, marketing, promotional or technical information in connection with this Agreement (collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not include information: (a) which was previously known to Receiving Party without an obligation of confidentiality; (b) which was acquired by Receiving Party from a third party which was not, to the Receiving Party's knowledge, under an obligation to not disclose such information; (c) which is or becomes publicly available through no fault of Receiving Party; or (d) which Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure.
5.2 Requirements. Except as otherwise required by applicable law, each Receiving Party agrees that (a) it will use the Confidential Information of the Disclosing Party solely for the purpose of this Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of any disclosure of the Confidential Information that, in the opinion of its counsel, appears to be required by law, so that the Disclosing Party may assert any defenses to disclosure that may be available. Except for user data, which will be destroyed pursuant to Section 5, upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
6. TERM AND TERMINATION
This Agreement is effective as of the Service Start Date and shall continue for the duration of the contract term. Either party may terminate this Agreement, upon ninety (90) days notice to the other party, if the other party is in breach of a material term of this Agreement and such party fails to cure such breach within the notice period. Upon termination or expiration of this Agreement the following shall apply: all rights and licenses under this Agreement shall immediately terminate.
7. REPRESENTATIONS AND WARRANTIES. Terminal49 hereby represents and warrants that: (a) it is the lawful licensee or owner of the Platform and any technology related to the provision of Support Services and has all the necessary rights in the Platform and Support Services to grant the licenses in this Agreement; (b) neither the Platform nor the Support Services knowingly infringe upon, misappropriate, or otherwise violate any U.S. patent, copyright, trade secret, trademark, or other intellectual property or other proprietary right of any third-party; (c) as applicable, it has the expertise to perform (and will perform) the Support Services in a competent, workmanlike, and professional manner and in accordance with commercially reasonable professional standards.
8. LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS PRODUCTS OR SERVICES, OR OTHER ACTIONS OR OMISSIONS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER HEREOF UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID HEREUNDER WITH RESPECT TO THE APPLICABLE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. THE PARTIES AGREE THAT THIS SECTION 7 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Terminal49 DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE Terminal49 API PLATFORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE Terminal49 PLATFORM IS PROVIDED “AS-IS” AND Terminal49 MAKES NO WARRANTY THAT THE Terminal49 PLATFORM, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
9. Relationship of the Parties. The relationship between the parties is that of independent contractors. This Agreement does not create or imply any partnership, agency, or joint venture. Customer may not transfer or assign any rights or obligations you have under this Agreement without Terminal49’s prior approval.
10. No Modifications. This Agreement may not be modified by either party except by way of a written document signed by each party.
11. Governing Law. This Agreement shall be construed in accordance with and controlled by the laws of the State of California, without regard to the conflicts of laws provisions thereof. The parties agree that the state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to determine all disputes surrounding this Agreement.
12. Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
13. Assignment. This Agreement may not be assigned, in whole or in part, by either party without the other party’s prior written consent, provided that Licensee may freely assign or transfer this Agreement to any affiliate without such consent. Any attempted assignment or delegation in violate of the foregoing, except as expressly set forth herein, will be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
14. Export. Provider shall comply with all United States, foreign and local laws and regulations including, without limitation, export control laws and regulations.
15. Waiver, Modification. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
16. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.
17. Feedback. Any feedback or ideas Customer provides to Terminal49 regarding the use and licensed use of the Platform or any suggested improvements thereto (together: the “Feedback”) will be the exclusive property of Terminal49. To the extent Customer owns any rights in the Feedback, Customer agrees to assign and hereby do assign to Terminal49 all right, title and interest in and to the Feedback. Customer agrees to perform all acts reasonably requested by Terminal49 to perfect and enforce such rights.
18. Captions. Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference.
19. Drafter. No party will be deemed the drafter of this Agreement, and both parties acknowledge that they had sufficient time to have this Agreement reviewed by counsel and that this Agreement will be deemed to have been jointly prepared by the Parties. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
20. Counterparts. This Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted electronically, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
21. Entire Agreement. This Agreement and its corresponding Services Order Form(s) along with any Exhibits attached to the Services Order Form(s) contain the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. Subject to the foregoing, in the event of any conflict between this Agreement and the terms of any purchase order or similar standard ordering document, the terms of such document shall prevail only if it specifically references a deviation from this Agreement and the conflicting section, in which case the terms set forth in such document will prevail for that document only.