PrivCo Services Terms of Use (cont.)
Last Updated March 4, 2025
9. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS#
a. MUTUAL REPRESENTATIONS AND WARRANTIES#
Each Party represents, warrants, and covenants to the other Party that:
(i) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
(ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement;
(iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party;
(iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and
(v) it has validly entered into this Agreement and has the legal power to do so.
b. REPRESENTATIONS AND WARRANTIES BY PRIVCO#
PrivCo warrants that during an applicable subscription term, (i) the Services will perform materially in accordance with the applicable Documentation, and (ii) PrivCo will not materially decrease the overall functionality of the Services. For any breach of a warranty above, your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
c. EXCEPTIONS#
The warranty provided by PrivCo in Section 9(b) above shall apply only where:
(i) Licensee promptly notifies PrivCo of any lapse in Services performance requiring correct;
(ii) Licensee has promptly installed all Maintenance Releases or other software updates that PrivCo makes available; and
(iii) Licensee is in compliance with all terms and conditions of this Agreement (including the payment of all license fees then due and owing).
Notwithstanding any provisions to the contrary in this Agreement, the limited warranty set forth in Section 9(b) above does not apply to problems arising out of or relating to:
(i) Software, or the media on which it is provided, that is modified or damaged by Licensee or its representatives;
(ii) any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Licensee's use in the Documentation, unless otherwise expressly permitted by Licensor in writing;
(iii) Licensee's or any third party's negligence, abuse, misapplication, or misuse of the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Licensor in writing;
(iv) Licensee's failure to promptly install all Maintenance Releases or other software updates that Licensor has previously made available to Licensee;
(v) the operation of, or access to, Licensee's or a third party's system or network;
(vi) any open source components, beta software, software that Licensor makes available for testing or demonstration purposes, temporary software modules or software for which Licensor does not receive a license fee;
(vii) Licensee's material breach of any material provision of this Agreement; or
(viii) any other circumstances or causes outside of the reasonable control of Licensor (including abnormal physical or electrical stress).
d. REPRESENTATIONS AND WARRANTIES BY LICENSEE#
The Licensee represents, warrants, and covenants to PrivCo the following:
(i) The Licensee is in compliance with all applicable laws, regulations, and ordinances relating to its business, the use of the Services, and the handling of any Data provided under this Agreement. The Licensee will use the Services and Data in full compliance with all applicable data protection, privacy, and security laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other similar legislation.
(ii) The execution, delivery, and performance of this Agreement by the Licensee do not and will not (i) conflict with or violate the organizational documents of the Licensee, (ii) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award applicable to the Licensee, or (iii) conflict with, violate, or constitute a default under any material agreement or instrument to which the Licensee is a party or by which it or any of its properties or assets are bound.
(iii) There are no claims, actions, suits, investigations, or proceedings pending or, to the best of the Licensee's knowledge, threatened against the Licensee that could reasonably be expected to adversely affect the Licensee’s ability to perform its obligations under this Agreement.
(iv) Any data or information provided by the Licensee to PrivCo is accurate, complete, and not misleading. The Licensee will promptly notify PrivCo of any changes to such data or information that could affect the accuracy or integrity of the Services.
(v) The Licensee has implemented and maintains appropriate technical and organizational measures to protect the Data from unauthorized access, use, disclosure, alteration, or destruction. The Licensee will promptly notify PrivCo of any actual or suspected security breaches affecting the Data and will cooperate fully with PrivCo in investigating and mitigating any such breaches.
(vi) The Licensee has obtained all necessary consents, permissions, and authorizations to provide any data to PrivCo and to permit PrivCo to use such data as contemplated by this Agreement. The Licensee’s provision of data to PrivCo and PrivCo’s use thereof as contemplated by this Agreement do not and will not infringe, misappropriate, or violate any intellectual property or other rights of any third party.
(vii) The Licensee’s use of the Services and Data will not infringe, misappropriate, or violate any intellectual property or other rights of any third party. The Licensee will promptly notify PrivCo in writing if it becomes aware of any actual or potential infringement, misappropriation, or violation of PrivCo’s intellectual property rights by any third party.
(viii) The Licensee will not introduce, and has not introduced, any viruses, worms, Trojan horses, or other harmful or malicious code into the Services or Data.
(ix) The Licensee is financially solvent and able to meet all of its obligations under this Agreement. The Licensee has not filed, or had filed against it, any bankruptcy, insolvency, or similar proceedings.
(x) The Licensee will continuously comply with all representations, warranties, and covenants set forth in this Agreement throughout the term of this Agreement. The Licensee will promptly notify PrivCo of any event, circumstance, or condition that would cause any of the representations, warranties, or covenants set forth in this Agreement to be inaccurate or breached.
(xi) The Licensee shall use the Data solely for the purposes specified in this Agreement and in accordance with applicable data protection laws. The Licensee shall not transfer any personal data included in the Data outside the jurisdiction of collection without PrivCo's prior written consent and in compliance with applicable data protection laws.
(xii) The Licensee has read, understands, and agrees to comply with all Documentation provided by PrivCo regarding the use of the Services and Data. The Licensee will ensure that all Users comply with the terms of this Agreement and the Documentation.
e. DISCLAIMERS#
EXCEPT AS EXPRESSLY PROVIDED HEREIN, PRIVCO MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. DATA IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. PRIVCO DOES NOT WARRANT THAT THE DATA IS ACCURATE OR COMPLETE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. PRIVCO DOES NOT GIVE TAX OR INVESTMENT ADVICE OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A PROFESSIONAL FOR TAX AND INVESTMENT ADVICE.
10. INDEMNIFICATION#
Licensee Parties will, at Licensee’s own expense, indemnify, defend and hold PrivCo harmless against all costs, damages, losses, liabilities, fines, penalties, and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Liabilities”) arising as a result of or in connection with any third-party claim or allegation relating to your use of the Services not in accordance with this Agreement or the Documentation. PrivCo will provide you with prompt written notice of any claim for which PrivCo claims a right of indemnification hereunder and will provide reasonable information and assistance, at your sole expense, to defend or settle such claim. You will not enter into any settlement or agree to any disposition that imposes any conditions or obligations on PrivCo without PrivCo’s written consent, such consent to be granted or withheld in PrivCo’s sole discretion. PrivCo may at any time participate in any matter or litigation, including, but not limited to, participation in any indemnifiable claim through counsel of its own selection, provided that the hiring of such counsel will be at PrivCo’s sole expense. Notwithstanding the foregoing, if PrivCo in good faith believes that you are either financially incapable of or unwilling to adequately defend PrivCo against any indemnifiable claim, then PrivCo may assume the defense of any action against PrivCo for which you are obligated to indemnify PrivCo at your expense.
11. LIMITATION OF LIABILITY#
IN NO EVENT WILL THE AGGREGATE LIABILITY OF PRIVCO, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ OBLIGATIONS TO PAY FEES TO PRIVCO. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
IN NO EVENT WILL LICENSOR, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED SOFTWARE, OPEN SOURCE COMPONENTS, OR OTHER THIRD-PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12. NON-COMPETITION#
a. RESTRICTION ON COMPETITIVE BUSINESS ACTIVITIES#
During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration (the "Restricted Period"), Licensee agrees that Licensee Parties shall not, directly or indirectly, establish, operate, invest in, advise, or engage in any business or entity that competes with PrivCo (a "Competitive Business") in any capacity, including but not limited to as an owner, partner, shareholder, officer, director, employee, consultant, contractor, or advisor.
b. DEFINITION OF COMPETITIVE BUSINESS#
For the purposes of this Section, a "Competitive Business" means any business that, at the time of the restriction:
(i) Develops, markets, licenses, sells, or provides business intelligence, financial data, private company data, or related analytics services that are substantially similar to or competitive with the Services or Data provided by PrivCo; (ii) Uses data aggregation, scraping, or AI model training on business intelligence datasets in a manner that competes with PrivCo’s offerings; (iii) Offers products or services designed to replace, replicate, or directly compete with the core functionalities of PrivCo’s Services or Data.
c. EXEMPTIONS & LIMITATIONS#
This restriction shall not apply to passive investments in publicly traded companies, provided that Client’s aggregate ownership does not exceed 1% of the outstanding shares. This restriction shall not apply to passive investments in publicly traded companies, provided that Licensee’s aggregate ownership does not exceed of the outstanding shares. If Licensee wishes to engage in activities that may be considered competitive but believes do not materially conflict with this Agreement, Licensee may request prior written consent from PrivCo, which shall not be unreasonably withheld.
d. REASONABLENESS & ENFORCEABILITY#
The parties acknowledge that this restriction is reasonable and necessary to protect PrivCo’s business interests, confidential methodologies, trade secrets, and goodwill. If any provision of this Section is found to be unenforceable, it shall be modified to the maximum extent permissible by law while preserving its original intent.
e. REMEDIES FOR BREACH#
Any breach of this Section shall be deemed a material violation of this Agreement, and PrivCo shall be entitled to:
(i) Immediate termination of Licensee’s access to the Services and Data; (ii) Injunctive relief to prevent further breaches; (iii) Liquidated damages or actual damages resulting from the breach; (iv) Recovery of attorneys' fees and costs incurred in enforcing this provision.
13. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION#
a. GOVERNING LAW#
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Each Party agrees to the exclusive jurisdiction of the state and federal courts located in New York, New York, for the resolution of any disputes arising out of this Agreement.
b. ARBITRATION#
All claims, disputes and other matters in question between the Parties arising out of, or relating to this Agreement shall be decided by binding arbitration in New York, New York in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association subject to the limitations of this Section. This Section and any other agreement or consent to arbitrate entered into will be specifically enforceable under the prevailing law of any court having jurisdiction. Unless agreed otherwise, the Parties, the Parties’ attorneys and the arbitrators shall treat the arbitration, any disclosures made during the arbitration and the decision of the arbitrators as confidential, except to the extent necessary in connection with a judicial challenge to, or enforcement of an award, or as otherwise required by law. In the event the foregoing arbitration provisions become inapplicable each Party hereto hereby irrevocably (i) waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, and (ii) submits and consents to the exclusive jurisdiction of the State of New York and the selection of venue in the courts of New York County, New York or the federal courts of the United States for the Southern District of New York, and no other courts. Nothing in this clause shall prevent a Party from seeking injunctive relief to protect the interests of a Party or to enforce the above arbitration provision or any arbitration award.
c. JURY TRIAL WAIVER#
To the fullest extent allowed under applicable law, both Parties hereby unconditionally waive their right to a jury trial of all claims or causes of action arising from or relating to their relationship, this agreement, any related statements of work, and any or all issues arising thereunder. The Parties acknowledge that a right to a jury is a constitutional right, that they have had an opportunity to consult with independent counsel, and that this jury waiver has been entered into knowingly and voluntarily by all Parties to this agreement. In the event of litigation, this agreement may be filed as a written consent to a trial by the court.
14. TERM; TERMINATION#
a. TERM#
Unless otherwise specified in the Order Form, this Agreement is effective beginning on the earlier of the Start Date specified above or the date the Agreement is executed by both Parties, and continues for an initial term of three (3) years (the “Initial Term”) and shall automatically renew for successive twelve (12) month terms thereafter unless and until terminated in accordance with the Agreement (the Initial Term and any subsequent term, collectively, the “Term”).
b. TERMINATION#
(i) Termination for Convenience. PrivCo may terminate this Agreement for convenience upon 30 days’ prior notice to Licensee.
(ii) Termination For Cause. PrivCo may terminate this Agreement for cause upon material breach of this Agreement by you which remains without cure for (10) days following PrivCo’s providing notice of the breach to you. If your breach is such that cure is not possible, PrivCo may terminate this Agreement for cause immediately. In no case, shall PrivCo’s termination for cause entitle you to any compensation, refund, or other allowance or benefit related to your inability to access Services.
(iii) Licensee Termination For Cause. Licensee may terminate this Agreement for cause (i) upon 30 days’ written notice to PrivCo of a material breach of a this Agreement if such breach remains uncured at the expiration of such thirty (30) day period, or (ii) if PrivCo becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
c. REFUND OR PAYMENT UPON TERMINATION#
If this Agreement is terminated by Licensee in accordance with Section 14(a)(iii) or if PrivCo terminates this Agreement for convenience in accordance with Section 14(a)(i), then PrivCo will refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by PrivCo in accordance with Section 14(a)(ii), then you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve you of your obligation to pay any fees payable to PrivCo for the period prior to the effective date of termination. No Refund will be made for PrivCo Select Subscriptions or Custom Solutions (e.g Data Reports).
d. ORDER FORM#
Notwithstanding the terms set forth in 12(a) and (b) hereof, the Term and Termination provisions set forth in the Order Form, including payment obligations, renewal term(s), and notices shall supersede and survive termination of this Agreement.
e. SURVIVING PROVISIONS#
Sections 5(b), 5(d), 5(g)-(j), 6 (c), 6(e), 7-8, 9(e)-(f), 10, 11, 12, 13, 14(c), 14(e), and 15, and 16 will survive any termination or expiration of this Agreement.
15. LIQUIDATED DAMAGES#
Licensee acknowledges that any breach of its obligations, representations, or warranties under this Agreement by any Licensee Party, including but not limited to the specific breaches outlined below, will cause significant harm to PrivCo, including but not limited to loss of revenue, competitive harm, and reputational damage.
Due to the difficulty in precisely calculating the extent of such harm, the parties agree that PrivCo shall be entitled to the following liquidated damages for each instance of breach:
a. Breach of Use Restrictions (Section 5(d))#
Licensee’s breach of its obligations or any of the use restrictions contained in Section 5(d), including without limitation Licensee’s unauthorized use, reproduction, distribution, or sublicensing of the Services or Data, shall result in liquidated damages in the amount of $500,000.00 per instance.
b. Failure to Comply with Destruction, Reporting & Audit Obligations (Section 5(i) or 5(j))#
Licensee’s breach of Sections 5(i) or 5(j), including, without limitation, Licensee’s failure to provide access for an audit, failure to timely provide a Certificate of Destruction, or failure to maintain accurate records, shall result in liquidated damages in the amount of $250,000.00 per instance.
c. Breach of Confidentiality Obligations (Section 8)#
Licensee’s breach of its obligations under Section 8 or any confidentiality obligations hereunder, including, without limitation, Licensee’s unauthorized disclosure, misuse, or failure to safeguard confidential information, shall result in liquidated damages in the amount of $750,000.00 per instance.
d. Breach of Non-Competition Obligations (Section 14)#
Licensee’s breach of Section 14 or any breach of Licensee’s non-competition obligations hereunder, including without limitation, Licensee’s engaging in prohibited competitive activities, shall result in liquidated damages in an amount equal to one-and-one half times (1.5x) the Licensor’s then-current annual revenue, determined by the Licensor’s most recent twelve (12) fiscal months’ of revenue, beginning from the date of the relevant breach, per instance.
e. Other Breaches of this Agreement or Representations and Warranties#
Each other material breach of this Agreement or any Order Form by Licensee which is not specifically covered above shall result in liquidated damages in the amount of $100,000.00 per instance.
The parties agree that these amounts are reasonable estimates of the damages likely to result from such breaches and are not penalties. The liquidated damages provided in this Section are cumulative and in addition to any other rights or remedies available to PrivCo under this Agreement, at law, or in equity, including, without limitation, the right to obtain injunctive relief and actual damages if proven to exceed the liquidated damages amounts. Licensee waives any and all defenses contesting the enforceability or reasonableness of this liquidated damages provision.
16. GENERAL PROVISIONS#
a. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE#
This Agreement is the entire agreement between you and PrivCo regarding your use of the Data and Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any purchase order (excluding Order Forms) 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, (2) this Agreement, and (3) the Documentation.
b. INJUNCTION#
You acknowledge and agree that the Data is extremely valuable and its unauthorized use or disclosure would cause irreparable harm to PrivCo. Accordingly, in the event that PrivCo reasonably believes that Licensee Parties have used or disclosed any Data in violation of the terms of any agreement with PrivCo, PrivCo shall be entitled to injunctive relief, including a temporary restraining order, preliminary injunction, and permanent injunction, without posting of a bond or other security. Without limiting any other remedies hereunder, and in addition to any monetary damages available under applicable law, PrivCo shall be entitled to recover from Licensee any attorneys’ fees or costs incurred in obtaining any type of injunctive relief, in whole or in part, as permitted under this Agreement.
c. ASSIGNMENT#
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (each, a “Change of Control”). Notwithstanding the foregoing, you may not assign this Agreement, by way of Change of Control or otherwise, to a competitor of PrivCo. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
d. GENERAL#
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
e. FEDERAL GOVERNMENT END USE PROVISIONS#
PrivCo provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: The government hereby agrees that the software qualifies as “commercial” computer software. Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with PrivCo to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
f. NOTICES#
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (i) personal delivery, (ii) the second business day after mailing, or (iii) the day of sending by email.
g. FORCE MAJEURE#
Neither party will be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any act of God, war, government intervention, riot, earthquake, fire, food, power outage, failure of the Internet or any similar cause beyond such party’s control.
h. NO THIRD-PARTY BENEFICIARIES#
Except as expressly set forth in this Agreement, this Agreement is entered into for the sole benefit of the parties hereof, and except as specifically provided herein, no other person or entity will be a direct or indirect beneficiary of, or will have any direct or indirect cause of action or claim in connection with, this Agreement.