Cloud Computing Service Agreement
LINK Development ( Referred hereinafter “BSolutions” ), the owner of
BSolutions.com trade mark, domain and services, reserves the right to change,
modify, add or remove portions of this statement from time to time and in our
sole discretion, but will alert you that changes have been made by indicating on
the statement the date it was last updated. When you visit the site, you are
accepting the current version of this statement as posted on the site at that
time. We recommend that users revisit this statement on occasion to learn of any
By accepting this agreement, either by clicking a box indicating your
acceptance or by executing an order form that references to this agreement, you
agree to the terms of this agreement. If you are entering into this agreement on
behalf of a company or other legal entity, you represent that you have the
authority to bind such entity and its affiliates to these terms and conditions,
in which case the terms “Consumer “or “Subscriber” or "you" or "your" shall
refer to such entity and its affiliates, also referred to hereunder as
“Subscriber”. If you do not have such authority, or if you do not agree with
these terms and conditions, you must not accept this agreement and may not use
You may not access the Services if you are our direct competitor, except
with our prior written consent. In addition, you may not access the Services for
purposes of monitoring their availability, performance or functionality, or for
any other benchmarking or competitive purposes.
BSolutions is a pioneer in cloud computing services,
and whereas the Customer would like to make use of such services, both parties
agreed on the following terms and conditions for the cloud computing services
provided by BSolutions to the Customer (as specified in the purchase order).
The Agreement shall be governed by the terms and conditions herein
contained; the SLA’s applicable to the Service, and the pricing and payment
terms made available relating to the Service. The Service also may contain other
posted notices or codes of conduct, which are incorporated by reference into
NOW THEREFORE, the parties agree as follows:
These Terms of Service are an agreement between BSolutions and
Customer (the “Agreement”).
Both parties shall be hereinafter referred to individually as the "party"
and collectively as the "parties".
Both parties agreed that in order to use or subscribe in the mentioned
services, the customer agreed to be bound by this agreement, including any
modifications made to it from time to time. If customer does not agree to the
terms and conditions in this agreement, it may not subscribe to or use the
"Affiliate" means any legal entity that a party owns, that owns a
party, or that is under its common ownership. "Ownership" means, for purposes of
this definition, control of more than a 50% interest in an entity. If
Customer is an agency of a state, provincial, or local government,
"Affiliate" means (1) any government agency, department, office,
instrumentality, division, unit or other entity, of Customer’s state, provincial
or local government that is supervised by, or is part of, Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer.
“Client Software” means any software provided to Customer related
to the Service.
“Customer” means the entity that has entered into this Agreement.
If an individual enters this Agreement on behalf of a company or other legal
entity, such individual represents that he or she has the authority to bind such
entity to this Agreement.
"License" means the rights granted by BSolutions to
Customer to copy, install, use, access, display, run and/or otherwise interact
with the Service and/or Client Software for, as applicable, for Customer’s
internal business purposes.
“BSolutions” means Link Development Corporation or its
"Order" means an order for Services. An Order may include multiple
Subscriptions to Services.
“Service” means all BSolutions Online services and
software, including any updates, upgrades, support, and content (e.g., audio and
visual information, documents) contained or made available to Customer by B
Solutions in the course of using the service. BSolutions may change
the Service at any time and for any reason without notice.
"SLAs" means service level agreements representing commitments B
Solutions makes with regard the Services. SLAs can be accessed at
"Subscription" means the part of the Order identifying the specific
Services being ordered and may include the User quantity, ship-to address, or
"Term" means the duration of a Subscription.
“Users” means individuals with Customer’s organization who have the
right to use the Services, as dictated by the number of User Licenses purchased
“User licenses” refers to the named licenses that Customer has
purchased under its Subscription for Services.
2. license grant – what customer is licensed to use
2.1 General. BSolutions grants Customer a
License to the Services ordered by Customer, subject to Customer’s obligation to
pay and any rights and limitations described in this Agreement. This License is
non-exclusive, non-perpetual, and is not transferable. The ability to use
Services may be affected by minimum system requirements or other factors. B
Solutions reserves all rights not expressly granted.
2.2 Client Software. Customer may need to install
Client Software to access and use the Service. Customer may make copies of the
Client Software solely to support the Service for its Users. Copies must be true
and complete copies (including copyright and trademark notices) and be made from
a BSolutions approved media or a network source. Customer agrees to use
reasonable efforts to make its employees, agents and other individuals that it
allows to use the Client Software aware that it is licensed from BSolutions
and subject to the terms of this Agreement. Additional rights and restrictions
for the Client Software may accompany the provision of such Client Software, and
Customer agrees to abide by all such additional rights and restrictions.
2.3 Authorized Users. Only those individuals who
Customer designates as authorized Users may use and access the Service. Only
Users who have administrator privileges may add additional authorized Users to
the Service up to and including the total number of User Licenses purchased
during the Subscription period. User Licenses cannot be shared or used by more
than one individual authorized User and cannot be reassigned to a new User to
replace a current authorized User who has terminated employment or otherwise
changed job status or function and no longer uses the Service. However, a User
who has administrator privileges may delete an authorized User from the Service
and add a new authorized User to the Service to replace the former authorized
2.4 External Users. Customer does not need to purchase
additional Users accounts for external users who access the Service without
using any of the software. “External users” means users that are not Customer,
or its employees, Affiliates, contractors or agents.
2.5 Limitations on use. Customer shall not reverse
engineer, decompile or disassemble the Service or Client Software, except where
applicable law permits it despite this limitation. Customer shall not rent,
lease, lend, resell, or host to or for third parties any Service or Client
2.6 Font Components. While using the Service, Customer
may use its fonts to display and print content. Customer may only: (i) embed
fonts in content as permitted by the embedding restrictions in the fonts; and
(ii) temporarily download them to a printer or other output device to print
3. ordering, pricing, payments, renewals and taxes
3.1 Ordering. Customer shall place an Order for each
Subscription for a Service via any means made available by BSolutions for such
Ordering. If Customer desires to use the Service for more than the total number
of User Licenses available through the Service level it subscribed to, it must
subscribe to the appropriate Service level prior to commencing any such use. If
Customer desires to reduce the total number of Users, it may do so, subject to
the cancellation fees set forth in Section 4.2. Any Services added to a
Subscription will expire at the end of the Term. Each Subscription shall be for
a defined Term (e.g.12 months). Customer may place Orders for its Affiliates
under this Agreement and grant its Affiliates administrative rights to manage
the Services. Affiliates may not place Orders under this Agreement. To the
extent Customer grants any rights to Affiliates, such Affiliates shall be bound
by the terms and conditions of this Agreement. Customer agrees that it is
jointly and severally liable for any Services purchased for or other actions
taken by any of its Affiliates or any third party to which it provides rights
under this Agreement.
3.2 Subscription Fees. “Subscription Fee” means the
monthly amount Customer is required to pay for the Subscription to the Service
and Client Software. Customer may be required to pay the Subscription Fee in
advance, in arrears or both. BSolutions may charge Customer at one time
for more than one billing period. Payments are due and must be paid in
accordance with the Order. Price level changes are not retroactive. Prices for
each price level are fixed at the time the Subscription is first placed and
apply throughout the Term. Subscription Fees are subject to change at the
beginning of any Subscription renewal.
3.3 Renewal. Unless the offer specifically states
otherwise, Customer’s Subscription will automatically renew at the expiration of
3.4 New agreement. Prior to placing new Orders,
renewing any Subscriptions, or further use of the Services, and upon notice,
BSolutions may require that Customer enter into an updated agreement to
govern Orders, renewal Subscriptions, or usage from that date forward.
3.5 Taxes and other Incidental Charges. The prices and
rate plans do not include any taxes, phone and Internet access charges, mobile
text messaging, wireless service and other data transmissions, unless stated
otherwise. Customer is responsible for all such incidental charges and any taxes
and it is legally obligated to pay including, but not limited to, paying B
Solutions any applicable value added, sales or use taxes or like taxes that are
permitted to be collected from Customer by BSolutions under applicable
If any taxes are required by law to be withheld on payments made by
Customer to BSolutions, Customer may deduct such taxes from the amount
owed BSolutions and pay them to the appropriate taxing authority;
provided, however, that Customer shall promptly secure and deliver to B
Solutions an official receipt for any such taxes withheld or other documents
necessary to enable BSolutions to claim a Foreign Tax Credit. Customer
will make certain that any taxes withheld are minimized to the extent possible
under applicable law.
3.6 Refunds. All charges are non-refundable unless
expressly stated otherwise, or otherwise provided by law.
4. term and termination
4.1 Termination by BSolutions. BSolutions may cancel
or suspend Customer’s use of the Service or a portion of thereof at any time if
Customer violates the terms of this Agreement, if BSolutions believes
that Customer’s use of the Service represents a direct or indirect threat to its
network function or integrity or anyone else’s use of the Service, or if B
Solutions is otherwise required by law to do so. Upon notification by B
Solutions of any such cancellation or suspension, Customer’s right to use the
Service will stop immediately. Cancellation or suspension of the Service for
Customer’s violation of the terms of this Agreement will not change Customer’s
obligation to pay any Subscription fees due for the applicable Term.
4.2 Termination by Customer. Customer may terminate a
Subscription or reduce the number of User Licenses at any time during its Term.
A termination will be effective at the end of the monthly Subscription cycle
during which customer terminates the Subscription or reduces the number of User
Licenses. Customer must pay for the period prior to the termination
If customer terminates a one year Subscription within 30 days of the date
on which the Subscription became effective or was renewed, customer must pay for
the initial 30 days of the Subscription. No payments will be due for the
remainder of the Subscription. If customer terminates a Subscription or
reduces the number of User Licenses at any other time during the Term, Customer
must pay 25% (3 month) of the annual Subscription fee otherwise due for the
remainder of the one year Term.
4.3 Effect of termination. Upon termination or
cancellation of the Service by either party for any reason, BSolutions may
delete Customer’s data permanently from its servers. Notwithstanding the
foregoing, BSolutions will keep Customer’s data for a period of 30 days before
it is deleted from BSolutions’ servers. Customer is solely responsible
for taking the necessary steps to back up its data and ensure that it maintains
its primary means of business.
4.4 Waiver of rights and obligations. To the extent
necessary to implement the termination of this Agreement, each party waives any
right and obligation under any applicable law or regulation to request or obtain
intervention of the courts to terminate this Agreement.
4.5 No liability for deletion of data. Customer
acknowledges that, other than as expressly described in these terms, BSolutions
will have no obligation to continue to hold, export or return Customer’s data.
Customer acknowledges that BSolutions will have no liability whatsoever for
deletion of Customer data pursuant to these terms.
5.1 Access and Disclosure. In order to operate and
provide the Services, BSolutions collects certain information about its
Customer. BSolutions uses and protects that information as described herein and
in BSolutions’ privacy statement, available at
(“Privacy Statement”). In particular, BSolutions may access or disclose
information about Customer, including the content of its communications, in
· comply with the law or respond to lawful requests or legal process;
· protect the rights or property of BSolutions or its customers,
including the enforcement of its agreements or policies governing Customer’s use
of the Services; or
· act when BSolutions believes, in good faith, that such access or
disclosure is necessary to protect the personal safety of BSolutions employees,
customers or the public.
Customer hereby consents to the access and disclosures outlined in this
5.2 Performance and usage data. In order to provide
the Service, BSolutions may collect certain information about Service
performance, Customer’s computers and its Service use. BSolutions may
automatically upload this information from Customer’s computers. This data will
not personally identify Customer.
5.3 Filtering technology. BSolutions may use
technology or other means to protect the Service, protect its customers, or stop
customers from breaching this Agreement. Examples include filtering to stop spam
and viruses or increase security.
5.4 Communications. Because the Service is a hosted,
online application, BSolutions may need to notify Users of the Service
occasionally of important announcements regarding the operation of the Service.
As a condition of the Service, Users may receive marketing and other
non-critical Service-related communications from BSolutions from time to time.
6. Use rights and limitations
6.1 SLAs. BSolutions will comply with the
then-current SLA in place relating to the Services, as set forth here
6.2 Customer’s Use. In using the Service, Customer
· comply with all laws;
· comply with any codes of conduct or other notices provided by B
· comply with the
BSolutions Anti-spam Policy,
· keep its password secret, and promptly notify BSolutions if it learns
of a security breach or unauthorized access related to the Service.
Customer may not:
· use the Service in any way that harms BSolutions or its Affiliates,
resellers, distributors and/or vendors (collectively, the “BSolutions
parties”), or any customer of a BSolutions party or the Service or other Users;
· engage in, facilitate, or further unlawful conduct;
· damage, disable, overburden or impair the Service (or the networks
connected to the Service) or interfere with anyone’s use and enjoyment of the
· resell or redistribute the Service, or any part of the Service, unless
Customer has a contract with BSolutions that permits it to do so;
· use any unauthorized automated process or service to access and/or use
the Service (such as a BOT, a spider, periodic caching of information stored by
BSolutions or “meta-searching”), however, periodic automated access to the
Service for report creation or scheduling is permitted;
· use any unauthorized means to modify or reroute, or attempt to modify or
reroute, the Service or work around any of the technical limitations in the
· modify, create derivative works from, reverse engineer, decompile or
disassemble or otherwise attempt to discover any trade secret contained in the
Service or in any technology, or system used by BSolutions in connection with
providing the Service, except and only to the extent that applicable law
expressly permits Customer to do so despite this limitation;
· create Internet "links" to the Service or "frame" or "mirror" any
content of the Service to give the impression that Customer is offering all of
the functionality of the Service as its service located on its own servers;
· build a product or service using similar ideas, features, functions or
graphics of the Service;
· copy any ideas, features, functions or graphics of the Service.
6.3 Limits on Service. BSolutions may establish
limits on the Service. For example, it may limit the number of days the Service
will retain any content that BSolutions, Customer or its Users provide, the
number and size of email messages that Customer may send or receive through the
Service, the maximum storage space on BSolutions’ servers available to
Customer, the number of Service accounts to which Customer may subscribe, how
long BSolutions retains an inactive Service account (one where Customer does
not sign in to the Service for an extended period of time; the number of
transactions Customer can conduct through the Service, and the number of
asynchronous transactions that can be executed with an organization
6.4 Use of Other BSolutions Services. Customer
may need to use certain BSolutions websites or services to access and use the
applicable, apply to Customer’s use of them.
6.5 Third Party Services. BSolutions may make
services from third parties available to Customer through the Service. These
third party services are the responsibility of the third party, not BSolutions.
The third party service providers may require Customer to accept additional
terms and conditions and/or pay a fee in order to use their services. Those
additional terms and conditions are between Customer and the third party. Any
third party’s use of information Customer provides as part of using their
service is subject to the privacy statements and practices of that third party
and/or their suppliers. BSolutions encourages Customer to review the privacy
statement of these third party providers. BSolutions is not responsible for the
privacy statements or privacy practices of these third party providers or their
7. user generated content
7.1 Content. BSolutions, Customer, its Users and
associated account users and third parties may be able to post or store
materials, including data, documents, information, advertisements,
communications, messages and links to third party websites (“content”) on the
Service. Customer may be able to post or provide materials (including feedback)
that are part of the Service in a publicly accessible or other public area that
allows Customer to communicate with others (“public areas of the Service”). It
also includes areas of the Service to which Customer can control access by
authorized users of associated accounts (“private areas of the Service”).
7.2 Intellectual property rights. BSolutions does not
sanction or approve the unauthorized use of content protected by copyright and
other intellectual property rights. Customer understands that sharing content
that violates others’ copyrights and intellectual property rights violates this
Agreement. Customer represents and warrants that the use and publication of the
content by Customer and others does not violate the intellectual property rights
of any third party. Customer understands that BSolutions may remove content at
any time without notice when the content violates this Agreement or an
applicable code of conduct, or when BSolutions has a good faith reason to
believe it is necessary to do so.
7.3 Posting Content. Customer acknowledges that B
Solutions does not control or endorse the content that it and others post or
provide on the Service. BSolutions doesn’t claim ownership of content that
Customer and others post or provide. By posting or providing content, Customer
grants BSolutions and the public (for content posted on publicly accessible
areas of the Service), or those authorized Users of associated accounts to which
Customer has granted access (for content posted on private areas of the
Service), free, unlimited worldwide and perpetual permission to use, modify,
copy, distribute and display the content and publish Customer’s name with the
content. Customer also gives the public, or those members of the public to which
Custer has granted access, permission to grant these rights to others. Customer
represents and warrants that it has all the rights necessary to grant the rights
in this section and that the use and publication of the content does not breach
any law. BSolutions will not pay Customer for content posted on public areas of
the Service. This section only applies to legally permissible content and only
to the extent that use and publishing of the legally permissible content does
not breach the law.
7.4 Private areas of the Service. Customer
acknowledges that certain technical processing of content posted on private
areas of the Service may be required to store and retrieve the content, conform
to connecting networks’ technical requirements, or conform to the limitations of
7.5 Links to third-party Web sites. The Service may
contain links to third-party websites. These third-party websites are not under
B Solution’s control. If BSolutions has included these links in the Service, it
provides them as a convenience only. The inclusion of these links is not an
endorsement by BSolutions of any third-party website, service or product. B
Solutions reserves the right to disable links to any third-party website that
Customer posts on the Service.
7.6 BSolutions will not own any Customer data.
BSolutions performs regular backups of Customer data for the purpose of
recovery in the event of a failure in B Solution’s data centers. However,
notwithstanding the foregoing, Customer is solely responsible for maintaining
and backing up any Customer data that it uses with the Service. Customer, not B
Solutions, shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual property ownership or
right to use such data. BSolutions shall not be responsible or liable for the
deletion, correction, destruction, damage, loss or failure to store any data
that Customer uses with the Service.
BSolutions and Customer shall treat the terms and conditions of this
Agreement as confidential and shall not disclose them to any third party except
in the furtherance of the parties’ business relationship with each other. For
government Customers, this Section is subject to the requirements of applicable
trade secret, public records, or similar laws.
9.1 Limited warranty. BSolutions warrants that the
Services and Client Software will conform substantially to the description of
them contained in the applicable BSolutions user documentation. This limited
warranty is subject to the following limitations:
· this limited warranty applies only during the Term, including any
renewals ("Warranty Period");
· any implied warranties, guarantees or conditions not able to be
disclaimed as a matter of law will last only during the Warranty Period;
· this limited warranty does not cover problems caused by accident, abuse
or use of the Services in a manner inconsistent with this Agreement, or
resulting from events beyond B Solution’s reasonable control;
· this limited warranty does not apply to problems caused by the failure
to meet minimum system requirements; and
· this limited warranty does not apply to downtime or other interruption
in access to the Services, or any other performance metrics that are addressed
in an applicable SLA.
9.2 Remedies for breach of limited warranty. If
Customer notifies BSolutions within the Warranty Period that a Service does not
meet the limited warranty, then BSolutions will, at its option, either (1)
return the amount paid for the Service during the (a) Term or (b) 12 months
prior to delivery of notice to BSolutions, whichever is less, or (2) update
such Service to make it conform. These are Customer’s only remedies for breach
of the limited warranty, unless other remedies are required to be provided under
9.3 DISCLAIMER OF OTHER WARRANTIES. Other than this
limited warranty, BSolutions disclaims any implied representations, warranties
or conditions, including warranties of merchantability, fitness for a particular
purpose, satisfactory quality, title or non-infringement. These disclaims will
apply unless otherwise required by applicable law.
10. Defense of infringement and misappropriation claims
10.1 Agreement to protect. BSolutions will defend
Customer against any claims made by an unaffiliated third party that any Service
or Client Software infringes that party’s patent, copyright or trademark or
makes intentional unlawful use of its trade secret or undisclosed information.
10.2 What Customer must do. Customer must notify B
Solutions promptly in writing of the claim and give BSolutions sole control
over its defense or settlement. Customer must also provide BSolutions with
reasonable assistance in defending the claim. BSolutions will reimburse
Customer for reasonable out of pocket expenses that it incurs in providing that
10.3 Limitations on defense obligation. BSolutions’
obligations will not apply to the extent that the claim or award is based on:
· Customer’s use of the Service or Client Software after BSolutions
notifies it to discontinue its use due to a third party claim;
· Customer’s combination of the Service or any related Client Software
with a non- BSolutions product, data or business process;
· Damages attributable to the value of the use of a non- BSolutions
product, data or business process;
· Customer’s use of BSolutions’ trademark(s) without express written
consent to do so; or
· Any trade secret or undisclosed information claim, where Customer
acquires the trade secret or undisclosed information (1) through improper means;
(2) under circumstances giving rise to a duty to maintain its secrecy or limit
its use; or (3) from a person (other than BSolutions) who owed to the party
asserting the claim a duty to maintain the secrecy or limit the use of the trade
secret or undisclosed information.
Customer will reimburse BSolutions for any costs or damages that result
from any of the above actions.
10.4 Specific rights and remedies in case of infringement.
(a) BSolutions’ rights in addressing possible
infringement. If BSolutions receives information concerning an infringement
claim related to a Service or Client Software, BSolutions may, at its expense
and without obligation to do so: (1) procure for Customer the right to continue
to use the allegedly infringing Service and/or Client Software, (2) modify the
Service and/or Client Software, or (3) replace the Service and/or Client
Software with a functional equivalent, to make it non-infringing, in which case
Customer will immediately stop using the allegedly infringing Service and/or
Client Software after receiving notice from BSolutions.
(b) Customer’s specific remedy in case of injunction.
If, as a result of an infringement claim, Customer’s use of a Service or Client
Software is enjoined by a court of competent jurisdiction, BSolutions will, at
its option, either: (1) procure the right to continue its use; (2) replace it
with a functional equivalent; (3) modify it to make it non-infringing; or (4)
terminate the License for the infringing Service and/or related Client Software
and refund any amounts paid in advance by Customer for unused Services.
11. Limitation of liability
11.1 Limitation on liability. Except as otherwise
provided in this Section, to the extent permitted by applicable law, the
liability of BSolutions and of BSolutions’ contractors to Customer arising
under this Agreement is limited to direct damages up to the amount Customer paid
BSolutions for the Service and/or Client Software giving rise to that liability
during the (1) Term or (2) twelve months prior to the filing of the claim,
whichever is less. These limitations apply regardless of whether the liability
is based on breach of contract, tort (including negligence), strict liability,
breach of warranties, or any other legal theory. However, these monetary
limitations will not apply to:
· BSolutions’ obligations under the Section titled "Defense of
infringement and misappropriation claims";
· Customer’s use of BSolutions’ trademark(s) without express written
consent to do so;
· Liability for damages awarded by a court of final adjudication for B
Solutions’ or its employees’ or agents’ gross negligence or willful misconduct;
· Liabilities arising out of any breach by BSolutions of its obligations
under the Section entitled "Confidentiality"; or
· Liability for personal injury or death caused by BSolutions’ negligence
or that of its employees or agents or for fraudulent misrepresentation.
11.2 Exclusion of certain damages. To the
extent permitted by applicable law, whatever the legal basis for the claim,
neither party, nor any of its affiliates or suppliers, will be liable for any
indirect damages (including, without limitation, consequential, special or
incidental damages, damages for lost profits or revenues, business interruption,
or loss of business information) arising in connection with this agreement, even
if advised of the possibility of such damages or if such possibility was
reasonably foreseeable. However, this exclusion does not apply to either
party’s liability to the other for violation of its confidentiality obligations
or the other party’s intellectual property rights.
12.1 Notices to BSolutions. Notices, authorizations,
and requests in connection with this Agreement must be sent by regular or
overnight mail, or express courier, to the addresses listed below. Notices will
be treated as delivered on the date shown on the return receipt. Termination of
the Agreement, a Subscription, or cancellation of a Subscription should be via
its BSolutions customer service contact.
Notices should be sent to:
Copies should be sent to:
Addresses provided at:
94, Street 105,11431 Maadi,
BSolutions Managing director
12.2 Assignment. Customer may not assign this
Agreement. BSolutions may assign this Agreement to its Affiliates.
12.3 Severability. If a court holds any provision of
this Agreement to be illegal, invalid or unenforceable, the rest of the document
will remain in effect and this Agreement will be amended to give effect to the
eliminated provision to the maximum extent possible.
12.4 Waiver. A waiver of any breach of this Agreement
is not a waiver of any other breach. Any waiver must be in writing and signed by
an authorized representative of the waiving party.
12.5 Governing Law and dispute resolution. This
Agreement will be governed by and construed and interpreted in accordance with
the laws of Egypt. Any dispute, controversy or claim arising out of or relating
to this Agreement or the breach, termination or invalidity thereof shall be
falling under the competence of south Cairo courts.
12.6 This Agreement is not exclusive. Customer is free
to enter into agreements to license, use or promote non- BSolutions software or
12.7 Entire agreement. This Agreement, any SLAs, and
the pricing and payment terms available set forth in the Order constitute the
entire agreement concerning the subject matter and supersede any prior or
12.8 Survival. Provisions regarding fees, restrictions
on use, transfer of licenses, export restrictions, defense of infringement and
misappropriation claims, limitations of liability, confidentiality, compliance
verification, obligations on termination and the provisions in this Section
entitled "Miscellaneous" will survive termination of this Agreement.
12.9 Force majeure. Neither party will be liable for
any failure in performance due to causes beyond either party’s reasonable
control (such as fire, explosion, power blackout, earthquake, flood, severe
storms, strike, embargo, labor disputes, acts of civil or military authority,
war, terrorism (including cyber terrorism), acts of God, acts or omissions of
Internet traffic carriers, actions or omissions of regulatory or governmental
bodies (including the passage of laws or regulations or other acts of government
that impact the delivery of Services). This Section will not, however, apply to
Customer’s payment obligations under this Agreement.