November 8th,  2017

Terms and Conditions for Third-Party Product Sales

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY!

THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) APPLY TO YOUR ORDER AND PURCHASE OF ANY HARDWARE, SOFTWARE AND/OR OTHER THIRD-PARTY BRANDED, CLOUD-BASED, DOWNLOADED OR SHRINK-WRAPPED SOFTWARE OR OTHER PRODUCTS, SERVICES AND/OR SUBSCRIPTIONS, (COLLECTIVELY, THE “PRODUCT(S)”) SOLD TO YOU BY OR THROUGH CYVENT (“CYVENT”).

  1. Application / ‘Battle of the Forms’. By placing an order, making a purchase, receiving or taking delivery of any Product and/or by making a payment to CyVent or, if applicable to a third-party designated by CyVent, whether effectuated online through CyVent’s web site (https://cyvent.com/, or successor web site), through any CyVent mobile application (along with the CyVent web site, each, a “Site”), or through a separate  written or electronic purchase agreement or order, you hereby accept the terms and conditions of this Agreement (which includes and incorporates the CyVent Privacy Policy), unless a separate written purchase agreement has been signed by both you and CyVent, in which case, such separate written purchase agreement will govern, only so long as it expressly and specifically references this Agreement and precludes the application of some or all of this Agreement.
     
    The terms and conditions of your purchase of Products from CyVent are solely limited to those contained herein. Any additional or different terms or conditions in any form delivered by you (including, without limitation purchase and/or sales orders) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. For avoidance of doubt, you may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void as between you and CyVent. No course of prior dealings between you and CyVent, nor any usage of trade will be relevant to determine the meaning of this Agreement or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties in connection herewith. Unless otherwise specifically and mutually agreed in writing, any purchase order you submit to CyVent shall be deemed to be an offer to purchase pursuant to this Agreement and incorporating this Agreement by reference.
  1. Updates and Revisions. CyVent may, from time to time and at its sole option, update and/or revise this Agreement without notice to you by posting the revised agreement on the Site. Unless otherwise agreed in a writing signed by CyVent, this Agreement as posted on the Site at the time CyVent accepts your order will govern purchases that are fully delivered on the date of such purchase. This Agreement as posted on the Site at the time your order is accepted, as may thereafter be revised from time to time, will govern your purchases that are not fully delivered at one time, including ongoing subscription services, until full or complete delivery thereof has been made or any such arrangement has terminated.
  1. Consent to Electronic Delivery. You consent to receiving electronic records (including this Agreement), which may be provided via web browser, mobile app or e-mail application connected to the Internet. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents. Scans and faxes shall be the equivalent of originals.
  1. Accuracy of Data/Corrections. You acknowledge that CyVent obtains certain data directly from the third-party manufacturers, publishers and suppliers of Products sold hereunder, and is therefore not responsible for any specifications, pricing, typographical or other errors in any such data. In addition, availability of third-party Products is subject to change without notice, and therefore, CyVent cannot guarantee that it will be able to fulfill your orders. CyVent reserves the right to cancel orders related to any such errors or Product discontinuation or unavailability, and to correct the Site and/or other marketing and/or promotional collateral at any time, including the right to correct pricing errors that may not have been detected until after CyVent’s confirmation or e-mail response to your order. With regard to hardware, you acknowledge and agree that Third Party Providers may furnish hardware that is either new or refurbished and that CyVent is not warranting or guaranteeing that any such hardware will be new. CYVENT HEREBY DISCLAIMS AND WILL NOT BE RESPONSIBLE TO YOU FOR ANY ERRORS OR OMISSIONS CONTAINED IN DATA, SPEC SHEETS, OFFERS, BROCHURES, MARKETING MATERIALS, MANUALS OR OTHERWISE FROM A MANUFACTURER, PUBLISHER, SUPPLIER OR THIRD-PARTY PROVIDER HEREUNDER AND YOU HEREBY RELEASE CYVENT FROM ANY AND ALL CLAIMS ARISING AS A RESULT OF ANY ERRORS OR OMISSIONS THEREIN. ALL SUCH INFORMATION IS PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE DEEMED TO BE ANY REPRESENTATION OR WARRANTY ON THE PART OF CYVENT HEREUNDER.
  1. Prices/Payment Terms. Prices are subject to change at any time prior to CyVent’s acceptance of your order (subject to the foregoing exception for third-party pricing errors, which may be corrected following acceptance of your order). Payment terms are at CyVent’s sole discretion and all orders are subject to CyVent approving your credit if payment is not made in full in advance. You will need to provide appropriate credit references upon request and hereby authorize CyVent to obtain credit history from such references. You agree to pay the total purchase price for the Products for which your orders have been accepted by CyVent, plus tax, shipping (to the extent shipping is not prepaid by you, including shipping charges billed to CyVent as a result of using your carrier account number or a carrier selected by you), customs charges, costs of special packaging and handling and insurance. Invoices, if any (unless you have paid for Products in full on line through a check-out process) are due and payable within the time frame and in the currency specified on such invoice, with the time for payment being measured from the date of invoice. You agree to pay interest on all past-due amounts at the lower of one and one-half percent (1.5%) per month or the maximum rate allowed by law. You will be responsible for CyVent’s costs of collection arising from your payment default of any amounts due plus interest, as applicable, and including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received when due as described above, CyVent reserves the right to suspend further deliveries and/or services (including subscription services and other Third-Party Services) until payment in full is received by CyVent.
  1. Taxes. Federal, state and local sales, use and excise taxes and all similar taxes and duties, (excluding taxes based on CyVent’s income, assets or net worth), are solely your responsibility. You may provide CyVent a tax exemption certificate, which will be subject to review and acceptance by CyVent.
  1. Delivery/Title/Risk of Loss. CyVent will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages due to delays or the failure to meet a stated delivery schedule. CyVent reserves the right to make deliveries in installments where applicable. Delay in delivery of one installment will not entitle you to cancel other installments under any such installment delivery arrangement. Unless otherwise agreed in writing, hardware and physical Product will be delivered to you FOB CyVent’s facility or the facility of any of CyVent’s suppliers who drop ship direct, freight prepaid and added. Title and risk of loss shall pass to you when hardware and/or physical Product is delivered to the transportation carrier. CyVent is not responsible for insuring shipments, nor for any loss or damages to Product during shipment and recommends you obtain your own insurance for shipments. Notwithstanding anything in this paragraph, title to software Product remains with the applicable licensor(s), and your rights and obligations related to the software are contained in the license agreement (e.g., EULA) between you and the relevant licensor(s). You grant a security interest in all Products purchased under this Agreement on credit to secure payment in full. Additionally, you authorize CyVent to execute and file a financing statement or other documents that are necessary to perfect CyVent’s security interest therein. CyVent’s security interest shall terminate when CyVent has received all amounts due for the Product(s).
  1. Confidential Information. Each party anticipates that it may be necessary to provide access to Confidential Information to the other party in the performance of this Agreement. “Confidential Information” means any information or data of a confidential nature of a party, its affiliates or a third party in oral, electronic or written form that the receiving party knows or has reason to know is proprietary or confidential and that is disclosed by a party in connection with this Agreement or that the receiving party may have access to in connection with this Agreement. Confidential Information, however, shall in no case include information that: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is made known to the receiving party by a third party having the right to disclose it; or (d) is independently developed by personnel of the receiving party who have not had access to such information. Each party agrees that it will maintain the confidentiality of the other party’s Confidential Information and will do so in a manner at least as protective as it maintains its own Confidential Information of like kind but in no event with less than a reasonable degree of care. Disclosures of the other party’s Confidential Information will be restricted (i) to those individuals with a need to know such Confidential Information in connection with this Agreement, and (ii) to a party’s business, legal and financial advisors bound by a confidentiality obligation. Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement. At the written request of a party, the other party will either return, or certify the destruction of, such party’s Confidential Information. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
  1. Third Party Providers.  The Products, including Products that consist of managed services, Software as a Service solutions, platforms and subscriptions, and/or other ongoing services provided hereunder, are provided by third parties (whether manufacturers, publishers, suppliers or service providers, collectively, the “Third-Party Providers”). With regard to your use of all Products, the Third-Party Provider shall be considered your contracting counter party, not CyVent (who is acting as a sales agent only), and the Third-Party Provider shall be the party responsible for providing the Products to you and complying with the terms and conditions relating to the provision of such Products and your use thereof pursuant to such Third-Party Provider’s End User License Agreement (EULA), standard terms and conditions of sale, Service Level Agreements (SLA), and/or other documentation agreed upon by you and such Third-Party Provider with regard to your acceptance and use of the Products.  As such, you agree that (i) you will look solely to such Third-Party Provider for any loss, claims or damages arising from, or related to, the provision of the Products and/or your use thereof; (ii) you specifically release CyVent from any and all claims arising from or relating to the purchase, provision and/or use of any such Products, and (iii) you covenant not to sue CyVent in connection therewith. You agree that breach of your obligations stated in this paragraph would cause immeasurable damages to CyVent, which would not be adequately compensated by money damages at law, and as such that CyVent has the right to seek equitable relief in connection therewith, including, without limitation, injunctive relief, without the need to post bond or other security.
  1. Third-Party Warranties Are the Only Warranties. You acknowledge that CyVent is not the provider of hardware, software or managed or other services, nor the manufacturer or publisher of the Products purchased by you hereunder, and that as such, the only warranties offered and available to you are those of and offered to you by the Third-Party Providers thereof, and not by CyVent and/or any of its affiliates. In purchasing the Products, you are relying on the Third-Party Providers’ service descriptions, materials, specifications and statements only and, not on any statements, specifications, service descriptions or other materials that may be provided by CyVent, if any, which are provided, if at all, for informational purposes only. You expressly waive any claim you may have against CyVent and/or any of its affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights with respect to the Products, and waive any right to indemnification from CyVent or any of its affiliates against any claim made against you by a third party arising from your use of a Product.
     
    For avoidance of doubt, Third-Party Providers’ warranties, if any, will apply to your purchase and use of any Products, and provides the sole warranty coverage for such Products. You must look solely to the Third-Party Provider for recovery on any claim of liability and you will hold CyVent harmless from any claim of negligence or breach of warranty made against CyVent arising from your use of a Product.
  1. CyVent Express General Disclaimer of All Warranties. IN ADDITION TO THE OTHER, SPECIFIC DISCLAIMERS SET FORTH HEREIN, CYVENT DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR ANY WARRANTY RELATING TO A PRODUCT. FURTHERMORE, CYVENT DOES NOT WARRANT THAT A PRODUCT WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE OR THAT IT WILL MEET YOUR REQUIREMENTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER’S, PUBLISHER’S, SUPPLIER’S AND/OR THIRD-PARTY PROVIDER’S WARRANTY. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. NO AGENT OR EMPLOYEE OF CYVENT OR ANY OTHER PARTY IS AUTHORIZED TO MAKE ANY WARRANTY TO YOU.
  1. Compliance with Laws Disclaimer. CyVent makes no warranties in regard to Applicable Laws (defined below) that may be in force within your territory or any part of it. You alone must satisfy yourself that the Products comply with all Applicable laws in force from time to time in the locations in which you intend to use any Products.
  1. AS-IS Sale. PRODUCTS ARE PROVIDED HEREUNDER SOLELY ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER BY CYVENT OF ANY KIND, EITHER EXPRESS OR IMPLIED. CyVent shall pass through to you, to the extent, and only if available, any Third-Party Provider’s written warranties associated with Products, if any purchased through CyVent.
  1. Availability Disclaimer. CyVent is not obligated to continue to provide Products that consist of ongoing services, and specifically disclaims any warranty whatsoever relating to the availability of such Products, which is entirely controlled by the Third-Party Providers thereof. CyVent accepts no liability for any claims arising out of any act or omission, including negligence, by a Third-Party Provider. Any amounts associated with Products, including but not limited to taxes, will be collected solely in our capacity as an independent intermediary and reseller of such Products.
  1. Third-Party Specifications Disclaimer. Any general description of a product and/or the results thereof posted on such third-party provider’s website, mobile application and/or other sales and/or marketing collateral do not constitute part of the agreement between you and CyVent.
  1. CyVent Website Disclaimer. The content contained on the Site is provided for informational purposes only and does not guarantee accuracy, or compliance with law. The information and tips presented in the Site may not be applicable or appropriate for all organizations and/or professionals. The Site’s content is not intended to be an exhaustive or definitive source on safeguarding from security risks, nor is it intended to serve as legal advice or offer recommendations based on an organization’s or professional’s specific circumstances. The Products, specifications, screen shots and descriptions are provided on the Site are for marketing and informational purposes only. They are subject to change without notice and are provided without warranty of any kind, express or implied. Trademarks, service marks, logos and copywritten materials of CyVent and/or of Third-Party Providers used on the Site are the property of their respective owners and all intellectual property rights are reserved with regard thereto.
  1. Data Loss Disclaimer. You are solely responsible for sufficiently frequent back-up and other protection of your data and software against loss, damage or corruption. You shall be solely responsible for reconstructing any data and software that may be lost, damaged or corrupted arising from your use of any Product. CyVent and its affiliates are hereby released and shall continue to be released from all liability in connection with the loss, damage or corruption of data and software, and YOU ASSUME ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM YOUR PURCHASE AND USE OF ANY PRODUCT. CYVENT AND/OR ITS AFFILIATES DO NOT PROVIDE BACK-UP SERVICES FOR ANY OF YOUR DATA.
  1. Monitoring Disclaimer. The Products do not include the monitoring, interpretation and/or corrective action with respect to any alerts generated by the Products. CyVent disclaims any warranty that your use of the Products will render your systems secure from all forms of attack, even if fully implemented. You also acknowledge and agree that all anomalies and/or intrusions may not be reported.
  1. Limitations on Use & Export. Unless otherwise agreed in writing, you agree and represent that you are buying Products through CyVent for your own internal use and not for resale. You are prohibited from purchasing Product from CyVent if you intend to resell the same. If Product purchased under this Agreement is intended for export (even internally within your own organization), it may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations (including all applicable United States export restrictions, laws and regulations), including obtaining applicable export licenses therefor. The export of Products may also alter or void the Third-Party Provider’s, manufacturer’s or publisher’s warranty. If CyVent suspects that your use of the Products constitutes a violation of this Section, CyVent may terminate this Agreement, and cause any Third-Party Provider to cease providing any such services to you.

    If any transaction hereunder involves an export of items (including but not limited to, hardware, software or and/or technology) from the United States subject to the US Export Administration Regulations, as amended, such export shall be in accordance with such laws or regulations, as applicable. You agree that you will not divert, use, export or re-export any such items contrary to any applicable Laws in the U.S., Canada, European Union (EU), Israel or the United Kingdom. You expressly acknowledge and agree that you will not export, re-export, dispose of or otherwise provide such items directly or indirectly: (a) to any entity or person within any country that is subject to U.S., Canadian, EU, Israeli or United Kingdom economic sanctions, as applicable, imposing comprehensive embargoes without first obtaining prior authorization from the U.S. government, Canadian government, Israeli government or the UK government, as applicable and (b) to entities and persons that are ineligible under U.S, Canadian, EU, Israeli or UK law, as applicable, to receive such items.

    THE PRODUCTS OFFERED BY CYVENT ARE NOT DESIGNED FOR USE IN AIRCRAFT OR AUTOMOTIVE SAFETY DEVICES OR NAVIGATION, MEDICAL DEVICES, LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS, WEAPONS SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE. USE IN ANY SUCH APPLICATIONS IS AT YOUR SOLE RISK AND PERIL AND YOU HEREBY RELEASE CYVENT FROM ANY CLAIM, DEMAND OR LIABILITY IN CONNECTION THEREWITH AND AGREE TO DEFEND, INDEMNIFY AND HOLD CYVENT HARMLESS FROM ANY LOSS OR DAMAGES INCURRED AS A RESULT OF ANY SUCH CLAIM, DEMAND OR LIABLITY.

  1. Purchaser’s Covenant to Comply with All Laws. You agree that your use of any Product shall at all times comply with all applicable federal, state, provincial, local, municipal, regional, foreign, international, multinational or other constitution, statutes, treaties, laws, rules, regulations, regulatory requirements, restrictions, governmental directives or mandates, common law or other pronouncement having effect of law in effect in the jurisdictions in which you install and/or use such Products or receive any Products (“Applicable Laws”), including, without limitation all Applicable Laws relating to the prevention of corruption (including, without limitation, the US Foreign Corrupt Practices Act). You agree to defend, indemnify and hold harmless CyVent from any claims, damages and/or liabilities that may arise from your breach of your compliance with Applicable Laws obligations under this paragraph.
  1. Limitation of Liability. CYVENT WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, USE OR INFORMATION, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF (WHETHER PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, any liability for direct damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to the greater of twenty percent (20%) of the purchase price of the Product or the amount sought and recovered from any CyVent insurer whose policy covers such damages. No action arising out of the transactions under this Agreement may be brought by you more than one (1) year after the damage, loss or expense occurred. CyVent is not liable for any claim made by a third party or made by you for a third party.  Notwithstanding anything to the contrary herein, CyVent’s rights and remedies provided under this Agreement are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
  1. Cancellation of Orders. Cancellation of orders prior to or following shipment or digital delivery must be made in accordance with the cancellation and return policies of the manufacturer, publisher, supplier or Third-Party Provider of the Product, including your compliance with all applicable CyVent and/or Third-Party Provider ‘Returns Management Authorization (RMA)’ requirements.
  1. Arbitration. Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims capable in law of being submitted to binding arbitration) arising from or relating to a Product and/or this Agreement, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto) (collectively, a “Claim”) will be resolved, upon the election of either party exclusively and finally by binding arbitration. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association in Miami-Dade County, Florida. If arbitration is chosen neither you nor CyVent will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Further, you will not have and hereby waive the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in this Agreement below, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Miami-Dade County, Florida Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to CyVent hereunder will be exclusively litigated in a court of competent jurisdiction rather than through arbitration and you shall remain responsible for CyVent’s costs and fees of collection, including reasonable attorney’s fees. Each party hereto also irrevocably waives any right it may have to a trial by jury in any legal action or proceeding arising out of this Agreement or the transactions relating to the subject matter hereof.
  1. Governing Law and Venue. This Agreement will be governed by the substantive laws of the state of Florida without giving effect to any choice of law rules that might otherwise cause the law of another jurisdiction to apply hereto. Specifically, the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. You are responsible for compliance with Applicable Laws, if and to the extent any such laws are applicable to you. ANY CLAIM, ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN MIAMI-DADE COUNTY, FLORIDA, AND YOU HEREBY CONSENT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVE THE RIGHT TO CHANGE VENUE UNDER A THEORY OF FORUM NON CONVENIENS OR OTHERWISE. YOU FURTHER CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.
  1. Assignment. CyVent may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products and/or assign the right to receive payments from you without your prior consent. You may not, however, assign this Agreement or any of your rights or obligations hereunder without the prior written consent of CyVent and/or of the relevant Third-Party Provider, as applicable. Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties hereto and their permitted successors and assigns.
  1. Force Majeure. CyVent will not be liable for failure to fulfill its obligations under this Agreement or for delays in delivery or performance due to causes beyond its reasonable control, including any Force Majeure Event. CyVent’s time for performance of any such obligation will be extended for the time period of such delay, or CyVent may, at its options, cancel any order or remaining part thereof, without liability, upon notice to you. “Force Majeure Event” means any event or circumstance arising which is beyond the reasonable control of CyVent (including but not limited to any industrial dispute affecting any third party (including any Third-Party Provider), carrier delays, embargos, acts of God or acts or laws of governmental regulations or government agencies, severe weather conditions, fire, flood, disaster, failure of power, civil riot, war or terrorism).
  1. Intellectual Property. Unless specifically granted in a writing executed by the granting party, a party to this Agreement does not acquire by virtue of this Agreement any right, title or interest in and/or to the pre-existing intellectual property rights of the other or of any third-party manufacturer, publisher, supplier or Third-Party Provider. All brand names, logos and trade and service marks of each such party and/or person shall remain with such party and/or person and any use by you thereof shall be solely as specifically permitted under a limited license that you may be granted under a specific contract, EULA, license, terms of use and/or other documentation as between you and CyVent and/or any third-party manufacturer, publisher, supplier or Third-Party Provider. All rights not granted under any such agreement shall be reserved to the party owning such intellectual property.
  1. Miscellaneous. No provision of this Agreement may be waived, amended or modified by either party except by a written agreement signed by both you and CyVent. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. The relationship between CyVent and you is that of independent contractors and not that of employer/employee, partnership or joint venture. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect. Notices to be provided under this Agreement must be in writing and sent by nationally or internationally recognized ‘overnight’ courier (e.g., DHL, UPS, FedEx), facsimile or email transmission. If sent by courier such notice shall be deemed to have been received on the date noted in the courier’s records that the notice was either signed for or refused. If sent by email, such notice will be deemed to have been received on the date sent per the message’s time stamp, or if after 5:00 PM local time, on the next business day.
  1. Entire Agreement. This Agreement constitutes the entire agreement between you and CyVent regarding your purchase of Products through CyVent and supersedes and replaces any and all previous communications, representations or agreements, whether written or oral. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to this Agreement, are hereby expressly rejected and will not be binding upon CyVent without CyVemt’s specific written consent.

    CyVent is a business unit of Genventure Corporation, a Florida corporation.