This Master Services Agreement (this “Agreement”) is entered into between Argyle Systems Inc., a Delaware corporation (“Argyle”) and Customer (as defined below).
By accepting this Agreement, either by clicking a box indicating your acceptance, executing a Service Order or other document that references this Agreement, by using (or making any payment for) the Argyle Platform, or by otherwise indicating your acceptance of this Agreement, you:
agree to this Agreement on behalf of the organization, company, or other legal entity for which you act (“Customer”); and
you represent that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Argyle Platform.
A. “API Key” means a unique key for Argyle’s application programming interface (“API”) made available by Argyle to Customer. An API Key may be a production API Key or a sandbox API Key.
B. “Applicable Law” means all international, federal, state, provincial, and local laws, rules, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, or each party’s performance under this Agreement.
C. “Argyle Platform” means Argyle’s software-as-a-service platform that enables End Users to access and retrieve End User Data from Third-Party Data Sources through the Customer Application and Argyle’s API.
D. “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances, including information, knowledge, or data relating to the past, current, or prospective business or operations of Discloser. “Confidential Information” does not include information that Recipient can document:
is independently developed by Recipient;
is rightfully given to Recipient by a third party without confidentiality obligations; or
becomes public through no fault of Recipient. The Argyle Platform, API Key, Documentation, and Usage Data are Argyle’s Confidential Information. The Customer Data is Customer’s Confidential Information.
E. “Customer Application” means a software and/or software-as-a-service application developed by or on behalf of Customer to integrate with the Argyle Platform.
F. “Customer Data” means non-public account administrative data uploaded by Customer to the Services. “Customer Data” includes billing information, account profile setup information, and similar administrative information. “Customer Data” does not include End User Data or Usage Data.
G. “Documentation” means Argyle-provided user documentation, in all forms, relating to the Services (e.g., user manuals and online help files), including the documentation available at https://www.argyle.io.
H. “End User” means an end user of the Customer Application with whom Customer has a contractual relationship.
I. “Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
J. “Order Term” means the Service Order term length specified in the applicable Service Order.
K. “Service Limitations” means any limitations on Customer’s use of the Argyle Platform specified in a Service Order.
L. “Service Order” means an ordering document substantially in the form of Exhibit A (Service Order Template) specifying the Services to be provided under this Agreement that is entered into between Customer and Argyle, including any addenda and supplements thereto.
M. “Services” means Argyle’s provision of:
the Argyle Platform;
the API Key; and
any support or other services set forth in the applicable Service Orders.
N. “Third-Party Data Source” means a third-party service provider:
made available by Argyle to Customer through the Argyle Platform; and
with whom an End User has a contractual relationship, and from whom the End User may retrieve the End User’s data (“End User Data”) through the Argyle Platform. The parties acknowledge that End User, not Argyle or the Customer, has the applicable contractual relationship with Third-Party Data Sources.
O. “Usage Data” means data relating to the Services or Argyle’s other products and services that is aggregated in such a way that it is not associated with Customer or any End User.
A. Service Orders. Each Service Order is governed by, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and a Service Order, this Agreement will control unless the Service Order expressly states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order.
B. Argyle Platform. Subject to Customer’s payment of all applicable fees and compliance with this Agreement, Argyle grants to Customer a worldwide, non-exclusive, non-transferable (except as set forth in Section 13.H (Assignment)), non-sublicenseable (except to End Users as described in this Agreement) right and license during the Order Term to use the Argyle Platform in support of Customer’s business operations to provide services to End Users and in accordance with any Service Limitations.
C. API. Subject to Customer’s payment of all applicable fees and compliance with this Agreement, Argyle grants to Customer a worldwide, non-exclusive, non-transferable (except as set forth in Section 13.H (Assignment)), non-sublicenseable license during the Order Term to:
download one copy of the sandbox API Key and production API Key;
use the production API Key to access the API through the Customer Application solely for the purpose of Customer’s provision of services to End Users; and
make a reasonable number of copies of the API Keys solely for testing, backup, or archival purposes.
D. Documentation. Subject to Customer’s payment of all applicable fees and compliance with this Agreement, Argyle grants to Customer a worldwide, non-exclusive, non-transferable (except as set forth in Section 13.H (Assignment)), non-sublicenseable license during the Order Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s authorized use of the Services.
E. Subcontractors. Argyle may use subcontractors or other third parties to perform its obligations under this Agreement, but Argyle will remain responsible for all such obligations and actions and inactions by such third parties as if such action or inaction were an action or inaction of Argyle.
A. Restrictions. Except as may be expressly permitted under this Agreement or Applicable Law, Customer may not:
resell the Argyle Platform, API, or Documentation;
use the Argyle Platform or API in any way that would violate the Service Limitations or this Agreement;
circumvent or disable any security or other technological features or measures of the Argyle Platform or API;
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Argyle Platform or API;
modify, translate, or create derivative works based on the Argyle Platform, API, or Documentation (except for the Customer Application);
remove any proprietary notices or labels from the Argyle Platform, API, or Documentation; or
use the Services to create any products or services that are competitive with Argyle.
B. Customer Application and Equipment. Customer is responsible for maintaining the Customer Application and obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Argyle Platform, including modems, hardware, servers, software, operating systems, networking equipment, and web servers. Customer is responsible for maintaining the security of such equipment. Argyle is not responsible for any issues or delays in Services caused by the failure of any such equipment.
C. Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its employees or contractors that Customer permits to access or use the Services, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its authorized users’ accounts, whether authorized by Customer or not.
D. End User Account Deletion. Customer will promptly notify Argyle if any End User deletes its account with Customer, revokes authorization for Customer and/or Argyle to retrieve End User Data from any Third-Party Data Source, or otherwise requests any removal, correction, deletion, or inspection of any End User Data.
A. Generally. End Users may, through the Customer Application and Argyle’s API, direct Argyle to connect to Third-Party Data Sources to retrieve End User Data. Any election by Customer to allow End Users to use such Third-Party Data Sources and any exchange of data between the End User and any Third-Party Data Source using the Customer Application is solely between the End User and the applicable Third-Party Data Source.
B. End User Terms. Customer will cause End Users to grant Argyle permission to connect to Third-Party Data Sources on the End User’s behalf to obtain the End User Data and provide that End User Data to the End User through the Customer Application through an agreement with End Users containing terms consistent with the following:
The End User will authorize Customer and its third-party service providers (including Argyle) as the End User’s agent, and not as the agent of any Third-Party Data Source, to access and retrieve End User Data from the Third-Party Data Sources;
The End User will grant Customer consent to access and retrieve End User Data from the Third-Party Data Sources;
The End User will represent and warrant that any login credentials provided by the End User for Third-Party Data Sources are accurate, complete, and owned by the End User, and that the End User is authorized to provide Customer with such information for the purpose of retrieving End User Data in accordance with this Agreement;
The End User will indemnify and defend Customer and its third-party service providers (including Argyle) from and against any actual or threatened third-party claim, proceeding, or suit arising out of the End User’s breach of any of the provisions described in this Section 4.B (End User Terms).
The End User will have all data removal, correction, deletion, and inspection rights required by Applicable Law; and
A. Argyle IP. Argyle and its licensors own the Argyle Platform, API, Documentation, and Usage Data, including all Intellectual Property Rights in or associated with the foregoing (the “Argyle IP”). The Argyle IP is protected by copyright law and other Applicable Law. No ownership rights in the Argyle IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Argyle IP except for the limited express rights granted in this Agreement.
B. Customer Data. Customer owns all right, title, and interest in and to the Customer Data. No ownership rights in the Customer Data are transferred to Argyle. Argyle does not have any rights to the Customer Data except for the limited express rights granted in this Agreement.
C. End User Data. The parties acknowledge that each End User owns all right, title, and interest in and to the End User Data.
D. Feedback. If Customer gives Argyle feedback, comments, or suggestions concerning the Argyle Platform, API, Documentation, Usage Data, or Services (collectively, “Feedback”), Customer hereby grants Argyle a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully-paid license to use the Feedback without payment, attribution, or restriction.
A. License. Subject to Argyle’s compliance with this Agreement, Customer hereby grants Argyle a worldwide, non-exclusive, royalty-free, fully-paid license (with the right to sublicense to Argyle’s third-party hosting provider and other service providers) during the Term to host, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data solely for the purpose of providing and supporting the Services to and for Customer and End Users.
B. Collection of Usage Data. Argyle may collect and analyze Usage Data for the purposes of:
understanding and analyzing usage trends and preferences;
monitoring and analyzing the effectiveness of the Services; and
improving the Services and developing new products, services, features, and functionality.
C. Governmental Requests. Argyle may collect, process, and disclose Customer Data for the purpose of complying with a regulatory inquiry or judicial action of a governmental body. Argyle will:
use reasonable efforts to limit the use and/or disclosure of Customer Data to what is required by the scope of the inquiry or action; and
notify Customer, to the extent permitted by the inquiry or action, of such inquiry or action and reasonably cooperate with Customer at Customer’s request and expense to obtain a protective order before the disclosure of Customer Data.
Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third person any such Confidential Information, except:
to Recipient’s employees as necessary to exercise its rights or perform its obligations under this Agreement; or
to Recipient’s contractors or third-party service providers that are used by Recipient to exercise its rights or perform its obligations under this Agreement and that are bound by confidentiality obligations consistent with this Agreement. The foregoing will not apply to any Confidential Information that is required to be disclosed by Applicable Law.
A. Fees and Payment.
Customer will pay Argyle all fees described in all Service Orders in accordance with the terms therein (the “Fees”). Argyle may change the Fees or applicable charges or institute new charges and Fees at the end of the initial Order Term or then-current renewal Order Term, upon 30 days’ prior notice to Customer (which may be sent by email). If Customer believes that Argyle has billed Customer incorrectly, Customer must contact Argyle no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Argyle’s customer support department.
Unless otherwise specified in a Service Order, full payment of undisputed amounts is due 10 days after the date of the applicable invoice. Unpaid and undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by Applicable Law, whichever is lower, plus all expenses of collection, and may result in immediate termination of access to the Argyle Platform. All amounts paid under this Agreement will be paid in U.S. Dollars.
B. Taxes. Other than federal and state net income taxes imposed on Argyle, Customer will bear all taxes, duties, and other governmental charges relating to the Services.
A. Term. The term of this Agreement will commence on the effective date of the first Service Order between the parties and will continue until terminated in accordance with this Agreement (the “Term”).
B. Termination for Convenience. Either party may terminate this Agreement for any reason upon 30 days’ prior written notice to the other.
C. Termination for Breach or Insolvency. Either party may terminate this Agreement or a Service Order, effective upon written notice to the other party, if the other party materially breaches this Agreement or a Service Order and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. Argyle may terminate or suspend this Agreement or any part of it immediately upon written notice to Customer without a cure period if Customer breaches any of the terms of this Agreement relating to Argyle’s Intellectual Property Rights or Confidential Information. Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
D. Effect of Termination. Expiration or termination of this Agreement will automatically terminate all active Service Orders, but termination of a single Service Order will not result in termination of this Agreement or any other Service Orders. Upon the expiration or termination of this Agreement or a Service Order all rights and licenses granted under this Agreement or the applicable Service Order will terminate except as otherwise expressly described. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
E. Post-Termination Obligations. Upon any expiration or termination of this Agreement, Argyle will make all Customer Data then held by Argyle available to Customer for electronic retrieval for a period of 30 days. After such period, Argyle will delete or cause to be marked for deletion any Customer Data in its systems or otherwise in its possession or under its control. If Customer terminates this Agreement in accordance with Section 9.C (Termination for Breach or Insolvency), Customer will pay in full for any terminated Service Orders any undisputed Fees actually incurred up to and including the last day on which access to the Services are provided. If this Agreement expires or is terminated for any other reason, within 10 days after such expiration or termination, Customer will pay Argyle all remaining undisputed Fees owed under any terminated Service Orders. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 1, 2.A, 3.A, 3.C, 5, 6.B, 6.C 7, 8, 9.D, 9.E, 10, 11, 12, and 13.
A. Mutual Warranties. Each party represents and warrants to the other that:
this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms;
no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and
the execution, delivery, and performance of this Agreement by the executing party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
B. Argyle Warranty. Argyle represents and warrants to Customer that:
Argyle will provide the Services in a good and workmanlike manner;
the Argyle Platform will operate in all material respects in accordance with the applicable Documentation; and
Argyle owns the Argyle Platform, API, and Documentation, or has the necessary licenses, rights, consents, and permissions to authorize Customer to use the Argyle Platform, API, and Documentation in accordance with this Agreement;
the use by Customer of the Argyle Platform, API, and Documentation as contemplated by this Agreement does not and will not infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; and
Argyle will provide the Services in compliance with Applicable Law.
C. Customer Warranty. Customer represents and warrants to Argyle that:
Customer owns the Customer Data, or has the necessary licenses, rights, consents, and permissions to authorize Argyle to use the Customer Data in accordance with this Agreement;
the use by Argyle of Customer Data as contemplated by this Agreement does not and will not infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right;
Customer will use the Argyle Platform and API in compliance with the Documentation, any instructions provided by Argyle, and Applicable Law; and
Customer will obtain the necessary licenses, rights, consents, and permissions from End Users as set forth in Section 4.B (End User Terms). Argyle may monitor Customer’s use of the Argyle Platform and may prohibit any use of the Argyle Platform it believes may be in violation of the foregoing warranties or Applicable Law.
D. Interoperability. Argyle cannot guarantee the continued availability of Argyle Platform features, and may cease providing them, including if the provider of a Third-Party Data Source ceases to make the Third-Party Data Source available for interoperation with the corresponding Argyle Platform features in a manner acceptable to Argyle. If Argyle ceases providing access to a Third-Party Data Source for any reason, Customer’s may terminate this Agreement under Section 9.B (Termination for Convenience).
E. Disclaimer. Except for the limited warranties described in this Section 10 (Warranties and Disclaimer), Argyle makes no other express or implied warranties with respect to the Argyle Platform, API, Documentation, Usage Data, Services, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. The Argyle Platform, API, and Documentation are provided “as is.” Argyle does not warrant that the Argyle Platform, API, Documentation, or Services will satisfy Customer’s requirements, are without defect or error, or that the operation of the Argyle Platform will be uninterrupted. Some jurisdictions do not allow the exclusion or limitation of warranties, so that limitation or exclusion may not apply to Customer.
A. Defense. Each party (the “Indemnifying Party”) will defend the other party (the “Indemnified Party”) from any actual or threatened third-party claim, proceeding, or suit (each, a “Claim”) arising out of or based on the Indemnifying Party’s breach of Section 10 (Warranties and Disclaimer). The Indemnified Party will:
give the Indemnifying Party prompt written notice of the Claim;
grant the Indemnifying Party full and complete control over the defense and settlement of the Claim;
provide assistance in connection with the defense and settlement of the Claim as the Indemnifying Party may reasonably request; and
comply with any settlement or court order made in connection with the Claim. The Indemnifying Party will not defend or settle any Claim without the Indemnified Party’s prior written consent (which will not be unreasonably withheld, delayed, or conditioned). The Indemnified Party may participate in the defense of the Claim at its own expense and with counsel of its own choosing, but the Indemnifying Party will have sole control over the defense of the Claim.
B. Indemnification. The Indemnifying Party will indemnify the Indemnified Party from and pay:
all damages, costs, and attorneys’ fees finally awarded against the Indemnified Party in any Claim;
all out-of-pocket costs (including attorneys’ fees) reasonably incurred by the Indemnified Party arising out of or related to a Claim; and
all amounts that the Indemnifying Party agrees to pay to any third party to settle any Claim.
C. IP Infringement. Argyle will not be obligated to defend or indemnify Customer for any Claim that use of the Argyle Platform, API, Documentation, or Services infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights to the extent such Claim arises from:
use of the Argyle Platform, API, Documentation, or Services in combination with other products or services not created by or on behalf of Argyle;
designs, requirements, or specifications required by or provided by Customer;
use of the Argyle Platform, API, Documentation, or Services by Customer outside the scope of the licenses granted to Customer in this Agreement;
Customer’s failure to use the Argyle Platform, API, Documentation, or Services in accordance with instructions provided by Argyle; or
any modification of the Argyle Platform, API, Documentation, or Services not made or authorized in writing by Argyle.
A. Exclusion of Damages. Neither party will be liable to the other party for any consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, including lost profits or loss of business, even if such party is apprised of the likelihood of such damages occurring.
B. Damages Cap. Argyle’s total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, will not exceed the total amount paid by Customer to Argyle during the 12 months immediately preceding the claim (determined as of the date of any final judgment in an action).
C. Basis of the Bargain. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is reflected in the pricing offered by Argyle to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this Section 12 (Limitations of Liability) will apply notwithstanding the failure of essential purpose of any limited remedy in this Agreement.
D. Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 12 (Limitations of Liability) will apply to Customer solely to the extent permitted by Applicable Law.
A. Compliance with Applicable Law. Each party will comply with all Applicable Law in connection with exercising its rights or performing its obligations under this Agreement, including applicable export laws. During the Term, if Customer is or becomes either a “consumer reporting agency” or a “furnisher” of information to consumer reporting agencies under the Fair Credit Reporting Act (“FCRA”), or if Customer has reason to believe Argyle’s provision of the Services would constitute a “consumer report” under the FCRA:
Customer will immediately notify Argyle;
the parties will discuss in good faith any additional requirements imposed by Applicable Law; and
if the parties are unable to agree on whether or how to comply with Applicable Law, either party may immediately terminate this Agreement upon notice to the other party.
B. Non-Solicitation. During the Term and for three years thereafter, neither party will directly or indirectly solicit for employment or otherwise induce, influence, or encourage any employee or contractor of the other party to terminate their engagement the other party. This Section will not apply to current or former employees or contractors who respond to general advertisements or job postings.
C. Publicity. Argyle may publicly list Customer as a customer of Argyle and use Customer’s trademark, trade name, and logo for marketing or promotional purposes and in other communications with existing or potential Argyle customers, resellers, or investors.
D. Governing Law. This Agreement is governed by California law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. All claims arising under this Agreement will be litigated exclusively in the federal or state courts of San Francisco County, California. The parties submit to the jurisdiction in those courts.
E. Injunctive Relief. If either party breaches Sections 5 (Ownership) or 7 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available to it at law or in equity, seek injunctive or other equitable relief in response to any such breach.
F. Further Assurances. Each party will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in this Agreement.
G. Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
H. Assignment. Neither party may assign this Agreement or delegate its performance without the other party’s prior written consent, and any attempt to do so is void; except that either party may assign this Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
I. Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
J. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
K. Entire Agreement. This Agreement (including any Service Orders) constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of the Agreement.
L. Amendment. This Agreement may only be amended in a writing signed by both parties and stating that it is amending this Agreement.
M. Nature of Rights. The licenses granted under this Agreement are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.
N. Relationship. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties.
O. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
P. Notices. All notices under this Agreement must be in writing, and will be considered given:
upon delivery, if delivered personally or by internationally-recognized courier service; or
three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested). Either party may update its notice address by notice to the other party in accordance with this Section. All notices to Argyle will be sent to:
Argyle Systems Inc. email@example.com
Q. Force Majeure. Neither party will be liable for any delay or failure to perform as required by this Agreement (except for payment obligations) as a result of any cause or condition beyond its reasonable control, so long as it uses reasonable efforts to avoid or remove those causes of delay or non-performance.
R. Interpretation. If Argyle provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in this Agreement should be construed as if followed by the phrase “without limitation.”
S. Counterparts. This Agreement may be executed in counterparts (which may be exchanged by email). Each counterpart should be considered an original, but all counterparts together should constitute the same Agreement.