Online Terms and Conditions

1. Glyde’s Obligations.
   1. Services. Glyde will make the Services available to Subscriber according to one or more online or written ordering documents which incorporate the Agreement (each a “Service Order”).
   2. Compliance with Laws. Glyde shall comply with all laws and governmental regulations applicable to the Services.
   3. Personnel and Performance. Glyde will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement. Glyde enters into the Agreement on behalf of its Affiliates. An “Affiliate” of a party is any entity (a) that the party Controls; (b) that the party is Controlled by; or (c) with which the party is under common Control, where “Control” means direct or indirect control (including by ownership) of fifty percent (50%) of an entity’s voting interests.
   4. Documentation. Glyde will make available to subscriber, including via a customer portal, (the “Documentation”) that describes, for each of the Services: (a) the features, functionality, and performance of the Services; (b) the Services’ administrative, physical, and technical safeguards for protection of the security and integrity of the Services (the “Security Measures”); (c) data collected by Glyde related to the functional performance of the Services, anomalous activity or suspicious behavior detected by the Services, or existing or generated data used to train machine learning or artificial intelligence systems (“Data Insights”); (d) service level agreements (each an “SLA”) applicable to the Services; (e) certifications and compliance programs applicable to the Services; and (h) any terms provided in connection with (f) non-Glyde technology or services incorporated into the Services or (ii) any distributed software.
   5. Security Measures. Glyde will maintain the Security Measures consistent with industry standard practices and as described in the Documentation. Glyde will process, transmit, and store the data and information provided to the Services by or on behalf of Subscriber (“Subscriber Data”) only according to the Agreement and the Documentation. The Services, independent of Subscriber Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses (“Malicious Code”).
   6. Data Processing. Glyde will process, transmit and store personal data present in Subscriber Data in accordance with the Data Processing Terms available at [insert]. Glyde shall not sell nor disclose any Subscriber Data. Glyde shall not disclose any Data Insights in a manner that identifies Subscriber.
   7. AI Model Provisions. Glyde will operate machine learning and artificial intelligence functionality consistent with industry practices and as described in the Documentation. Glyde will own all right, title and interest to the AI model, training data, existing and generated aggregated and anonymized production data repositories used to generate and improve Data Insights, analysis, synthesis, interpretations used for decision-making and recommendations.
2. Subscriber’s Obligations.
   1. Subscriber Data. As between Glyde and Subscriber, Subscriber is solely responsible for Subscriber Data and the provision of Subscriber Data to the Services according to the Agreement, and represents that it has all rights, consents and authorizations to share the Subscriber Data.
   2. Personnel and Performance. Subscriber shall be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.
   3. Third-Party Services. Subscriber may choose to use or offer services not provided by Glyde (“Third Party-Services”) with the Services and in doing so grants Glyde permission to interoperate with the Third-Party Services as directed by Subscriber or the Third-Party Services. Unless specified in a Service Order: (a) Glyde does not warrant or support Third-Party Services; (b) as between Glyde and Subscriber, Subscriber assumes all responsibility for the Third-Party Services and any disclosure, modification or deletion of Subscriber Data by the Third-Party Services; and (c) Glyde shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Third-Party Services or any change in the ability of Glyde to interoperate with the Third-Party Services.
   4.  Responsibilities. Subscriber (a) shall use the Services according to the Documentation; (b) except as provided in the Documentation, shall not make the Services available to, or use the Services for the benefit of, anyone other than Subscriber’s own personnel or end users; (c) except as provided in the Documentation, shall not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality to its end users; (d) shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services; (e) shall promptly notify Glyde of any unauthorized access or use of the Services; (f) shall not use the Services to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and governmental regulations; (g) shall not use the Services to store, transmit or display Malicious Code; (h) shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein; (i) shall not attempt to gain unauthorized access to any of Glyde’s systems or networks; (j) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage limit; (k) shall not copy the Services or any part, feature, function, or user interface thereof; (l) shall not access the Services or use the Documentation to develop or offer a competitive product or service; (m) shall not reverse engineer the Services (to the extent a restriction on reverse engineering is permitted by applicable law) and (n) upon the termination of an applicable Service Order remove or delete any Glyde software from any Subscriber environment into which it has been installed.
3. Term and Termination.
   1. Term. This Agreement is effective during the term of any Service Order that incorporates it. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless (a) Subscriber is in breach of this Agreement or (b) Subscriber gives Glyde at least ninety (90) days’ notice of nonrenewal at the end of the applicable term.
   2. Termination for Cause. Subscriber or Glyde may terminate the entire Agreement for cause upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period.
   3. Survival. Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 2.5(k), (l), (m) and (n) (Subscriber’s Obligations), Section 5.1 (Fees), Section 5.5 (Refund or Payment upon Termination), Section 6 (Confidentiality), Section 7 (Licenses and Proprietary Rights), Section 11 (Limitation of Liability), Section 12 (Exclusion of Consequential and Related Damages), Section 14 (Indemnification) and Section 20 (Authorized Reseller).
4. Beta Services. From time to time, Glyde may offer services identified as beta, pilot, developer preview, evaluation or by a description of similar import (“Beta Services”). Subscriber may accept or decline Beta Services in its discretion. If accepted, Beta Services are provided only for evaluation purposes. Glyde may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. GLYDE DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST.
5. Fees and Payment.
   1. Fees. Subscriber will pay all fees specified in Service Orders and provide accurate and updated billing contact information. Minimum commitments in Service Orders are (a) based on Services purchased and not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term. Fees paid for minimum commitments and actual usage are not refundable. Subscriber’s payments of fees are neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement.
   2. Invoicing Terms. Subscriber will provide a purchase order number in the applicable amount (or reasonable alternative proof of Subscriber’s ability to pay the fees specified in a Service Order), and promptly notify Glyde of any changes necessary for payment of an invoice. Glyde will invoice Subscriber according to the billing frequency stated in the Service Order. Invoices are due net seven (7)  days from the invoice date. If any invoiced amount is not received by Glyde by the due date, then without limiting Glyde’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) Glyde may condition future subscription renewals and Service Orders on shorter payment terms or (c) provide a notice to Subscriber with a notice of non-renewal for all outstanding Service Orders. 
   3. Suspension of Service and Acceleration. If any amount owing by Subscriber is 30 or more days overdue, Glyde may, without limiting any rights and remedies, accelerate Subscriber’s unpaid fee obligations to become immediately due and payable, not renew any Service Order, and suspend the provision of Services to Subscriber until the overdue amounts are paid in full. Glyde will give Subscriber at least 10 days’ prior notice that its account is overdue, in accordance with Section 16 (Manner of Giving Notice), before suspending services to Subscriber.
   4. Payment Disputes. Glyde will not exercise any rights to suspend Services, accelerate payments, impose late charges or change payment terms under Section 5.2 (Invoicing Terms) with respect to an overdue amount for so long as Subscriber is disputing the overdue amount in good faith. The parties shall cooperate diligently to resolve the dispute.
   5. Refund or Payment upon Termination. If Subscriber terminates the Agreement in accordance with Section 3.2 (Termination for Cause), Glyde will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by Glyde in accordance with Section 3.2 (Termination for Cause), Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination.
   6. Taxes. Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its Service Orders. If Glyde is obligated by law to pay or collect Taxes for which Subscriber is responsible, Glyde will invoice Subscriber and Subscriber will pay that amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide Glyde any information Glyde reasonably requests to determine whether Glyde is obligated to collect Taxes. Glyde is solely responsible for taxes assessable against its income, property, and employees.
6. Confidentiality.
   1. Confidential Information. “Confidential Information” means all business information about the relationship created by the Agreement disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Confidential Information of each party includes the terms and conditions of the Agreement and all Service Orders, including pricing, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed in connection with the Agreement, but shall not include Subscriber Data and Data Insights which are more specifically governed and protected by the Security Measures described in Sections 1.4, 1.5, and 1.6 above. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Recipient; (b) was known to the Recipient with no obligation of confidentiality prior to disclosure by Discloser, as proven by records of Recipient; (c) is disclosed to Recipient by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Recipient as proven by records of Recipient.
   2. Protection of Confidential Information. Except as provided in Section 6.3 (Compelled Disclosure) Recipient shall not disclose or otherwise make available any Confidential Information of the Discloser to anyone except those of its employees, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information.
   3. Compelled Disclosure. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, then to the extent legally permitted, Recipient shall provide the Discloser with prior notice of the compelled disclosure and reasonable assistance, at Discloser’s cost, if the Discloser wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required and shall be subject to confidentiality protections to the extent practicable. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.
7. Licenses and Proprietary Rights.
   1. Subscriber Data. Subscriber grants Glyde a worldwide, non-exclusive, revocable, and limited license during the term of Subscriber’s use of the Services to process, transmit, and store Subscriber Data, and to interoperate with any Third-Party Services as necessary for Glyde to provide the Services in accordance with the Agreement. Subject to this limited license, Glyde acquires no right, title, or interest from Subscriber under the Agreement in or to Subscriber Data.
   2. Feedback. Subscriber grants to Glyde a worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Subscriber.
   3. Deliverables. Glyde grants Subscriber a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use for its internal business purposes anything developed by Glyde for Subscriber and delivered by Glyde to Subscriber in connection with support or professional services (“Deliverables”). Subject to Subscriber’s ownership of its proprietary and Confidential Information disclosed to Glyde under Section 6 (Confidentiality), Glyde shall retain all ownership rights to the Deliverables.
   4. Proprietary Rights. The Services, the Documentation, and the Data Insights are the proprietary information of Glyde. Glyde grants Subscriber a worldwide, non-exclusive, non-transferable, royalty-free license to use the Documentation, and the software and application programming interfaces made available by Glyde to Subscriber as part of the Services, solely as necessary to make use of the Services during the term of any applicable Service Order. Subject to the limited rights expressly granted in the Agreement, Glyde and Glyde’s licensors reserve all right, title, and interest in and to the Services, the Documentation, and the Data Insights, including all related intellectual property rights. Glyde may use the Subscriber Data to train the AI  by the creation and updating of platform-based data repositories, provide a personalized experience to the Subscriber and the candidate, to improve our Services and candidate experience, to promote safety, security and integrity, to help protect people from harm and provide safe, secure Products, to provide measurement, analytics and business services, to measure how well Glyde’s products and services are working and enhancing hiring and retention, to enhance communication between the recruiter and the candidate, to assist candidates in obtaining future meaningful employment derived and ascertained from any  Subscriber Data entered into the Service by a candidate, and to research and innovate for social good (“Data Insights”).  No rights are granted to Subscriber except as expressly set forth in the Agreement. No rights are granted to any of Glyde’s AI or technical information, or software code. For avoidance of doubt, Glyde shall exclusively own such Data Insights.
8. Government Rights. The Services may include access to software. In such case, such software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Subscriber is an agency of, or contractor to, the US Government, it receives only those rights with respect to such software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If Subscriber is a government agency that has a need for rights not granted under the Agreement, it must negotiate with Glyde to determine if there are acceptable terms for granting those rights, and mutually acceptable written terms specifically granting those rights must be included in any applicable agreement.
9. Export Compliance. The Services and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not enable use of the Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, or Syria) or in violation of any U.S. export law or regulation.
10. Anti-corruption. Neither party has received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any of the personnel or agents of the other party in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Subscriber becomes aware of any violation of the above restriction, Subscriber will promptly notify Glyde’s legal department at legal@glydetalent.com.
11. Limitation of Liability. EXCEPT FOR SUBSCRIBER’S PAYMENT OBLIGATIONS, BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ITS CONFIDENTIALITY OBLGIATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY SUBSCRIBER HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT), EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION) OR MISUSE, MISAPPROPRIATION OR INFRINGEMENT OF THE OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
12. Exclusion of Consequential and Related Damages. EXCEPT FOR BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ITS CONFIDENTIALITY OBLGIATIONS, IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13. Warranties.
    1. Services Warranty. In addition to its obligations under the Agreement, Glyde warrants that during the term of each Service Order that: (a) the Services will perform materially as set forth in the Documentation; (b) the features, functionality and performance of the Services will not be materially decreased; (c) the overall effectiveness of the Security Measures will not be decreased; (d) use of the Services, including the software components, in accordance with the Documentation, will not impose any additional obligations on Subscriber to grant any rights to its intellectual property or to disclose or make any of its own proprietary technology available to any third party; and (e) Subscriber’s obligations will not be materially increased as a result of an update to the Documentation. Without limiting Glyde’s obligations pursuant to Section 3 (Glyde’s Obligations), Subscriber’s exclusive remedies for a breach of a warranty in this Section 13.1 (Services Warranty) shall be (i) to the extent applicable, allow Glyde to repair or replace a non-conforming software component or (ii) to exercise the express rights described in Sections 3.2 (Termination for Cause) and 5.5 (Refund or Payment upon Termination), and to the extent applicable, to claim the credits set forth in the applicable SLA.
    2. Support and Professional Services Warranty. The support and professional services specified in the applicable Service Order will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber’s exclusive remedies for breach of the warranty in this Section 13.2 shall be either (a) re-performance of the Support or Professional Services by Glyde; (b) to exercise the express rights described in Sections 3.2 (Termination for Cause) and 5.5 (Refund or Payment upon Termination).
    3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14. Indemnification.
    1. Indemnification by Glyde. Glyde will indemnify and defend Subscriber against any and all third party claims, demands, suits or proceedings (each a “Claim Against Subscriber”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, or alleging the Services or use of the Services by Subscriber in accordance with the Agreement infringe or misappropriate a third-party commercial business intellectual property rights in its software products and services, provided Subscriber (a) promptly gives Glyde written notice of the Claim Against Subscriber; (b) gives Glyde sole control of the defense and settlement of the Claim Against Subscriber (except that Glyde may not settle any Claim Against Subscriber unless it unconditionally releases Subscriber of all liability related to the Claim Against Subscriber); and (c) gives Glyde all reasonable assistance, at Glyde’s expense. If Glyde receives information about an infringement or misappropriation claim related to the Services, Glyde may in its discretion and at no cost to Subscriber (x) modify the Service so that it no longer infringes or misappropriates, without breaching Glyde’s obligations under Section 3 (Glyde’s Obligations); (y) obtain a license for Subscriber’s continued use of that Service in accordance with the Agreement; or (z) terminate Subscriber’s subscriptions for that Service upon 30 days’ written notice and refund Subscriber any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to a Claim Against Subscriber that results, in whole or in part, from Subscriber Data, a Third-Party Service, the use or combination of the Services with hardware, software, data, or processes not provided or specified by Glyde, if the Services or their use would not infringe third-party rights absent such combination, any intellectual property claim(s) known to Subscriber prior to its subscription to the Services, or Subscriber’s breach of the Agreement.
    2. Indemnification by Subscriber. Subscriber will indemnify and defend Glyde against any and all third party claims, demands, suits or proceedings (each a “Claim Against Glyde”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with (i) Subscriber Data, or (ii) Subscriber’s use of the Services in breach of the Agreement or applicable federal state and local laws, include but not limited to employment discrimination, provided Glyde (a) promptly gives Subscriber written notice of the Claim Against Glyde; (b) gives Subscriber sole control of the defense and settlement of the Claim Against Glyde (except that Subscriber may not settle any Claim Against Glyde unless it unconditionally releases Glyde of all liability related to the Claim Against Glyde); and (c) give Subscriber all reasonable assistance, at Subscriber’s expense. The above defense and indemnification obligations do not apply to a Claim Against Glyde that result, in whole or in part, from the Services or Glyde’s breach of the Agreement. Except with respect to a dispute between Subscriber and Glyde, Subscriber will reimburse Glyde for all costs and reasonable attorneys’ fees for responding to third party or governmental requests for information arising out of or in connection with Subscriber Data or Subscriber’s use of the Services.
    3. Additional Indemnified Parties. For purposes of this Section 14, (a) a Claim Against Glyde shall include a claim against Glyde, Glyde’s Affiliates, and Glyde’s or its Affiliates’ officers, directors, and employees and (b) a Claim Against Subscriber shall include a third-party claim against Subscriber, Subscriber’s Affiliates, and Subscriber’s or its Affiliates’ officers, directors, and employees; provided no indemnified party shall be entitled to any form of equitable or implied indemnification at any time.
    4. Exclusive Remedy. This Section 14 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 14.
15. Assignment.
    1. Subscriber may not assign the Agreement without Gldye’s written consent except in the case of an internal assignment to a Parent as a result of an internal corporate reorganization. 
    2. The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
16. Manner of Giving Notice.
    1. Updates. All updates to the Documentation will be posted to a service portal. Updates to the Documentation will be effective upon posting or delivery; provided, these updates shall not limit the warranties made by Glyde in Section 13.1 as of the start of the term of a Service Order. 
    2. Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; or (c) the first business day after sending by email (provided email shall not be sufficient for notices of an indemnifiable claim). Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other notices to Subscriber shall be addressed to the relevant Services system administrator or other person designated by Subscriber in writing, or, if applicable, as set forth on the Cover Page to the Agreement. 
17. Governing Law and Venue; Attorney’s Fees The governing law of the State of Massachusetts and controlling United States federal law will apply in any lawsuit arising out of or in connection with the Agreement.  The sole and exclusive venue for any lawsuits arising out of the  and the Federal or state courts located in Boston, Massachusetts, USA. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Glyde shall be entitled to its reasonable attorney’s fees, costs and expenses should it prevail in an action for failure to pay due and payable Fees and Expenses and for any infringement or misuse and/or misappropriation of Glyde’s intellectual property.  
18. Publicity.   Neither party may issue press releases relating to this Agreement without the other party’s prior written consent.   Notwithstanding the foregoing, either party may include the name and logo of the other party in its lists of customers or vendors.  Subscriber shall act as a customer reference for Glyde’s products and services.
19. Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
20. Third-Party Beneficiaries. Subscriber acknowledges that Glyde’s licensors and technology providers have required Glyde to agree to certain provisions with Subscriber, including Sections 2 (Subscriber’s Obligations), 7 (Licenses and Proprietary Rights), 11 (Limitation on Liability), 12 (Exclusion of Consequential and Related Damages) and 14 (Indemnification). There are no third-party beneficiaries under the Agreement, AUP or the Documentation.

Entire Agreement. The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the Data Processing Terms, (ii) the applicable Service Order (other than a Reseller Order), (iii) the Agreement, and (iv) the Documentation. Glyde and Subscriber each represent that it has validly entered into the Agreement and has the legal power to do so. Any term or condition stated in a Subscriber online supplier portal click-through, purchase order or other Subscriber order documents (excluding Service Orders) is void. No modification, amendment, or waiver of any provision of the Agreement will be effective unless it exists in writing and is signed by the party against whom the modification, amendment, or waiver is to be asserted. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.