Version 1.0 | Last revised on: 07/24/2022
This Master Services Agreement (this “MSA”) is entered into by and between Transpose Data Inc., a Delaware corporation located at 86 E 10th St. Apt 1, New York, NY 10003 (“Transpose”), and the Customer (“Customer”) identified in the initial Order into which this MSA is incorporated (the “Initial Order”) as of the Effective Date thereof.
1.1. “Agreement” means this MSA together with all Orders, which are hereby incorporated by reference, and all other terms and conditions have been incorporated herein by reference.
1.2. “API” means the application programming interface for sending data to or receiving data from the Service and any software libraries made available to Customer for accessing the foregoing.
1.3. “Authorized Purpose” means the authorized purpose set forth in an Order.
1.4. “Customer Platform” means Customer’s web-based or mobile platform through which Customer will make
the Service available.
1.5. “Documentation” means any user instructions, manuals, on-line help files, or other materials that are provided by Transpose in connection with the SDK, API, or Service.
1.6. “Effective Date” means the effective date of the Order into which this MLA is incorporated.
1.7. “Employee Users” means Customer’s employee or contractor personnel authorized by Customer to access
and use the Service in connection with the Authorized Purpose.
1.8. “End Users” means any individual end users of the Customer Platform.
1.9. “Initial Term” means, with respect to an Order, the period of time commencing on the Effective Date set forth therein and continuing for the duration of the initial term set forth in that Order.
1.10. “Order” means the Initial Order into which this MSA is incorporated (and any successors thereto) referencing the Agreement and setting forth (i) the Service or Professional Services to be provided, and (ii) any additional terms applicable to the particular SDK, API, and Service to be provided pursuant to the Agreement.
1.11. “Professional Services” means the implementation and training services, if any, identified in an Order.
1.12. “SDK” means the software development kit for End Users to submit queries to the Service that is capable of
being embedded into and integrated with the Customer Platform.
1.13. “Service” means Transpose’s proprietary platform, as accessed through the API, that enables Customer and Customer’s End Users to query aggregated blockchain data.
1.14. “Transpose Technology” means, collectively, the Service, API, SDK, Dashboard, Documentation, and any other services to be provided pursuant to the Agreement.
2.1. Service.
Subject to Customer’s ongoing compliance with the terms of the Agreement, Transpose hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, internal right commencing on the Effective Date set forth on the applicable Order and continuing for the remainder of the applicable Order Term (as defined below) to only access and use, and allow Employee Users to access and use, the Service and Dashboard solely for Customer’s internal business purposes in connection with the Authorized Purpose subject to any limitations set forth in the Order.
2.2. API and SDK License.
Subject to Customer’s ongoing compliance with the terms of the Agreement (including the terms and conditions of the applicable Order and timely payment of all applicable Fees), Transpose hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, internal use only license, during the period of time commencing on the Effective Date set forth in an Order and continuing for the duration of the applicable Order Term to: (i) integrate and embed the SDK into and make the SDK available to End Users through the Customer Platforms, (ii) use the API to submit to and obtain information from the Service in accordance with any associated Documentation solely as necessary in connection with the use of the Service for the Authorized Purpose; (iii) make only those copies of the API and SDK necessary to exercise Customer’s rights under the foregoing (i) and (ii); and (iv) make only those copies of the Documentation reasonably necessary to exercise Customer’s rights hereunder and use any Documentation in connection with Customer’s use of the Service, SDK, and API.
2.3. Professional Services.
Subject to Customer’s timely payment of all applicable Fees, Transpose will use commercially reasonable efforts to provide to Customer the Professional Services, if any, set forth in the Order. Transpose will own and retain all right, title, and interest, including all intellectual property and proprietary rights, in and to any work product or deliverables created in connection with the Professional Services. Nothing in the Agreement or any attachment hereto shall be understood to prevent Transpose from developing similar work product or deliverables for other customers.
2.4. Restrictions.
Customer shall not, directly or indirectly, and shall not authorize any third party to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Transpose Technology or results provided in connection with Professional Services (except to the extent expressly made available to Customer by Transpose or permitted by applicable law notwithstanding this restriction); (ii) write or develop any program based upon the Transpose Technology or any portion of any of the foregoing, or otherwise use the Transpose Technology in any manner for the purpose of developing, distributing or making available products or services that compete with the Transpose Technology; (iii) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Transpose Technology or any rights to any of the foregoing; (iv) permit the Transpose Technology to be accessed or used by any persons other than Employee Users and End Users accessing or using the Transpose Technology in accordance with the Agreement; (v) alter or remove any trademarks or proprietary notices contained in or on the Transpose Technology; (vi) circumvent or otherwise interfere with any authentication or security measures of the Transpose Technology or otherwise interfere with or disrupt the integrity or performance of the foregoing; or (vii) otherwise use the Transpose Technology for any purpose other than the Authorized Purpose or except as expressly permitted hereunder. Customer represents and warrants that it and all Employee Users will, at all times during the Term, comply with all applicable laws in connection with its use of the Transpose Technology. Transpose may suspend Customer’s, or an Employee User’s access to the Service for any period during which Customer or an Employee User is, or Transpose has a reasonable basis for alleging Customer or an Employee User is, in noncompliance with the foregoing. Customer must limit Customer’s use of the Service in accordance with any limitations indicated in the Order, and Customer acknowledges and agrees if Customer uses the Service in excess of the limitations indicated in an Order, Transpose reserves the right to (a) limit Customer’s use of the Services, and/or (b) charge Customer for any excess use at Transpose’s then-standard rates. Customer acknowledges that Transpose may, but is under no obligation to, monitor Customer’s use of the Services, including without limitation to ensure compliance with this Section 2.4.
2.5. Service Levels and Support.
Commencing on the applicable Effective Date and continuing for the remainder of the applicable Order Term, Transpose will make the Service available in accordance with and provide the support in accordance with Transpose’s then-current policies and procedures. Customer acknowledges and agrees that Customer’s sole and exclusive remedy and Transpose’s entire liability arising out of any failure to meet any specific uptime commitments set forth in an Order are those remedies set forth in the applicable Order.
3.1. Fees.
During the Term, Customer will pay Transpose all fees of the type and amount set forth in an Order (“Fees”). Customer will pay for any excess usage beyond any usage limitations or metrics on which Fees are based at the rates set forth in the Order, or, if no such rates are set forth on the Order, then at Transpose’s then-current standard rates for such usage.
3.2. Payment.
Unless otherwise set forth in an Order, Fees for access to and use of the Service will be invoiced in advance on a monthly basis. If fees for Professional Services are not set forth on the Order, such fees will be paid for services to be rendered at Transpose’s then prevailing time and materials rates. Customer agrees to promptly reimburse Transpose upon invoice for any actual, out-of-pocket travel and lodging expenses incurred by Transpose in connection with any on-site Professional Services set forth in an Order. Unless otherwise set forth in an Order: (i) all Fees are non-cancellable, non-refundable, and non-recoupable; and (ii) all invoices for Fees are due and payable in United States dollars within 30 days after the invoice date, without deduction or setoff. Interest accrues from the due date at the lesser of 1.5% per month or the highest rate allowed by law. Customer is responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Transpose’s net income).
3.3. Promotional Terms.
Certain Services may be made available to Customer on a free or promotional trial basis (a “Promotional Term”), the duration and terms of which such Promotional Term will be set forth in an Order. Unless otherwise expressly set forth, your use of any such Service(s) will expire at the end of the Promotional Term, and any further use of such offerings is subject to our then-standard applicable Fees and commercial terms.
Customer acknowledges that Transpose owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Transpose Technology, including all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions, works of authorship, and other tangible and intangible material and information pertaining thereto or included therein, and nothing in the Agreement shall preclude or restrict Transpose from using or exploiting any concepts, ideas, techniques or know-how of or related to the Transpose Technology or otherwise arising in connection with Transpose’s performance under the Agreement. Other than as expressly set forth in the Agreement, no licenses or other rights in or to the Transpose Technology are granted to Customer and all such rights are hereby expressly reserved.
5.1. Term.
The Agreement will start on the Effective Date and will continue until terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in an Order, each Order will continue until completion of the Initial Term, and upon expiration of the Initial Term, shall automatically renew, except as expressly set forth on the Order, for consecutive periods of the same duration as the Initial Term (each such period with respect to that Order, a “Renewal Term” and all Renewal Terms of an Order together with the Initial Term of that Order, the “Order Term”) unless either party provides notice of non-renewal at least 30 days prior to the end of the then current Initial Term or Renewal Term.
5.2. Termination.
Either party may terminate the Agreement by written notice: (i) if no Orders have been in effect between the parties for a period of thirty (30) consecutive days; (ii) if the other party is in material breach of the Agreement, where such material breach is not cured within thirty (30) days after written notice of such breach; or (iii) if: (a) the other party ceases to carry on its business; (b) a receiver or similar officer is appointed for the other party’s business, property, affairs or revenues and such proceedings continue for forty-five (45) days; (c) the other party becomes insolvent, admits in writing its inability to pay debts generally as they come due, is adjudicated bankrupt, or enters composition proceedings, makes an assignment for the benefit of its creditors or another arrangement of similar import; or (d) proceedings under bankruptcy or insolvency laws are commenced by or against the other party and are not dismissed within forty-five (45) days. Notwithstanding anything to the contrary herein, if Customer fails to pay any amounts owed to Transpose within fifteen (15) days after written notice of nonpayment of any amounts owed to Transpose, which may be provided any time after any amount becomes past due, Transpose may immediately terminate this Agreement. For the avoidance of doubt, Customer’s noncompliance with Section 2.4 shall be deemed a material breach of the Agreement.
5.3. Effect of Termination.
Upon the effective date of the expiration or termination of the Agreement for any reason: (i) Customer’s access to the Service, and the licenses granted to Customer hereunder will automatically terminate; (ii) all outstanding payment obligations of Customer will become due and payable immediately; and (iii) Customer shall immediately return, or at Transpose’s request destroy and certify the destruction of any tangible embodiments of Transpose’s Confidential Information, including all copies of the SDK and API. The following provisions will survive the expiration or termination of the Agreement for any reason: Sections 1, 2.4, 3, 4, 5.3, and 6 through 10.
6.1. Definition.
“Confidential Information” means: (i) any information disclosed, directly or indirectly, by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to the Agreement that is designated as “confidential,” or in some other manner to indicate its confidential nature; and (ii) any information that otherwise should reasonably be expected to be treated in a confidential manner based on the circumstances of its disclosure or the nature of the information itself. Without limiting the foregoing, the Transpose Technology, the functionality and performance of the Transpose Technology, including any metrics pertaining thereto, and any fraud assessments provided by Transpose in connection with any identity verification are the Confidential Information of Transpose, and the terms (but not the existence) of the Agreement will be kept confidential by each party as the other party’s Confidential Information. However, Confidential Information does not include any information that: (a) is or becomes generally known and available to the public through no act of the Receiving Party; (b) was already in the Receiving Party’s possession without a duty of confidentiality owed to the Disclosing Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party.
6.2. Use; Maintenance.
Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under the Agreement. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except: (i) to its advisors, or prospective investors or purchasers, in each case subject to written obligations of confidentiality, or (ii) where the Receiving Party becomes legally compelled to disclose Confidential Information, notwithstanding the Receiving Party’s having given the Disclosing Party prior notice of such legally compelled disclosure and a reasonable opportunity to seek a protective order or other confidential treatment for such Confidential Information (if permitted by applicable law). Each party will take reasonable measures and care to protect the secrecy of, and avoid disclosure and unauthorized use of the other party’s Confidential Information, and will take at least those measures taken to protect its own most highly confidential information.
7.1. By Transpose.
Transpose shall: (i) defend, or at its option settle, any claim brought against Customer by a third party to the extent it alleges that the Transpose Technology or Customer’s use, as authorized in the Agreement, of the Service during the applicable Order Term constitutes a direct infringement of U.S. copyrights or trade secrets of any third party (a “Claim”); and (ii) pay any damages awarded in a final judgment (or amounts agreed in a monetary settlement) in any such Claim defended by Transpose; provided that Customer provides Transpose (a) prompt written notice of, (b) sole control over the defense and settlement of, and (c) all information and assistance reasonably requested by Transpose in connection with the defense or settlement of, any such Claim. If any Claim is brought or threatened, Transpose may, at its sole option and expense: (w) procure for Customer the right to continue to use the Transpose Technology; (x) modify the Transpose Technology, as applicable, to make it non-infringing; (y) replace the affected aspect of the Transpose Technology with non-infringing technology having substantially similar capabilities; or (z) if none of the foregoing is commercially practicable, terminate the Agreement. Notwithstanding the foregoing, Transpose will have no liability to Customer: (1) for any use of the Transpose Technology in combination with software, products or services not provided by Transpose; to the extent that the Transpose Technology would not be infringing but for such combination or modification; or (2) for Customer’s failure to use the Transpose Technology in accordance with the Agreement.
7.2. Disclaimer.
SECTION 7.1 STATES THE ENTIRE LIABILITY OF TRANSPOSE, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY TRANSPOSE, THE TRANSPOSE TECHNOLOGY, OR ANY PART THEREOF.
7.3. By Customer.
Notwithstanding anything to the contrary in Section 7.1, Customer shall defend or, at its option, settle, any claim brought against Transpose by a third party: (i) arising out of any unauthorized access or use of the Service by Customer or any Employee Users or any third party utilizing any access credentials of Customer or any Employee Users; (ii) arising out of the use of the Service in violation or in connection with a violation of applicable law; or (iii) arising out of the operation of Customer’s business. Customer will indemnify Transpose for all costs, liabilities, damages, and expenses incurred by Transpose (or the amount of any settlement entered into or approved in writing by Customer) with respect to such a claim. Transpose shall provide Customer with: (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim.
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, TRANSPOSE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, LOSS OF DATA, OR ACCURACY OF RESULTS. TRANSPOSE DOES NOT WARRANT THAT THE TRANSPOSE TECHNOLOGY WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ANY PARTICULAR DEVICE, OR THAT ANY DATA PROVIDED BY OR THROUGH THE TRANSPOSE TECHNOLOGY WILL BE ACCURATE OR COMPLETE. CUSTOMER ACKNOWLEDGES AND AGREES THAT (i) TRANSPOSE AND THE SERVICE ONLY DATA AGGREGATE DATA COLLECTED FROM PUBLICLY-AVAILABLE THIRD-PARTY BLOCKCHAIN SOURCES; (ii) SUCH INFORMATION IS NOT GUARANTEED TO BE ACCURATE OR TO SATISFY ANY LEGAL OR THIRD-PARTY STANDARDS; TRANSPOSE CANNOT AND DOES NOT REPRESENT THAT ANY THIRD-PARTY SOURCE HAS THE RIGHTS TO MAKE SUCH DATA AVAILABLE, NOR THAT CUSTOMER CAN USE SUCH DATA FOR ANY PURPOSE; AND (iv) CUSTOMER BEARS ALL RESPONSIBILITY, AND TRANSPOSE WILL HAVE NO LIABILITY FOR CUSTOMER’S USE OF ANY DATA PROVIDED BY THE SERVICE OR BY TRANSPOSE, INCLUDING ANY DECISIONS MADE BY CUSTOMER BASED ON ANY SUCH DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT CUSTOMER’S USE OF THE SERVICE, AND ANY DATA PROVIDED THEREBY OR RECEIVED THEREFROM, COMPLIES WITH APPLICABLE LAW.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS: (i) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) NEITHER PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THE AGREEMENT (EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS) WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TRANSPOSE’S TOTAL INDEMNIFICATION LIABILITY HEREUNDER SHALL NOT EXCEED TWO TIMES (2x) THE AMOUNT PAID BY CUSTOMER HEREUNDER DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
10.1. Assignment.
Neither party may assign the Agreement or any of its rights or obligations under the Agreement without the prior written consent of the other party, except that Transpose may assign the Agreement without the consent of Customer as part of a corporate reorganization, or upon a change of control, consolidation, merger, sale of all or substantially all of its business or assets related to the Agreement, or a similar transaction or series of transactions. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
10.2. Force Majeure.
Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, pandemic, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure or degradation of the Internet. The delayed party shall give the other party notice of such cause and shall use its commercially reasonable efforts to correct such failure or delay in performance.
10.3. Governing Law.
The Agreement shall be governed by and construed under the laws of the State of New York without reference to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Subject first to Section 10.6, if a lawsuit or court proceeding is permitted under the Agreement, the parties will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and the parties hereby agree and consent to the exclusive jurisdiction and venue of such courts.
10.4. Publicity.
Transpose may use Customer’s name as a reference for marketing or promotional purposes on Transpose’s website and in other communication with existing or potential Transpose customers; subject to Customer’s prior approval of any such use.
10.5. Government Rights.
Transpose provides the Transpose Technology, including any related software, data, and technology, for ultimate government end use solely in accordance with the following: The Service, API, and SDK shall constitute “commercial” computer software. Government technical data and software rights related to the Service, SDK and API include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Customer-Side Application) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Customer-Side Application or Computer Customer-Side Application Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Transpose to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
10.6. Arbitration.
The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within 30 days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in New York, New York, USA. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The selection of an arbitrator under the rules of the AAA will be final and binding on the parties. The arbitrator must be independent of the parties. The arbitrator’s decision will be final and binding on both parties, and the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The costs and expenses of the arbitration will be shared equally by both parties; however, if the arbitrator finds that either the substance of the claim or the relief sought in arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. Notwithstanding the foregoing, this Section 10.6 will not prohibit either party from: (i) bringing an individual action in small claims court; (ii) seeking injunctive or other equitable relief in a court of competent jurisdiction; (iii) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or (iv) filing suit in a court of law to address an intellectual property infringement or misappropriation claim. If this Section 10.6 is found to be unenforceable, the parties agree that the exclusive jurisdiction and venue described in Section 10.3 will govern any action arising out of or related to the Agreement.
10.7. Miscellaneous.
In the event of a conflict between this MSA and any Order, the terms and conditions of this MSA will prevail unless otherwise expressly stated in the Order. The Agreement is the sole agreement of the parties concerning the subject matter hereof, and supersedes all prior agreements and understandings with respect to said subject matter. Customer may not subcontract or delegate any rights or obligations granted to it under the Agreement to any third parties, including its consultants or contractors, without the prior written consent of Transpose. Customer agrees that it is solely responsible for any liability arising out of End Users’ or Employee Users access and use of the Transpose Technology in violation of this Agreement. No terms of any purchase order, acknowledgement, or other form provided by Customer in connection with an Order will modify the Agreement, regardless of any failure of Transpose to object to such terms. Any ambiguity in the Agreement shall be interpreted without regard to which party drafted the Agreement or any part thereof. There are no third party beneficiaries to the Agreement. The Agreement may only be amended by a writing signed by both parties. The Agreement may be executed in counterparts. The headings in the Agreement are inserted for convenience and are not intended to affect the interpretation of the Agreement. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party set forth above, or to such other address as either party may substitute by written notice to the other, or by email. Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courier service, 3 days after deposit in certified mail, or upon sending of an email expressly referencing this Section 10.7 to an address designated by a party for such purpose. The relationship between the parties shall be that of independent contractors. Transpose may use subcontractors or otherwise delegate aspects of its performance under the Agreement; provided that Transpose shall remain responsible hereunder for any such subcontractor’s performance. Waiver of any term of the Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of the Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of the Agreement and the remainder of the Agreement will continue in full force and effect without said provision. The parties agree to comply with all applicable export control laws and regulations related to their performance of the Agreement.
