Mayan Master Terms and Conditions

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1. DEFINITIONS

1.1 “Agreement” means these Terms and the Order Form.

1.2 “Confidential Information” means any trade secrets or other information of a party that is not generally available to the public, whether of a technical, business or other nature (including information relating to a party’s technology, products or services); provided that, Confidential Information does not include any information that: (i) is or was acquired by the recipient from a third party and is not subject to an unexpired obligation to such third party restricting use or disclosure thereof, (ii) is independently developed by the recipient without reliance upon or use of any of the Confidential Information, or (iii) is or has become generally publicly available through no fault or action of the recipient.  Without limitation, the Platform and the technologies, methods and techniques by Mayan to perform the Services are Confidential Information of Mayan.

1.3 “Customer” shall mean the entity identified as the “Customer” in the Order Form.

1.4 “Effective Date” shall mean the date identified as the “Effective Date” in the Order Form.

1.5 “Fees” means the fees and expenses payable by Customer for Services, as set forth in the applicable Order Form.

1.6 “Force Majeure” shall have the meaning set forth in Section 10.3 hereto.

1.7 “Initial Term” means the period of time set forth in the Order Form as the “Initial Term.”

1.8 “Order Form” means the order form executed by the parties by which Mayan is to provide Services to the Customer.

1.9 “Payment Method” means current, valid credit card information or other payment method accepted by Mayan, as may be updated from time to time, that is provided by Customer through the Registration Site.

1.10 “Platform” means the Mayan’s proprietary, web-based platform providing for delivery of advertising campaign performance reports, e-commerce sales optimization recommendations and such other features and functionality which Mayan may make available from time to time in its sole discretion.

1.11 “Registration Site” means web pages on the Platform to which these Terms are linked and/or which are filled out by the Customer for the purposes of being onboarded.

1.12 “Renewal Term” means the period(s) of time set forth in the Order Form as the “Renewal Term.”

1.13 “Services” means Mayan’s proprietary digital advertising analysis and optimization services, services included in the Solution Tier, and such other services which Mayan may make available to Customer during the Term.

1.14 “Solution Tier” shall have the meaning set forth in the Order Form.

1.15 “Term” shall have the meaning set forth in the Order Form.

1.16 “Terms” means these Mayan Master Terms and Conditions.

1.17 “Third Party Platforms” means each third party digital advertising or e-commerce platform (e.g., Amazon) in connection with which Customer uses the Platform or Mayan provides Services, as designated in the Order Form or the Registration Site, or as separately agreed to by the parties from time to time in an amendment to this Agreement. 

2. SERVICES

2.1 Provision of Services.  Subject to Customer’s payment of the applicable Fees and all terms and conditions of this Agreement, Mayan agrees to perform the Services with respect to the Third Party Platforms.  Customer shall provide to Mayan its credentials for each Third Party Platform for use by Mayan in the performance of this Agreement.  Customer acknowledges that the Services will be performed on the basis of Mayan using its reasonable efforts and judgment based on the information available to Mayan.  Customer acknowledges that Mayan currently intends to expand the scope of Services to include certain product cataloging, reporting and inventory management services, but that Mayan makes no representation or warranty as to whether or when such additional services may be added to the scope of the Services. 

2.2 Subcontracting.  Notwithstanding anything herein to the contrary, Mayan may fulfill any of its obligations under this Agreement through third party service providers, vendors and suppliers provided that Mayan shall remain responsible for such obligations to the same extent as if performed by Mayan

2.3 Effect of Customer Failure or Delay. Mayan is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

2.4 Data. Customer agrees that: (i) Mayan may use all data generated or collected in connection with the Services (“Data”) for purposes of performing the Services and calculating Fees due hereunder; (ii) Mayan may use or disclose Data as may be required by law or legal process; (iii) Mayan may use Data for purposes of developing and improving its technology, databases, products and services; and (iv) Mayan may process and analyze Data in anonymized and aggregated form for any lawful purpose, including generation of benchmarks and statistical analysis.  In the event Services are terminated, Mayan will expunge Customer Data within 30 days.

2.5 Project Management. Each party shall, throughout the Term, maintain within its organization a project manager to serve as such party's primary point of contact for day-to-day communications, consultation and decision-making regarding the Services. Each such project manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each party shall ensure its project manager has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity.

3. PLATFORM

3.1 Access. Subject to all terms and conditions of this Agreement, Mayan shall provide Customer the right to access and use the Platform during the Term in the manner enabled by Mayan, solely in accordance with any limitations set forth in the Order Form and any reasonable rules or guidelines that Mayan may provide.  Mayan reserves the right to modify and update the features and functionality of the Platform from time to time in its sole discretion. 

3.2 Restrictions. Customer agrees not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any security technology related to the Platform for any reason, or to attempt or assist another person to do so.  Customer is solely responsible for Customer’s conduct (and the conduct of anyone who uses the Platform through credentials provided to Customer) with respect to the Platform. Customer shall not, directly or indirectly: (i) copy, modify, adapt or create derivative works based on the Platform; (ii) disassemble, reverse engineer, or decompile the Platform, or access any of the foregoing in order to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics; (iii) use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit Mayan’s other users from fully enjoying the Platform or that could damage, disable, overburden, or impair the functioning of the Platform; (iv) use the Platform for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates the terms and conditions of this Agreement; (v) delete, obscure, or in any manner alter any brand features, logos, warnings, notices (including any copyright or other proprietary rights notices), or links that appear in the in the Platform, (vi) use any automated means, including agents, robots, scripts, or spiders, to access or use the Platform, (vii) transmit any malicious code (including any viruses, worms, defects, and Trojan horses), or any other items of a destructive nature, (viii) disseminate information or analysis relating to the performance of the Platform or (ix) infringe or violate any of Mayan’s rights. Mayan may suspend or terminate Customer’s access to the Platform in the event of any breach of this Section 3.2. 

3.3 Third Party Services. The Platform may include features or functionality that interoperate with online services operated by third parties (such services, “Third Party Services”), pursuant to agreements between Mayan and the operators of such Third Party Services (such agreements, “Third Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third Party APIs”) which Mayan does not control.  Third Party Agreements and Third Party APIs (and the policies, terms and rules applicable to Third Party APIs) may be modified, suspended or terminated at any time.  Mayan shall have no liability with respect to any such modification, suspension or termination.

4. PAYMENT

4.1 Fees. Other than Fees specified as payable upon the Effective Date and recurring service fees, and except to the extent otherwise specified on the Registration Site, Mayan will calculate all Fees and expenses in arrears on a monthly basis and charge Customer through the Payment Method.  Recurring service fees will be charged to the Payment Method in advance of the applicable time period.  Customer must submit and maintain a valid Payment Method on record with Mayan.  Should a Customer’s payment fail, Customer will be sent an invoice which will be due and payable upon receipt. All payments are due in U.S. dollars.  Customer shall be responsible for any and all use, sales or other taxes arising from use of the Services provided by Mayan or its third party suppliers. 

4.2 Data Access. Fees may be calculated by Mayan from transaction data made available through the Third Party Platforms.  Customer shall provide Mayan with all access to Third Party Platforms as is necessary for Mayan to receive complete and accurate information necessary to calculate all Fees due.  In the event that any Third Party Platform discontinues making available any metric underlying the calculation of any Fees, the parties shall promptly negotiate in good faith a new method of calculating such Fees that approximates the prior method to the extent reasonably possible and execute an amendment to this Agreement providing for such calculation method.  Mayan may suspend provision of Services in the event such amendment is not entered into within fifteen (15) days of such discontinuation.

4.3 Late Payments. In the event of any payment that remains outstanding five (5) days after Mayan’s written notice that such amount is more than five (5) days overdue, Mayan may add a monthly interest charge equal to the lesser of (i) one percent (1%) per month or (ii) the highest lawful rate allowed, on the unpaid balance of an invoice. Without derogation to any other rights and remedies, Mayan may suspend the Services and Customer’s access to the Platform if Customer does not pay undisputed fees within five (5) days of the written notification required in this Section 4.3.

4.4 Taxes. Customer is responsible for paying all applicable fees and taxes it may incur in connection with the Services and Platform.  Customer agrees to pay or reimburse to Mayan (as applicable) any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Customer to Mayan hereunder or this Agreement, excluding taxes based on Mayan’s net income.

5. INTELLECTUAL PROPERTY. 

‍As between the parties, Mayan owns all right, title and interest in and to the Services, the Platform and all software, inventions, proprietary information, techniques, processes, works of authorship, and other technologies and materials owned by Mayan as of the Effective Date or developed, created, conceived, reduced to practice or acquired by or on behalf of Mayan after the Effective Date (collectively the “Mayan Materials”), including all intellectual property rights relating to any of the foregoing. Customer owns all right, title and interest in and to the products, designs, stylings, production, inventions, trade names, and patents related to its’ proprietary brands (collectively and together with the Mayan Materials, “Party Materials”). Both parties agree not to use Party Materials owned by the other party in any way whatsoever except for as expressly authorized under the terms and conditions of this Agreement. No portion of the Party Materials may be copied or reproduced in any form or by any means, except as expressly permitted in this Agreement. Both parties agree not to rent, lease, loan, license, sell, distribute, modify or create derivative works based on Party Materials in any manner, nor to exploit the Party Materials in any unauthorized way whatsoever. Both parties’ logo, and any other proprietary trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of the respective parties. All other trademarks, service marks, graphics, and logos used in connection with the Party Materials are the property of their respective owners. Neither party is granted any right or license with respect to any of the aforesaid trademarks and any use of such trademarks owned by the other party. If either party provides any ideas, suggestions, comments, or other feedback (collectively, “Feedback”) regarding the Party Materials developed to promote the brands and underlying products covered by this agreement, the contributing party grants to the receiving party an unrestricted, perpetual, irrevocable, non-exclusive right to use, disclose, reproduce, license, distribute, and exploit this Feedback as they see fit without obligation or restriction of any kind. Mayan reserves all rights not expressly granted in this Agreement and no licenses or other rights are granted to Customer by implication, estoppel, statute or otherwise.

6. CONFIDENTIALITY

6.1 Restrictions on Use and Disclosure. Both parties acknowledge that either may receive Confidential Information from the other during the Term of this Agreement.  The receiving party shall disclose the other party’s Confidential Information only to its employees having the need to know the information for the purpose of this Agreement, provided that such employees are bound by written confidentiality obligations covering such Confidential Information that are not materially less protective than the terms and conditions of this Section 6.  The receiving party shall treat Confidential Information as it does its own valuable and sensitive information of a similar nature, and, in any event, with not less than reasonable care.  The receiving party shall use the other party’s Confidential Information only in furtherance of this Agreement or as otherwise authorized in writing by the disclosing party.  Upon the disclosing party’s written request, the receiving party shall return or certify the destruction of all Confidential Information.

6.2 Exceptions. The obligations of either party under Section 6.1 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party.  Further, the receiving party may disclose Confidential Information to the extent such disclosure is required by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information. 

6.3 Equitable Relief. Failure on the part of the receiving party to abide by this Section 6 may cause the disclosing party irreparable harm for which damages, although available, may not be an adequate remedy at law.  Accordingly, the disclosing party has the right to seek an injunction or other equitable relief to prevent any violations or attempted violations of this Section 6 and seek to recover court costs and reasonable attorney fees incurred by the disclosing party in the enforcement of this Section 6.

6.4 Publicity. Mayan may reproduce and display Customer’s trademarks and logos on its websites and other marketing materials for purpose of identifying Customer as a customer of the Services.  

7. INDEMNIFICATION

7.1 By Customer. Subject to Section 7.3 below, Customer agrees to, at its own expense, defend and/or settle any claim made by a third party against Mayan or its directors, officers or employees (the “Mayan Indemnitees”) to the extent arising out of or relating to Customer’s use of the Services or Platform, and Customer agrees to indemnify the Mayan Indemnitees against those amounts finally awarded by a court of competent jurisdiction against the Mayan Indemnitees (including damages, interest, losses, costs and expenses including attorneys’ fees) or payable pursuant to a settlement agreed to by Customer with respect to such claims.  

7.2 By Mayan. Subject to Section 7.3 below, Mayan agrees to, at its own expense, defend and/or settle any claim made by a third party against Customer or its directors, officers or employees (the “Customer Indemnitees”) to the extent alleging that the technology underlying the Platform infringes such third party’s copyright or constitutes a misappropriation of such third party’s trade secret, and Mayan agrees to indemnify the Customer Indemnitees against those amounts finally awarded by a court of competent jurisdiction against the Customer Indemnitees (including damages, interest, losses, costs and expenses including attorneys’ fees) or payable pursuant to a settlement agreed to by Mayan with respect to such claims.  If Mayan, in its sole discretion, believes a claim or an adverse judgment in connection with a claim described in the foregoing is likely, then Mayan may, at its option, (a) obtain a license from the claimant that allows Customer to continue to use the Platform, (b) modify or replace the Platform so as to be non-infringing, or (c) if neither (a) nor (b) is available to Mayan on commercially reasonable terms, terminate this Agreement upon written notice.  Mayan shall have no obligation or liability with respect to any claim arising out of or relating to: (1) any unauthorized use of the Platform; (2) any combination or use of the Platform by Customer with any non-Mayan software, technology or services, where the claim would not have arisen but for such combination or use; (3) any materials, information or data provided by Customer, or any use by Mayan of the foregoing; or (4) Mayan’s implementation of any feature or functionality requested by Customer where the claim would not have arisen but for such implementation.  This Section 7.2 sets forth the entire liability of Mayan and the sole and exclusive remedy of Customer in the event of any claim that any Mayan Materials infringe any third party Intellectual Property Rights.

7.3 Procedure. A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, provided that any failure to give or delaying giving notice shall only relieve the indemnifying party of its obligations only to the extent it materially prejudices the indemnifying party’s ability to defend the applicable claim; (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party and approved of by the indemnified party (such approval not to be unreasonably withheld or delayed), and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information.  No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party which shall not be unreasonably withheld.  The indemnifying party shall not admit fault by the indemnified party or enter into any settlement agreement that imposes any obligations or restrictions on the indemnified party (other than monetary obligations which will be satisfied by the indemnifying party) without the indemnified party’s consent, which shall not be unreasonably withheld.  Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.

8. LIMITED WARRANTIES

8.1 By Mayan. Mayan represents and warrants that: (i) will perform the Services in material accordance with Mayan’s specifications therefor; and (ii) it shall comply in all material respects with all applicable laws, rules and regulations in its performance of the Services.  Customer’s sole remedy and Mayan’s exclusive liability for any breach of the foregoing subsection (i) is, provided that Customer notifies Mayan in writing of the breach within five (5) days thereof, Mayan will (at Mayan’s discretion) either re-perform the noncompliant Services or provide Customer with a refund of any prepaid Fees attributable thereto. 

8.2 By Customer. Customer represents and warrants to Mayan that: (i) it has all necessary rights with respect to all Third Party Platform credentials provided to Mayan hereunder for use by Mayan in connection with the Services; and (ii) it shall not use the Services in relation to any activity that would violate any applicable law, rule or regulation, including without limitation those relating to privacy or data protection (such as applicable FTC regulations, COPPA and CAN-SPAM. 

8.3 Mutual Warranties. Each party represents and warrants that: (i) it has the legal right, capacity and authority to enter into this Agreement and the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action; and (ii) the execution, delivery and performance of this Agreement by such party will not violate, conflict with, or cause a default under (a) its charter documents or bylaws or (b) any material agreement, lease, mortgage, instrument or other contract to which such party is bound.

8.4 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAYAN DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT.  MAYAN DOES NOT WARRANT THAT CUSTOMER’S ACCESS TO AND USE OF THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.  MAYAN MAKES NO WARRANTIES REGARDING THE RESULTS OF USE OF THE SERVICES OR PLATFORM, INCLUDING WITHOUT LIMITATION THAT USE OF THE SERVICES OR PLATFORM SHALL RESULT IN INCREASED ENGAGEMENT WITH CUSTOMER’S ADVERTISEMENTS OR ANY INCREASE IN SALES OF CUSTOMER’S PRODUCTS AND SERVICES.

9. LIMITATION OF LIABILITY

9.1 DISCLAIMER. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR RELATING TO, THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. 

9.2 LIMITATION. IN THE EVENT THAT EITHER PARTY IS HELD TO BE LIABLE TO THE OTHER FOR ANY CAUSE, WHETHER FOR NEGLIGENCE, TORT, BREACH OF CONTRACT, OR FOR ANY OTHER CAUSE OF ACTION, SUCH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER HEREUNDER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FOR THE SERVICES IN CONNECTION WITH WHICH THE CLAIM FOR LIABILITY AROSE.

9.3 Exceptions; Clarifications. The parties agree that (i) the limitations of this Section 9 shall not limit the parties’ indemnification obligations pursuant to Section 7, or apply to a breach of such indemnification obligations or a breach of Section 6, and (ii) the limitations specified in Section 8 and Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Customer acknowledges that Mayan has set the Fees and entered into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth in these Terms and that the same forms an essential basis of the bargain between the parties.

10. TERM AND TERMINATION

10.1 Term. The Term of the Agreement is as set forth in the Order Form.

10.2 Termination for Breach. Each party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party materially breaches this Agreement and fails to correct the breach within such thirty (30) day period, provided, however, that Mayan may terminate this Agreement if Customer fails to pay overdue Fees not the subject of a good faith dispute within ten (10) days of Mayan’s provision of an overdue notice. Furthermore, each party may terminate this Agreement upon written notice if the other party ceases to conduct business (except for Force Majeure), becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within sixty (60) days, or makes an assignment for the benefit or its creditors.  

10.3 Force Majeure. Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by riot, fire, natural disaster, utilities and communications failures, governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non performing party (“Force Majeure”), provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible.

10.4 Other Remedies. Termination will be in addition to and not in lieu of any equitable remedies available to the parties.  Termination of this Agreement shall not derogate from any accrued obligations or liabilities hereunder.  Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any suspension or termination of this Agreement by such party or any expiration hereof which complies with the terms of the Agreement, whether or not such party is aware of any such damage, loss or expenses.

10.5 Effect of Termination. Upon expiration or termination of this Agreement, all the provisions of this Agreement shall terminate, except that Sections 1, 2.3, 3.2, 3.3, 4, 5, 6, 7, 8.4, 9, 10.4, 10.5 and 11 of these Terms will survive termination or expiration of the Agreement for any reason according to their respective terms. 

11. GENERAL

11.1 Governing Law. This Agreement shall be governed by the laws of the state of California without regard to its principles of conflicts of law that would permit the application of the law of any other jurisdiction.  The parties agree that the state and federal courts in California, will have exclusive jurisdiction under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively. The parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

11.2 Assignment. Neither party assign any of its rights or obligations under this Agreement without the prior written consent of the other party, provided that no such consent is required for an assignment that is a part of a merger, consolidation, reorganization or change in control of the assigning party, or any sale of all or substantially all of the assigning party’s assets related to this Agreement or similar transaction.  Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve, as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

11.4 Independent Contractors. Mayan and Customer are not partners or in a joint venture; neither party is the agent, representative nor employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship.  Neither party will have any responsibility nor liability for the actions of the other party except as expressly provided herein.  Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party.

11.5 Notices. All notices and other legal communications permitted or required to be given under this Agreement shall be deemed to have been duly given if such notice of communication shall be in email with return receipt confirmation or in writing and sent by personal delivery or internationally recognized overnight carrier, costs of transmission and delivery prepaid, to the parties at addresses specified in the Order Form until such time as either party hereto shall give the other party hereto written notice of a change of address in accordance with the provisions hereof.

11.6 Entire Agreement; Precedence. Each party acknowledges and agrees that this Agreement is the complete statement of the agreement between the parties, and that this Agreement supersedes all prior proposals, understandings and arrangements, oral or written, between the parties relating to this Agreement. Neither party is relying on any representation or warranty made by the other party with respect to the Services, Platform or other subject matter of this Agreement that is not expressly set forth herein.  In the event of any conflict between any provision of these Terms and a provision of the Order Form, the provision of the Order Form shall control to the extent of such conflict. 

11.7 Headings. The headings of the sections and paragraphs of this Agreement shall be for convenience only.