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Master Subscription Agreement (MSA)

Ownbackup · Jan 15, 2025 · article

14.1. Entire Agreement and Amendment. This MSA (including all exhibits, schedules and attachments thereto) and the Order Forms constitute the entire agreement of the parties and supersede all prior and contemporaneous discussions and agreements, oral and written, related to this MSA’s subject matter. No representation, promise or inducement not included in this MSA or an Order Form is binding, and neither party is relying on any representation, promise or inducement not expressly included in this MSA or Order Form concerning the subject matter hereof.. Any amendment or modification of this MSA or an Order Form requires both parties’ signatures. In the event of any inconsistency among the following documents, the order of precedence shall be: (1) Order Forms, (2) this MSA and (3) the Documentation. We reject any term or condition in any of Your form purchasing documents (excluding Order Forms).

14.2. No Assignment. Neither party may assign or transfer this MSA or an Order Form to a third party, except that this MSA with all Order Forms may be assigned, without the consent of the other party, to an Affiliate, or, as part of a merger, or sale of substantially all a party’s assets, business, or equity interests not involving a competitor of the other party.

14.3. Export Compliance. The Applications and Confidential Information 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. Neither party will permit its personnel or representatives to access any Application in a U.S.-embargoed country or in violation of any applicable export law or regulation.

14.4. Anti-Corruption. The parties shall comply with all applicable laws relating to anti-bribery and anti-corruption. Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this MSA.

14.5. Corporate Responsibility. We are committed to ethical and responsible business practices. For more information, please see our Business Conduct Principles at https://www.owndata.com/legal/.

14.6. Purchases Through Resellers. To the extent this MSA governs your use of Applications purchased through our authorized reseller, terms agreed between us and the reseller concerning fees, payment, support and renewal will take precedence over those in Sections 3.1 (Provision of Applications and Support) and 8.2 (Term of Order Forms) and Article 5 (Payment) above.

14.7. Notices. Notices under this MSA will be written and be effective on (i) the second business day after mailing, (ii) confirmed delivery by courier service, or (iii) except for notices of breach or an indemnifiable claim (Legal Notices), the day sent by email. Notices to us will be addressed to its VP Customer Success, with a copy to its General Counsel, at the address first listed above, and to success@owndata.com with a copy to legal@owndata.com. Billing notices to you will be addressed to the relevant billing contact designated by you, and Legal Notices to you will be addressed to you and be clearly marked as Legal Notices. Other notices to you will be addressed to the account contact designated by you.

14.8. Independent Contractors. The parties are independent contractors with respect to each other.

14.9. Waiver and Enforceability. Any waiver of a right under this MSA requires the waiving party’s signature. If any term of this MSA is invalid or unenforceable, the other terms remain in effect.

14.10. Money Damages Insufficient. A party’s breach of its confidentiality obligations under this MSA or violation of the other party’s intellectual property rights could cause the other party irreparable harm. The other party may seek a court order to stop or prevent any such breach or violation.

14.11. Feedback. If You provide feedback or suggestions about the Applications, then we (and those we allow to use our technology) may use such information without obligation to you; provided you will have no liability in connection with such feedback and we will not identify you as its source.

14.12. Reference. We may include your name and logo in sales and marketing materials, in accordance with any branding guidelines provided by you.

14.13. No Third-Party Beneficiaries. There are no third-party beneficiaries under this MSA.

14.14. Section Headings and Plain-English Summaries. Section headings and plain-English summaries are provided for your convenience only, and do not form part of, and should not be used to interpret, this legal agreement. You shouldn’t rely on them for any legal or contractual purpose.

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https://www.owndata.com/legal/msa