Last updated May 28th, 2025
This Master Service Agreement (this “Agreement”) is entered into by and between the customer (“Customer”) and Covey, Inc., a Delaware corporation (“Covey”) (Customer and Covey each, a “party” and collectively, the “parties”) sets forth the terms and conditions under which Customer may subscribe to certain products and services of Covey as set forth in one or more order forms or other ordering documents executed by the parties that reference this Agreement (each, an “Order Form”).
1.1. Provision of Products and Services.Subject to the terms and conditions of this Agreement, Covey will provide Customer with the online software-as-a-service products and services on a subscription basis for the Subscription Term (defined below), and such other products and services, as set forth on an applicable Order Form (collectively, the “Covey Service(s)”). Covey Services include Covey Software (defined below). Each Order Form will be incorporated into, and is fully governed by, this Agreement upon execution of the Order Form by both parties. In the event of any conflict or inconsistency between this Agreement and an Order Form, this Agreement shall control.
1.2. Access to Services.Customer may access and use the Covey Services on a non-exclusive and non-transferrable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, the applicable Order Form, and any end user technical documentation provided by Covey for such Covey Services (“Documentation”). To the extent Covey provides Customer with any downloadable software, agents, SDKs, APIs, or other code in connection with the Covey Services (“Covey Software”), Covey grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Covey Software during the applicable Subscription Term solely as reasonably necessary for Customer's use of the Covey Services in accordance with this Agreement. For clarity, except for Covey Software, Covey's software products are provided on a remote, software-as-a-service basis only.
1.3. Permitted Users.Customer may permit its employees, agents, independent contractors and consultants to use the Covey Services on its behalf (“Permitted Users”), provided Customer remains responsible for the acts and omissions of each such Permitted User. Use of the Covey Services by Customer in the aggregate must be within the restrictions set forth in the applicable Order Form (if any). If Customer is given passwords to access Covey Services on Covey's systems, Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall promptly notify Covey: (a) if Customer has reason to suspect that any user ID or password has been lost, stolen, compromised, or misused, and (b) of any unauthorized access to or use of the Covey Services. Customer shall be responsible for any and all actions taken using Customer's accounts and passwords.
1.4. Use by Affiliates.Each of Customer's Affiliates (defined below) identified on an Order Form will be entitled to access and use the applicable Covey Services in accordance with this Agreement and the applicable Order Form; provided that Customer shall remain responsible to Covey for the actions and omissions of each such Affiliate (and each of such Affiliates' Permitted Users). The terms of this Agreement will govern, and will be incorporated by reference into, each such Order Form as if this Agreement were separately executed by the applicable Customer Affiliate, and the term “Customer” as used in this Agreement will be deemed as applying to such Customer Affiliate for the purposes of such Order Form. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
1.5. General Restrictions.Customer shall not, and shall not allow any third party (including any Permitted User) to: (a) sell, rent, lease or use any Covey Service for time sharing purposes; (b) use any Covey Service to help develop, or help provide to any third party, any product or service similar to or competitive with any Covey Service; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of any Covey Service; (d) copy, modify or create derivative works from any Covey Service or any Documentation; (e) remove or obscure any copyright or proprietary or other notice contained in any Covey Service or Documentation; (f) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (g) access or use any Covey Services in a manner intended to circumvent or exceed service account limitations or requirements; (h) use any Covey Services in a manner that violates any applicable law, regulation, or legal requirement or obligation; (i) use any Covey Services in violation of any third-party rights of privacy or intellectual property rights; (j) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Covey Services; (k) post, upload, transmit or provide any Customer Data (defined below) that Covey reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; or (l) use the Covey Services except as expressly permitted by this Agreement.
2.1. Generally.“Customer Data” means information, data, and other content, in any form or medium, that is downloaded or otherwise received from Customer (including from a Permitted User on Customer's behalf) by or through the Covey Services or provided by Customer to Covey to input into the Covey Services. Customer represents and warrants to Covey that Customer's use of the Covey Services and all Customer Data is and will be at all times compliant with Customer's privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data (including Personal Data as defined in the DPA (defined below), if applicable). Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Covey that Customer has sufficient rights in the Customer Data to grant the rights granted to Covey in Section 2.2 below and that the Customer Data does not infringe or otherwise violate the rights of any third party.
2.2. Rights in Customer Data.As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. Customer hereby grants to Covey, during the applicable Subscription Term, a non-exclusive, worldwide, irrevocable (solely during the applicable Subscription Term), transferable (solely in accordance with Section 13.3), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display the Customer Data in order to: (a) provide the Covey Services to Customer; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice).
2.3. De-identified Data.Covey may also create and use de-identified data related to Customer's use of the Covey Services to improve Covey's products and services, to develop new products and services, and for its other business purposes (and such de-identified data will be owned by Covey).
3.1. Ownership.Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to access and use the Covey Services set forth on the applicable Order Form. Customer agrees that Covey or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to (a) the Covey Services, Documentation, and any and all related and underlying technology, documentation, and other information, (b) any intellectual property it develops hereunder, and any derivatives thereof, and (c) all improvements or modifications to the foregoing (a) and (b) ((a), (b) and (c) individually and collectively, “Covey Technology”).
3.2. Feedback.In the event Customer or any Permitted User provides Covey with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Covey Services (“Feedback”), Customer hereby assigns and shall cause all Permitted Users to assign to Covey all right, title and interest in and to such Feedback, including all intellectual property rights therein, and acknowledges that Covey shall own such Feedback.
4.1. Subscription Term and Renewals.Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the “Initial Term”). Thereafter, each Order Form will automatically renew for successive renewal terms of equal length to the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Subscription Term”), unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. If no term is stated on an Order Form, the Initial Term for such Order Form is one (1) year.
4.2. Fees and Payment.All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of Customer's receipt of Covey's invoice, unless otherwise specified in the applicable Order Form. Except as otherwise set forth in the applicable Order Form, all fees are due and payable in advance at the start of the applicable Initial Term (and each Renewal Term). Fees are payable by credit card, check, or through automated clearing house (“ACH”) transfers and Customer authorizes Covey to charge its credit card or bank account for all such fees. Upon Covey's request, Customer agrees to promptly complete and submit an ACH authorization form to Covey. Except as expressly set forth in Section 6 or 8, all fees are non-refundable. Fees are exclusive of taxes, and Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Covey. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).
4.3. Suspension of Service.If Customer's account is ten (10) days or more overdue, in addition to any of its other rights or remedies, Covey reserves the right to suspend Customer's access to the applicable Covey Service without liability to Customer until such amounts are paid in full. Covey also reserves the right to suspend Customer's access to the Covey Services immediately if Customer's use of the Covey Services: (a) materially violates this Agreement; (b) is improper or substantially exceeds or differs from normal use by other users; (c) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; or (d) to protect the integrity or availability of the Covey Services or Covey's systems.
5.1. Term.This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below.
5.2. Termination.Either party may terminate this Agreement with at least five (5) days’ prior written notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). For clarity, termination of this Agreement will automatically terminate all Order Forms.
5.3. Effect of Termination.Upon the expiration or termination of this Agreement, (a) Customer shall immediately cease any and all use of and access to the Covey Services (including any and all related Covey Technology) and (b) each party will return to the other party (or destroy) such other party's Confidential Information (defined below). Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
5.4. Customer Data.At any time before or within thirty (30) days after termination or expiration of this Agreement, Customer may request an export of Customer Data from the Covey Services. Customer acknowledges that if Customer or a Permitted User deletes Customer Data from the Covey Services, such Customer Data may still reside in Covey's systems, applications, databases and servers (including, without limitation, as backups and/or archives). Customer acknowledges that the foregoing actions during any Subscription Term may have an adverse impact on Customer's use of the Covey Services (and Covey is not liable with respect thereto).
5.5. Survival.The following Sections shall survive any expiration or termination of this Agreement: 1.5, 2, 3, 4.2, 5, 6.2, 7, 8, 9, 11, and 13.
6.1. Limited Warranty.Covey warrants that it will provide the Covey Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form. Covey's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if Covey determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole and exclusive remedy and Covey's entire liability, a refund of any fees Customer has pre-paid for use of the Covey Services or related services it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 6.1 shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (b) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (c) to any Covey Services provided on a no-charge or evaluation basis.
6.2. Warranty Disclaimer.EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, THE COVEY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COVEY AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT CERTAIN ASPECTS OF THE SERVICE USE MACHINE LEARNING AND THAT RESULTING OUTPUT MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER’S PURPOSE, AND CUSTOMER AGREES THAT COVEY SHALL NOT BE LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT GENERATED BY OR ACCESSED ON OR THROUGH THE COVEY SERVICE.
EXCEPT WITH RESPECT TO EITHER PARTY'S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) (WHICH IN THE CASE OF COVEYS OBLIGATIONS SHALL BE LIMITED IN THE AGGREGATE TO THREE TIMES (3X) THE FEES PAID BY CUSTOMER TO COVEY DURING THE SIX (6) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE), OBLIGATIONS UNDER SECTION 9 (CONFIDENTIAL INFORMATION), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY'S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO COVEY DURING THE SIX (6) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.
8.1. Indemnification by Covey.Covey shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer's use of the Covey Services in accordance with the terms of this Agreement, provided that the foregoing does not cover any Output of the Services; provided further that Covey shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Covey to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable necessary cooperation of Customer at Covey's expense. If Customer's use of any Covey Service is, or in Covey'’'s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Covey may: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using the Covey Services; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to Customer any unused, prepaid fees paid by Customer for the terminated period. The foregoing indemnification obligation of Covey shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Covey Services other than by or on behalf of Covey; (2) access to or use of any Covey Service in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of Covey (3) use of the Covey Services in breach of this Agreement; or (4) Customer Data. THIS SECTION 8.1 SETS FORTH COVEY'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
8.2. Indemnification by Customer.Customer shall indemnify, defend, and hold harmless Covey from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) Customer's violation of any laws, regulations, or rights relating to Customer Data (including, without limitation, privacy laws, regulations, or rights), or Customer's breach of Section 2.1, (b) any action taken (or not taken) by Customer based upon use of a Covey Service, or (c) any dispute between Customer and any other user of the Covey Services. This indemnification obligation is subject to Customer receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim (any settlement, subject to Covey's prior written consent); and (z) all reasonably necessary cooperation of Covey at Customer's expense.
9.1. Definition.“Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All Covey Technology, performance information relating to the Covey Services, and the terms and conditions of this Agreement (including the fees and pricing information) shall be deemed Confidential Information of Covey without any marking or further designation. Confidential Information does not include Customer Data (the protection of which is covered by Sections 10 and 12 below), nor does it include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.
9.2. Obligations.The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient's rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
Covey shall use reasonable physical, technical, and administrative procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of Customer Data, and Covey will choose these safeguards based on the sensitivity of the information that is collected, processed, and stored and the current state of applicable technology.
Except as otherwise agreed in writing (email to suffice), neither party may use the other party's name, logos, or marks without such party's written pre-approval in each case; provided that Covey may use Customer's name and logo on Covey's web site and in Covey promotional materials to identify Customer as a Covey customer unless Customer has provided a written opt-out to Covey.
“Personal Data” means any information defined as “personal information” under the California Consumer Privacy Act of 2018, as amended (“CCPA”), “personal data” under the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) or other similar terms under applicable data privacy and security laws, regulations, or other legal requirements. If the Personal Data that Covey processes relates to individuals who are data subjects entitled to the rights granted under GDPR, Customer agrees that Covey does so as a data processor as defined in GDPR. If the Personal Data that Covey processes relates to individuals who are California residents, and Customer is subject to CCPA, Customer agrees that Covey does so as a service provider as defined in CCPA. Unless otherwise agreed by the parties, Covey will process Customer's Personal Data solely to provide the Covey Services, as reasonably required to comply with legal, regulatory or law enforcement obligations and to protect Covey's rights or the rights of third parties, and as otherwise permitted by this Agreement. Any Data Processing Agreement (“DPA”) executed between Covey and Customer shall be incorporated herein by reference.
13.1. Construction.The terms “for example,” “including” and/or “includes” shall be deemed to mean “for example, but not limited to,” “including, but not limited to” or “includes, but is not limited to,” as applicable. Headings are for convenience only and shall not affect interpretation.
13.2. No Professional Advice.If the Covey or the Covey Services provide professional information, such information is for informational purposes only and should not be construed as professional advice. Customer agrees and acknowledges that it will not take any action based upon any information contained in the Covey Services, and Customer will seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
13.3. Assignment.This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement or any of its right or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and all of its rights and obligations hereunder without such consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13.3 will be null and void.
13.4. Force Majeure.Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay, epidemic, pandemic, government act, or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.
13.5. Subcontractors.Covey may use the services of subcontractors for performance of services under this Agreement, provided that Covey remains responsible for such subcontractors' compliance with the terms of this Agreement.
13.6. Independent Contractors.The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
13.7. Severability.If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
13.8. Governing Law; Jurisdiction and Venue.This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court in San Francisco, California), any dispute arising under this Agreement shall be finally settled in binding arbitration. The Judicial Arbitration and Mediation Service, Inc. (“JAMS”) will administer the arbitration in accordance with its Comprehensive Arbitration Rules and Procedures (though to the extent JAMS' Expedited Arbitration Procedures are available, they will apply), and the arbitration will be held in San Francisco, California. Subject to the foregoing provisions of this Section 13.8, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the personal jurisdiction of such courts. In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
13.9. Notice.Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth as first listed above or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch or (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, any legal notices to Covey must be delivered to the following email address: [email protected] but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received (as set forth in preceding sentence).
13.10. Amendments; Waivers.No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g. setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted or performed on by Covey).
13.11. No Third-Party Rights.There are no third-party beneficiaries to this Agreement.
13.12. Export Compliance.Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.
13.13. Entire Agreement.This Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of this Agreement. This Agreement may be executed electronically and in counterparts (such as via DocuSign), which counterparts taken together shall form one legal instrument. Any pre-printed terms in a Customer purchase order or similar document are null and void.