VANTIQ, INC.
TERMS OF SERVICE V9.12.18

THESE TERMS OF SERVICE GOVERN CUSTOMER’S ACCESS TO AND USE OF THE VANTIQ SERVICE, INCLUDING THE DEVELOPMENT OR PRODUCTION ENVIRONMENT.

CUSTOMER HEREBY AGREES TO THESE TERMS OF SERVICE BY (1) CLICKING A BOX INDICATING CUSTOMER’S ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF SERVICE, OR (3) USING THE VANTIQ SERVICE. IF YOU ARE AN INDIVIDUAL ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE, IN WHICH CASE “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE VANTIQ SERVICE.

1. DEFINITIONS.

1.1 “Documentation” means the technical materials provided by Vantiq electronically within the Vantiq Service that describe the material features, functionality or operation of the Vantiq Service, located at https://dev.vantiq.com/docs/system/index.html

1.2 “Error” means a reproducible failure of the Vantiq Service to substantially conform to the Documentation.

1.3 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.4 “Order Form” means a document, either physical or electronic, executed by Customer and by either Vantiq or an authorized Vantiq reseller, which identifies the Subscription Period and the limitations of Customer’s right to use the Vantiq Service.

1.5 “Customer” means any person or entity that accesses or uses the Vantiq Service.

1.6 “Customer Content” means any applications and other content developed by or on behalf of Customer and used with the Vantiq Service.

1.7 “Subscription Period” means the duration of a Customer’s subscription to access and use the Vantiq Service set forth in an Order Form.

1.8 “Vantiq Service” means (a) the software-based services delivered by Vantiq to Customer as described in the Documentation, including services delivered through (i) Vantiq-owned and operated hardware, software, network and other technology, (ii) hardware, software, network and other technology owned and operated by Vantiq’s third party hosting provider, and/or (iii) software and other materials provided by Vantiq to Customer for use on Customer’s own hardware and network; and (b) all application code, scoping or implementation documents, training or reference guides, and all other materials or work product developed and/or supplied by Vantiq to Customer for use with the Vantiq Service. The Vantiq Service excludes any application code and other software which is not supplied to Customer by Vantiq.

2. VANTIQ SERVICE

2.1 Subscription to the Vantiq Service. Vantiq hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Vantiq Service for the Subscription Period in accordance with the terms, conditions and limitations set forth these Terms of Service and the applicable Order Form, solely for Customer’s internal business purposes. Any use of the Vantiq Service following the Subscription Period or in excess of such terms, conditions and limitations set forth in the Order Form without payment of additional fees to Vantiq pursuant to the Order Form shall be deemed a material breach of these Terms of Service by Customer.

2.2 Access. Customer access and use of the Vantiq Service is limited to personnel designated in writing by Customer (“Authorized Users”). Customer is responsible for all Vantiq Service activity occurring on any Authorized User account. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Vantiq Service, and will notify Vantiq promptly of any such unauthorized use known to Customer.

2.3 Limitations. Customer will not, and will not permit any Authorized User or other party to: (a) reverse engineer, disassemble or decompile any component of the Vantiq Service; (b) interfere in any manner with the operation of the Vantiq Service; (c) lease, loan, rent, resell, sublicense or distribute the Vantiq Service or any of Customer’s rights to use the Vantiq Service to any third party, or otherwise use the Vantiq Service for the benefit of a third party; or (i) modify, copy or make derivative works based on any part of the Vantiq Service. Customer shall comply with all applicable domestic and international laws, ordinances and regulations in connection with its use of the Vantiq Service.

2.4 Support. Vantiq shall use commercially reasonable efforts to provide Vantiq’s standard support services in accordance with the then-current Vantiq Technical Support Policy.

2.5 Consent to Use of Vantiq Service Data. Vantiq may collect and use electronic data regarding the use and performance of the Vantiq Service by Vantiq’s customers generally, including Customer; however, such information will only be used or distributed by Vantiq in aggregated, anonymized form which does not identify Customer.

3. FEES; INSPECTION RIGHTS

3.1 Fees. The right to access and use the Vantiq Service as described herein is granted to Customer in consideration for Customer’s timely payment to Vantiq or Vantiq’s authorized reseller of the Vantiq-related fees set forth in the Order Form. If any such fees are not paid when due, Vantiq reserves the right (in addition to any other rights or remedies Vantiq may have) to suspend Customer’s access to the Vantiq Service until such amounts are paid in full.

3.2 Review & Inspection. Customer will permit Vantiq, an authorized Vantiq reseller, or their representatives to review Customer’s relevant records and inspect Customer’s facilities to ensure compliance with the Order Form and these Terms of Service. Customer will receive at least ten (10) days advance notice of any such review and inspection and it will be conducted during normal business hours in a manner that does not unreasonably interfere with Customer’s normal operations. If any such review and inspection should reveal any use of the Vantiq Service in excess of the limitations set forth in the Order Form, and/or any underpayment of fees due under the Order Form, Customer shall promptly pay Vantiq or the applicable authorized Vantiq reseller such underpaid amount, together with interest thereon at the rate specified in this section. If the amount of such underpayment exceeds five percent (5%) of fees actually paid during the applicable Subscription Period, Customer shall also pay Vantiq’s (or Vantiq’s authorized reseller’s) expenses associated with such review and inspection.

4. CUSTOMER CONTENT AND RESPONSIBILITIES

4.1 Customer Warranty. Customer represents and warrants that the Customer Content shall not (a) infringe, misappropriate or violate any Intellectual Property Rights, publicity/privacy rights, law or regulation; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage, surreptitiously intercept or expropriate any system, data or personal or personally identifiable information; or (d) otherwise violate the rights of a third party.

4.2 Customer Responsibility for Customer Content. Customer and its Authorized Users shall have access to the Customer Content and shall be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other protocols required in order the access the Vantiq Service. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer shall have the ability to export Customer Content out of the Vantiq Service and is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Vantiq is not obligated to back up any Customer Content.

5. WARRANTIES AND DISCLAIMERS

5.1 Limited Warranty. Vantiq warrants to Customer that, The Vantiq Service will operate materially in conformance with the Documentation during the Subscription Period, so long as the Vantiq Service is used in accordance with the Documentation. If Customer notifies Vantiq or an authorized Vantiq reseller in writing of any non-compliance of the Vantiq Service with the foregoing warranty, Vantiq shall correct the non-conformity in accordance with Vantiq’s then-current technical support policy. If Vantiq does not correct the Vantiq Service to conform to the foregoing warranty within a reasonable time (not to exceed thirty (30) business days), and the non-conformity prevents Customer from utilizing the Vantiq Service, then as Customer’s sole and exclusive remedy, Customer may terminate the Subscription and these Terms of Service and receive a refund of any prepaid Subscription fees prorated for the unused portion of the Subscription, measured from the time Customer reported the noncompliance to Vantiq or Vantiq’s authorized reseller.

5.2 Warranty Exclusions. Vantiq shall have no obligation under the foregoing limited warranty to the extent attributable to any use of the Vantiq Service by Customer (a) in violation of these Terms of Service or applicable law, ordinance or regulation; (b) in conflict with the Documentation; (c) in combination with other products, equipment, software or data not supplied by Vantiq or contemplated by the Documentation; or (d) following any modification of the Vantiq Service by any person other than Vantiq or its authorized agents, to the extent the Vantiq Service non-conformity would not have occurred absent such modification.

5.3 Disclaimer. THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VANTIQ SERVICE IS PROVIDED “AS IS,” AND VANTIQ MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE VANTIQ SERVICE (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY VANTIQ. VANTIQ DOES NOT WARRANT THAT ALL VANTIQ SERVICE ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE VANTIQ SERVICE SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

6. LIMITATION OF LIABILITY

6.1 Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER VANTIQ NOR ITS SUPPLIERS SHALL BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH VANTIQ’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE VANTIQ SERVICE OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF VANTIQ HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

6.2 Amount of Damages. THE MAXIMUM LIABILITY OF VANTIQ TO CUSTOMER ARISING OUT OF OR IN ANY WAY CONNECTED TO THE VANTIQ SERVICE OR THESE TERMS OF SERVICE SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO VANTIQ OR TO AN AUTHORIZED VANTIQ RESELLER FOR ACCESS AND USE OF THE VANTIQ SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL VANTIQ’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF SERVICE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER.

6.3 Basis of the Bargain. The limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that Vantiq is granting Customer the right to access and use the Vantiq Service in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between Customer and Vantiq.

7. CONFIDENTIALITY

7.1 Confidential Information. “Confidential Information” means any and all information disclosed by either Vantiq or Customer (the “Disclosing Party”) to the other party (the “Recipient”) before or during the Subscription Term that: (i) in any way relates or pertains to the Disclosing Party, its properties, personnel, operations or business; (ii) if disclosed in written, electronic or other tangible form is conspicuously marked as confidential, proprietary or other similar designation; and if disclosed in oral or visual form is identified as confidential at the time of disclosure; (iii) would appear to a reasonable person, familiar with the Disclosing Party’s business and the industry in which it operates, to be of a confidential or proprietary nature, the maintenance of which is important to the Disclosing Party; or (iv) discloses the existence and contents of this Agreement. The Vantiq Service and all enhancements and improvements thereto will be considered Confidential Information of Vantiq.

7.2 Exceptions. Confidential Information does not include: (a) information that is in the public domain at the time of its disclosure to the Recipient; (b) information that, through no violation of the terms of this Section, enters the public domain after its disclosure to the Recipient; (c) information that the Recipient can demonstrate was known by or in the possession of the Recipient at the time of its disclosure to the Recipient and was not subject to a duty of confidentiality; (d) information that is independently developed by the Recipient without use of or reliance upon Confidential Information of the Disclosing Party; or (e) information disclosed in good faith to the Recipient by a third party legally entitled to do so.

7.3 Non-Use and Non-Disclosure. The Recipient will treat as strictly confidential and will not use any Confidential Information other than in connection with the subject matter of these Terms of Service, or divulge or disclose any Confidential Information to, or to permit any Confidential Information to be divulged or disclosed to or examined or copied by, any third parties, provided that Recipient may disclose Confidential Information to its employees, agents, representatives, assignees or subcontractors on a “need to know” basis (each such person, a “Permitted Disclosee”). The Recipient will inform each Permitted Disclosee of the requirements of this Agreement and ensure that each Permitted Disclosee is under confidentiality undertakings no less onerous than those contained in this Agreement and complies with each of the Recipient’s obligations as set forth in this Agreement. Recipient shall be liable for the breach of the terms of this Agreement by any Permitted Disclosee. Notwithstanding the foregoing, Recipient may disclose Confidential Information if compelled to do so by a subpoena or order issued by a court of competent jurisdiction (each, an “Order”), provided that the Recipient, insofar as legally allowed, gives the Disclosing Party prompt written notice of the Order and cooperates fully with the Disclosing Party prior to disclosure to provide the Disclosing Party with the opportunity to interpose any and all objections it may have to disclosure of the information required by the Order, and provided further that Recipient must limit the scope of Confidential Information that is disclosed to only that which is required to be disclosed by the applicable Order.

7.4 Return of Confidential Information. Upon request by the Disclosing Party or upon the termination of these Terms of Service, the Recipient will immediately return to the Disclosing Party all Confidential Information of the Disclosing Party, including all documents and copies of documents in its possession containing Confidential Information.

8. OWNERSHIP

8.1 Vantiq Service. Vantiq retains all right, title and interest in and to the Vantiq Service and all modifications and improvements thereto, including without limitation all Intellectual Property Rights. Other than as expressly set forth in these Terms of Service, no license or other rights in the Vantiq Service are granted to Customer. Customer hereby grants to Vantiq a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Vantiq Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer.

8.2 Customer Content. Customer retains all right, title and interest in and to the Customer Content and all modifications and improvements thereto, including without limitation all Intellectual Property Rights. Customer hereby grants to Vantiq a non-exclusive, worldwide, royalty-free and fully paid license to use (a) the Customer Content and (b) Customer’s trademarks, service marks, and logos only to the extent necessary to provide the Vantiq Service to Customer.

9. INDEMNIFICATION

9.1 By Vantiq. Vantiq will defend at its expense any claim or suit brought against Customer by an unrelated third party, and will pay any settlement Vantiq makes or approves, or any damages finally awarded in such claim or suit, to the extent such claim or suit is based on an allegation that the Vantiq Service infringes, misappropriates or violates any U.S. Intellectual Property Rights of such third party. If any portion of the Vantiq Service becomes, or in Vantiq’s opinion is likely to become, the subject of a claim of infringement, Vantiq may, at Vantiq’s option: (a) procure for Customer the right to continue using the Vantiq Service; (b) replace the Vantiq Service with non-infringing software or services which do not materially impair the functionality of the Vantiq Service; (c) modify the Vantiq Service so that it becomes non-infringing; or (d) terminate these Terms of Service and refund any fees actually paid by Customer to Vantiq or an authorized Vantiq reseller for use of the Vantiq Service for the remainder of the Subscription Term, and upon such termination, Customer will immediately cease all use of the Vantiq Service. Notwithstanding the foregoing, Vantiq shall have no obligation under this section or otherwise with respect to any infringement claim based upon (w) any use of the Vantiq Service not in accordance with these Terms of Service or as specified in the Documentation; (x) any use of the Vantiq Service in combination with other products, equipment, software or data not supplied by Vantiq; or (y) any modification of the Vantiq Service by any person other than Vantiq or its authorized agents. This subsection states the sole and exclusive remedy of Customer and the entire liability of Vantiq, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

9.2 By Customer. Customer will defend at its expense any claim or suit brought against Vantiq, and will pay any settlement Customer makes or approves, or any damages finally awarded in such claim or suit, to the extent such claim or suit is based on or relates to (a) Customer’s use of the Vantiq Service or (b) an allegation that the Customer Content infringes, misappropriates or violates any U.S. Intellectual Property Rights of such third party. This subsection states the sole and exclusive remedy of Vantiq and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

9.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

10. TERM AND TERMINATION

10.1 Term. These Terms of Service shall commence on the Customer’s first use of the Vantiq Service or Customer’s execution of an Order Form, whichever occurs first, and remain in effect for the Subscription Term set forth in the Order Form, unless terminated earlier in accordance with these Terms of Service.

10.2 Termination. Vantiq may terminate these Terms of Service immediately upon notice to Customer if Customer materially breaches these Terms of Service or an Order Form, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach from Vantiq or an authorized Vantiq reseller.

10.3 Effect of Termination. Upon termination or expiration of these Terms of Service for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate, and Customer shall cease all use of the Vantiq Service; (b) within ten (10) days after the effective date of termination, each party shall comply with the obligations to return all Confidential Information of the other party, as set forth in the section titled Confidentiality; and (c) within ten (10) days after the effective date of termination, Vantiq shall discontinue all use of Customer Content and destroy all copies of Customer Content in its possession. The sections and subsections titled Definitions, Limitations, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of these Terms of Service for any reason.

11. MISCELLANEOUS

11.1 Governing Law and Venue. These Terms of Service and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts located in San Francisco, California, USA for any lawsuit filed there against Customer by Vantiq arising from or related to these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.

11.2 Export. Customer agrees not to export, re-export, or transfer, directly or indirectly, any technical data acquired from Vantiq, or any products utilizing such data, in violation of the United States export laws or regulations.

11.3 Severability. If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Customer agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the subsection titled Limited Warranty.

11.4 Waiver. Any waiver or failure to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.5 Remedies. Except as provided in the sections titled Limited Warranty and Indemnification, the parties’ rights and remedies under these Terms of Service are cumulative. Customer acknowledges that the Vantiq Service contains valuable trade secrets and proprietary information of Vantiq, that any actual or threatened breach of the sections titled Intellectual Property or Confidentiality or any other breach by Customer of its obligations with respect to Intellectual Property Rights of Vantiq will constitute immediate, irreparable harm to Vantiq for which monetary damages would be an inadequate remedy. In such case, Vantiq will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any software, Documentation, or any portions thereof, that Customer attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce these Terms of Service, the prevailing party will be entitled to receive its attorneys” fees, court costs, and other collection expenses, in addition to any other relief it may receive.

11.6 No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer these Terms of Service, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms of Service in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. The terms of these Terms of Service shall be binding upon the parties and their respective successors and permitted assigns.

11.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

11.8 Independent Contractors. Customer’s relationship to Vantiq is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and Customer will not represent to any third party that it has, any authority to act on behalf of Vantiq.

11.9 Notices. Each party must deliver all notices or other communications required or permitted under these Terms of Service in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

11.10 Entire Agreement. These Terms of Service are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subjects. No modification of or amendment to these Terms of Service, or any waiver of any rights under these Terms of Service, will be effective unless in writing and signed by an authorized signatory of Customer and Vantiq. In the event of any conflict between these Terms of Service and an Order Form executed by Vantiq, the Order Form shall govern. In the event of any conflict between these Terms of Service and an Order Form executed by an authorized Vantiq reseller, these Terms of Service shall govern.

[End of Document]

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