app.althq.com
This Platform Terms of Service (this "Agreement") is entered into between altHQ, Inc., a Delaware corporation ("Company"), and the entity identified on an Order Form ("Client"). Each is a "Party" and together the "Parties."
Client accepts this Agreement by executing an Order Form that references it or by accessing the Platform. The version of this Agreement in effect on the effective date of an Order Form governs that Order Form for its Order Term.
1. DEFINITIONS
1.1 "Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting securities of the entity or the power to direct its management.
1.2 "Authorized User" means an individual whom Client permits to access the Platform on Client's behalf and for Client's benefit, including employees and contractors of Client and its Affiliates and, where Client directs, professional advisors acting for Client.
1.3 "Client Data" means data, documents, and content that Client or its Authorized Users provide to the Platform or that Company obtains for Client under Section 5.
1.4 "Company Technology" means the Platform, the Documentation, and all software, technology, methodologies, models, templates, report formats, query logic, know-how, and materials underlying or delivered in connection with the Platform, together with all Updates and derivative works of any of the foregoing.
1.5 "Confidential Information" means information disclosed by a Party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Client Data is Client's Confidential Information. Company Technology and the terms of each Order Form are Company's Confidential Information.
1.6 "Data Protection Laws" means laws applicable to a Party's processing of personal data under this Agreement, including the California Consumer Privacy Act of 2018 as amended, the Gramm-Leach-Bliley Act, and, to the extent applicable, the EU and UK General Data Protection Regulation.
1.7 "De-Identified Data" means data derived from Client Data that does not identify, and cannot reasonably be used to identify, Client, any Authorized User, or any fund, sponsor, portfolio company, account, or holding.
1.8 "Documentation" means the then-current end-user documentation Company makes available for the Platform.
1.9 "Effective Date" means the earlier of the effective date of the first Order Form and the date Client first accesses the Platform.
1.10 "Intellectual Property Rights" means all patent, copyright, trademark, trade secret, moral, and other intellectual property or proprietary rights of any kind, together with all applications and registrations relating to them.
1.11 "Order Form" means an ordering document executed by the Parties that references this Agreement, including any exhibits, addenda, and additional terms stated in it.
1.12 "Order Term" means the initial term stated in an Order Form and each renewal term.
1.13 "Outputs" means the data, reports, and analyses the Platform generates from Client Data for Client.
1.14 "Platform" means Company's hosted software product identified in the applicable Order Form, excluding Third-Party Products.
1.15 "Scope of Use" means the features, usage metrics, and limits stated in the applicable Order Form.
1.16 "Third-Party Product" means any product, service, integration, or content not provided by Company that Client enables, directs Company to enable, or accesses in connection with the Platform.
1.17 "Updates" means changes, corrections, and enhancements to the Platform that Company makes generally available without additional charge.
2. THE PLATFORM
2.1 Access. Subject to this Agreement and Client's payment of fees, Company grants Client a non-exclusive, non-transferable, non-sublicensable right during each Order Term to access and use the Platform for Client's internal business purposes, in accordance with the Documentation and the applicable Scope of Use.
2.2 Authorized Users. Client may permit Authorized Users to use the Platform for Client's benefit. Client is responsible for its Authorized Users' use of the Platform and for their compliance with this Agreement. Use by all Authorized Users counts toward the Scope of Use.
2.3 Affiliates. Client's Affiliates may use the Platform where an Order Form so provides, and Client is responsible for their use and compliance. An Affiliate may enter into its own Order Form referencing this Agreement, in which case the Affiliate is the Client under that Order Form and neither entity has rights or obligations under the other's Order Form.
2.4 Restrictions. Client will not, and will not permit any third party to: (a) access or use the Platform other than as permitted by this Agreement; (b) circumvent or interfere with any security, authentication, access control, or usage measurement feature of the Platform; (c) interfere with the integrity or performance of the Platform; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, methodologies, algorithms, data structures, or non-public interfaces of the Platform, except to the extent applicable law prohibits this restriction; (e) copy, modify, or create derivative works of the Platform; (f) rent, lease, resell, sublicense, time-share, or otherwise make the Platform available to any person other than an Authorized User; (g) use the Platform to develop a competing product or service, or publish any benchmark, performance test, or comparative analysis of the Platform; or (h) remove or obscure any proprietary notice in the Platform or in any Output.
2.5 Evaluation Access. Company may make the Platform, or early-stage features, available at no charge or on an evaluation basis. Company may modify or discontinue that access at any time. Company provides such access "as is," without warranty or support obligation, and its total liability in connection with such access will not exceed one hundred dollars ($100). On Client's request following an evaluation that does not result in an Order Form, Company will delete Client Data provided during the evaluation.
2.6 Reservation of Rights. Company reserves all rights not expressly granted. No rights are granted by implication, waiver, or estoppel.
3. ACCOUNTS
Client is responsible for provisioning and administering accounts, for restricting access to Authorized Users, for keeping credentials confidential, for applying multi-factor authentication or single sign-on, for promptly removing access when an individual ceases to be an Authorized User, and for all activity occurring under its accounts. Client will notify Company promptly of any unauthorized access to its accounts.
4. CLIENT DATA AND OUTPUTS
4.1 Ownership. As between the Parties, Client owns all right, title, and interest in Client Data and Outputs. Client grants Company a non-exclusive, worldwide, royalty-free right to host, process, and use Client Data and Outputs to provide, support, and secure the Platform for Client and to perform its obligations under this Agreement.
4.2 Company Materials. Company owns all right, title, and interest in Company Technology, including the methodologies, models, templates, report formats, and query logic used to generate Outputs, whether or not developed at Client's request. Company grants Client a non-exclusive right to use those materials, as embodied in the Platform and in Outputs, for Client's internal business purposes during the Order Term.
4.3 De-Identified Data. Company owns De-Identified Data and may use it for its internal business purposes. Company will not attempt to re-identify De-Identified Data or identify Client as its source. Company will not publish De-Identified Data or make it available to third parties without Client's written consent, which may be given in an Order Form.
4.4 Client Obligations. Client will: (i) provide the information, materials, and cooperation reasonably required for Company to deliver the Platform; (ii) obtain the rights, consents, and releases necessary for Company to receive and process Client Data as contemplated by this Agreement, including under any confidentiality or use restriction applicable to it; and (iii) use the Platform in compliance with applicable law.
4.5 Security. Company maintains an information security program, including administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, use, disclosure, alteration, and destruction. Company's program is audited annually against the SOC 2 Type II standard, and Company will furnish the current report on Client's request, subject to confidentiality. Where a regulator with authority over Client requires information regarding Company's security program, Company will cooperate with reasonable requests at Client's expense.
4.6 Security Incidents. Company will notify Client without undue delay after confirming a security incident resulting in unauthorized access to or disclosure of Client Data, and will provide information reasonably available to it regarding the incident and Company's response. Unsuccessful access attempts, scans, pings, and similar events that do not compromise Client Data are not security incidents. Notice under this Section is not an acknowledgment of fault or liability.
4.7 Privacy. Each Party will comply with Data Protection Laws applicable to it. As to Client Data, Client is the controller and business and Company is the processor and service provider. Company will process Client Data only to provide the Platform and related services and as Client otherwise instructs in writing, will not sell or share Client Data, will not retain, use, or disclose Client Data outside the direct business relationship with Client, and will not combine Client Data with personal information obtained from other sources except as permitted by Data Protection Laws. Company will notify Client if it determines it can no longer meet its obligations under this Section, and Client may take reasonable steps to stop and remediate unauthorized processing. Company will provide reasonable assistance with individual rights requests, which Client is responsible for fulfilling. Company will make a data processing addendum available on request where Data Protection Laws require one.
4.8 Model Training. Company does not use Client Data to train or improve any artificial intelligence or machine learning model. Company engages its artificial intelligence service providers on terms that do not permit those providers to use Client Data to train or improve their models. This Section does not apply to any Third-Party Product.
4.9 Subprocessors. Company may engage subprocessors to provide the Platform and remains responsible for their performance and for their compliance with this Agreement. A current list of subprocessors is available on request. Client may raise reasonable data protection concerns regarding a subprocessor, which Company will consider in good faith.
4.10 Compelled Disclosure. Company may disclose Client Data where required by law or legal process. Where permitted, Company will give Client notice sufficient to allow Client to seek protective relief. Client will reimburse Company's reasonable costs of responding to third-party legal process relating to Client Data or Client's account, other than process in which Company is the subject of the underlying investigation or claim.
5. DOCUMENT RETRIEVAL AUTHORIZATION
Client authorizes Company to act as Client's limited agent for the purpose of requesting, receiving, and accessing documents and information relating to Client's holdings from third parties designated or identified by Client. Client represents that it is entitled to grant this authorization. Company depends on third parties outside its control for the availability, timeliness, accuracy, and completeness of such documents and information and makes no commitment with respect to them. This authorization terminates with this Agreement.
6. SUPPORT AND SERVICES
Company provides support to Client by email at clientservices@althq.com on business days during normal business hours, Pacific time, and will use commercially reasonable efforts to respond promptly. Company may provide onboarding, implementation, configuration, and other services as stated in an Order Form. Company's ability to deliver services depends on Client's timely cooperation, the cooperation of third parties responsible for providing access to Client's information, and the accuracy and completeness of information Client provides. Client may use deliverables from such services internally during the Order Term in support of its authorized use of the Platform, subject to Sections 2.4 and 4.2.
7. FEES AND PAYMENT
7.1 Fees. Client will pay the fees stated in each Order Form. Access to the Platform is deemed delivered on provision of access. Except as expressly provided in this Agreement, fees are non-refundable, non-creditable, and non-cancellable.
7.2 Usage. Fees are based on the usage metrics stated in the applicable Order Form. Company's records of usage are the measure of usage under this Agreement absent manifest error. Company determines how the Platform is packaged, how usage is measured, and how fees are structured and billed, and may change those methods effective on renewal of the applicable Order Term. Usage in excess of the Scope of Use is billed in arrears at the rates stated in the Order Form.
7.3 Invoicing. Company invoices as stated in the Order Form. Client will pay undisputed amounts within thirty (30) days of the invoice date. Overdue undisputed amounts accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law, together with reasonable costs of collection.
7.4 Disputes. Client must notify Company in writing of any good-faith invoice dispute within twenty (20) days of the invoice date and will cooperate reasonably to resolve it. Undisputed amounts remain payable when due.
7.5 Taxes. Fees are exclusive of taxes. Client is responsible for all sales, use, value-added, excise, withholding, and similar taxes and levies, other than taxes on Company's income, so that Company receives the full amount stated in the Order Form.
7.6 Suspension. Company may suspend access to the Platform if undisputed amounts remain unpaid twenty (20) days after written notice, or immediately where necessary to protect the security, integrity, or availability of the Platform or to prevent harm to Company, other clients, or third parties. Suspension does not relieve Client of its payment obligations.
8. TERM AND TERMINATION
8.1 Term. This Agreement begins on the Effective Date and continues until all Order Terms have expired or been terminated. Client may terminate this Agreement or an Order Form only as expressly provided in Section 8.4 or Section 11.2.
8.2 Order Terms and Renewal. Each Order Term renews automatically for successive periods of equal length unless the Order Form provides otherwise or either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Order Term. Company may increase fees for a renewal term on at least ninety (90) days' written notice before the start of that term, provided the increase does not exceed the greater of ten percent (10%) and the increase in the Consumer Price Index over the preceding term.
8.3 Termination for Convenience by Company. Company may terminate this Agreement on thirty (30) days' written notice once all Order Terms have expired or terminated.
8.4 Termination for Cause. Either Party may terminate this Agreement and any affected Order Form if the other Party fails to cure a material breach within thirty (30) days after written notice describing the breach, ceases operations without a successor, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.
8.5 Effect of Termination. On expiration or termination, Client's rights of access terminate and Client will cease using the Platform and return or destroy Company's Confidential Information in its possession. If Company terminates for cause, all fees for the remainder of each affected Order Term become immediately due as unpaid subscription fees. If Client terminates for cause, Company will refund fees prepaid for the terminated portion of the Order Term.
8.6 Data Export. For thirty (30) days following expiration or termination, and provided no undisputed fees are outstanding, Company will make Client Data available for export in a machine-readable format at no additional charge. Company will make extended access available as a paid service on request. Following that period, Company will delete Client Data within sixty (60) days, subject to backup and archival cycles and to any retention required by law.
8.7 Survival. Sections 1, 2.4, 2.6, 4.1 through 4.3, 7, 8.5 through 8.7, and 9 through 13 survive expiration or termination.
9. CONFIDENTIALITY
9.1 Obligations. The Receiving Party will hold the Disclosing Party's Confidential Information in confidence, will use it only to exercise its rights and perform its obligations under this Agreement, and will protect it with at least the degree of care it uses for its own confidential information of like importance and in no event less than reasonable care. The Receiving Party may disclose Confidential Information to its and its Affiliates' employees, advisors, contractors, and subprocessors who have a need to know and who are bound by obligations no less protective than this Section, and remains responsible for their compliance. The Receiving Party will notify the Disclosing Party promptly of any unauthorized disclosure.
9.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was known to the Receiving Party without a confidentiality obligation before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.
9.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it gives the Disclosing Party prior notice where permitted and reasonable assistance in seeking protective treatment.
9.4 Duration and Remedies. These obligations continue for five (5) years after termination of this Agreement and, as to trade secrets, for so long as the information remains a trade secret under applicable law. Each Party may seek equitable relief for breach of this Section in addition to any other remedy.
10. COMPANY TECHNOLOGY
10.1 Ownership. This Agreement grants a limited right to access a hosted service for a defined term. No ownership rights in Company Technology transfer to Client, regardless of any use of the words "purchase," "sale," or similar terms. Company retains all right, title, and interest in Company Technology, and Client assigns to Company any right it may acquire in Company Technology by operation of law. Client has no right to obtain a copy of the software underlying the Platform. Company may collect and use logs, telemetry, and performance data regarding operation of the Platform, and may make Updates and modifications to the Platform.
10.2 Feedback. If Client provides suggestions, comments, or other feedback regarding the Platform, Company may use and exploit that feedback without restriction, obligation, or attribution. Nothing in this Agreement limits Company's right to develop, evaluate, or market its products.
11. INDEMNIFICATION
11.1 By Company. Company will defend Client against any third-party claim alleging that the Platform, as provided by Company and used as authorized under this Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Client against damages and costs finally awarded or agreed in settlement by Company. If such a claim is made or in Company's judgment is likely, Company may procure the right for Client to continue using the Platform, modify the Platform so that it is non-infringing while remaining materially equivalent, or, if neither is commercially reasonable, terminate the affected Order Form and refund fees prepaid for the terminated portion of the Order Term. Company has no obligation under this Section to the extent a claim arises from Client Data, Third-Party Products, combination of the Platform with items not provided by Company, modification of the Platform by anyone other than Company, use of the Platform in breach of this Agreement, or evaluation access under Section 2.5.
11.2 By Client. Client will defend Company against any third-party claim arising from Client Data, from Client's breach of this Agreement, or from Client's violation of applicable law, and will indemnify Company against damages and costs awarded or agreed in settlement by Client.
11.3 Procedure. The indemnified Party will give prompt written notice of the claim, grant the indemnifying Party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party will not settle a claim in a manner that requires the indemnified Party to admit liability or take action, other than ceasing use of the Platform, without consent. The indemnified Party may participate with counsel of its own choosing at its own expense. Failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent it is prejudiced.
11.4 Exclusive Remedy. This Section states each Party's entire liability and the other Party's exclusive remedy for claims of infringement or misappropriation of Intellectual Property Rights.
12. WARRANTIES AND DISCLAIMERS
12.1 Mutual. Each Party represents that it has the authority to enter into this Agreement.
12.2 Limited Warranty. Company warrants that the Platform will perform materially in accordance with the Documentation and that services will be performed in a professional and workmanlike manner. Client must give written notice of a warranty claim within thirty (30) days of discovery, describing the claim in reasonable detail. Company will repair the affected functionality or re-perform the affected services. If Company does not do so within a reasonable period, Client may terminate the affected Order Form and receive a refund of fees prepaid for the terminated portion of the Order Term. This is Client's exclusive remedy and Company's entire liability for breach of this warranty. This warranty does not apply to Third-Party Products, Client Data, use of the Platform contrary to the Documentation or this Agreement, or evaluation access under Section 2.5.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT IS RESPONSIBLE FOR REVIEWING OUTPUTS BEFORE USING THEM IN TAX OR REGULATORY FILINGS, FINANCIAL STATEMENTS, AUDITS, OR INVESTOR REPORTING. COMPANY IS NOT RESPONSIBLE FOR THIRD-PARTY PRODUCTS OR FOR DECISIONS CLIENT MAKES IN RELIANCE ON THE PLATFORM.
12.4 No Advice. The Platform is a technology service. Neither Company nor the Platform provides investment, financial, legal, tax, or accounting advice or recommendations, and Client is solely responsible for its investment and reporting decisions.
13. LIMITATION OF LIABILITY
13.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOST OR INACCURATE DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exclusions from the Cap. SECTION 13.2 DOES NOT APPLY TO CLIENT'S PAYMENT OBLIGATIONS, CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2, OR EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT.
13.4 Allocation of Risk. THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES. THEY APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
14. DISPUTE RESOLUTION
14.1 Informal Resolution. Before initiating a proceeding, the Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through discussion between representatives with authority to settle, beginning with written notice given under Section 15.4 and continuing for thirty (30) days.
14.2 Arbitration. Any dispute not resolved under Section 14.1 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Los Angeles, California, and conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration and its outcome are confidential, except as necessary to enforce an award or seek provisional relief.
14.3 Exceptions. The following are not subject to Sections 14.1 and 14.2: claims to enforce or protect Intellectual Property Rights or confidentiality obligations, actions to collect undisputed fees, and applications for provisional or injunctive relief in aid of arbitration.
14.4 Individual Claims. Arbitration will be limited to the dispute between the Parties individually. No arbitration will be consolidated with any other proceeding, and no claim may be arbitrated on a class or representative basis. If a court determines that this limitation is unenforceable as to a particular claim or remedy, that claim or remedy alone will be severed and may proceed in court, stayed pending the outcome of the arbitration.
14.5 Judicial Proceedings. Where a dispute proceeds in court, the exclusive venue is the state and federal courts located in Los Angeles, California, and each Party consents to personal jurisdiction and waives any objection based on venue or forum non conveniens. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.
14.6 Limitations Period. Neither Party may bring a claim arising out of or relating to this Agreement more than one (1) year after the cause of action accrues. This Section does not apply to claims for fees or to indemnification claims.
14.7 Fees. In any arbitration or litigation arising out of or relating to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.
15. GENERAL
15.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
15.2 Order of Precedence and Versions. In the event of a conflict, the applicable Order Form controls over this Agreement as to its subject matter, and this Agreement controls over any exhibit or policy referenced in it. The version of this Agreement in effect on the effective date of an Order Form governs that Order Form for its Order Term. Changes to this Agreement apply to an Order Form on renewal. Prior versions are available at althq.com/platform-tos/archive.
15.3 Amendment and Waiver. Any amendment to this Agreement must be in writing and executed by both Parties, except that Company may update its privacy policy and security program from time to time provided it does not materially diminish the security or privacy of the Platform. No waiver is implied from conduct or from a failure to enforce a right. Any terms in a purchase order or other business form issued by Client are for administrative convenience only and have no legal effect.
15.4 Notices. Notices must be in writing and in English. Client will send notices to legal@althq.com with "Attn: Legal Department" in the subject line. Company may send notices to the email addresses associated with Client's account and may give operational notices through the Platform. Each Party consents to electronic notice.
15.5 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it without consent in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities. Any other attempted assignment is void. This Agreement binds and benefits the Parties' permitted successors and assigns.
15.6 Independent Contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, employment, or agency relationship, except for the limited authorization in Section 5.
15.7 Force Majeure. Neither Party is liable for any delay or failure to perform, other than a payment obligation, caused by circumstances beyond its reasonable control.
15.8 Export and Sanctions. Each Party will comply with applicable export control and sanctions laws. Client represents that neither it nor its Affiliates or Authorized Users is a restricted or sanctioned party, is located in or a national of an embargoed jurisdiction, or is owned or controlled by any such party, and will notify Company promptly if that changes. Company may suspend or terminate performance to the extent it reasonably concludes that performance would violate applicable trade laws.
15.9 Publicity. Subject to any contrary term in an Order Form, Client grants Company a limited right to use Client's name and logo to identify Client as a customer, revocable on thirty (30) days' written notice to legal@althq.com. Company may describe the engagement without identifying Client.
15.10 Severability. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder of this Agreement will remain in effect.
15.11 No Third-Party Beneficiaries. This Agreement confers no rights on any person other than the Parties.
15.12 Entire Agreement. This Agreement, together with each Order Form, is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous communications, proposals, and representations. This Agreement may be executed in counterparts, including electronically.