These Terms of Service govern a customer’s acquisition and use of OpenRegulatory Formwork ("OpenRegulatory Formwork") software and/or services. By using the OpenRegulatory Formwork website, a customer agrees to these Terms of Service (together with the DPA, if applicable, the "Agreement").
OpenRegulatory Formwork’s direct competitors are prohibited from accessing the software and/or services provided by OpenRegulatory Formwork, except with OpenRegulatory Formwork’s prior express written consent. In addition, the software and services may not be accessed for the exclusive purpose of monitoring performance, or functionality, or for any other benchmarking or competitive purposes.
These Terms of Service were last updated February 13, 2020. OpenRegulatory Formwork reserves the right to periodically modify these Terms of Service upon written notice to Customer, and such modification will automatically become effective in the next service term. Archived versions of the Terms of Service are available here.
1.1 Provision of Access. Subject to all the terms and conditions of this Agreement, OpenRegulatory Formwork will provide Customer with a non-exclusive, non-transferable, non-sublicensable right to access to the software services through the Internet, solely for Customer’s internal use. in accordance with OpenRegulatory Formwork’s published documentation. This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. OpenRegulatory Formwork retains all rights not expressly granted to the Customer pursuant to this Agreement.
1.2 Customer Use of the Services. Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, Documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own benefit; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; remove any proprietary notices from the Services or Documentation; use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any European privacy, intellectual property, consumer and child protection, obscenity or defamation laws. Customer will cooperate with OpenRegulatory Formwork in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as OpenRegulatory Formwork may reasonably request. Customer will also cooperate with OpenRegulatory Formwork in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will designate an employee who will be responsible for all matters relating to this Agreement ("Primary Contact"). Customer may change the individual designated as Primary Contact at any time by providing written notice to OpenRegulatory Formwork.
1.3 Modification of Services. OpenRegulatory Formwork will not materially decrease the overall functionality of the Services.
1.4 Future Functionality. Customer agrees that Customer’s subscription to the Service and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.
2.1 Service Levels. Subject to the terms and conditions of this Agreement, OpenRegulatory Formwork shall use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven days a week, except for: (i) planned downtime; and (ii) unavailability caused by circumstances beyond OpenRegulatory Formwork’s control, including but not limited to acts of God, internet service provider failures or delays, and denial of service attacks.
2.2.1 Safeguards. OpenRegulatory Formwork will implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of Customer’s data, including any applicant or employee data furnished by Customer ("Customer Data") as may be held or accessed by OpenRegulatory Formwork. OpenRegulatory Formwork agrees that it will not sell, disclose, transfer, share or rent any Customer Data under any circumstances except, in each case, to an Affiliate in connection with the Services.
2.2.2. Access to Systems. Access, if any, to Customer’s computer, telecommunication or other information systems ("Systems") is hereby granted solely to provide the Services described in this Agreement and is limited to those specific systems, time periods, and personnel as are reasonably needed to effect the purpose of this Agreement. Access is subject to business control and information protection policies, standards, and guidelines as may be provided by Customer. Without limiting the foregoing, OpenRegulatory Formwork warrants to Customer that it has adequate security measures in place to comply with the above obligations and to ensure that access granted hereunder will not impair the integrity and availability of Customer’s systems.
2.2.3 Access to Account. Customer gives OpenRegulatory Formwork permission to view data and take actions within Customer’s OpenRegulatory Formwork account for the purpose of delivering the Services, including support, maintenance, and onboarding, as well as to make design choices relating to the technical administration of the Services, for example, how the Service backs up data to keep it safe. Customer may request OpenRegulatory Formwork to perform actions within Customer’s OpenRegulatory Formwork account, and in doing so hereby grants OpenRegulatory Formwork the limited permission to view, create, and modify Customer Data in Customer’s OpenRegulatory Formwork account to fulfill the request, including but not limited to candidate records, reports, and account configurations. While not limited to the following, additional examples of the permissions encompassed in this section are: viewing or acting within an employee’s OpenRegulatory Formwork account to reproduce an issue or bug, creating or uploading job postings in the onboarding process, merging sources or tags, exporting data to produce a custom report, etc.
2.2.4 Changes in Data Protection Laws. If any variation to the Agreement between the Parties is required to maintain compliance with changes to applicable data protection laws, the Parties will negotiate necessary variations to this Agreement in good faith to address changes.
3.1 General. Customer is responsible and liable for all uses of the Service resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of employees and agents of Customer that are authorized to use the software ("Authorized Users"), and any act or omission by an Authorized User that would constitute a breach of this Agreement if performed by Customer. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
3.2 Customer Content; Compliance with Laws. Customer represents, warrants and covenants that Customer and its employees will not produce content or otherwise use the Service in a manner that (i) infringes or violates the intellectual property rights or property rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or, (iv) contains a virus or other harmful computer file, or program. Further, Customer represents, warrants and covenants that Customer, in performance of its obligations and/or exercise of its rights pursuant to this Agreement, will comply with all applicable laws and regulations. Customer further acknowledges that Customer is responsible for all employee activity in connection with the Services and that fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement.
4.1 Fees. Customer will pay OpenRegulatory Formwork the applicable fees in accordance with the terms of this Agreement. If Customer believes that OpenRegulatory Formwork has billed Customer incorrectly, Customer must contact OpenRegulatory Formwork no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to hello@openregulatory.com. In the event Customer payment of undisputed Fees to OpenRegulatory Formwork remains unpaid more than thirty (30) days after an invoice becomes due, or more than ten (10) days after an invoice becomes due for two (2) consecutive payments, all remaining fees due during the Service Term shall become immediately due and payable. Except as expressly set forth in this Agreement, all Fees are non-cancellable and non-refundable.
4.2 Renewal Service Term Fees. Fees for each Renewal Term may be increased by OpenRegulatory Formwork no more than once per year to be applied to the Renewal Service Term fees. OpenRegulatory Formwork reserves the right to change the Renewal Service Term fees or applicable charges and to institute new charges and fees at the end of any Service Term, upon thirty (30) days prior notice to Customer. Without limiting the foregoing, any Renewal Service Term in which subscription volume or products for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior Term’s per-unit pricing.
4.3 Invoices. All Fees will be invoiced upon the effective date. Unless otherwise specified, OpenRegulatory Formwork will automatically charge the Customer's credit card. Full payment must be received by OpenRegulatory Formwork thirty (30) days after the electronic delivery date of the invoice.
4.4 Credits. Any credits due to a Customer will be applied on the next invoice against amounts then due. If there are no future invoices expected, OpenRegulatory Formwork will issue a payment to Customer for credits due.
4.5 Taxes. Any amounts payable hereunder are exclusive of, and Customer shall be responsible for all taxes, including general sales tax, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of OpenRegulatory Formwork, unless Customer provides to OpenRegulatory Formwork a valid tax-exempt certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to OpenRegulatory Formwork on account thereof.
4.6 Refunds. Within the first 30 days of a Service Term, Customer can requested a refund if they deem the service unsatisfactory. The relevant refund amount will be transferred back to the customer's initially provided payment method.
5.1 OpenRegulatory Formwork IP. Except as expressly set forth in this Agreement, OpenRegulatory Formwork will own and retain all right, title and interest in and to (a) the Services, including all software, improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed as part of any professional services or support, and (c) all intellectual property rights related to all of the foregoing. This Agreement does not grant Customer (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the OpenRegulatory Formwork trademarks, logos, domain names, or other brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
5.2 Customer Data. CUSTOMER RETAINS ALL RIGHTS, TITLE AND INTEREST IN ITS CUSTOMER DATA, AND THIS AGREEMENT DOES NOT GRANT OPENREGULATORY ANY RIGHTS TO CUSTOMER DATA OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN CUSTOMER DATA EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT.
5.3 Blind Data. Notwithstanding anything to the contrary, OpenRegulatory Formwork will be free (during and after the term hereof) to, without any obligation to Customer to collect, develop, create, extract, compile, synthesize, analyze and commercialize statistics, benchmarks, measures and other information based on "Aggregated Data." "Aggregated Data" means Customer Data that is: (i) anonymized by removing any personal or other information so the data is in no way attributable to a specific customer or any individual; (ii) combined with the other data; and (iii) presented in a way which does not reveal the Customer’s or any individual’s identity.
5.4 Feedback. Notwithstanding anything to the contrary, if Customer or any of its employees or contractors provide OpenRegulatory Formwork with any ideas, suggestion(s), enhancement requests, feedback and/or recommendation(s) regarding the Services, including without limitation, new and/or improved features or functionality relating thereto ("Feedback"), OpenRegulatory Formwork is free to use and disclose such Feedback without any obligation to Customer or such employees or contractors and to incorporate into any existing or future products or features.
6. Confidential Information.Each party agrees that all non-public information, code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified in writing as confidential at the time of disclosure, is identified as confidential in writing within thirty (30) days of the disclosure, or is of a nature that a reasonable person with knowledge of the Disclosing Party’s business would understand to be confidential. For the avoidance of doubt, Confidential Information includes all Customer Data, code, inventions, know-how, business, technical, financial and personal data the Receiving Party obtains from the Disclosing Party. Except as provided herein (including, without limitation, as required for OpenRegulatory Formwork to provide the Services), the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. The Receiving Party’s non-use and non-disclosure obligations hereunder will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party without restriction on use and/or disclosure from a third party; (iv) is independently developed by or for employees of the Receiving Party without use of or reference to any Confidential Information of Disclosing Party; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
7.1 General Warranties. OpenRegulatory Formwork warrants to Customer that Services under this Agreement are provided in compliance with all applicable federal, state and local laws. OpenRegulatory Formwork will render the Services and any professional services in a professional and workmanlike manner. OpenRegulatory Formwork represents and warrants that (i) it has sufficient right, title and interest in the Services in order to provide the Services pursuant to the terms and conditions of this Agreement, and (ii) its execution and performance of this Agreement will not violate or conflict with any obligation it has to any third party.
7.2 Third Party Services. The foregoing warranty does not apply to, and OpenRegulatory Formwork strictly disclaims all warranties with respect to connections and/or links to non-embedded services, products and professional services that are provided and sold to Customer by third parties which interoperate with or are used in connection with the Service, including, without limitation, via application programming interfaces (collectively, "Third Party Services"). Any exchange of data or other interaction between Customer and Third Party Services is solely between customer and the operator of such Third Party Services, and is governed by customer’s agreement with such Third Party Services provider.
7.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND OPENREGULATORY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OPENREGULATORY NOR ITS LICENSORS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER ACKNOWLEDGES THAT OPENREGULATORY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. OPENREGULATORY IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, APPROPRIATENESS, OR LEGALITY OF DATA, USER POSTS, OR ANY OTHER INFORMATION POSTED BY A USER.
8.1 OpenRegulatory Formwork Indemnification. OpenRegulatory Formwork will indemnify, defend, and hold Customer harmless from and against all un-Affiliated third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such un-Affiliated third parties pursuant to such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Services infringe or misappropriate such third party’s patent, trademark, trade secret, copyright, or other intellectual property rights. OpenRegulatory Formwork’s obligations pursuant to this Section 8.1 will not apply, however, to the extent that such claim is caused by: (i) Customer’s use of the Services other than in accordance with the terms of this Agreement; (ii) Customer’s failure to use or implement corrections or enhancements to the Services made available free of charge to Customer by OpenRegulatory Formwork, (iii) customized portions or components of the Services designed and provided to Customer accordance with Customer specifications, (iv) modification of the Services that have not been performed by or on behalf of OpenRegulatory Formwork, and/or (v) combination of the Services with other products, services, processes or materials not supplied by OpenRegulatory Formwork (including, without limitation, Customer Data). "Affiliate" means any entity controlling, controlled by, or under common control with a party hereto, where "control" means the ownership of more than fifty percent (50%) of the voting securities in such entity.
8.2 Customer Indemnification. Customer will indemnify, defend, and hold OpenRegulatory Formwork harmless from and against all un-Affiliated third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such un-Affiliated third parties resulting from such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Customer Data and/or Customer’s provision thereof to OpenRegulatory Formwork violates such third-party’s patent, trademark, trade secret, copyright, or other intellectual property or proprietary right(s), or any claim that Customer has violated any applicable law(s), regulation(s), or the rights of any employee or candidate.
8.3 Indemnification Procedure. As a condition to the indemnifying party’s obligations pursuant to this Section 7, the indemnified party must: (i) promptly notify the indemnifying party in writing of all indemnifiable claims; (ii) provide the indemnifying party with reasonable assistance to settle or defend such claims, at the indemnifying party’s own expense; and (iii) grant to the indemnifying party the right to control the defense and/or settlement of such claims, at the indemnifying party’s own expense; provided, however, that: (1) the failure to so notify, and/or provide assistance will only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (2) the indemnifying party will not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: (x) makes any admission of wrongdoing on behalf of the indemnified party; or (y) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Service); and (3) subject to the foregoing, the indemnified party will have the right, at its expense, to participate in any indemnifiable claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent.
8.4 Sole Remedy. THIS SECTION 8.4 SETS FORTH CUSTOMER’S SOLE REMEDIES AND OPENREGULATORY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9.1 Limitation of Damages. EXCEPT WITH RESPECT TO BREACHES OF SECTION 6 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9.2 Limitation of Liability. IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY CLAIMS, SUITS, LIABILITY OR DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO OPENREGULATORY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.
9.3 Limitation of Claims. Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever waived.
10.1 Term. This Agreement will remain in full force and effect for the Service Term will automatically renew for additional one year periods (each a "Renewal Service Term" and collectively, the "Term"), unless either party requests termination in writing at least thirty (30) days prior to the end of the then-current Term. The Service Term will commence on the effective date. A termination request by either party will be given via certified mail or via e-mail to respective Party Billing Contact
10.2 Suspension. Notwithstanding anything to the contrary in this Agreement, OpenRegulatory Formwork may impose limitations on bandwidth usage, and/or temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if OpenRegulatory Formwork reasonably determines that (i) there is a threat to or attack on any of the Services; (ii) Customer’s or any Authorized User’s use of the Services abuses, disrupts or poses a security risk to the Services or to any other customer or vendor of OpenRegulatory Formwork; or (iii) Customer is in breach of its obligation to pay any Fees due under the Agreement (collectively, "Service Suspension(s)"). Prior to suspension of service pursuant to sub-Section (iii) above, OpenRegulatory Formwork will provide Customer with notice of non-payment and the amount due ("Non-payment Notice"). Unless the amount has been paid, OpenRegulatory Formwork reserves the right to suspend Customer access to the Services fourteen (14) calendar days after such Non-payment Notice. OpenRegulatory Formwork will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
10.3 Termination. In addition to any other express termination right set forth in this Agreement: i. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches any material provision of this Agreement, including, without limitation, by OpenRegulatory Formwork, in the event of any breach by Customer of Section 3 above, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or ii. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, and such proceeding is not dismissed within one hundred twenty (120) days of institution; (B) makes or seeks to make a general assignment for the benefit of its creditors; or (C) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business without a successor.
10.4 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of and/or access to the Service(s). No expiration or termination will affect Customer’s obligation to pay all Fees that have become due before the effective date of such expiration or termination, or entitle Customer to any refund.
10.5 Data. Prior to termination, and no more than once during the Term, OpenRegulatory Formwork will make all Customer Data available to Customer for electronic retrieval in .csv format upon request prior to the expiration of the Term solely to the extent that Customer has paid all undisputed then due Fees.
10.6 Survival. Sections 4, 6, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement will survive the expiration or termination of this Agreement.
11.1 Entire Agreement. This Agreement constitute the entire understanding of the parties with respect to the Service and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of this Agreement. This Agreement also supersedes any conflicting language contained in any applicable past or future purchase order regarding the subject matter of this Agreement. In the event of any conflict between the Terms of Service and Privacy POlicy, the following order of precedence will apply (in descending order): (1) The Privacy Policy and (2) the Terms of Service.
11.2 Amendment. There will be no force or effect to any different terms of any related purchase order provided as part of payment processing, even if signed by the parties after the date hereof. No supplement, modification, or amendment of this Agreement will 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.
11.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") must be in writing and to: Dr. Oliver Eidel, Fehrbelliner Str. 38, 10119 Berlin, Germany.
11.4 Publicity. OpenRegulatory Formwork may use Customer name or logo in its marketing materials or on its website for the sole purpose of marketing the Services. Use of Customer’s name and logo will be revocable at any time by Customer.
11.5 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control.
11.6 Waiver. No failure to exercise, or delay in exercising, any rights, powers or remedies arising from this Agreement will operate or be construed as a waiver of the rights of such a party to demand full compliance with the terms of this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
11.7 Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.
11.8 Dispute Resolution.
11.8.1 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law.
11.8.2 Negotiation. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the parties will use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
11.9 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of OpenRegulatory Formwork, which shall not be unreasonably withheld, or conditioned. Any purported assignment or delegation in violation of this Section will be null and void. OpenRegulatory Formwork may freely assign and/or transfer this Agreement. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
11.10 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.