PLEASE READ THESE CONSULTING AND TRAINING TERMS AND CONDITIONS (“Terms“) CAREFULLY. THESE Terms AND THE CORRESPONDING STATEMENT OF WORK (“SOW“) TOGETHER CONSTITUTE THE AGREEMENT BETWEEN THE CLIENT IDENTIFIED ON THE SOW (“Client“) AND E2OPEN, LLC, INCLUDING ITS AFFILIATES (“Vendor“), THAT GOVERNS Client’s USE OF THE PRODUCTS AND SERVICES OFFERED BY Vendor AS IDENTIFIED ON THE SOW. THE SOW AND THESE Terms ARE COLLECTIVELY REFERRED TO AS THE “Agreement.”

To the extent that services for training, exam, certification class, or other course offered by Vendor (collectively “Courses“) are included in the SOW, sections 1, 2, 3, and 4(b) shall apply in addition to all other provisions under these Terms. If the SOW does not provide for Courses, sections 1, 2, 3, and 4(b) shall not apply and shall be deemed automatically deleted from these Terms. Commencement of consulting services set forth in the SOW (“Consulting Services“) and/or enrollment in Courses and the purchase of, or access to, curriculum, books, course content, instructional and test preparatory materials, videos, tutorials, testing and assessment materials, or other materials offered or made available by Vendor in connection with the Courses (collectively “Materials“) are conditional upon Client’s acceptance of these Terms. By subscribing to any Consulting Services and/or enrolling in any Courses, Client agrees to be legally bound to the terms of the Agreement. Client agrees that it shall responsible for the adherence to all applicable terms and conditions of the Agreement by all permitted attendees for the Consulting Services and/or Courses (“Attendees“).

  1. Enrollment and Scheduling of Courses.

(a) Enrollment for Courses. Client’s enrollment for Courses is accomplished by the completion and execution of the SOW by both Client and Vendor. The SOW will, among other things, describe the applicable Courses and the agenda, duration, date, venue, and Attendees. Unless otherwise pre-approved by Vendor in writing, all Attendees must be employees of Client. Enrollment for Courses only entitles the Attendees to attend such Courses, and Attendees may not be substituted or supplemented without prior written consent of Vendor.

(b) Cancellations. Subject to section 1(c), Client may cancel a Course if Vendor receives written notice of cancellation ten (10) or more business days prior to the date of the Course. In such cases, Client’s training fees identified in the SOW (“Training Fees“) will be refundable, however all signing deposits identified in the SOW are non-refundable. No Training Fees will be refundable if Vendor receives written notice less than ten (10) business days prior to the date of the Course. Accordingly, if cancellation is made by Client less than ten (10) business days prior to the scheduled Course, the payment of the balance of the Training Fee is non-refundable (and to the extent not yet paid, it is due and payable), and Client agrees such Training Fee is in consideration of the direct resource expenditures made by Vendor in anticipation of providing the Courses and Materials on the scheduled Course date. There are no refunds for partial attendance of Courses.

(c) Course Changes. Vendor will make reasonable efforts to reschedule Courses if provided with prior written notice of such requests by Client within ten (10) business days prior to the date of such Courses. Client may reschedule up to two (2) times. Once Client reschedules any Course, Client may not subsequently cancel such Course. 

  1. License to Materials.

(a) License. Subject to the Agreement, the Materials made available to Client are licensed, and not sold to Client. This license is subject to Client’s prior acceptance of the Agreement, and Client agrees that the Agreement applies to all Materials, including enhancements and updates thereto. Subject to the terms and conditions of the Agreement, including payment of all applicable Training Fees by Client, Vendor grants the Attendees a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Materials solely in connection with the Courses provided by Vendor and for the Attendees’ personal reference, training, and education.

(b) Scope of Use. Accordingly, in consideration for the limited license granted to Client under section 2(a), Client and all Attendees of Courses will not: (i) record Courses or copy Materials in any manner, except for notes manually taken by permitted attendees for their own personal use; (ii) modify, rent, lease, loan, sublicense, sell, or distribute, the Materials or Courses; (iii) create derivative works of, or based on, the Materials or Courses; or (iv) share login information or otherwise permit access to webinars or other online Materials and Courses other than to persons rightfully registered with Vendor for such access.

  1. Certifications.

(a) Grant of Certifications. Courses offered by Vendor may include Vendor’s certification programs, including, without limitation, the Certified Classification Specialist program and the Duty Drawback Specialist program. Subject to this section 3, upon completion of the requirements and satisfactorily passing the applicable exams, Attendees of such Courses will be eligible for certification by Vendor in the applicable program (“Certification“).

(b) Examinations and Retesting. In order to receive Certification, Attendees must pass the applicable Vendor exam with a score of seventy-five percent (75%) or higher. If Attendees fail to pass the applicable exam on their first try, they will have two (2) months following the date of their first exam to take the exam up to two additional times. Retesting will occur through Vendor’s online e-learning platform. There is an exam fee each time the exam is retaken, please contact Vendor for our then current exam fees. The exam information is considered proprietary and confidential information of Vendor, and Client agrees to maintain the confidentiality of the information contained on Certification exams, including, without limitation, questions and answers for any such exam. If Client or any Attendees fail to maintain the confidentiality of the exam content, in addition to all other remedies available to Vendor, such Attendees will, at Vendor’s sole and exclusive option, be permanently ineligible for any Certification and be decertified from any current Certification they may have.

(c) Continuing Education. Once Attendees have received their Vendor Certification they must attend Vendor Courses to earn fifteen (15) continuing education credits every twelve (12) months following the date of their Certification. Failure to obtain the requisite continuing education credits every twelve (12) months will cause such Attendees’ Certification to expire.

(d) Reinstatement of Certification. If Attendees fail to meet their continuing education requirements by the applicable deadline, their Certification will expire. However, Attendees will have the opportunity to reinstate their Certification, subject to meeting the applicable continuing education requirements and paying a reinstatement fee. The reinstatement fee for continuing education that is: (i) completed one week or less after the applicable deadline is twenty dollars ($20.00); (ii) completed more than one week but within one month after the applicable deadline is forty-five dollars ($45.00); (iii) completed more than one month but within two months after the applicable deadline is ninety dollars ($90.00); (iv) completed more than two months but within two years after the applicable deadline is one hundred forty-five dollars ($145.00); and (v) completed two years or more after the applicable deadline is two hundred forty-five dollars ($245.00).

(e) Use of Certification Marks. Subject to the terms of the Agreement, upon meeting the requirements for initial Certification, and continuing so long as Attendees meet and comply with all applicable continuing Certification requirements, Vendor grants such Attendees a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the trademarks identified in sections 3(e)(i) and 3(e)(ii) below (“Marks”) for the applicable Certifications they have achieved. This license grants Attendees the right to use the Marks for the sole purpose of indicating that they have met the criteria for the corresponding Certification and for the promotion of services they perform in relation to their Certifications. All rights not expressly granted herein are reserved by Vendor. Client acknowledges Vendor has sole ownership of the Marks, and that nothing in the Agreement, in performance by Attendees as a Vendor certified individual, or that might otherwise be implied by law, shall give Client or Attendees any right, title, or interest in the Marks other than as specifically authorized herein. Any goodwill attaching to the Marks as a result of use by Attendees will inure to the benefit of Vendor. Client and Attendees may not use or reproduce the Marks in any manner whatsoever other than as described herein. All permitted reproductions of the Marks will be unmodified, and all Marks must appear with the superscript TM symbol. The Marks must be clearly associated with the appropriate Attendee as the certified individual. Marks will not be used in a manner that derogates from the rights of Vendor in the Marks, and Client and Attendees shall not take any action that may interfere with or diminish the rights of Vendor in the Marks during the term of the Agreement or after its termination or expiration. Nothing in the Agreement shall authorize Client or Attendees to use any Vendor trademarks, service marks, or logos except for the Marks, and only as expressly specified in these Terms.

(i) Signatures:

–  Certified Classification Specialist: CCLS

–  Duty Drawback Specialist Certification: DBS

(ii) Logo for Certified Classification Specialist:

Certified Classification Specialist

Duty Drawback Specialist

(f) Code of Conduct. As part of Attendees’ Certification, Attendees must: (i) conduct business in a manner which reflects favorably at all times on the products, services, goodwill, and reputation of Vendor; (ii) avoid deceptive, misleading or unethical practices; (iii) refrain from making any representations, warranties, or guarantees regarding Vendor or its Materials or Courses; (iv) comply with all applicable import and export regulations and any other applicable laws or regulations; and (v) comply with intellectual property rights and confidentiality protections for Vendor’s exams, software, and other products, Materials or Courses. A violation of this section 3(f) by any Attendees shall, at Vendor’s sole and exclusive determination, permit Vendor to revoke any and all Certifications such Attendees have received by Vendor.

(g) Disclaimer. Certifications offered by Vendor may not be recognized by third parties, including accredited or state licensed educational institutions. Certifications also do not guarantee job placement, career advancement, or any employment opportunities of any kind.

  1. Fees.

(a) Payments. Except as otherwise specified in these Terms, all (i) consulting fees identified in the SOW (“Consulting Fees“) and/or (ii) Training Fees and other fees for Materials and Courses (if any) are non-refundable. All fees identified by Vendor are in U.S. Dollars, and all payments made to Vendor must be made in U.S. Dollars. All fees do not include any federal, state and local sales, use, excise and other taxes, duties and governmental charges imposed on or with respect to the Consulting Services, deliverables identified in the SOW (“Deliverables“), Courses, and Materials. All such duties, sales and use taxes and handling fees, whenever imposed, shall be payable by Client. Any check submitted for payment that is returned for insufficient funds is subject to a fifty dollar ($50.00) administrative charge payable to Vendor. All fees must be paid prior to the date of any Consulting Service and/or Course.

(b) Membership Discounts. Vendor may, from time to time, offer promotional memberships, which may, among other things, entitle members to discounts for Materials and Courses. Promotional membership fees are non-refundable. Memberships must be current and all outstanding membership fees must be received by Vendor in order to receive discounts or other membership privileges.

  1. Warranty.

(a) THE Consulting Services, Courses, Deliverables, AND Materials ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EMPLOYABILITY, NON-INFRINGEMENT, AND ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE. Vendor DOES NOT WARRANT THAT THE CONTENT CONTAINED IN THE Consulting Services, Courses, Deliverables, AND Materials WILL BE UP-TO-DATE, ACCURATE, COMPLETE, FREE FROM ERRORS, OR SUFFICIENT TO MEET THE REQUIREMENTS OF Client OR Attendees. Vendor DOES NOT WARRANT THAT THE Consulting Services, Courses, Deliverables, AND Materials WILL ENABLE Client OR Attendees TO COMPLY WITH IMPORT AND EXPORT CONTROL LAWS AND REGULATIONS, ENABLE Client TO QUALIFY UNDER ANY U.S. FREE TRADE AGREEMENT, ENABLE Attendees TO PASS THE CUSTOMS BROKERS EXAM, OR GUARANTEE QUALIFICATION FOR, OR ADMISSION TO, PROGRAMS OF THE CUSTOMS AND BORDER PROTECTION AGENCY SUCH AS THE CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM PROGRAM AND THE IMPORTER SELF ASSESSMENT PROGRAM.

(b) Any statement by Vendor’s faculty and staff, and any description of the Consulting Services, Courses, Deliverables, and Materials contained in any and all brochures, pamphlets or other literature of Vendor, including, without limitation, on Vendor’s website, whether delivered before or after the date hereof, are not intended to be warranties. Instead, they are for the sole purpose of identifying such Consulting Services, Courses, Deliverables, and Materials; and such descriptions are not part of the basis of the bargain, and do not constitute a warranty that the Consulting Services, Courses, Deliverables, and Materials shall conform to those descriptions.

(c) Information provided by Vendor and its faculty and staff regarding U.S. free trade agreements is based on Client’s and Attendees’ classification of products under the Harmonized Tariff Schedules (“HTS”). Vendor takes no position on the appropriate classification of products under the HTS. Client acknowledges and agrees that inaccurate classification under the HTS can, among other things, negatively impact the qualification of such products under the applicable U.S. free trade agreements, and Client assumes all liability for such classifications and the information received from Vendor in response to Courses related to HTS.

  1. Term and Termination.

(a) Term. The term of the Agreement will commence upon the acceptance of the SOW by the parties, which is evidenced by the mutual execution of the SOW by Client and Vendor, and shall continue until terminated in accordance with this section 6.

(b) Termination. Vendor may terminate the Agreement immediately on written notice to Client, upon the occurrence of any one of the following events: (i) failure to comply with any of the terms of the Agreement by Client or Attendees, including, without limitation, the terms governing the use of the Marks; or (ii) Client or any Attendee misappropriate or disclose any Vendor confidential information or exam information, or otherwise infringe any other intellectual property right of Vendor, or engage in any other activities prohibited by law. Upon a breach of the Agreement by any of the Attendees, Vendor reserves the right to terminate the Agreement with respect to such breaching Attendees only, including, without limitation, revocation of any Certifications earned by such breaching Attendees and termination of use of the corresponding Marks by such Attendees. Immediately upon termination of the Agreement, Client and any applicable Attendees shall immediately cease all use of any Marks corresponding to the Certification to which this Agreement relates. If a Certification expires because an Attendee has failed to comply with the continuing education requirements under section 3(c), the licenses granted to Attendees under section 3 shall immediately terminate with regards to such Certification; however any other Certification will continue to be licensed pursuant to the terms of section 3 until such Certification is terminated or expires. If an expired Certification is reinstated under section 3(d), the licenses granted under section 3 shall apply to such reinstated Certification.

  1. Limitation of Liability.

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE Agreement, Vendor SHALL NOT BE LIABLE TO Client, Attendees, OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, COVER DAMAGES OR LOST PROFITS, OR DAMAGES RELATING TO, RESULTING FROM, OR ARISING OUT OF THE AGREEMENT OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, WITHOUT LIMITATION, COMPUTER MALFUNCTION, TELECOMMUNICATIONS FAILURES, FAILURE TO ACHIEVE Certification, USE OR INABILITY TO USE THE Marks, THE TERMINATION OR REVOCATION OF Certifications, CANCELLATION OR RESCHEDULING OF Consulting Services OR Courses OR THEIR LOCATIONS, INCLUDING, WITHOUT LIMITATION, TRAVEL AND LODGING EXPENSES SUCH AS AIRLINE AND HOTEL RESERVATIONS, OR OTHER CAUSE, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH Vendor KNEW OR SHOULD HAVE KNOWN OF AND REGARDLESS OF WHETHER THE CLAIM IN QUESTION IS BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, TORT OR OTHERWISE.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF Vendor ARISING OUT OF OR RELATING TO THE Agreement OR TRANSACTIONS CONTEMPLATED THEREBY SHALL NOT EXCEED THE Consulting Fees OR Training Fees PAID BY Client AND RECEIVED BY Vendor FOR THE AFFECTED Consulting Services, Courses, Deliverables, AND Materials IN QUESTION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM IN QUESTION, REGARDLESS IF SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, TORT OR OTHERWISE.

  1. Proprietary Rights.

(a) Except for the explicit license granted under section 2(a), and if applicable, section 3(e): (a) Vendor and its licensors own and shall retain ownership in the entire right, title, and interest in and to the Deliverables and Materials and all proprietary rights embodied therein (including but not limited to originals, translations, compilations, derivatives, and partial copies, if any) or any products or processes encompassed thereby or improvements or developments thereof, conceived, created, and/or developed; and (b) nothing in the Agreement shall explicitly or implicitly restrict, impair, transfer, license, convey or otherwise alter or deprive Vendor of any of its proprietary rights, or the rights, title, or interest in or to any content, data, information or any other materials or rights, tangible or intangible, including, but not limited to, the Deliverables or Materials. Neither Client, nor any Attendees, shall directly or through any third party, use any Deliverables or Materials or information derived from the Consulting Services or Courses to create, modify or enhance any product or service that is substantially similar to any of the Consulting Services, Courses, Deliverables, or Materials.

(b) Client agrees that all Work Product (as defined below) shall be the exclusive property of Vendor, and Client hereby assigns all its rights in and to the Work Product and in all related patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights to Vendor. Client acknowledges that Vendor, at its sole discretion, shall have the right to license the Work Product or any portion thereof, and/or incorporate the Work Product or any portion thereof into courses, materials, products, or services, for use by other clients of Vendor without royalty or other consideration to Client. At Vendor’s request and expense, Client shall assist and cooperate with Vendor in all reasonable respects and shall execute documents, give testimony and take further acts as reasonably requested by Vendor to acquire, transfer, maintain and enforce patent, copyright, trademark, mask work, trade secret and other legal protection for the Work Product. As used herein, the term “Work Product” means all materials, software, tools, data, inventions, works of authorship and other innovations of any kind that Vendor, or personnel working for or through Vendor, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing the services under the SOW or as a result of such Consulting Services or Courses under the SOW, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection.

(c) Subject to Client’s performance (including full payment of all billed amounts hereunder) of its obligations hereunder and upon completion of the Consulting Services or Courses identified on the SOW, Vendor shall grant to Client a worldwide, non-exclusive, non-transferable license to use, within Client’s enterprise only, the Work Product subject to such SOW, solely for Client’s internal business purposes. Client shall not, without the written consent of Vendor, (i) rent, lease, sublicense, sell, transfer or otherwise grant rights in or to the Work Product (in whole or in part) to any third party in any form; or (ii) use the Work Product for third-party training, commercial time-sharing or service bureau use.

  1. Indemnification.

Client agrees to defend, indemnify, reimburse and hold harmless Vendor, its affiliates, and their respective directors, officers, employees, agents, successors and assigns from and against any and all liabilities, damages, losses, claims, demands, judgments, awards, costs, and expenses (including court costs and reasonable fees of attorneys and other professionals) brought or threatened by any third parties, including Client’s customers and clients, arising out of, relating to, or resulting from: (i) any breach by Client or any Attendee of the Agreement, (ii) any failure by Client or any Attendee to comply with applicable laws, (iii) the services provided by Client or any Attendee, or (v) acts or omissions taken by Client or any Attendee in connection with use of the Marks.

  1. General.

(a) Governing Law. Client acknowledges and agrees that the Agreement shall be a contract made in the United States, state of New Jersey. All matters arising out of or relating to this the Agreement and the transactions contemplated thereunder shall be construed and governed in accordance with the domestic laws of the state of New Jersey, without giving effect to principles of comity of nations or conflicts of law. In case of a dispute arising from the interpretation or enforcement of Vendor’s or its licensors’ trademarks, copyrights, confidential information, or other proprietary rights, U.S. federal law also shall apply.

(b) Dispute Resolution. Any controversy or claim arising out of or relating to the Agreement or any of the transactions contemplated thereby, including without limitation whether or not such dispute is subject to arbitration, shall be settled by binding arbitration in accordance with the United States Arbitration Act and administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (“Rules“), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be heard by one (1) arbitrator in New York, New York, to be selected in accordance with the Rules. Any award in an arbitration initiated hereunder shall be in accordance with New Jersey law and U.S. federal law, as more particularly specified in section 10(b), and the successful party will be entitled to be awarded all costs, including reasonable attorney’s fees, paid or incurred by such prevailing party during the course of the arbitration proceedings. In any arbitration initiated hereunder the arbitrators will have no authority to award against Vendor consequential, exemplary, incidental, indirect or special damages, cover damages, lost profits or punitive or other damages not measured by Client’s actual direct damages, except as may be required by applicable statute and then only to the extent such requirement cannot, as a matter of law, be waived. Notwithstanding anything to the contrary contained herein, Vendor shall not be required to arbitrate and shall have the right to seek immediate judicial resolution for all disputes involving breach of any of the provisions of sections 2(b), 3(e), 3(f), or 8. Any such action shall be brought in a federal or state court located in the United States of America, state of New York, County of New York, and to the extent not otherwise subject to the jurisdiction of such courts, Client agree to waive any objection to such jurisdiction and to subject itself to the jurisdiction of such courts.

(c) Limitation of Action. No arbitration, action, or proceeding at law, in equity or otherwise shall be commenced by Client against Vendor for Vendor’s alleged breach of any obligation or duty owed by Vendor under the Agreement or under applicable law, unless: (i) Client notifies Vendor in writing at the address specified in the SOW within thirty (30) days from the date of such alleged breach, provided Vendor does not remedy or correct the breach within sixty (60) days from the receipt of the notice; and (ii) such action or proceeding is commenced by Client within twelve (12) months from the date the breach occurs for any action whether in contract, negligence, strict products liability, tort or otherwise regardless of the Client’s lack of knowledge.

(d) Assignment. Client shall not assign any rights or delegate any of its duties under the Agreement. Any attempted assignment or transfer without the consent of Vendor shall be null and void, and without legal force and effect.

(e) Notices. Any notice, request, demand or other communication permitted or required to be given under the Agreement shall be in writing and shall be deemed to have been duly given, made and received one (1) day following the day when deposited for overnight delivery to the intended party with a reputable, established overnight courier service that regularly maintains records of its pick-ups and deliveries, or three (3) days following the date when deposited with the United States Postal Service as registered or certified mail, postage prepaid, return receipt requested, in each case to the address of such party as set forth on the SOW. Either party may from time to time change its address for receipt of notices and other communications by giving the other party notice of the change pursuant to this section 10(e).

(f) Force Majeure. Vendor shall not be liable for failure or delay in fulfilling its obligations under the Agreement to the extent that such failure or delay is due to a force majeure event, whether foreseen or unforeseen, including, without limitation, interruption of transportation, delays in delivery, governmental regulation, labor disputes, strikes, acts of God, wars, terrorism, acts of public enemy, civil disturbance, unavailability of venue, or any other causes beyond Vendor’s reasonable control, whether or not such cause be of the same class or kind as those enumerated above, such enumeration being expressly understood to be in addition to other causes or classes of causes beyond Vendor’s control.

(g) Waiver. Failure or delay by Vendor to enforce compliance with any term or condition of the Agreement shall not constitute a waiver of such term or condition.

(h) Entire Agreement. The SOW executed by the parties and the Terms constitute the entire agreement(s) between the parties with regard to the subject matter therein, and supersede all previous oral or written agreements, amendments, understandings, and communications between the parties with respect to such subject matter. Neither the course of conduct between the parties nor trade usage shall modify or alter the Agreement.

(i) Severability. If any provision of the Agreement or its application to any party or circumstance is held to be invalid, illegal, or unenforceable to any extent by a court of competent jurisdiction, the remainder of the Agreement and the application of that provision to the other parties or to other circumstances is not affected and is to be enforced to the fullest extent permitted by applicable law.

(j) Modification. Except as provided herein, no waiver or modification of any of the provisions of the Agreement shall be binding unless in writing and signed by duly authorized representatives of the party against whom enforcement is sought.

(k) Order of Precedence. In the event of a conflict between the provisions of the SOW and the provisions of the Terms, the Terms shall control. Notwithstanding anything to the contrary contained herein, in the case that this SOW constitutes an “Addendum” under an existing Subscription Agreement entered into by and between Client and Vendor, then in the event of a conflict between the provisions of the Terms, SOW, and Subscription Agreement and accompanying Services Agreement, the parties explicitly agree that the following order of precedence shall apply: (i) the Terms; (ii) the SOW; (iii) the Subscription Agreement; and (iv) the Services Agreement. Accordingly, if the SOW constitutes an Addendum, the parties expressly acknowledge, agree, and identify the SOW and Terms as being controlling over deviations or conflicting provision(s) in the Subscription Agreement or the Services Agreement.

(l) Survival. Sections 2(b) (if applicable), 5, 7, 8, 9, and 10 of these Terms shall survive the termination or expiration of the Agreement for any reason.