CTM Service Terms

CTM 服务条款

These CTM Service Terms (“CTM Terms”) govern the subscription and/or use of the related services, provided by Amber Road China, Ltd. (“Vendor”), a wholly-owned subsidiary of E2open, LLC, of the customer company identified on the Order Form (“Customer”)

1. Definitions

“Agreement” means these CTM Terms and any Order Forms.

“Confidential Information” means the terms of this Agreement and any information that is marked or otherwise designated in writing as confidential at the time of disclosure, or absent a marking that a reasonable person would expect to be confidential under the circumstances, and which is disclosed by a party to the other party whether such information was or is shared by the parties in the course of negotiating this Agreement before the Effective Date, as defined in the first Order Form signed by Vendor and Customer under these CTM Terms, or thereafter. Confidential Information does not include information that:

(a) is or becomes known to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party;

(b) is or becomes publicly known or otherwise ceases to be confidential, except through a breach of this Agreement by the receiving party;

(c) is independently developed by the receiving party; or

(d) was already in Recipient’s possession at the time of disclosure and without restriction as to confidentiality

The Subscription Services, Documentation, Vendor Materials, and pricing set forth in an Order Form are Vendor’s Confidential Information. The Transaction Data is Customer’s Confidential Information.

“Content” means any data including, without limitation, HS classifications, restricted party lists, export controls and import controls, rules of origin for the internal trade agreements and duties and taxes for specific countries sourced by Vendor for including in services provided to customers. Available Content is described in the Documentation. Ordered Content is included in an Order Form. Any new content for a country (new or existing) or rules of origin not currently maintained on the effective date of an Order Form must be ordered separately.

“Documentation” means the then-current user guides, training materials, Content scope and coverage, technical and functional manuals, and other instructional and reference materials that Vendor generally distributes or makes available to customers for the Services.

“Intellectual Property Rights” means all right, title or interest in and to inventions, discoveries, patents, trademarks, domain names, design rights, copyrights, database rights, know-how, trade or business names, trade secrets, goodwill, and other similar intellectual property rights (in each case whether or not registered or registerable and including all applications for any registerable rights) throughout the world, for the full duration of such rights.

“Order Form” means each separate, written document signed by the parties under which Customer orders the Services listed on the document and may include quantities and duration of the Services and the applicable use, fees, and costs. Each Order Form becomes a part of this Agreement.

“Professional Services” means the general consulting, implementation, and/or training services identified on an Order Form, but do not include Subscription Services.

“Services” collectively means the Subscription Services and the Professional Services.

“Statement of Work” or “SOW” means the document that describes the Professional Services to be provided, including the general project plan and schedule. Each SOW incorporates the terms of this Agreement.

“Subscription Services” means the subscription-based services identified on an Order Form.

“Transaction Data” means any content, materials, data, and information that Users input or cause to be input into the Subscription Services or that Customer or Users derive from their use of and store in the Subscription Services. Transaction Data and its derivatives do not include Vendor’s Confidential Information.

“User” means any individual natural person or approved automated system (commonly called a bot) granted access through a unique user ID, issued by Customer for access and/or use of the Subscription Services.

“Vendor Materials” means any technology, equipment, information and materials provided or developed by Vendor (independently or with Customer’s or a third-party’s cooperation) on its own initiative and in the course of performance under the Agreement, including in the delivery of any support or Professional Services to Customer including Documentation, solution configuration document, integration configuration document, Content and any derivative works thereof. Vendor Materials do not include the Transaction Data or Customer’s Confidential Information.

2. Access Grant; Restrictions

2.1. Vendor hereby grants Customer a non-exclusive, non-transferable, worldwide right during the term of an applicable Order Form for its Users to access and use the applicable Subscription Services, Documentation, and Vendor Materials solely for Customer’s internal business purposes as contemplated by this Agreement; provided that any User that is an automated system must be approved by Vendor. For avoidance of doubt, affiliates of Customer or other third parties are not granted the rights under this Section 2.1 and Section 7.4, unless and to the extent that such entities are listed in an Order Form as Authorized Affiliates (as defined in relevant Order Form). Customer hereby grants Vendor a non-exclusive, worldwide right to use Transaction Data, documentation, tools, and other items provided by Customer as reasonably necessary to provide the Services during the term of the Agreement. Customer hereby grants Vendor a non-exclusive, worldwide right to create aggregated forms of the Transaction Data that do not identify Customer or Users (“Statistics”) for Vendor’s business purposes.

2.2. Customer is responsible for the Transaction Data and for the administration, authorization and termination of all User access authorizations. Customer will provide Vendor with accurate, complete and updated registration information of its Users. Notwithstanding the foregoing, Vendor may refuse registration of or suspend Users’ access to the Subscription Services if, in Vendor’s reasonable judgment, a significant threat to the security or functionality of the Subscription Services or any component thereof is imminent or spamming or illegal activity. Vendor will notify Customer of any such occurrence. Customer is responsible for the security of its access to the Subscription Services and the security of Users’ access authorization. Customer will not permit Users to share User IDs and passwords. Customer will promptly notify Vendor of any unauthorized use of the Subscription Services, or any other breach of security suspected or known to Customer. Customer is also responsible for maintaining the required hardware, software, internet connections, and other resources necessary for Users to access the Services.

2.3. Customer is responsible for its Users’ compliance with the terms and conditions of this Agreement. Except as expressly permitted herein, Customer will: use the Subscription Services in compliance with Vendor’s Acceptable Use Policy located at http://www.e2open.com/company/acceptable-use-policy/, incorporated by reference herein; comply with Vendor’s Security Guidelines Policy located at http://www.e2open.com/company/customer-security-policy/, incorporated by reference herein; and not, without the prior written consent of Vendor, directly or indirectly: transfer, assign, lease, loan, resell, distribute or otherwise grant any rights in the Services, Documentation, or Vendor Materials in any form to any third party, including commercial time-sharing, rental or service bureau use; reverse engineer, decompile, disassemble, or attempt to discover the source code from any Services or Vendor Materials; copy, modify, or create derivative works based on the Services, Documentation, or Vendor Materials; or remove or alter any notices of Intellectual Property Right or confidentiality or similar legends appearing in or on any aspect of any Subscription Services.

3. Fees and Payment

3.1. Fees. Customer will pay all fees identified in the Order Form. All invoices are due and payable within 30 days of the date of invoice unless otherwise stated on the Order Form. All Order Forms are non-cancellable and fees non-refundable.

3.2. Late Payment. Any payment not received 30 days after the payment due date will accrue liquidated damage at a rate of 0.04% per day.

3.3. Suspension of Services and Acceleration. If any amount owed by Customer is 30 or more days overdue, Vendor may (a) accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable; and/or (b) suspend Services until such amounts are paid in full. Vendor will provide at least 10 days’ prior notice that Customer’s account is overdue before suspending Services.

3.4. Taxes. Customer is responsible for all sales tax, use tax, withholdings, VAT, and any other taxes and charges of any kind imposed by any governmental entity having authority on the transactions contemplated by this Agreement, excluding only taxes on Vendor’s net income.

4. Vendor Professional Services.

4.1. Any Professional Services required will be outlined in a Statement of Work. Any changes to the scope of Professional Services will be identified on a change request form signed by the parties. Unless identified as fixed fees in an Order Form, Professional Services will be performed and invoiced on a time and materials basis, notwithstanding any estimated fees in the Order Form. Customer agrees to reimburse Vendor for actual, reasonable travel, living, and out-of-pocket expenses (“Expenses”) incurred in providing Professional Services.

5. Warranties

5.1. Vendor warrants that the Subscription Services, excluding Content, will substantially perform in accordance with the Documentation. AS CUSTOMER’S SOLE REMEDY FOR A BREACH OF THIS WARRANTY, VENDOR WILL, AT ITS DISCRETION, EITHER REPAIR OR REPLACE THE PORTION OF THE SUBSCRIPTION SERVICES THAT DO NOT COMPLY WITH THE WARRANTY, OR REFUND THE AMOUNTS PAID BY CUSTOMER FOR THE NONCONFORMING PORTION OF THE SUBSCRIPTION SERVICES FOR THE PERIOD OF THE NONCONFORMANCE.

5.2. Professional Services Warranty. Vendor warrants that the Professional Services will be performed in a professional and skilled manner consistent with applicable industry standards. AS CUSTOMER’S SOLE REMEDY FOR A BREACH OF THIS WARRANTY, VENDOR WILL RE-PERFORM NONCONFORMING PROFESSIONAL SERVICES PROVIDED CUSTOMER NOTIFIES VENDOR OF THE NONCONFORMITY WITHIN 30 DAYS AFTER DELIVERY.

5.3. CONTENT IS PROVIDED AS IS WITH NO WARRANTIES, EXPRESS OR IMPLIED. VENDOR DOES NOT REPRESENT OR WARRANT THAT CONTENT WILL BE UP-TO-DATE, ACCURATE, COMPLETE, OR SUFFICIENT TO MEET CUSTOMER’S REQUIREMENTS. CUSTOMER ASSUMES ALL RISK FOR USE OF AND RELIANCE ON CONTENT. VENDOR DOES NOT REPRESENT OR WARRANT THAT CONTENT, TO THE EXTENT DEFECTIVE, WILL BE CORRECTABLE OR ENABLE CUSTOMER TO COMPLY WITH APPLICABLE LAW OR REGULATION. IN THE EVENT THAT A DEFECT IN THE CONTENT IS ACTUALLY DISCOVERED BY CUSTOMER OR VENDOR NOTIFIES CUSTOMER OF A DEFECT, WHERE IT IS REASONABLE TO CONCLUDE THAT DAMAGE MAY RESULT, CUSTOMER ASSUMES ALL RISK FOR ITS CONTINUED USE OF THE DEFECTIVE CONTENT,

5.4. OTHER THAN MANDATORY WARRANTIES THAT CANNOT, AS A MATTER OF LAW, BE WAIVED OR LIMITED BY CONTRACT, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE EXPRESS TERMS OF SECTION 5.1 AND SECTION 5.2 ; AND THEREFORE THE WARRANTIES SET FORTH IN SECTION 5.1 AND SECTION 5.2 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE.

6. Confidentiality

6.1. The receiving party will protect all Confidential Information of the disclosing party to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. The receiving party will not disclose any Confidential Information of the disclosing party to any person other than those necessary to enable it to exercise its rights or perform its obligations under this Agreement and who are under substantially similar obligations of confidentiality. If a party is compelled by law to disclose Confidential Information of the other party, it will provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. If the terms of this Agreement conflict or are otherwise inconsistent with terms of any non-disclosure agreement the parties entered into prior to the Effective Date, the terms of this Agreement will control.

7. Intellectual Property

7.1. Customer acknowledges and agrees that the Vendor Materials are technology and business operation information that have been acquired and assembled at significant expenditures of time and other resources. Customer additionally acknowledges and agrees that such Vendor Materials (i) are unknown to the public; (ii) have economic value; (iii) have practical utility; and (iv) are kept in a safe place and Vendor has taken and is taking all reasonable precautions to protect its secrecy through the use of reasonable security measures.

7.2. Customer owns and shall retain ownership in the entire right, title, and interest in and to the Transaction Data and all Intellectual Property 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, alone by Vendor or by Customer, or with Vendor or others.

7.3. Vendor owns and shall retain ownership in the entire right, title, and interest in and to the Vendor Materials and items delivered by Vendor under a Statement of Work or when providing Services (“Deliverables”), and all Intellectual Property 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, alone by Customer or by Vendor, or with Customer or others. Except for the explicit licenses granted under Section 2.1 and Section 7.4 of these CTM Terms, nothing in this Agreement shall explicitly or implicitly restrict, impair, transfer, license, convey or otherwise alter or deprive Vendor of any of its Intellectual Property Rights, or the rights, title, or interest in or to any software, content, data, information or any other materials or rights, tangible or intangible, including, but not limited to, the Vendor Materials and any Deliverables.

7.4. Subject to Customer’s performance (including full payment of all undisputed billed amounts hereunder) of its obligations hereunder and upon completion of the applicable Services, Vendor shall grant to Customer a worldwide, non-exclusive, non-transferable license to use, within Customer’s enterprise only, the Deliverables, solely for Customer’s internal business purposes during the Term. Except to the extent as may be required by applicable law, and then only to the extent such requirement cannot, as a matter of law, be waived or limited by contract, Customer shall not modify, copy, duplicate, reproduce, create derivative works of, reverse engineer, license or sublicense the Deliverables. This license to Deliverables shall terminate when this Agreement expires or terminates.

7.5. Customer hereby authorize vendor to mention its trademark and name in the vendor`s marketing activities, but only for the statement of the relationship under this agreement.

8. Limitation of liabilities

8.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AND SUBJECT TO THE PROVISIONS OF SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, COVER DAMAGES OR LOST PROFITS, OR DAMAGES RELATING TO OR RESULTING FROM BUSINESS INTERRUPTION, DOWNTIME, LACK OF SYSTEM AVAILABILITY, LOSS OF GOODWILL, LOST OR COMPROMISED DATA, OR COMPUTER FAILURE OR MALFUNCTION OR OTHER CAUSE OTHERWISE, DIRECTLY OR INDIRECTLY RESULTING FROM, RELATING TO, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. THE LIMITATIONS OF DAMAGES CONTAINED IN SECTION 8 WILL, ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT, NOT APPLY TO: (i) A PERSONAL INJURY CAUSED BY EITHER PARTY; OR (ii) EITHER PARTY’S WILLFUL MISCONDUCT.

8.2. THE PARTIES ACKNOWLEDGE AND CONFIRM THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF VENDOR ARISING OUT OF OR RELATING TO THE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED THEREBY, SHALL NOT EXCEED THE AMOUNT OF REVENUES RECEIVED AND RETAINED BY VENDOR FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE CALENDAR YEAR IN WHICH THE CLAIMS OCCUR OR RMB 1,000,000, WHICHEVER IS LESS.

9. Indemnification.

9.1. Vendor Indemnification. Vendor will indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs

or expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by such Customer Indemnitee arising out of any claim, suit, action or proceeding (each, an “Action”) by a third party to the extent that such Losses result from any allegation that Customer’s or a User’s use of the Services (excluding Transaction Data) in compliance with this Agreement infringes an Intellectual Property Right. This obligation does not apply to any Action or Losses arising out of or relating to any:

9.1.1. access to or use of the Services or Vendor Materials in combination with any hardware, system, software, network, or other materials or service not provided or authorized in writing by Vendor; or

9.1.2. modification of the Services or Vendor Materials other than: (i) by or on behalf of Vendor; or (ii) with Vendor’s written approval

9.2. Customer Indemnification. Customer will indemnify, defend, and hold harmless Vendor and its officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Vendor Indemnitee”) from and against any and all Losses incurred by such Vendor Indemnitee in connection with any Action by a third party to the extent that such Losses arise out of or relate to any:

9.2.1. Transaction Data, including any processing of Transaction Data in accordance with this Agreement; or

9.2.2. materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any User, including without limitation any third-party materials or information provided by any third-party provider complying with any terms and conditions signed by Customer and such third-party provider;

9.3. Indemnification Procedure. Each party will promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to this Agreement. The party seeking indemnification (the “Indemnitee”) will cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense of the Action and will employ counsel to handle and defend the Action, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor will have no authority to settle an Action on terms that would have a material adverse effect on the Indemnitee, without the Indemnitee’s prior written consent, which will not be unreasonably withheld or delayed.

9.4. MITIGATION. IF ANY OF THE SERVICES OR VENDOR MATERIALS ARE, OR IN VENDOR’S OPINION ARE LIKELY TO BE, CLAIMED TO INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT, OR IF CUSTOMER’S OR ANY USER’S USE OF THE SERVICES OR VENDOR MATERIALS IS ENJOINED OR THREATENED TO BE ENJOINED, VENDOR MAY, AT ITS OPTION AND SOLE COST AND EXPENSE:

9.4.1. OBTAIN THE RIGHT FOR CUSTOMER TO CONTINUE TO USE THE SERVICES AND VENDOR MATERIALS AS CONTEMPLATED BY THIS AGREEMENT;

9.4.2. MODIFY OR REPLACE THE SERVICES AND VENDOR MATERIALS, IN WHOLE OR IN PART, WHILE PROVIDING EQUIVALENT FEATURES AND FUNCTIONALITY; OR

9.4.3. TERMINATE THE RESPECTIVE ORDER FORM WITH RESPECT TO THE POTENTIALLY INFRINGING SERVICES AND/OR VENDOR MATERIALS, AND REQUIRE CUSTOMER TO IMMEDIATELY CEASE ANY USE OF THE SERVICES AND VENDOR MATERIALS OR ANY COMPONENT THEREOF, AND VENDOR WILL REFUND PREPAID BUT UNUSED FEES COVERING THE REMAINDER OF THE TERM OF THE TERMINATED SUBSCRIPTIONS.

9.5. THIS SECTION9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND VENDOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED INTELLECTUAL PROPERTY RIGHTS ACTIONS.

10. Force Majeure

10.1. Except for the payment of monies due to the other party under this Agreement, neither party shall be liable for the failure or delay in fulfilling its obligations under this Agreement if such failure or delay is caused by conditions beyond its control including, but not limited to war, fire, typhoon, flood, earthquake, Government restrictions, Government controlled networks, and/or any other cause beyond the reasonable control of the party whose performance is affected. The time for the performance of relevant obligations shall be postponed for a period of time equal to the time lost due to the event of force majeure.

10.2. The party suffering the force majeure event shall give the other party prompt written notice. Once the force majeure has been overcome or eliminated, the party shall give the other party prompt written notice and continue to fulfill its obligations in this Agreement.

11. Governing Law and Dispute Resolution

11.1. Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. In case no settlement can be reached, it shall be submitted to Shanghai Arbitration Commission for arbitration. This Agreement shall be governed by laws of the People’s Republic of China. Nothing in this Agreement affects any applicable statutory rights of either of the parties that cannot, as a matter of law, be waived or limited by contract.

11.2. Notwithstanding anything to the contrary contained herein, neither party shall be required to mediate or arbitrate and shall have the right to seek immediate judicial resolution for all disputes involving the other party’s breach of any of the provisions of Section 6 of these CTM Terms, or a violation of the Intellectual Property Rights of a party. Section 11.1 shall not be construed to prevent a party from instituting, at any time, including before or during the dispute resolution process, (i) formal proceedings to avoid the expiration of any applicable statute of limitations period, (ii) claims for injunctive relief, or (iii) proceedings to preserve a superior position with respect to other creditors.

12. Term and Termination

12.1. Term. This Agreement commences on the Effective Date and continues until terminated as set forth herein. Each Order Form may have its own effective date, term, and termination provision; however, unless otherwise agreed to by the parties in writing, Order Forms are not cancelable by Customer. The expiration or termination of any Order Form, in whole or in part, will not affect Customer’s payment obligations under any other Order Form(s) then in effect.

12.2. Termination. Either party may terminate this Agreement:

12.2.1. if the other party breaches this Agreement in any material respect and fails to cure the breach, if capable of cure, within 30 days after receiving notice from the other party specifying the nature of the breach; or

12.2.2. immediately if the other party becomes the subject of an application for bankruptcy which have been accepted by the people’s court or any other proceeding relating to liquidation or assignment for the benefit of creditors.

12.3. Effect of Termination. Upon termination of this Agreement, all rights granted to Customer hereunder with respect to the Services and all Vendor Materials will automatically terminate and Customer will immediately discontinue its use thereof. After termination, each party will destroy all Confidential Information of the other party in its possession received under this Agreement and will not make or retain any copies of such Confidential Information except as required to comply with any applicable law, regulation, or reasonable internal record-keeping or information technology policies. Notwithstanding the foregoing, non-destruction of electronic copies of materials containing or reflecting Confidential Information that are automatically generated through data backup or archiving systems will not be deemed to violate this Agreement, so long as the Confidential Information contained therein is not disclosed or used in violation of the other terms of this Agreement.

13. Compliance.

13.1. Customer Compliance. Customer will comply with all applicable laws and regulations governing the use, access, or export of the Services or any part thereof. Without limitation, the Subscription Services or any part thereof may not be used or accessed within or by, or otherwise exported to, (a) any United States embargoed country; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nations, the United States Department of Commerce’s Table of Denial Orders, or other similar lists.

13.2. Vendor Compliance. Vendor will comply with the privacy policy at https://www.e2open.com/company/privacy-policy.

13.3. Anti-corruption Compliance. Both parties expressly agree that each will fully comply at all times with all applicable anti-corruption laws including, but not limited to, the Foreign Corrupt Practices Act of 1977 of the U.S., as amended and the UK Bribery Act 2010. Each party agrees to defend, indemnify, and hold the other party harmless for all liability, costs, or damages caused by the indemnifying party’s failure to comply with the terms of this provision.

14. Miscellaneous

14.1. Amendments and Modifications. All amendments, modifications and supplements hereto shall be made in writing and become valid upon the signature of both parties. The valid amendments, modifications and supplements shall form an integral part of this Agreement, and shall have the equal effect as the provisions hereof.

14.2. Language. This Agreement is made in both Chinese and English, and shall have the same legal force. If there is any discrepancy between the two versions, the Chinese version shall prevail.

14.3. Entire Agreement. This Agreement and any Order Forms executed by the parties contemporaneously herewith or subsequently executed and referencing this Agreement constitute the entire agreement(s) between the parties with regard to the subject matter of this Agreement and supersede all previous oral or written agreements, amendments, understandings, and communications, as well as any side letters, between the parties with respect to such subject matter. Neither the course of conduct between the parties nor trade usage shall modify or alter this Agreement. The terms and conditions of any Statement of Work apply only to that Statement of Work, and shall have no force and effect on other Statements of Work that may be in place between the parties, unless otherwise explicitly stated therein.

14.4. Conflicts. In the event of a conflict between the terms and conditions of these CTM Terms and the terms and conditions of an Order Form, the terms and conditions of such Order Form shall, only for the transaction contemplated thereby, prevail and control.

14.5. Assignment. Customer shall not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of Vendor, it being understood that Vendor has a substantial interest in having Customer perform its obligations hereunder. Any attempted assignment or transfer without such consent of Vendor shall be null and void, and without legal force and effect. Notwithstanding the forgoing, either party may assign all or part of its rights and obligations to (i) any entity controlling, controlled by, or under common control with the party; or (ii) a successor or purchaser of all or substantially all of a party’s ownership or assets.

14.6. Waiver. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

14.7. Notices. Any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given, made and received one 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.

14.8. Survival. Sections 3, 6, 7, 8, 9, 11, 12.3 and 14 shall survive the termination or expiration of this Contract for any reason.

14.9. Counterparts. Any document that is part of the Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.