Terms of Service

Last modified: January 1st, 2022

Introduction

These Woodhouse Terms of Service (the “Terms”) are entered into as of the Effective Date and are incorporated as part of the Agreement between Customer (“You”, “Customer”) and Woodhouse, Inc. (“the Company”, "Woodhouse", “we”, “us”, “our”), located at 217 W 18th St, New York, NY 10011. Woodhouse and Customer are each a “Party” and together are the “Parties”. All capitalized terms used but not defined in these Terms have the meanings provided in the Order.

Please read these terms carefully. By registering for, accessing, browsing, and/or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these terms. If you do not agree to be bound by these terms, then please do not access, browse or otherwise use the Platform or the Services. Customers and/or users who violate these Terms may have their access and use of the Services suspended or terminated, at the Provider's discretion.

Terms of Service

1. DEFINITIONS

1.1. “Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
1.2. “Admin User” means an Authorized User who has access to certain additional features and functionalities of the Woodhouse Services to monitor and administer Your Account (defined in Section 2.1 of these Terms).
1.3. “Authorized User” means an employee, contractor, or agent of Customer who is authorized to use the Woodhouse Services and who has access to the Woodhouse Services via a unique username and password under Your Account.
1.4. “Initial Term” means the period following the Services Start Date as described in Section 1 of the initial Order.
1.5. “Order” means any Services Order Form signed by the Parties that references these Terms and describes the services to be provided by Woodhouse and the fees that will be paid by Customer.
1.6. “Woodhouse Services” means the Woodhouse online application accessible via the web interface
1.7. “Services” means the services provided to You by Woodhouse as indicated in Your Order.
1.8. “Service Fees” means the fees Woodhouse charges and You pay for the Services as specified in Your Order.
1.9. “Software” means any and all software and tools (including updates) provided to Your Authorized Users by Woodhouse to facilitate use of or access to the Woodhouse Services.

2. SERVICES AND SOFTWARE

2.1 We will provide the Services to You in accordance with Your Order and these Terms. As of the Services Start Date You will receive access to a Woodhouse Services account (“Your Account”). To use the Services You must link at least one third party email account to Your Account, but may link no more email accounts than total number of Your Authorized Users. You will keep all information related to Your Account current and promptly notify us of any changes by sending an e-mail to william@woodhouse.me.
2.2. Some features and functionalities of our Woodhouse Services may require Your Authorized Users to download and use our Software. During the Term, and subject to Your payment of all applicable Service Fees, Woodhouse hereby grants You a limited, nonexclusive, nontransferable, nonsublicensable, revocable right and license to (i) access and use the Woodhouse Services via a web browser or web-enabled device and (ii) use the Software solely for the purposes of accessing and using the Services. If we provide You with any downloadable Software under an open source license, we will only provide such Software that is governed by permissive open source license(s).
2.4. You are solely responsible for the acts and omissions of Your Authorized Users, including their use of the Services, Software, and Your Data (defined in Section 3.1 of these Terms). You agree that You will only permit Authorized Users to access the Woodhouse Services and that You and Your Authorized Users will maintain the security of their usernames and passwords. You will notify Woodhouse immediately if You suspect or become aware of any unauthorized use of the Services or if an Authorized User’s username or password is lost or stolen.
2.5. You and Your Authorized Users must not: (a) use the Woodhouse Services to provide services to third parties or otherwise reproduce, license, sell, rent, lease, outsource, act as service bureau, or sublicense the Woodhouse Services or Software; (b) use the Woodhouse Services or Software (including by uploading Your Data, downloading or sharing other content or information, or emailing, calling, or communicating with others through the Woodhouse Services) in any manner that is harmful, infringing, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, is a hate crime, or otherwise violates the rights of another or does not comply with applicable law; (c) except as permitted by applicable law, decompile, decipher, disassemble, translate, modify, prepare derivative works of, reverse engineer or otherwise attempt to access or derive the source code or other trade secrets from the Woodhouse Services or Software; or (d) interfere with or disrupt, disable, damage, impair, or overburden the Woodhouse Services or Software, including by transmitting viruses or other malicious code or using the Woodhouse Services to spam others.

3. YOUR DATA

• 3.1 Any content, materials, software, data, or other information that You or Your Authorized Users provide to Woodhouse through the Woodhouse Services (“Your Data”) is and will remain Your property. You hereby grant Woodhouse a non-exclusive, royalty free, worldwide, transferable, sublicensable, irrevocable license to copy, reproduce, store, distribute, publish, export, adapt, edit, process and translate Your Data to the extent reasonably required (i) for the performance of Your obligations and the exercise of Your rights under this Agreement, (ii) for the performance of Woodhouse’s obligations (including the Woodhouse Services, support, and training) and exercise of Woodhouse’s rights under this Agreement, and (iii) for research and development purposes related to the Woodhouse Services including without limitation supply chain modeling, predictive algorithm development, machine learning and artificial intelligence enhanced modeling, and other research and development activities that may or may not result in improvements or enhancements to the Woodhouse Services (“personal information” as defined in our Privacy Policy is not processed for the foregoing research and development purposes). As part of our research and development activities, Woodhouse may process Your Data in combination with data from other sources, including without limitation other clients, users, and third-party data providers; however, Woodhouse will maintain the confidentiality of Your Data as described below in this Agreement. Without limiting the foregoing, You grant Woodhouse the right to sub-license any of its rights hereunder to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Woodhouse’s obligations and the exercise of Woodhouse’s rights under the Agreement.
3.2. Nothing in this Agreement will restrict Woodhouse from collecting, using and analyzing general information and data from its customers (including You) in an anonymized, aggregated manner for purposes of improving and enhancing the quality and nature of Services provided that Woodhouse does not specifically identify You or disclose any personally identifiable information in the course of collecting, using or analyzing that information or data. Additional information about what we do with Your Data and how we collect and use other information relating to You and Your use of the Services is explained in our Privacy Policy available at https://www.woodhouse.me/privacy/.
3.3. If Your Authorized Users choose to share Your Data, You are solely responsible for that disclosure, and what any third parties do with Your Data. Likewise, You are solely responsible for any actions Your Authorized Users take with respect to Your Data, including deleting or corrupting Your Data. You acknowledge that We are not responsible for the disclosure of Your Data by You or Your agents (including Your Authorized Users), to any third parties.
3.4. Subject to Woodhouse’s obligations regarding Your Data set forth in Section 3.5 of these Terms, You are solely responsible for Your Data, including the content, accuracy and integrity of Your Data and for correcting errors and omissions in Your Data. You acknowledge that Woodhouse has no obligation to monitor any information on the Woodhouse Services and that we are not responsible for the accuracy, completeness, appropriateness, or legality of Your Data or any other information or content You may be able to access using the Services.
3.5. Woodhouse will provide the Services in compliance with the Woodhouse Architecture & Security Whitepaper, and will maintain and enforce physical and logical security procedures with respect to its access and maintenance of the Woodhouse Services and any of Your Data stored for the provision of the Services. You acknowledge that if You wish to protect Your Data when You are transmitting it to Woodhouse, it is Your responsibility to use a secure encrypted connection to do so.
3.6. Additional Limits on Use of Your Google User Data: Notwithstanding anything else in these Terms, if you provide the Woodhouse access to the following types of your Google data, Woodhouse’s use of that data will be subject to these additional restrictions: (i) The Services will only use access to read, write, modify or control Gmail message bodies (including attachments), metadata, headers, and settings to provide a web platform that allows users to share, read and process email data and will not transfer this Gmail data to others unless doing so is necessary to provide and improve these features, comply with applicable law, or as part of a merger, acquisition, or sale of assets. (ii) Woodhouse will not use this Gmail data for serving advertisements. (iii) Woodhouse will not allow humans to read this data unless we have your affirmative agreement for specific messages, doing so is necessary for security purposes such as investigating abuse, to comply with applicable law, or for Woodhouse’s internal operations and even then only when the data have been aggregated and anonymized.

4. PAYMENT, TAXES

4.1. Woodhouse will invoice You for amounts due under the Agreement and You will pay all Service Fees as specified in the Order.
4.2. You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services You purchase. Woodhouse will pay all taxes on its income and all taxes and insurance associated with its personnel.
4.3. After the Initial Term, the Service Fees are subject to change and may be changed upon email notice to You at least thirty (30) days prior to the start of any Renewal Term (as defined below).

5. TERM AND TERMINATION, SUSPENSION

5.1. This Agreement will commence on the Effective Date of the initial Order and will continue for the Initial Term, after which, subject to Section 4.3 of these Terms, it will automatically renew for successive terms of twelve (12) months each (each a “Renewal Term”, and together with the Initial Term, the “Term”)..
5.2. Except as otherwise expressly permitted in this Agreement, this Agreement may only be terminated as follows: (A) either Party (“Terminating Party”) may terminate this Agreement at any time, immediately upon written notice to the other, if: (i) the other Party attempts to assign this Agreement or delegate any obligation under the Agreement, except as otherwise permitted in Section 11.1 of these Terms; (ii) the other Party, in full or in part, acquires ownership in or control of or is acquired by or becomes controlled by, a competitor of Terminating Party; or (iii) any assignment is made of the other Party's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other Party, or if a receiver or similar officer is appointed to take charge of all or part of the other Party's property, or if the other Party is adjudicated as bankrupt; (B) either Party may terminate this Agreement upon written notice to the other if the other Party is in breach of any material term or condition of this Agreement and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice of that breach; or (C) either Party may terminate the auto-renewal of this Agreement upon written notice to the other Party, which notice is given at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term, as the case may be.
5.3. In addition to any other remedies available at law or in equity, Woodhouse will have the right, in its sole discretion, to immediately suspend Your or any of Your Authorized Users’ access to the Woodhouse Services in the event of (i) acts or omissions of Customer or its Authorized Users not in compliance with the terms of this Agreement; or (ii) Events Beyond Woodhouse’s Immediate Contro. We will use commercially reasonable efforts to give You prior e-mail notice of suspension under this Section, and we will resume the Services as soon as possible once the issue necessitating suspension is resolved, unless such issue is found to have been related to a material breach of this Agreement by You. We will not be liable to You for any loss, damage or inconvenience suffered as a result of any suspension, unless such suspension is necessitated due to Woodhouse’s breach of its warranty under 7.1 (ii).
5.4. Upon termination of this Agreement, Woodhouse will cease providing the Services and promptly invoice Customer for any unpaid amounts owed, and Customer will pay Woodhouse for all Services rendered and expenses incurred prior to the effective date of termination. To the extent such termination is the result of a material, uncured breach by Woodhouse, You are entitled to a pro-rata refund, as of the effective date of the termination, of any prepayment made by you for any Services not yet performed. Woodhouse will, after sixty (60) days following termination of this Agreement, irretrievably delete Your Data. To the extent termination is not due to Your material, uncured breach of this Agreement (including but not limited to non-payment of any invoice), Woodhouse will provide You with access to Your Data during the sixty (60) days following termination, solely for the purpose of downloading Your Data to Your own data storage systems, if You have given written notice prior to the end of such sixty (60) day period of your request to access Your Data. Excepted from the foregoing is any of Your Data permanently deleted in order to comply with applicable law or to avoid a security breach. You acknowledge that if Your access to the Services is suspended or the Agreement is terminated, You will not have access to Your Data stored on the Woodhouse Services during any period of suspension, or at any time following sixty (60) days after the effective date of such termination.

6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

6.1. During the Term and for a period of four (4) years after termination of the Agreement (except for trade secrets, which shall be held in confidence for so long as they constitute trade secrets, and confidentiality obligations as required by applicable law), each Party (the “Receiving Party”) that receives Confidential Information (as defined below) of the other Party (the "Disclosing Party") will not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees or representatives of the Receiving Party with a need to know for purposes of this Agreement and who are subject to confidentiality obligations no less stringent than the terms of this Agreement (“Representatives”), any Confidential Information disclosed to the Receiving Party by or on behalf of the Disclosing Party. The Receiving Party will safeguard disclosure of such Confidential Information to the same extent that Receiving Party safeguards its own Confidential Information, but in any case will at a minimum use reasonable care. Upon request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy, certifying in writing to the Disclosing Party the destruction of such Confidential Information, the Disclosing Party’s Confidential Information in its possession or under its control.
6.2. “Confidential Information” means all information, material and data of the Disclosing Party which (i) is labeled or designated in writing as confidential or proprietary, (ii) the Receiving Party is advised is proprietary or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of this Agreement, the Services and Software, Your Data, and all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.
6.3. These confidentiality obligations will not apply to any information which (i) is or becomes publicly known without any fault of or participation by the Receiving Party or its Representatives; (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession thereafter, in each case lawfully obtained from a source other than Disclosing Party or its Representatives and not subject to any obligation of confidentiality or restriction on use; (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party will, unless prohibited by law, notify the Disclosing Party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
6.4. Any use or disclosure of the Disclosing Party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure.

7. WARRANTIES

7.1. Woodhouse warrants that: (i) it will perform the Services in conformity in all material respects with the Woodhouse Architecture & Security Whitepaper and (ii) it will provide the Services in a professional manner, consistent with recognized industry standards and good commercial practices ; (iii) it will comply with all applicable law, and be duly licensed and otherwise authorized to provide the Services; and (iv) it has the authority and right to enter into this Agreement and to observe and perform its respective obligations contained in this Agreement.
7.2. Customer warrants that it has the authority and right to enter into this Agreement and to observe and perform its respective obligations contained in this Agreement.
7.3. WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY LAW, Woodhouse DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY.

8. INTELLECTUAL PROPERTY

8.1. You acknowledge that, as between the Parties and except as licensed in Section 2.2 of these Terms, Woodhouse owns and retains all right, title and interest in the Intellectual Property Rights in the Services and Software. Except as licensed under Section 3 of these Terms, You own and retain all right, title, and interest in the Intellectual Property Rights in Your Data. “Intellectual Property Rights” means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; and (v) all registrations, applications, renewals, extensions, continuations, divisions, or reissues now or in the future.
8.2. You agree that we (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions You provide to us about our Services and Software without any obligation to You, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party.
8.3. You acknowledge that information and content accessible through the Woodhouse Services may be protected by Intellectual Property Rights of third parties. The Woodhouse Services may contain links to websites or resources of others, however we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for Your use of any third party websites and any third party content or information You copy, share, or download while using the Services. We will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices should be reported using our Digital Millennium Copyright Act (“DMCA”) Notice Process.

9 INDEMNIFICATION

9.1. Woodhouse will defend, indemnify and hold harmless Customer and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from and against any claim, action, demand or proceeding by a third party (collectively “Claims”) resulting in liability, direct damages, cost, loss or expense, including court costs and reasonable attorney’s fees, and fines and penalties imposed by any governmental entity (collectively “Losses”) to the extent they result from (a) a claim that the Services or Software infringe upon or misappropriate a third party’s Intellectual Property Rights; (b) a violation by Woodhouse of applicable law; or (c) a violation by Woodhouse of Section 3.5 of these Terms. If a Loss is found by a court of competent jurisdiction to have been caused only in part by Woodhouse, then its liability hereunder will be only such amount as is attributable to its fault. Notwithstanding the foregoing, we shall have no liability under this section to the extent that an alleged infringement of Intellectual Property Rights arises from (i) use of the Woodhouse Services and/or Software in combination with other equipment or software not provided or approved by us in writing, if such claim would have been avoided but for such combined use; (ii) any modification to the Software made by You or any other third party not approved by us in writing or permitted under this Agreement; (iii) Your failure to install any Software updates provided by us; or (iv) use of the Woodhouse Services and/or Software other than in the manner permitted or authorized under this Agreement. In the event that Customer’s right to continue using the Services and/or Software are likely to be enjoined in our sole discretion we may (a) attempt to obtain the right for You to continue to use the Services and Software; or (b) replace or modify the Services and/or Software so that they no longer infringe but function substantially equivalently or (c) if neither (a) or (b) is commercially practicable, we shall have the right to terminate this Agreement and the license granted hereunder, and within thirty (30) days of the return of all Confidential Information to us by You, and return of Your Data to You, refund to Customer all unearned fees paid by Customer, if any, for any Services not yet performed. THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF Woodhouse TO CUSTOMER, AND CUSTOMER'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
9.2. Customer will defend, indemnify and hold harmless Woodhouse and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from any Claims resulting in Losses to the extent they result from (a) a claim that Your Data infringes upon or misappropriates a third party’s Intellectual Property Rights; (b) a violation by Customer of applicable law; or (c) a violation by Customer of Section 2.4 of these Terms.
9.3. The Party seeking indemnification under this Agreement will: (i) give the indemnifying Party prompt written notice of the Claim, (ii) tender to the indemnifying Party control of the defense and settlement of the Claim, and (iii) cooperate with the indemnifying Party in defending or settling the Claim. The indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. Neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without that Party’s prior written consent, which may not be unreasonably withheld.

10. LIMITATION OF LIABILITY

10.1. EXCEPT FOR A PARTY’S RESPECTIVE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
10.2. EXCEPT FOR A PARTY’S RESPECTIVE CONFIDENTIALITY OBLIGATIONS, AND INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THIS AGREEMENT, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED THE FEES PAID OR OWING TO Woodhouse UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. Woodhouse WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY CUSTOMER TO THE EXTENT ARISING FROM ANY UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF CUSTOMER OR ANY THIRD PARTY OTHER THAN Woodhouse'S REPRESENTATIVES. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
10.3. SECTIONS 10.1 AND 10.2 OF THESE TERMS NOTWITHSTANDING, IN THE EVENT OF INDEMNIFICATION CLAIMS ARISING FROM SECTION 9.1(c) OF THESE TERMS, THE AGGREGATE TOTAL LIABILITY RELATING TO SUCH CLAIMS OR CONNECTED WITH AND/OR ARISING PURSUANT TO SUCH CLAIMS, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED ONE HUNDRED THOUSAND U.S. DOLLARS (US$100,000).

11. GENERAL

11.1. Neither Party may assign this Agreement, or any of its rights or obligations under the Agreement, without prior written consent of the other Party, provided, however that either Party may assign its rights and obligations to any of its majority-owned affiliates or subsidiaries, or to any successor in interest to all or substantially all of such Party’s business or assets associated with the Services, provided that such successor is not a competitor of the other Party.
11.2. Woodhouse and Customer are independent contractors and this Agreement will not establish any relationship of partnership, employment, agency, joint venture, or franchise between Woodhouse and Customer. Neither Party will have authority, and will not represent that it has any authority, to bind the other.
11.3. Except as otherwise expressly set forth in these Terms, all notices given to the Parties under the Agreement will be in writing and will be given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile with electronic confirmation or personal delivery, if to Customer at the address indicated on the Order, and if to Woodhouse at:

Woodhouse, Inc
ATTN: Legal Notices
217 West 18th Street #1645
New York, NY 10011
United States

With a copy e-mailed of even date to: william@woodhouse.me

11.4. This Agreement is governed by the laws of the State of Washington, without regard to its conflicts of law rules. Any legal proceeding arising out of or relating to this Agreement will be brought in the state and federal courts of King County, Washington. Each Party consents to the exclusive jurisdiction and venue of such courts. The prevailing party in any legal proceeding shall be entitled to recover their reasonable attorneys’ fees and costs, and You will also pay all costs incurred by Woodhouse to collect undisputed amounts due, including reasonable attorneys’ fees, whether or not litigation is commenced.
11.5. Woodhouse may identify Customer as such, in general listings of customers that Woodhouse may make available on its website or in promotional or marketing materials, only with prior written permission of the Customer.
11.6. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired. A Party does not waive any right under this Agreement by failing to insist on compliance with any term or by failing to exercise any right under this Agreement. Waiver of any provision of this Agreement is effective only if it is written and signed by the Party granting the waiver and will not imply a subsequent waiver of that or any other provision of this Agreement.
11.7. The rights and remedies of the Parties under this Agreement are cumulative, and either Party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity.
11.8. The section headings of this Agreement are for convenience only and have no interpretive value. Any list of examples following "including" or "e.g.," is illustrative and not exhaustive, unless qualified by terms like "only" or "solely." This Agreement may be executed by provision of original signatures, or electronically via the DocuSign platform or via facsimile, and in counterparts, which together will constitute one and the same agreement.
11.9. The rights and obligations of a Party which by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes will survive any termination of this Agreement.
11.10. The Services and Software are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You will not import, export, re-export, transfer or otherwise use the Software or Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria), (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Software and Services, You represent that (i) You are not located in any such country or on any such list, and (ii) You will not engage in activity that would cause Woodhouse to be violation of these laws and regulations.
11.11. Neither Party will be liable for any delay or default in its performance of any obligation under the Agreement (other than a payment obligation) caused directly or indirectly by fire, flood, acts of government, an act or omission of civil or military authority of a state or nation, strike, lockout or other labor problem, inability to secure, delay in securing or shortage of, labor, materials, supplies, transportation or energy, failures of suppliers, or by war, riot, embargo or civil disturbance, breakdown, or destruction of plant or equipment arising from any cause whatsoever, or any cause or causes beyond such Party’s reasonable control (collectively, “Force Majeure Events”). This provision will in no way impair either Party’s right to terminate this Agreement.
11.12. This Agreement, constitutes the complete and final agreement of the Parties pertaining to the Services, and supersedes the Parties’ prior agreements, understandings and discussions relating to the Services. No modification of this Agreement is binding unless it is in writing and signed by Customer and Woodhouse. In the event of any conflict or inconsistency between a provision in these Terms and in an Order, the provision in these Terms will govern unless the Order expressly indicates the intent to override the contrary provision in the Terms.