Updated June 8, 2021

These Terms and Conditions govern each Order Form entered into by Steton Technology Group, Inc. dba RizePoint (“RizePoint”) and the Subscriber identified in an Order Form. By purchasing via an Order Form or signing an Order Form referencing these Terms and Conditions, the parties agree to these Terms and Conditions. From time to time, RizePoint may modify these Terms and Conditions. Unless otherwise specified by RizePoint, changes become effective for existing subscriptions upon renewal of the then-current subscription term. RizePoint will post a notice on the home page of its website: https://www.RizePoint.com and, with respect to changes having a material effect on your use of the Software and/or Service or obligations under these Terms and Conditions, RizePoint will use reasonable efforts to notify Subscriber of the changes via email or other means. You are encouraged to review these Terms and Conditions on a regular basis to ensure that you are familiar with the current version. Continued use of the Service during the renewal subscription term will constitute Subscriber’s acceptance of the version of the agreement in effect at the time the renewal subscription term begins.

1. DEFINITIONS.

• “Documentation” refers to user manuals, online tools, and any other written and graphical content provided by RizePoint which sets out a description of the Service and the user instructions for the Service. 
• “Order Form” means an ordering document or online order specifying the Software and Service to be provided hereunder that is entered into between RizePoint and Subscriber, including any addenda and supplements thereto.
• “Service” refers to all RizePoint platform and related applications include Mobile Auditor and Ignite platform, including updates as described in Section 2.5 of the RizePoint Support and Service Level Agreement found at http://www.RizePoint.com/ssla.

• “SSLA” refers to the RizePoint Support and Service Level Agreement found at http://www.RizePoint.com/ssla.

• “Software” refers to RizePoint’s proprietary software and updates provided to Subscriber pursuant to an Order Form. 
• “Statement of Work” refers to any implementation or other professional services provided by RizePoint in connection with the Software and Service purchased under an Order Form. 

• “Subscriber Data” refers to data input or collected through the Service by or from Subscriber, including, as applicable, information about Subscriber’s contracted suppliers, vendors, and distributors, Subscriber’s customers, audit input data, audit forms and templates developed by Subscriber, audit results, scoring tables, and Subscriber’s policies and procedures, all of which shall be considered Confidential Information.

• “Force Majeure Event” means fire, flood, casualty, act of God, terrorist acts, acts of the public enemy, strikes, lockouts and other similar labor actions, riots, shortage of supplies, actions of government agencies, epidemics or pandemics, telecommunication or other network connectivity failures, or any other extraordinary event occurring at or directly affecting any Party that renders such Party’s performance under this Agreement impossible or not reasonably practicable; but, in each case, only if such event is not directly caused by or attributable to the negligence or intentional misconduct of such Party, or the breach of such Party’s obligations under these Terms and Conditions, or under an Order Form or Statement of Work.  Inability to pay sums due under this Agreement is not considered a Force Majeure Event. 

2. LICENSE.

Subject to all the terms and conditions set forth herein, RizePoint grants Subscriber a non-exclusive, non-transferable license to use and access the Service as set forth in the applicable Order Form, during the Contract Term stated in the Order Form.  The Contract Term may renew, as stated in the Order Form.

3. SERVICE AND PAYMENT.

• Service. RizePoint agrees to make the Service available, as Availability is defined in the SSLA, to Subscriber during the Contract Term.

• Payment.  
  • Ignite platform purchases: Subscriber will pay the full cost, whether annual or monthly, online at the time of purchase. Renewal costs will be charged annually or monthly to subscriber’s credit card on file on anniversary of date of purchase.
  • RizePoint platform purchases: Subscriber will be invoiced for the first year’s costs on the Order Form Effective Date. Recurring costs will be invoiced annually in advance thereafter. All payments are due Net 30 days from date of invoice. Non-payment of any Order Form Statement of Work, or other project document may result in disruption of Service.

• Taxes. Subscriber will pay the appropriate governmental agency (or reimburse RizePoint) any taxes or assessments imposed in connection with the fees charged, including, but not limited to, sales, use VAT, excise, customs duties and other similar taxes (other than taxes based on RizePoint’s net income or property) to the extent that Subscriber is not exempt from such taxes or fees. RizePoint will collect all such taxes and fees unless Subscriber provides RizePoint with proof of exemption.

• Late Fee.  Past due payments are subject to a five percent (5%) late fee each month. RizePoint reserves the right to suspend the use of the Service until RizePoint has received payment in full.  Subscriber is responsible for all fees and expenses assessed in connection with returned check or other forms of payment. 

• Price Increase.  RizePoint reserves the right to increase prices. If an increase is applied to the reoccurring fees it shall occur on the anniversary of the Initial Order Form. Such adjustment shall be the greater of three percent (3%) or the percentage change reflected by the Consumer Price Index (hereinafter called the Price Index) for the preceding Order period. The Price Index shall mean the average for “all items’ shown on the “U.S. City Average for All Urban Consumers” as promulgated by Bureau of Legal Statistics of the U.S. Department of Labor, as amended or replaced by the agency.

4. TERM AND TERMINATION.

This agreement shall be effective for the Contract Term identified in the Order Form (the “Initial Period”), unless terminated sooner by either party as specifically authorized herein. Either party may terminate this agreement for material breach, by written notice, effective in thirty (30) days, unless the other party cures the breach within the thirty (30) day notice period. RizePoint may suspend the Service under an Order Form immediately in connection with any non-payment by Subscriber and may terminate these Terms and Conditions if any payment default is not cured within ten (10) days following written notice thereof. Upon termination by Subscriber for an RizePoint uncured material breach, RizePoint will refund any pre-paid and unused fees. Subscriber may also terminate for convenience upon thirty (30) days’ advance written notice to RizePoint, but such termination will not change Subscriber’s payment obligations  and no refunds will be given.

Unless otherwise provided for in the Order Form, upon the expiration of the Initial Period, the Order Form will automatically renew for subsequent one (1) year periods unless, at least sixty (60) days prior to the renewal date, either party gives the other party written notice of its intent not to renew.  The Initial Period, together with all renewals thereof is referred to herein as the “Term”.

• Effects of Termination.  Upon termination, Subscriber shall cease all use of the Service. RizePoint will allow Subscriber up to ninety (90) days after termination to access and download and/or otherwise access and retrieve audit configuration data, audit results, supplier information, and Corrective Action Management. RizePoint may thereafter destroy any Subscriber Data in its possession or control, but is not required to do so. Subscriber agrees that during the Contract Term and following termination, RizePoint retains the right to access and may use the Subscriber Data in an aggregated and anonymized form to help improve its products or services, or to conduct statistical or trend analysis.  Subscriber and RizePoint agree to provide timely written certification to the other party, if requested, of full compliance with the requirements of this subsection.  At Subscriber’s request, RizePoint may provide retrieval assistance to Subscriber during the ninety (90) day access period (and thereafter, but only if RizePoint has retained the data requested). RizePoint may charge a reasonable fee for this assistance.
• Survival.  The following provisions will survive termination for any reason: (i) all payment obligations; (ii) all duties and obligations of the parties with respect to the provisions of these Terms and Conditions pertaining to intellectual property rights (Section 6); (iii) Warranties (Section 8), Limitation of Liability (Section 9), and Confidentiality (Section 10) and Miscellaneous (Section12).

5. USE OF SERVICE; RESTRICTIONS ON USE.

1. Subscriber shall use the Service only for the Subscriber’s quality management solutions including supplier quality, internal quality, field inspection and auditing activities that are limited to gathering, creating, manipulating, analyzing, and viewing Subscriber Data and reports. RizePoint acknowledges and agrees that Subscriber will share reports with Subscriber’s contracted suppliers, vendors, and distributors, and with Subscriber’s customers.
2. Subscriber is solely responsible for the accuracy, quality and legality of Subscriber Data and the means by which it acquires such data.
3. Subscriber shall not use the Service to store or transmit any data or material in violation of third-party privacy rights, or to store or transmit any infringing, libelous, or otherwise unlawful or tortious material.
4. Subscriber shall not rent, lease, license, assign, transfer, network, reproduce, or timeshare the Service or any of Subscriber’s rights, duties, or obligations under this agreement, nor cause or permit any person or entity to do the same. Any attempt by Subscriber to transfer any of Subscriber’s rights, duties, or these Terms and Conditions or under any Order Form or Statement of Work shall be void.
5. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and will notify RizePoint promptly of any unauthorized access or use of the Service.
6. Subscriber shall not cause or permit the Software to be reverse engineered. Subscriber may not decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software. Subscriber shall not evaluate or use, or facilitate the evaluation or use of the Software for the purpose of competing with RizePoint.
7. Subscriber shall use the Service only in accordance with the Documentation and applicable law.
8. Subscriber shall not knowingly use, or knowingly cause or permit to be used, the Service in any manner that infringes RizePoint’s rights in RizePoint’s intellectual property or other rights of RizePoint or any other person or entity.
9. During the Contract Term, Subscriber acknowledges that RizePoint will store and retain 2 years of Subscriber’s data in the production system, 5 years of Subscriber’s data in the RizePoint Reporting data warehouse, as applicable. Additional storage terms may be specified in the Order Form.

6. PROPRIETARY RIGHTS.

1. Solely as stated in these Terms and Conditions: (a) RizePoint hereby grants to Subscriber a nonexclusive, nontransferable, worldwide right during the Contract Term to access and use the Software and Service, together with the Documentation, as reasonably updated by RizePoint from time to time. Subscriber agrees that RizePoint may access and use the Subscriber Data to provide the Service to Subscriber and may also use Subscriber Data in an aggregate anonymized form to help improve its products or services, or to conduct statistical or trend analysis.
2. RizePoint’s products are protected by applicable copyright, trade secret, industrial and other intellectual property laws. All rights not expressly granted are reserved by RizePoint. RizePoint or its licensors retains all right, title and interest to the Software, the Service, and all related intellectual property and proprietary rights. Subscriber may not remove any product identification, copyright, trademark or other notice from any RizePoint products. SUBSCRIBER ACKNOWLEDGES THAT ANY INFRINGEMENT OF RIZEPOINT’S PROPRIETARY RIGHTS MAY CAUSE IRREPARABLE HARM TO RIZEPOINT. AS A RESULT, RIZEPOINT SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF IF ITS PROPRIETARY RIGHTS ARE INFRINGED BY SUBSCRIBER. 
3. Subject to Subscriber’s rights in Subscriber Data, RizePoint retains all right, title and interest in and to all works derived either in whole or in part from the Service.
4. In the event Subscriber makes any improvements, modifications, or amendments to the Service, any and all right, title, and interest in and to those improvements, modifications or amendments are the sole and exclusive property of RizePoint.
5. Use of Names, Logos and/or Trademarks. Subscriber grants RizePoint the right to include the Subscriber’s name, logo and/or trademark in RizePoint’s marketing and promotional material and on the RizePoint website. Subscriber may opt to have its name, logo, and/or trademark excluded from such use by RizePoint only by submitting a detailed email request regarding the same to nonpublicity@RizePoint.com. The subject line in such email should be entitled “Non-use of Subscriber Name.”

7. MICROSTRATEGY SUBLICENSE.

1. RizePoint represents as follows: Certain software products known generally as RizePoint Reporting are embedded in the Service. RizePoint Reporting, together with related documentation, is licensed from MicroStrategy Service Corporation of Tysons Corner, Virginia, and MicroStrategy Limited of London, England (collectively, “MicroStrategy”) by RizePoint. RizePoint Reporting contains copyrighted and proprietary products and materials of MicroStrategy.
2. The RizePoint Reporting products embedded in the Software are sublicensed by RizePoint to Subscriber subject to the following restrictions: (i) Subscriber shall use RizePoint Reporting solely with the other RizePoint products currently licensed by Subscriber; (ii) Subscriber’s use of RizePoint Reporting is limited to the number of users identified in the Order Form, or in subsequent documents as additional users are added; (iii) No title RizePoint Reporting is passed to Subscriber; (iv) MicroStrategy disclaims any warranty of any kind directly to Subscriber, including a warranty of performance, merchantability, fitness for a particular purpose, title and non-infringement; (v) MicroStrategy disclaims any liability for damages, whether direct or indirect, incidental or consequential, arising in connection with the sublicense; (vi) Subscriber is prohibited from reverse engineering, disassembling or decompiling RizePoint Reporting; (vii) Subscriber shall not use RizePoint Reporting in any manner that violates any individual’s privacy rights; and (viii) If Subscriber exports RizePoint Reporting, it shall comply fully with all relevant export laws and regulations of the United States to ensure that neither RizePoint Reporting, nor any direct product thereof, are exported, directly or indirectly, in violation of United States law.
3. Subscriber Acknowledgement. Subscriber acknowledges the foregoing representation of RizePoint and agrees to comply with the restrictions set forth above as to RizePoint Reporting.

8. WARRANTIES.

1. Adherence to Practices and Policies.  RizePoint will use commercially reasonable efforts to comply in all material respects with the provisions of the SSLA and with RizePoint’s Security Practices and Policies, Technical Overview and Disaster Recover Plans, the current versions of which may be viewed online at  https://trust.RizePoint.com/documentation/.  RizePoint reserves the right to revise its policies at any time, provided such revisions will not have a material and adverse impact on Subscriber’s use of the Service.
2. Ownership. RizePoint warrants that it owns or possesses a license to the Service, and  that it has and will maintain the full power and authority to grant the intellectual property and other rights granted to Subscriber without the further consent of any third party. RizePoint warrants that, to its actual knowledge, the Services do not infringe an intellectual property right of any third party.
3. Compliance.  Subscriber represents and warrants that it owns or otherwise possesses the right to all Subscriber Data used in connection with the Service and that Subscriber will use the Service in compliance with all applicable laws and regulations.
4. Right to Do Business.  Each party warrants that it has the full right and authority to enter into and perform its obligations under the Order Form and these Terms and Conditions and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required.
5. Disclaimers.  Except for the express warranties specified in this Section 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND RIZEPOINT MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. RIZEPOINT DOES NOT WARRANT THAT THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. RIZEPOINT SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. Some states do not allow the exclusion of implied warranties or the limitations or exclusion of liability for incidental or consequential damages, so the exclusion in this Section 8.4 may not apply to the Subscriber. This limited warranty gives the Subscriber specific legal rights, and the Subscriber may have other rights that vary from state to state.

9. LIMITATION OF LIABILITY.

1. Limitation on RizePoint’s Liability.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER UNDER THE ORDER FORM OR STATEMENT OF USE GIVING RISE TO THE LIABILITY IN THE SIX (6) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.  THE FOREGOING LIMITATIONS DO NOT APPLY TO SUBSCRIBER’S PAYMENT OBLIGATIONS OR IN CONNECTION WITH ANY VIOLATION OF RIZEPOINT’S (OR ITS LICENSORS’) PROPRIETARY RIGHTS OR CONFIDENTIALITY RIGHTS IN THE SOFTWARE, RIZEPOINT REPORTING, AND/OR SERVICE (INCLUDING WHERE RELATED TO SUBSCRIBER’S VIOLATION OF THE PROVISIONS OF SECTIONS 5-7 ABOVE) OR TO THE EXTENT PROHIBITED BY LAW.
2. Remedies for Infringement: If the Service becomes, or in either party’s reasonable opinion is likely to become, the subject of any claim, suit, or proceeding arising from or alleging infringement of any intellectual property right, or in the event of any adjudication of infringement of any such right, RizePoint, at its own expense and in its sole discretion, will either: (i) secure for Subscriber the right to continue using the Service or Software, as the case may be; (ii) replace or modify the Service or Software, as applicable to make it non-infringing, without material degradation of functionality; or (iii) terminate the affected Service and refund any pre-paid and unused fees to Subscriber. The remedies set forth in the preceding sentence are exclusive of any others Subscriber may have at law or in equity, and remain subject to the Limitation on RizePoint’s Liability in Section 9(a).
3. Exclusion of Consequential and Related Damages.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO SUBSCRIBER’S PAYMENT OBLIGATIONS OR IN CONNECTION WITH ANY VIOLATION OF RIZEPOINT’S (OR ITS LICENSORS’) PROPRIETARY RIGHTS OR CONFIDENTIALITY RIGHTS IN THE SOFTWARE.  RIZEPOINT REPORTING, AND/OR SERVICE (INCLUDING WHERE RELATED TO SUBSCRIBER’S VIOLATION OF THE PROVISIONS OF SECTIONS 5-7 ABOVE) OR TO THE EXTENT PROHIBITED BY LAW.

10. CONFIDENTIALITY.

1. Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  For the avoidance of doubt, all non-public facing elements and components of the Software, RizePoint Reporting and Service are deemed Confidential Information of RizePoint.  Confidential Information does not include information that: (i) is in the Receiving Party’s possession at the time of disclosure; (ii) is independently developed by the Receiving Party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of the Receiving Party’s improper action or inaction; or (iv) is approved for release in writing by the Disclosing Party.
2. Nondisclosure Obligations. The Receiving Party will not use Confidential Information for any purpose other than to facilitate the provision of the Service (the “Purpose”). The Receiving Party: (i) will not disclose Confidential Information to any employee or contractor of the Receiving Party unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with the Receiving Party, with terms no less restrictive than those set forth herein; and (ii) will not disclose Confidential Information to any other third party without the Disclosing Party’s prior written consent. Without limiting the generality of the foregoing, the Receiving Party will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The Receiving Party will promptly notify the Disclosing Party of any misuse or misappropriation of Confidential Information that comes to the Receiving Party’s attention. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party will give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.
3. Injunction. The Receiving Party agrees that breach of this Section 10 might cause the Disclosing Party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Disclosing Party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
4. Termination and Return. The obligations of Subsection 10.2 above will terminate three (3) years after termination of the Term, subject to the retention provisions of Section 4 above. Upon the Disclosing Party’s written request, the Receiving Party will return all copies of Confidential Information to the Disclosing Party or certify, in writing, the destruction thereof.
5. Retention of Rights. This Section 10 does not transfer ownership of Confidential Information or grant a license thereto. Unless specifically provided otherwise herein, the Disclosing Party will retain all right, title, and interest in and to all Confidential Information.
6. Previous Non-Disclosure Agreement.  For the avoidance of doubt, these provisions do not supersede any Non-Disclosure Agreements entered into between the parties prior to the date of the Order Form.  If RizePoint and Subscriber are parties to a separate Non-Disclosure Agreement that remains in effect subsequent to the date of Subscriber’s Order Form, in the event of a conflict or inconsistency between such Non-Disclosure Agreement and the provisions of these Terms and Conditions, the more protective provisions shall govern.

11. ASSIGNMENT & SUCCESSORS.

Neither party may assign any of its rights or obligations under any Order Form or Statement of Work, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign its rights under any Order Form or Statement of Work, in their entirety, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. In addition, RizePoint may subcontract or otherwise delegate performance obligations, so long as RizePoint retains responsibility for such third party’s performance, and RizePoint may assign its payment rights to a third party.  A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of the Order Form or Statement of Work, as applicable, upon written notice to the assigning party. Subject to the foregoing, the provisions of each Order Form and Statement of Work, together with these Terms and Conditions, shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12. MISCELLANEOUS.

Notices. Any notice required or permitted to be given will be effective only if it is in writing and delivered to the parties at 2890 Cottonwood Pkwy, Suite 250, Salt Lake City, UT 84121.  Subject to notification provisions set forth in the first paragraph of these Terms and Conditions, notice required to be given to Subscriber under these Terms and Conditions in connection with any Subscriber default, RizePoint termination of an Order Form or Statement of Work (or suspension of Subscriber’s access to the Software or Service), or any other notice that RizePoint elects to provide, will be delivered to Subscriber at the address noted on the Order Form. Notices will be deemed given upon: (i) personal delivery (or refused delivery), (ii) when received or refused by the addressee if sent by a nationally recognized overnight courier (receipt requested), or (iii) the first business day after sending by confirmed email, provided that email shall be utilized solely for operational communications and shall not be sufficient for notices of termination or claims. In addition, if notice is sent to RizePoint, an additional copy must be sent to: Michele L. Cohen, Miles & Stockbridge, 100 Light Street, Baltimore, MD 21202.

1. Independent Contractors.  The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way. 
2. No Waiver. Neither party will be deemed to have waived any of its rights hereunder by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach will constitute a waiver of any prior or subsequent breach. 
3. Force Majeure. Except with respect to payment obligations, neither Party shall be liable for a breach caused by a Force Majeure Events. Following the occurrence of a Force Majeure Event, each Party may terminate the affected Order Form or Statement of Work without any penalty upon ten (10) business days’ written notice to the other Party.
4. Technology Export. Subscriber agrees to comply fully with all relevant export laws and regulations of the United States of America. Subscriber represents, warrants and agrees that it will not, directly or indirectly, export, re-export or transmit the Software or data, information, and/or materials resulting from the Service (or direct product thereof) to any country in which such export, re-export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent of both RizePoint and, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
5. Anti-Corruption.  Subscriber acknowledges that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of RizePoint in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Subscriber agrees to use reasonable efforts to promptly notify RizePoint if it learns of any violation of the above restriction.
6. Choice of Law & Jurisdiction. These Terms and Conditions (and each Order Form and Statement of Work) will be governed solely by the internal laws of the State of Delaware, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Delaware, provided that RizePoint may seek immediate injunctive or other equitable relief in any court of competent jurisdiction. THE PARTIES HERETO AGREE TO WAIVE ALL RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTES ARISING UNDER THIS AGREEMENT.
7. Attorney Fees. Subscriber agrees to pay on demand all reasonable attorney fees and other costs incurred by RizePoint to collect any fees or charges due under any Order Form. In the event either party shall file suit to enforce these Terms and Conditions or those of an Order Form or Statement of Work, the prevailing party shall be entitled to the award of reasonable attorney fees and costs related to the dispute, including all expenses of litigation.
8. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms and Conditions invalid or otherwise unenforceable in any respect. In the event that a provision is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms and Conditions will continue in full force and effect.
9. Entire Agreement.  These Terms and Conditions, together with all current and future Order Forms and Statements of Work, and RizePoint’s online policies referenced herein set forth the entire agreement of the parties and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter thereof. Neither party has relied upon any such prior or contemporaneous communications.