This Master Subscription Agreement ("Agreement") is between Fluid Posts Pte. Ltd. (UEN 202546443Z) ("Fluid Posts") and the entity identified as "Customer" in the order form signed by Fluid Posts and Customer, the checkout page on Fluid Posts' website, or the order confirmation email from Fluid Posts, in each case referencing this Agreement (the "Order"). Fluid Posts and Customer are each a "Party" and, collectively, the "Parties." Capitalized terms used but not defined in this Agreement will have the meanings set forth in the Order. The Parties hereto agree as follows:
1. Overview
Subject to the terms and conditions of this Agreement, Fluid Posts will make available to Customer Fluid Posts' software-as-a-service platform accessible at https://fluidposts.com, which provides end-to-end SEO services, which may include crawling and analysis of Customer websites, keyword research and related data, strategy and planning workflows, integration with Google Search Console, integration with Customer's content management system (CMS), and content drafting and publishing workflows, and other features, all as identified in the applicable Order (each individually a "Service" and, collectively, the "Services"). Use of the Services may be subject to certain limitations, such as limits on the volume and type of queries that may be submitted to the Services by Customer or the number of reports that will be provided by the Services, as further described in the applicable Order.
2. Services
2.1. Ordering Process; Agreement
Subscriptions to Services are purchased pursuant to the Order. The Order will identify the Services to which Customer is subscribing and, as applicable, the number of queries permitted, limitations around the structure or scope of data to be returned in response to queries, and the time period for which such Order applies
2.2. Access Grant
During the Term, subject to Customer's compliance with the terms of this Agreement, Customer may access and use the Services only for Customer's internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order. The foregoing license includes the right to access, view, and use the reports, information, content, insights, and other materials made available through the Services from time to time ("Service Content") for Customer's internal business purposes.
2.3. Users
"User" means an employee or contractor of Customer that Customer allows to use the applicable Fluid Posts Technology on Customer's behalf, using the mechanisms designated by Fluid Posts ("Log-in Credentials"). Fluid Posts shall not permit the total number of Users who have accessed or used the Fluid Posts Technology during the Term to exceed the maximum User quantity specified in the applicable Order. Customer will not make available the Fluid Posts Technology to any person or entity other than Users. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Fluid Posts' breach of this Agreement). Customer will promptly notify Fluid Posts if it becomes aware of any compromise of any Log-in Credentials. Fluid Posts may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process ("Process") Log-in Credentials in connection with Fluid Posts' provision of the Services or for Fluid Posts' internal business purposes.
2.4. Restrictions
Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Services, Service Content, or related content or technology provided by or on behalf of Fluid Posts (collectively, "Fluid Posts Technology") to a third party (other than Users); (b) use the Fluid Posts Technology to develop a similar or competing product or service or to provide products or services to a third party; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Fluid Posts Technology, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Fluid Posts); (d) modify or create derivative works of the Fluid Posts Technology or copy any element of the Fluid Posts Technology; (e) remove or obscure any proprietary notices in the Fluid Posts Technology; (f) publish benchmarks or performance information about the Fluid Posts Technology; (g) interfere with the operation of the Fluid Posts Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the Fluid Posts Technology; (h) transmit any viruses or other harmful materials to the Fluid Posts Technology; (i) use the Fluid Posts Technology to take any action that risks harm to others; (j) intentionally harm the security, availability, or integrity of the Fluid Posts Technology; or (k) access or use the Fluid Posts Technology in a manner that violates any relevant local, state, federal or international laws, regulations, caselaw, or conventions, including those related to data privacy or data transfer, international communications, or export of data ("Law").
3. Service Levels and Support
During the Term, Fluid Posts may provide support for the Services in its discretion. Fluid Posts does not offer any service level agreement unless expressly set forth in the applicable Order.
4. Data
4.1 Retention of Rights
Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to the Customer Data and (b) Fluid Posts and its licensors retain all of their rights in and to the Fluid Posts Technology.
4.2 Use of Customer Data
Customer hereby grants Fluid Posts a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and Process any materials that Customer (including its Users) inputs or makes available to Fluid Posts, including any queries submitted through the Services (collectively, "Customer Data") solely as necessary: (a) to provide the Services and otherwise perform its obligations set forth in this Agreement; (b) to derive or generate Telemetry; or (c) to comply with applicable Laws. For the avoidance of doubt, Fluid Posts does not train any artificial intelligence or machine learning models on Customer Data.
4.3 Telemetry
"Telemetry" means information, technical logs, data, metrics, and learnings generated from or related to Customer's and Users' use of the Services, such as feature usage, click-throughs, and dwell times, which information does not identify Users, Customer, or any natural human persons as the source thereof. Fluid Posts may Process Telemetry for Fluid Posts' and its affiliates' business purposes.
4.4 Data Processing Agreement
To the extent Fluid Posts will Process Customer Data subject to applicable "Data Protection Law," as such term is defined in the Fluid Posts Data Processing Agreement located at https://fluidposts.com/legal/data-processing-agreement (the "Data Processing Agreement"), in the provision of the Services to Customer, each Party will comply with its obligations in the Data Processing Agreement, which is incorporated into this Agreement by reference.
5. Customer Obligations
Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services, including those that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Fluid Posts to Process Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.
Without limiting the foregoing, Customer represents and warrants that it has all rights, permissions, and authorizations necessary for Fluid Posts to (a) access, crawl, scan, and analyze Customer websites and related properties as directed by Customer through the Services, and (b) access and use Customer's connected accounts and credentials for Third-Party Platforms (including Customer's CMS and Google Search Console) as authorized by Customer for purposes of providing the Services.
Customer is solely responsible for Customer Data and any content or materials created, generated, scheduled, or published through the Services (including through any automated workflows enabled by Customer), and for ensuring such Customer Data and outputs comply with applicable Laws and third-party terms.
6. Suspension of Service
Fluid Posts may immediately suspend Customer's access to any or all of the Fluid Posts Technology if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer's account is 30 days or more overdue; (c) changes to Laws or new Laws require that Fluid Posts suspend the Fluid Posts Technology or otherwise may impose additional liability on the part of Fluid Posts; or (d) Customer's actions risk harm to any of Fluid Posts' other customers or the security, availability, or integrity of any of the Fluid Posts Technology. Where practicable, Fluid Posts will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).
7. Third-Party Platforms
The Services may support integration with third-party platforms, add-ons, services, or products not provided by Fluid Posts ("Third-Party Platforms"). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer's agreement with the relevant provider and not this Agreement. Fluid Posts does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Fluid Posts Technology or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Fluid Posts Technology, Customer authorizes Fluid Posts to access and exchange Customer Data with such Third-Party Platform on Customer's behalf. To the extent an integration with a Third-Party Platform requires that Fluid Posts use Customer's access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Fluid Posts to use such credentials on Customer's behalf in connection with the provision of the Services.
8. Fees and Taxes
8.1 Fees
Customer will pay the fees for the Fluid Posts Technology set forth in each Order ("Fees"). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Unless the Order provides otherwise, Fees are due immediately at checkout (or, as applicable, upon submission of payment information through the Services) and may be charged automatically using the payment method authorized by Customer. Fees for Order Renewal Terms are at Fluid Posts' then-current rates, regardless of any discounted pricing in a prior Order. All Fees are non-refundable except as may be set out in Section 13.4 (Mitigation).
8.2 Taxes
Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Fluid Posts' income tax ("Taxes"). Fees are exclusive of all Taxes.
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each Party represents, warrants, and covenants to the other Party that:
(a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
(b) the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;
(c) this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms;
(d) the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.
9.2 Product Warranty
To the maximum extent permitted by applicable Law, Fluid Posts does not provide a product warranty for the Services beyond any warranties that cannot be excluded under applicable Law.
9.3 Compliance with Laws
Fluid Posts represents and warrants to Customer that Fluid Posts' provision of the Services will comply with all laws and regulations applicable to Fluid Posts in its delivery of the Services.
9.4 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 (MUTUAL WARRANTIES) AND 9.3 (COMPLIANCE WITH LAWS), THE Fluid Posts TECHNOLOGY, ANY SUPPORT, OR TECHNICAL SERVICES, AND ALL OTHER Fluid Posts SERVICES ARE PROVIDED "AS IS". Fluid Posts, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. Fluid Posts DOES NOT WARRANT THAT CUSTOMER'S USE OF THE Fluid Posts TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. Fluid Posts IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE Fluid Posts' CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Services and Service Content are not professional advice; (b) the Services and Service Content may include inaccurate or erroneous information; (c) Customer is responsible for independently evaluating the Service Content and any other information Customer receives from the Services; and (d) due to the changing nature of AI Platforms and Third-Party Platforms, Fluid Posts does not guarantee the Services will support or be compatible with specific AI Platforms and Third-Party Platforms. Notwithstanding anything to the contrary, the representations and warranties set forth in Sections 9.3 (Compliance with Laws) do not apply to: (i) issues caused by Customer Data; (ii) issues caused by Customer's or Users' misuse of or unauthorized modifications to the applicable Service; (iii) issues in or caused by AI Platforms or Third-Party Platforms or other third-party systems; (iv) use of the applicable Fluid Posts Technology other than in accordance with the Documentation; or (v) Trials and Betas (as described in Section 16) or other free or evaluation use of Fluid Posts Technology.
10. Term and Termination
10.1 Term
The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the "Effective Date") and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the "Term"). The term of each Order will continue for the initial term specified in the applicable Order (the "Order Initial Term") and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an "Order Renewal Term"), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. If no Order Renewal Term is specified in the Order, then the Order will expire at the conclusion of the Order Initial Term.
10.2 Termination
Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.
10.3 Effect of Termination
Upon expiration or termination of this Agreement, Customer's rights to access, and Fluid Posts' obligations to provide, the Fluid Posts Technology will cease. Following the date of expiration or earlier termination of this Agreement, Fluid Posts will promptly return or delete Customer Data and other Customer Confidential Information (defined below), provided that Fluid Posts may retain copies of Customer Data and other Confidential Information (a) as expressly agreed upon by the Parties, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement's confidentiality provisions.
10.4 Survival
These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data and Artificial Intelligence), 5 (Customer Obligations), 8 (Fees and Taxes), 9.4 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms) and any other sections that, by their express terms, should survive such expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.
11. Feedback
To the extent Customer provides Fluid Posts with feedback (including suggestions and comments for enhancements or functionality) regarding the Fluid Posts Technology (including Service Content and underlying datasets used to prepare the same), or Fluid Posts' products, services, or other technology ("Feedback"), Fluid Posts has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials.
12. Limitations of Liability
12.1 Consequential Damages Waiver
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
12.2 Liability Cap
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY'S (AND ITS SUPPLIERS' AND LICENSORS') ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO Fluid Posts PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
12.3 Excluded Claims
"Excluded Claims" means: (a) either Party's breach of Section 14 (Confidentiality) (but excluding claims relating to Customer Data); and (b) either Party's indemnification obligations under Section 13 (Indemnification).
12.4 Nature of Claims and Failure of Essential Purpose
The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
13. Indemnification
13.1 Indemnification by Fluid Posts
Fluid Posts will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees), or agreed in a settlement by Fluid Posts, resulting from any third-party claim alleging that the Fluid Posts Technology, when used by Customer in accordance with this Agreement, infringes or misappropriates a third party's patent, copyright, trademark, or trade secret.
13.2 Indemnification by Customer
Customer will indemnify and hold harmless and, at Fluid Posts' request will defend, Fluid Posts from and against any third-party claim, including any damages and costs awarded against Fluid Posts (including reasonable attorneys' fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer's breach of Section 5 (Customer Obligations), or (b) relating to Customer's business practices or use of Service Content.
13.3 Procedures
The indemnifying Party's obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party's expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party's prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Fluid Posts Technology, when Fluid Posts is the indemnifying party).
13.4 Mitigation
In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Fluid Posts determines necessary to avoid material liability, Fluid Posts may at its option: (a) procure rights for Customer's continued use of the applicable Fluid Posts Technology; (b) replace or modify the allegedly infringing portion of the applicable Fluid Posts Technology to avoid infringement or misappropriation without reducing such Fluid Posts Technology's overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
13.5 Exceptions
Fluid Posts' obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from Customer's modification of Fluid Posts Technology or use of Fluid Posts Technology in combination with items not provided by Fluid Posts (including Third-Party Platforms or Customer Data); (b) to unauthorized use of the Fluid Posts Technology; (c) if Customer settles or makes any admissions about a claim without Fluid Posts' prior consent; or (d) to Trials and Betas or other free or evaluation use.
13.6 Exclusive Remedy
THIS SECTION 13 SETS OUT CUSTOMER'S EXCLUSIVE REMEDY AND Fluid Posts' ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
14. Confidentiality
14.1 Definition
"Confidential Information" means information disclosed to the receiving Party ("Recipient") under this Agreement that is designated by the disclosing Party ("Discloser") as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Fluid Posts' Confidential Information includes the terms and conditions of this Agreement and the Fluid Posts Technology (including any technical or performance information about the Fluid Posts Technology). Customer's Confidential Information includes Customer Data.
14.2 Obligations
As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4.2 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser's request, Recipient will delete all Confidential Information, except, in the case where Fluid Posts is the Recipient, Fluid Posts may retain the Customer's Confidential Information to the extent required to continue to provide the Fluid Posts Technology as contemplated by this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Fluid Posts, the subcontractors referenced in Section 18.8), provided it remains responsible for their compliance with this Section 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.
14.3 Exclusions
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.
14.4 Remedies
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.
15. Required Disclosures
Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.
16. Trials and Betas
If Customer receives access to Fluid Posts Technology or features thereof on a free or trial basis or as an alpha, beta, or early access offering ("Trials and Betas"), use is permitted only for Customer's internal evaluation during the period designated by Fluid Posts (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Fluid Posts may never release, and their features and performance information are Fluid Posts' Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, Fluid Posts PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$50.
17. Publicity
Fluid Posts may include Customer and its trademarks in Fluid Posts' customer lists and promotional materials but will cease further use at Customer's written request.
18. General Terms
18.1 Assignment
Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other Party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party's permitted successors and assigns.
18.2 Governing Law, Jurisdiction and Venue
This Agreement is governed by the laws of Singapore without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts of Singapore and both Parties submit to the personal jurisdiction of those courts.
18.3 Notices
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to Fluid Posts at legal@fluidposts.com if to Fluid Posts or to the address or email address specified on the applicable Order if to Customer, and will be deemed given: (a) upon the earlier of the receipt of a confirmation email or one day after sending if by email, or (b) if by personal delivery, certified or registered mail (return receipt requested), or a commercial overnight delivery service, upon receipt. Either Party may update its address with notice to the other Party pursuant to this Section. Fluid Posts may also send operational notices to Customer by email or through the Services.
18.4 Entire Agreement
This Agreement, including the Order, the Data Processing Agreement, and other attachments referenced herein, is the Parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
18.5 Amendments
Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party's authorized representatives or, as appropriate, agreed through electronic means provided by Fluid Posts. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Fluid Posts; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, Fluid Posts may from time to time notify Customer of updates to this Agreement (including by displaying a notification on the Services). Such updated version of this Agreement will become effective on a going forward basis at the start of the first Order Renewal Term occurring at least 60 days after the date on which Fluid Posts provided such notice to Customer.
18.6 Waivers and Severability
Waivers must be signed by the waiving Party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.
18.7 Force Majeure
Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, change in Law, refusal of government license, or natural disaster.
18.8 Subcontractors
Fluid Posts may use subcontractors and permit them to exercise Fluid Posts' rights, but Fluid Posts remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
18.9 Independent Contractors
The Parties are independent contractors, not agents, partners, or joint venturers.
18.10 Export
Customer will comply with all relevant export and import Laws in using any Fluid Posts Technology. Customer: (a) represents and warrants that it is not listed on any applicable government list of prohibited or restricted parties or located in (or a national of) a country that is subject to applicable embargoes or sanctions; (b) agrees not to access or use the Fluid Posts Technology in violation of applicable export embargoes, prohibitions, or restrictions; and (c) will not submit to the Services any information controlled under applicable export control laws and regulations.
18.11 Open Source
The Services may incorporate third-party open-source software ("OSS"), including as listed in the Documentation or otherwise disclosed by Fluid Posts in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
18.12 Government End-Users
Elements of the Fluid Posts Technology may include commercial computer software. If the user or licensee of the Fluid Posts Technology is an agency, department, or other government entity, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Fluid Posts Technology or any related documentation of any kind is subject to the terms of this Agreement and applicable procurement and other laws. The Fluid Posts Technology was developed fully at private expense.
18.13 Conflicts in Interpretation
Inconsistencies or conflicts among the terms of this Agreement will be resolved in the following descending order of precedence: (a) the terms of the Order; and (b) any other provision of this Agreement.