ServiceTitan, Inc. Standard Vendor Terms and Conditions

Last updated: March 2024

These Standard Vendor Terms and Conditions (“Terms”), govern the rights, remedies and obligations of ServiceTitan, Inc., and its affiliates (“ServiceTitan”) and the vendor named under the applicable purchase order(s) (“Vendor”) and constitutes the full and complete agreement between the parties. The purchase order, and all appendices, exhibits, and schedules attached thereto (“Order”), together with these Terms (collectively, the “Agreement”) supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms shall prevail over any of Vendor’s general terms and conditions of sale regardless of whether Vendor has submitted its sales confirmation or such terms. Any prior or contemporaneous offer regarding such purchase is rejected.

The Terms shall be deemed accepted by: (i) Vendor’s commencement of performance; (ii) Vendor’s shipment of any items specified in an Order; and/or (iii) any other indication of Supplier’s agreement to an Order, whichever occurs first. Any terms, conditions or provisions of any Vendor quotation, confirmation, order acknowledgement, invoice, or other commercial document sent to ServiceTitan are hereby rejected, and shall not constitute additional or modified terms. Any or all of such proposed terms will not operate as a rejection of this offer, but shall be deemed a proposed material alteration thereof, and this offer will be deemed accepted by Vendor without and not including such proposed terms.

Notwithstanding the foregoing, if the parties have mutually executed a master services agreement, independent services agreement, purchase agreement, or any other definitive agreement (each a “Master Agreement”) covering Products and Services (each as defined below), the terms of such Master Agreement shall prevail over these Terms. Capitalized terms not defined herein will have meanings provided in the Order.

1.0 DEFINITIONS. As used in these Terms the following defined terms have the meanings indicated below:

“Confidential Information” shall have the meaning ascribed to it in Section 12.1.

“Documentation” means such end user documentation, manuals, performance specifications and any other specifications about the Products or Services, which Vendor shall provide to ServiceTitan prior to execution of the Agreement.

“Maintenance Services” means the maintenance services for equipment, hardware and/or Software to be provided by Vendor to ServiceTitan as set forth in the Agreement or pursuant to an Order.

“Products” means all items of whatever type or nature sold or licensed by Vendor to ServiceTitan hereunder including, without limitation, all equipment, hardware, furniture, fixtures, Software (or licenses thereto), Services, supplies, creative works, disposables, and/or containers.

“Professional Services” shall mean work to be provided by Vendor to ServiceTitan as set forth in the Agreement or pursuant to an Order, including, without limitation, work of any kind or nature, installation, applications training services, project management services, repair or replacement services, consulting services or creative/artistic services.

“ServiceTitan Indemnified Parties” has the meaning ascribed to it in Section 4.1.

“Services” means Professional Services and/or Maintenance Services, as applicable.

“Software” means (i) the object code version of any Vendor proprietary or licensed software product specified by an Order or the Agreement, (ii) all Updates thereto provided by Vendor or its supplier in the performance of this Agreement, (iii) any customized features and functions provided by Vendor pursuant to the Agreement, and (iv) all related Documentation. “Software” does not include Third Party Software except as expressly provided by this Agreement or the applicable Order.

“Term” means the period defined in the Agreement during which these Terms shall govern and be effective. The Term will be provided on the applicable Order.

“Third Party Software” means software proprietary to a third party and identified as such by the applicable Order.

“Update” means a release of Software that includes bug fixes, patches and/or fixes of errors and/or corrections or enhancements only, without new major features. “Update” shall not be construed to include Upgrades but shall include service packs or service releases.

“Upgrade” means a release of the Software that includes additional major capabilities (functionality) and/or major enhancements over versions of the Software previously supplied to ServiceTitan and/or Vendor’s customer base for the Product.

2.0 USE OF NAMES AND TRADEMARKS / PUBLICITY

2.1 Use of Names and Trademarks: The parties shall not use the names of the other party or any adaptation, abbreviation or likeness thereof, or any trademark, trade name, trade style or registered design that is the property of or currently in use by the other party, on any web site or in any printed materials, publicity, advertising, or for trade or other commercial purposes (including without limitation in Vendor’s client/customer lists) without the prior written consent of the other party as to form, content and context, which consent may be revoked at any time upon five (5) business days’ notice. Notwithstanding the foregoing, any materials produced pursuant to the Agreement or in connection with Vendor’s performance hereunder, bearing the logo, style or trademarks of ServiceTitan may be used by Vendor only in accordance with ServiceTitan’s usage guidelines and only as necessary to perform its obligations hereunder, subject in all cases to the prior written consent of ServiceTitan as provided herein.

2.2 Publicity: Vendor shall not make any public statements (including issuing a press release, responding to media inquiries, making public presentations or publishing articles or other written materials) regarding ServiceTitan, Vendor’s relationship with ServiceTitan, the Agreement, Services performed, or Products provided to ServiceTitan, without the prior written consent of ServiceTitan.

3.0 INSURANCE. Unless otherwise specified in an Order, Vendor will maintain not less than the following insurance coverage, on an occurrence basis (or on a claims made basis with at least a three (3) year extended reporting provision), from an insurance company with a rating of A-VII or better from A.M. Best (or such higher coverage and rating as may be required by law):

• Commercial General Liability (including Products and Completed Operations)

  • $1 million per occurrence / $3 million annual aggregate

• Umbrella Liability

  • $5 million

• Worker’s Compensation; Employer’s Liability

  • Statutory Limits; $1 million

• Professional Liability / Errors & Omissions

  • $5 million per claim

• Cyber Risk / Data Security (if applicable pursuant to Section 3.2 below)

  • $5 million per claim

Within ten (10) days of the signing of the Agreement, Vendor will deliver to ServiceTitan evidence of the foregoing insurance, including a Certificate of Insurance naming ServiceTitan (and any affiliate designated by ServiceTitan) as an additional insured on its commercial general liability, automobile liability, umbrella liability and cyber risk / data security policies for the foregoing amounts and providing at least thirty (30) days prior written notice from the carrier to ServiceTitan in the event of cancellation or reduction of any of the foregoing coverage.

4.0 INDEMNITIES

4.1 ServiceTitan Indemnification: Vendor shall indemnify, defend and hold harmless ServiceTitan, its affiliates and their directors, officers, employees and agents (collectively, the “ServiceTitan Indemnified Parties”) from and against any and all losses, costs, damages, liabilities and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred as a result of any third party claim that results from or arises out of: (i) Vendor’s material breach of its representations, warranties or other obligations under the Terms; (ii) the infringement of the intellectual property rights of any third party, and; (iii) bodily injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or omissions of Vendor and its employees, agents, consultants, or subcontractors.

4.1.1 Indemnification Procedure: ServiceTitan shall promptly notify Vendor in writing of any action and reasonably cooperate with Vendor at Vendor’s sole cost and expense. Vendor shall immediately take control of the defense and investigation of such action and shall employ counsel of its choice (reasonably acceptable to ServiceTitan) to handle and defend the same, at Vendor’s sole cost and expense. Vendor shall not settle any action in a manner that adversely affects the rights of ServiceTitan or provides for a settlement that is not to be fully paid by Vendor without ServiceTitan’s prior written consent. ServiceTitan’s failure to perform any obligations under this Section 4.1.1 shall not relieve Vendor of its obligations under this Section 4.1.1 except to the extent that Vendor can demonstrate that it has been materially prejudiced as a result of such failure. ServiceTitan may participate in and observe the proceedings at its own cost and expense.

4.2 Limitation of Liability: Nothing in the Agreement shall exclude or limit (a) Vendor’s liability hereunder, or (b) Vendor’s liability for fraud, personal injury or death caused by its gross negligence or willful misconduct. SERVICETITAN’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THE AGREEMENT AND/OR ANY ORDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY SERVICETITAN TO VENDOR UNDER THE AGREEMENT DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY. SERVICETITAN SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE OR DELAY IS CAUSED IN WHOLE OR IN PART BY VENDOR NOT FULLY COMPLYING WITH ITS OBLIGATIONS UNDER THE AGREEMENT, APPLICABLE ORDER, AND/OR THESE TERMS. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH SERVICETITAN WOULD NOT HAVE ENTERED INTO THE AGREEMENT OR ORDER. PRICING SET FORTH HEREIN REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

4.3 Infringement:

4.3.1 Should the Products or any component part thereof supplied hereunder become the subject of a patent, copyright, trade mark, trade secret or other intellectual property right infringement suit or proceeding, Vendor shall (at Vendor’s option and at its sole cost and expense): (i) obtain a license that would permit ServiceTitan to continue to use the Products, (ii) modify the Products to render them non-infringing, (iii) provide a non-infringing product that possesses substantially equivalent functionality of the original Products purchased and/or leased or licensed by ServiceTitan, or (iv) refund the purchase price or license fee to ServiceTitan.

4.3.2 In the event that ServiceTitan is notified in writing that it is required to cease and desist from using the Product or any component part thereof as a result of such infringement claim, all fees otherwise due during such period shall be waived and Vendor shall have thirty (30) days to arrange for a remedy referred to in Section 4.3.1 above.

4.3.3 If Vendor shall not perform in accordance with the provisions of this Section 4.3, then in addition to all other rights and remedies ServiceTitan may have at law or in equity, ServiceTitan shall have the right to terminate its obligations under this Agreement on not less than ten (10) days’ written notice and all fees paid for the Products shall be pro-rated over the current Term and credited or refunded, as applicable.

4.4 Notice of Complaint: Upon the receipt or discovery by any of the parties hereto of any complaint, claim (either asserted or potential), notice of lawsuit or lawsuit involving any aspect of the Products supplied or Services rendered under the Agreement, unless prohibited by law, the party in receipt of such notice shall promptly notify the other party and Vendor shall provide complete access as may be provided under the law, to such records and other relevant information in its possession, custody, or control, including the right of ServiceTitan to make copies, at their own expense, as may be necessary or desirable to resolve such matters. Notwithstanding anything to the contrary in this Section 4.4, failure to give prompt notice shall not be grounds for a denial of indemnity or defense unless the party alleging the late notice can prove actual and material prejudice arising therefrom.

5.0 ASSIGNMENT / SUBCONTRACTING

5.1 Assignment: Neither party may assign, transfer or delegate any or all of its rights or obligations under these Terms, without the prior written consent of the other party; provided however, that, upon prior written notice to the other party, ServiceTitan may assign the Terms to an affiliate or a successor of all or substantially all of the assets of ServiceTitan through merger, reorganization, consolidation or acquisition. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. These Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.2 Subcontracting: Vendor shall not engage subcontractors to provide any portion of the Services without ServiceTitan’s prior written consent. In no event shall any subcontracting relieve, limit or modify Vendor’s obligations to ServiceTitan hereunder nor confer upon such subcontractors any contractual relationship with, or rights with respect to, ServiceTitan. Notwithstanding the foregoing, all subcontractors shall be bound by and comply with the provisions herein, including any confidentiality, insurance and indemnification obligations running in favor of ServiceTitan.

6.0 TERMINATION. Either party may terminate this Agreement in the event of a material default by the other party upon giving the defaulting party at least thirty (30) days’ written notice of termination specifying the default in reasonable detail. Termination shall be effective at the expiration of such notice period unless during such period the defaulting party cures the default to the reasonable satisfaction of the non-defaulting party. Either party may terminate this Agreement upon written notice to the defaulting party in the event the defaulting party (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Termination of the Agreement will not affect the rights and obligations of the parties accrued before the termination.

7.0 OCCUPATIONAL SAFETY AND WARRANTY. Vendor warrants that, to the extent applicable, the Products and Services provided to ServiceTitan shall conform to the standards and regulations promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970 (29 U.S.C. 651 et. Seq.) (“OSHA”). In the event that any Products do not conform to OSHA standards and regulations, ServiceTitan may return the Products for correction or replacement at Vendor’s option and expense. Services performed by Vendor that do not conform to OSHA standards and regulations must be corrected by Vendor, or by ServiceTitan in the event Vendor fails to make appropriate corrections within a reasonable time, in either case at Vendor’s expense. Vendor personnel working onsite at ServiceTitan shall comply with all applicable ServiceTitan policies and procedures, including building and data security, health and safety, COVID-19 related policies and procedures, and all applicable government regulations, including OSHA general industry standards.

8.0 WARRANTY. Vendor warrants as follows:

8.1 All Products sold by Vendor hereunder, if tangible goods, are warranted to be new, free from defects in material, design and workmanship and, if applicable, shall be pure and unadulterated. All Products sold “as per sample” shall conform and perform in all respects in accordance with the sample provided or shown.

8.2 All Products shall perform in accordance with their Documentation upon acceptance by ServiceTitan and for a period of one (1) year, or such longer period as may be prescribed elsewhere in this Agreement. Any service level standards, including performance guarantees and corrective maintenance response times, shall be set forth in this Agreement or an attachment hereto.

8.3 Vendor hereby warrants the merchantability of its goods and further warrants that such goods are fit for the uses and purposes specified in its advertising and promotional material.

8.4 All tangible Products will be accurately labeled, contained, packaged and marked, and shall conform to any statement made on the containers, labeling and packaging.

8.5 The Products do not infringe the patent, copyright or other proprietary rights of a third party. Vendor has full right, title and authority to enter into and perform this Agreement without the consent of any third party.

8.6 Additionally, with respect to the Software, Vendor represents and warrants that:

a) Vendor has full right, title and interest necessary to license the Software to ServiceTitan free and clear of any claim of a third party.

b) The Software shall not contain:

• i. any software routine, code, or instruction, hardware component or combination of the foregoing which:

  • 1) permits unauthorized access to ServiceTitan’s IT network or ServiceTitan’s Confidential Information; or

  • 2) can disable, delete, modify, damage or erase software, hardware or data; or

• ii. any malicious code that can disable, delete, modify, damage or erase software or data.

c) The Software has received all required third-party approvals, consents, permits, authorizations, etc., including, without limiting the foregoing, all requisite approvals from all regulatory or governmental agencies to allow ServiceTitan and Vendor to enter into and perform this Agreement and for ServiceTitan to use the Software as intended,

d) Vendor has in place within the Software physical and electronic security in compliance with the requirements of HIPAA, if applicable,

e) The Software shall operate without conflict with commercial anti-virus software products to be specified and installed by ServiceTitan; and

f) The Software is compatible with the most current version of the operating system and database on which it is designed to function, and Vendor shall, without additional cost to ServiceTitan, revalidate the Software and make any modifications required to cause the Software to meet or exceed its previous specifications within four (4) months after new versions, upgrades, patches, maintenance releases or service packs are made available by the publisher of such operating system or database and provide such re-validated versions of the Software to ServiceTitan at no charge. Vendor shall continue to offer licenses of the Software to the public and to maintain the Software and offer maintenance to ServiceTitan for a period of not less than five (5) years after acceptance by ServiceTitan.

8.7 All Services shall be performed in a professional, workmanlike and timely manner by personnel appropriately trained and skilled in the service to be performed, with the legal right to work in the jurisdiction in which the Services are to be performed, and/or in accordance with any applicable Documentation as may be related to the Services.

8.8 Vendor’s performance hereunder, and all Products and Services, shall at all times comply with all applicable laws, rules, and regulations and Vendor shall maintain in effect all licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

8.9 All warranties shall continue in effect during the Term of this Agreement, the term of any extended warranty and the term of any contract between the parties for support and maintenance. All warranties shall survive acceptance and payment.

9.0 CONDITION ON DELIVERY / PAYMENT

9.1 Delivery and Acceptance: Vendor shall deliver all equipment or other goods which are a part of the Products DDP destination (Incoterms® 2024) in at least a good condition and state of repair. Unless otherwise specifically provided herein, any equipment or other goods damaged in shipping or delivery shall be the responsibility of Vendor and it shall file all claims for damages with the carrier and shall promptly replace all damaged equipment or other goods which are a part of the Products, regardless of the status of claims against the carrier. No Products shall be deemed to have been accepted by ServiceTitan until they shall have been inspected and, where appropriate, duly installed and tested to the reasonable satisfaction of ServiceTitan.

9.2 Invoicing and Payment Terms: Vendor’s invoices shall be submitted for ServiceTitan payment upon acceptance of the Products and shall be dated on or after the date of acceptance. Invoices must be sent via email to the email address designated on the applicable Order and include a valid ServiceTitan Purchase Order Number (“PO #”) as well as sufficiently detailed back-up information that has been reasonably requested by ServiceTitan, if any (including, without limitation, time sheet summaries and unit prices for any Products provided on a time and materials basis). Vendor shall provide ServiceTitan with any and all information and assistance reasonably required to ServiceTitan in order to successfully onboard Vendor. All undisputed amounts due and payable by ServiceTitan under the applicable Order shall be paid within forty-five (45) days after receipt of invoice by ServiceTitan. Payments made by ServiceTitan shall be via the payment method specified in the applicable Order.

9.3 Pricing: The price of the Products is the price stated in the Order (the "Price"). Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the delivery location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of ServiceTitan.

10.0 CONSEQUENTIAL DAMAGES. Neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive damages, including, but not limited to, lost profits. Notwithstanding anything to the contrary contained herein, any limitation of liability, remedies or damages contained herein shall not limit or apply to any Losses incurred as a result of or in connection with any action, suit or claim subject to indemnification by Vendor hereunder, or as a result of or in connection with the breach of Vendor’s confidentiality obligations, or Vendor’s infringement, gross negligence or intentional misconduct.

11.0 PRODUCT RECALLS. Vendor shall notify ServiceTitan if a product recall or defect notice is issued related to any of the Products or components thereof within five (5) days of the earliest defect announcement in any nation by Vendor, the manufacturer of a Product or component, or a regulatory body. Notwithstanding any limitation of rights, remedies or damages set forth herein, Vendor will reimburse ServiceTitan for return shipping, Product reimbursement costs and any additional cost or expense (including, without limitation, costs associated with explanting, replacing or correcting affected Products) incurred by ServiceTitan associated directly or indirectly with any Product corrective action, withdrawal or recall from the market (whether voluntary or involuntary) or any court action impacting ServiceTitan’s use of the Products.

12.0 CONFIDENTIALITY

12.1 Confidential Information: Vendor shall treat as confidential any non-public information, including, without limitation, any data, reports, and other documentation and information regarding ServiceTitan’s business operations, facilities, finances, marketing, employees, or use of the Products, and confidential information of third parties identified as such by ServiceTitan, any of which are provided to Vendor by ServiceTitan or accessed or observed by Vendor in connection with the performance of Vendor’s responsibilities under this Agreement, in whatever form (“Confidential Information”). Vendor shall keep Confidential Information safe and secure and shall not disclose the same to any third party or use any Confidential Information other than as required hereunder to perform this Agreement, without ServiceTitan’s prior written consent. Vendor shall disclose the Confidential Information only to Vendor’s employees, agents, contractors and affiliates who have a need to know in order to carry out the terms and conditions of this Agreement and who are bound by a duty of confidentiality. Upon termination of this Agreement, Vendor shall return to ServiceTitan or destroy all Confidential Information in Vendor’s possession without retaining copies thereof except as required by law. The confidentiality provisions hereof shall continue to apply to any retained copies.

12.2 Injunction: Vendor stipulates that it would be impossible to ascertain ServiceTitan’s damages from any breach of the covenants set forth under this Section 12. If Vendor breaches any provision of such section, ServiceTitan may choose, in addition to any other right or remedy available to it, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach. Vendor stipulates that no bond or other security shall be required in obtaining such equitable relief and Vendor hereby consents to the issuance of such injunction or injunctions pending the outcome of judicial resolution involving this Agreement. Vendor shall not urge, argue or otherwise advise a court that an injunction remedy is not appropriate under the circumstances.

13.0 ARBITRATION AND EQUITABLE RELIEF

13.1 Arbitration: Any controversy or claim arising out of or relating to the Terms, or breaches thereof, shall be resolved by confidential arbitration in Los Angeles County, California, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both parties will equally share the fees of the arbitrator. The arbitrator may award attorneys’ fees and costs as part of the award to the prevailing party. The arbitrator shall not have the authority to impose an award of punitive, exemplary or multiplied damages. Notwithstanding the foregoing, either party may, without recourse to arbitration, assert against the other party a third-party claim or cross-claim in any action brought by a third party, to which the subject matter of this Agreement may be relevant. Notwithstanding the requirements of this Section, if the other party has breached its obligations with respect to confidentiality, either party may request injunctive and equitable relief, without posting bond or other security, from the state or federal courts in Los Angeles, California, and in such event the parties consent to the exclusive jurisdiction and venue of such courts.

13.2 Equitable Remedies: The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator.

14.0 NOTICES. All notices affecting the Agreement must be in writing and sent (a) in the case of Vendor, to the address set out in the Order, (b) in the case of ServiceTitan, to the persons designated below. The notices must be delivered in person, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested. Notice is effective on the date of receipt if delivered in person, on the date of first attempted delivery if delivered by courier, or on the fifth (5th) business day after mailing by certified mail, postage prepaid. Either party may provide notice of change to the contact information for person(s) to be notified under this provision by like notice. Notices to ServiceTitan shall be delivered or sent to the following addresses:

Attn: Procurement
ServiceTitan, Inc.
800 N. Brand Blvd., Suite 100
Glendale, CA 91203

15.0 INTEGRATION / AMENDMENT. The Agreement and all appendices, addenda, schedules and exhibits annexed hereto or referenced herein constitute the entire, complete, final and sole agreement between the parties regarding the subject matter thereof and supersedes and cancels any prior understanding, communication, representation or agreement pertaining to the subject matter thereof. This Agreement may not be modified, amended or terminated prior to the expiration of its term except (i) as otherwise specified therein or (ii) by a writing signed by duly authorized representatives of both parties.

16.0 GOVERNING LAW. The Agreement, and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties and/or the interpretation and enforcement of their respective rights and obligations, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.

17.0 THIRD PARTIES. The Agreement is solely between the parties hereto and, except as otherwise specified herein, is not intended to be enforceable by any third parties or to create any express or implied rights hereunder of any nature whatsoever in any third parties.

18.0 RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19.0 WAIVER. A waiver of any term or condition of the Agreement must be in writing signed by the party to be charged. No waiver, express or implied, of any breach of any provision of the Agreement shall be deemed a waiver of breach of any other provision of the Agreement or a waiver of any subsequent breach of the same or any other provision.

20.0 PARTIAL INVALIDITY / SECTION HEADINGS. If any term, covenant, condition or provision of these Terms or the application thereof to any person or circumstance shall, at any time or to any extent be determined to be invalid or unenforceable, the remainder of the Terms, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each remaining term, covenant, condition, and provision of the Terms shall be considered valid and enforceable to the fullest extent permitted by law, provided that the Terms shall not thereby fail of its essential purpose. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof.

21.0 SURVIVAL. The rights and obligations of the parties set forth in this Section 20 and Section 3, Section 4 Section, 5, Section 6, Section 8, Sections 10-23, and such other Sections which by their terms reasonably include performance after expiration or termination will survive such expiration or termination or expiration of these Terms.

22.0 FORCE MAJEURE. Neither party will be liable for, nor be considered in breach of this Agreement, on account of any delay or failure to perform as required hereunder (excluding payment of money) as a result of fire, flood, acts of God or public enemy, Internet or telecommunication network failures, earthquakes, governmental or court order, national emergency, pandemic, strikes, labor disputes, or any other cause which is beyond the reasonable control of the party which renders impossible or impractical the performance of contractual obligations, either totally or in part (a “Force Majeure Event”), excluding in all cases claims of financial hardship; provided that the nonperforming party gives the other party written notice within three business days of the claim of a Force Majeure Event.

23.0 EXPORT COMPLIANCE. Each party agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. This clause shall survive termination or expiration of this Agreement.