Terms & Conditions

1.1 Definitions

In this Agreement:

APIs means any application programming interfaces provided or made available by Measurem to Customer, as specified in the Order Form.

Consumer Law means an applicable law that provides rights, protections, guarantees or warranties to consumers that cannot be excluded through contract, including Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Customer Data means any data, materials and information submitted to the Software by or on behalf of the Customer, including any data provided to Measurem by a Third Party Service Provider on behalf of the Customer.

Confidential Information means any non-public business information, know-how, trade secrets or other information, in any form, whether written, oral, visual, electronic or otherwise, that is disclosed by or on behalf of the Customer or Measurem, as applicable (the Disclosing Party) to the other party (the Receiving Party), whether before or after the Start Date, and that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation:

1. Customer Data, which constitutes the Customer's Confidential Information; and
2. information relating to the Subscription Services, Software, systems, networks, analytics, models, product plans, security information and assessments, audit reports, pricing, commercial terms, and this Agreement, which constitute Measurem's Confidential Information.

Confidential Information does not include information that the Receiving Party can demonstrate:

3. is or becomes publicly available through no breach of this Agreement;
4. was lawfully in its possession on a non-confidential basis prior to disclosure;
5. is lawfully received from a third party without breach of any confidentiality obligation; or
6. is independently developed without use of or reference to the Disclosing Party's Confidential Information.

Deliverable means an output, material or other item developed or provided to the Customer by Measurem (excluding the Subscription Services or any Output Data), as specified in an Order Form.

Dispute Notice has the meaning given to it in clause 16.2(a).

End Date means the last day of the term for the provision of the Services under this Agreement, unless extended in accordance with its terms, as specified in the Order Form. If no End Date is specified, the default End Date is the date 12 months from the Start Date (unless otherwise agreed in writing).

Harmful Code means any computer program or virus or other code that is harmful, destructive, damaging or disabling or which assists in or enables theft, alteration, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data.

Insurance Policies means commercial general liability insurance cover, professional indemnity insurance cover and public liability insurance cover.

Intellectual Property Rights means all intellectual property rights, including patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Form means an ordering document (in the form used by Measurem from time to time) that is entered into between Measurem and the Customer specifying pricing, term, usage limits and subscription conditions and special terms.

Output Data means any analytics, insights, statistics, model outputs or any other material generated by the Subscription Services, as described in the Order Form.

Pre-existing IP Rights means Intellectual Property Rights in all materials owned by the Customer or Measurem (as applicable) independently of or prior to this Agreement.

Subscription Fees means the fees for the Services and Deliverables supplied in accordance with this Agreement, as specified in the Order Form.

Renewal Term has the meaning given in clause 2.2.

Services means the services Measurem has supplied, is supplying and will supply under this Agreement, as described in the Order Form, including the Subscription Services and supply of any Deliverables.

Software means Measurem's proprietary cloud-based software platform, including all modules, features, APIs, user interfaces, documentation and updates made generally available to customers.

Start Date means the date of commencement of the provision of Services and Deliverables under this Agreement, as specified in the Order Form. If no Start Date is specified, the default Start Date is the date of first use of the Subscription Services by Customer.

Subscription Services means the provision of access to the Software on a hosted, subscription basis, as made available by Measurem from time to time, as specified in the Order Form.

Subscription Term means the period during which the Customer is authorised to access and use the Subscription Services as specified in the Order Form, commencing from the Start Date and ending on the End Date. If no Subscription Term is specified, the default Subscription Term is 12 months (unless otherwise agreed in writing).

Third Party Service Provider means any third party provider of services, including any provider of data, content, or information submitted to the Software by or on behalf or the Customer.

1.2 Interpretation

In this Agreement:

1. the headings are inserted for convenience only and shall not affect its construction;
2. a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;
3. unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
4. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
5. the Order Form forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Order Form;
6. any use of the word 'includes' or words such as 'for example' or 'such' do not limit anything else that is included in general speech; and
7. any reference to '$' or 'dollars' is to Australian dollars.

2.1

Unless otherwise specified in your Order Form, and subject to clause 2.2, this Agreement takes effect from the Start Date and continues until the earlier of:

1. the expiry of the Subscription Term specified in the Order Form, or any Renewal Term agreed by the parties in accordance with clause 2.2 (whichever is later); or
2. it is terminated by either party in accordance with its terms.

2.2

Unless otherwise specified in an Order Form, the Subscription Term will renew automatically for a period of 12 months (Renewal Term), unless either party gives written notice to the other party that it does not wish to renew in accordance with this clause. Measurem may give notice of any updates to the fees no later than 60 days prior to expiry of the then-current Subscription Term, and if a party does not wish to renew, it must give notice to the other party no later than 60 days prior to expiry of the then-current Subscription Term.

3.1

Subject to payment of the applicable fees, Measurem grants the Customer a non-exclusive, non-transferable, revocable, worldwide right and licence:

1. to access and use the Subscription Services (including to access the Software and any APIs specified in the Order Form); and
2. where specified in the Order Form, to use and display Output Data generated by the Subscription Services (as described in the Order Form), during the Subscription Term solely for the Customer's internal business purposes.

3.2

The Customer must not use, licence, sell, sublicense, disclose, or otherwise exploit any Deliverables, Output Data or any other outputs, data, analyses, insights, or materials provided by Measurem for any commercial purpose beyond the Customer's internal use, without Measurem's prior written disclosure and the parties entering into a separate written commercial agreement setting out the applicable commercial terms.

3.3

Measurem may suspend or restrict access to the Services immediately if the Customer breaches this Agreement, exceeds usage limits, or undertakes actions that Measurem reasonably considers poses a security or legal risk (including any matter that would give rise to termination under clause 11), or Measurem otherwise considers that it is required to suspend in order to comply with applicable law. Except to the extent necessary to comply with law or protect the security of the Services or any Content, Measurem will provide you with written notice before it restricts or suspends Customer's account or access to the Services under this clause 3.3.

3.4

Measurem may impose usage limits, rate limits, technical restrictions or fair use policies on access to APIs or Software, including those specified in the Order Form, and may modify API endpoints or specifications from time to time, provided that such changes do not materially reduce the overall functionality of the Subscription Services during a committed Subscription Term.

4.1

Measurem will:

1. supply the Services (including the Subscription Services) and any Deliverables to the Customer in accordance with the Order Form;
2. comply with all applicable standards, awards, laws, and regulations (including consumer protection and occupational health and safety laws); and
3. obtain and maintain all rights, consents, and authorisations necessary to supply the Services and Deliverables.

4.2

Measurem warrants that:

1. the Subscription Services will perform substantially in accordance with this Agreement;
2. the supply of the Services and the Customer's use of the Deliverables will not infringe the Intellectual Property Rights (including moral rights) of any person; and
3. all Services and Deliverables will be supplied with the due care, skill, and diligence to be expected from a qualified, competent, and experienced provider of services of a similar scope and complexity.

4.3

Measurem may modify, enhance or discontinue features of the Software provided that the overall functionality is not materially degraded. Measurem will provide you with reasonable notice of any material modification or update to the Software or the Services, unless it is impracticable to do so.

5.1

Customer must:

1. comply with the terms of this Agreement in connection with any use of the Services;
2. provide Measurem with information in the Customer's possession or control and access to resources, that Measurem reasonably requires to supply Deliverables and Services;
3. keep any account login credentials (including usernames and passwords) confidential and do not provide them to any other person. You must notify Measurem immediately if you believe there has been any unauthorised access to, or use of, your account; and
4. pay the Subscription Fees in accordance with clause 6.

5.2

In respect of the Customer Data that the Customer provides to Measurem (including data from a Third Party Service Provider) under this Agreement, the Customer warrants that it is legally entitled to provide such information to Measurem to receive, process, store, analyse and otherwise use the Customer Data for the purposes of providing the Services.

5.3

The Customer must comply with all acceptable use requirements notified by Measurem and must not:

1. modify, adapt, translate, disassemble, decompile, prepare derivative works of, reverse engineer, decompile or otherwise attempt to gain access to the source code of any portion of the Software (including any APIs) or the Services, including any algorithms, model weights or training data;
2. provide access to unauthorised users or otherwise sublicense, resell, publish or commercially exploit the Software (including any APIs) or the Services except as expressly authorised in writing;
3. use or access the Software to build a competing product or service, or copy any features, functions, interfaces or graphics of the Software (including any APIs) or the Services;
4. remove any proprietary notices; or
5. post, upload or transmit any Customer Data which:
   1. infringes, violates or misappropriates the rights of any third party, including any Intellectual Property Rights or duty of confidentiality;
   2. is offensive, defamatory, obscene, unlawful, vulgar, threatening, abusive, violent, harassing, malicious or harmful to any person or entity, invasive of another's privacy, or constitutes a breach of a person's legal rights;
   3. could harm, disable, destroy or interfere with the Service or any servers, networks or systems used by the Services, including posting, uploading or transmitting any Customer Data that contains Harmful Code; or
   4. is detrimental to or in violation of Measurem or a third party's systems or network security.

5.4

The Customer must not use any robot, spider, scraper, or other automated or manual means to access the Services, unless expressly permitted to do so in an Order Form.

5.5

The Customer may not access the Subscription Services if it is a direct competitor of Measurem, or otherwise permit such a direct competitor access to the Subscription Services, except with the prior written consent of Measurem.

5.6

Without limiting any other provision of this Agreement, you must use the Services in accordance with all applicable law.

6.1

The Customer must pay all fees specified in the applicable Order Form and any other amounts payable under this Agreement. Measurem will invoice the Customer in accordance with the billing schedule set out in the Order Form. Unless otherwise expressly stated in the applicable Order Form, all Subscription Fees are payable in advance and are based on the Subscription Services purchased, not actual usage.

6.2

The Customer must pay each valid tax invoice issued by Measurem within 30 days of receipt of that tax invoice. An invoice will be deemed accepted unless the Customer notifies Measurem of a good-faith dispute in writing within 15 days of the invoice date, specifying the basis of the dispute. The Customer must pay any undisputed portion of the invoice in accordance with this clause.

6.3

Except as expressly required by law, all fees are non-cancellable and non-refundable, and are not contingent on the delivery of any future functionality, enhancements or features.

6.4

Any amount not paid when due and not subject to a good-faith dispute may, at Measurem's option, accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated daily and compounded monthly from the due date until paid. The Customer is responsible for all reasonable costs incurred by Measurem in connection with the collection of overdue amounts.

6.5

Without limiting any other rights or remedies, Measurem may suspend the Customer's access to the Subscription Services if any undisputed fees remain unpaid after reasonable notice. Suspension does not relieve the Customer of its obligation to pay outstanding fees.

6.6

All fees are exclusive of GST and any other applicable taxes, duties or governmental charges, other than taxes on Measurem's net income. The Customer is responsible for paying all such taxes unless the Customer provides a valid exemption certificate.

6.7

The Customer will not be responsible for any costs or expenses incurred by Measurem in connection with Measurem's provision of the Services, other than those costs or expenses agreed in writing by the Customer prior to being incurred.

7.1

Each party acknowledges that all Pre-existing IP Rights remain the sole property of the owner of those Intellectual Property Rights. Ownership of Pre-existing IP Rights remains unchanged by this Agreement.

7.2

Measurem grants the Customer a worldwide, non-exclusive, royalty-free license to use the Pre-existing IP Rights owned by Measurem for the purpose of receiving and enjoying the benefit of the Services and to the extent required to use the Intellectual Property Rights in the Output Data and any Deliverables, for the Subscription Term.

7.3

The Customer grants Measurem a non-exclusive, royalty-free, non-transferable licence to use the Pre-existing IP Rights owned by it for the sole purpose of performing the Services, for the Subscription Term.

7.4

As between the parties, Measurem retains all right, title and interest (including all Intellectual Property Rights) in and to the Software, Subscription Services, Output Data, APIs, documentation, analytics, models, AI applications, algorithms, configurations, improvements, derivative works, updates, enhancements and all related materials and technology comprising or underlying the Services (including any modifications or developments arising from the provision of the Services).

7.5

Except for the limited licences expressly granted under this Agreement, no Intellectual Property Rights are assigned or transferred to the Customer, whether by implication, estoppel or otherwise.

7.6

The Customer grants Measurem a worldwide, royalty-free licence to host, process, copy, analyse and use the Customer Data for:

1. providing the Services and any Deliverables; and
2. developing, training, improving and enhancing the Software, APIs, models and Subscription Services, including generating analytical outputs and insights derived from the Customer Data in aggregated or de-identified form, provided no raw data of Customer or other data that may identify Customer is disclosed.

Customer acknowledges and agrees that Measurem may use any feedback, recommendations or suggestions provided by Customer to improve the provision of the Services or otherwise as required for its business operations.

7.7

Without limiting clause 5.2, the Customer represents and warrants that the provision and use of the Customer Data by Measurem in accordance with this Agreement will not infringe the Intellectual Property Rights, confidentiality rights, privacy rights, or any other rights of any third party.

7.8

Measurem will defend the Customer against third-party claims that the Software or any Deliverables (excluding any Customer Data or Pre-existing IP Rights of Customer incorporated in such Deliverables) infringes Intellectual Property rights, subject to the liability cap under clause 10.

7.9

Measurem has no obligation under this clause to the extent the claim arises from:

1. modifications not made by Measurem;
2. use in combination with other products not supplied by Measurem; or
3. use not in accordance with this Agreement.

7.10

Measurem acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to Measurem in respect of the performance of its obligations under this clause 7.

7.11

Nothing in this Agreement prevents Measurem from supplying services or deliverables to third parties that are the same as or similar to those provided to the Customer, provided that Measurem complies with its confidentiality and privacy obligations under clause 8.

8.1

A Receiving Party which acquires Confidential Information of a Disclosing Party must not:

1. use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this document; or
2. disclose any of the Confidential Information except in accordance with clauses 8.3 or 8.4.

8.2

The Receiving Party must:

1. keep the Disclosing Party's Confidential Information confidential and not disclose it to any third party except as expressly permitted under this Agreement; and
2. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than reasonable care.

8.3

The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisers, Affiliates or subcontractors who have a legitimate need to know for the purposes of performing obligations or exercising rights under this Agreement, provided they are bound by confidentiality obligations no less restrictive than those set out in this clause.

8.4

The Receiving Party may disclose Confidential Information to the extent required by law, regulation or court order, provided that (to the extent legally permitted) it:

1. gives the Disclosing Party prompt written notice;
2. cooperates, at the Disclosing Party's expense, in seeking confidential treatment or limiting disclosure; and
3. discloses only the minimum portion of Confidential Information legally required.

8.5

Upon written request by the Disclosing Party, the Receiving Party must promptly return or destroy the Disclosing Party's Confidential Information in its possession or control, except that Measurem may retain copies of Customer's Confidential Information as required for:

1. backup, archival, security, audit or disaster recovery purposes;
2. compliance with legal or regulatory obligations; or
3. aggregated or anonymised data that does not identify the Customer.

8.6

The obligations in this clause 8 survive termination or expiry of this Agreement, and for so long as a Receiving Party maintains the Confidential Information of the other party in its possession or control.

9.1

To the extent permitted by law (including any applicable Consumer Law), Measurem fully disclaims all representations and warranties, express, implied or statutory, not expressly set out in this Agreement, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

9.2

Without limiting clause 9.1 or any other part of this Agreement, Measurem is not responsible for:

1. any delays, interruptions, delivery failures, degradation of data or any other loss or damage resulting from any matter outside of Measurem's reasonable control (including any outage);
2. any failure of the Services due to:
   1. issues with any equipment, software or services used by the Customer to access the Services, or the inability of the Customer to access or use any necessary equipment, software or services (including high speed internet or the preferred browsers); or
   2. security incidents or breaches impacting the Customer's equipment, software, services or systems.

9.3

In respect of Customer Data, to the extent permitted by law (including any applicable Consumer Law), Measurem is not responsible for:

1. any use of Customer Data by any person who you have permitted to access Customer Data, including their failure to keep Customer Data confidential; or
2. verifying or validating any Customer Data, loss of or inability to access Customer Data or any failures or loss caused by your use of a Third Party Service Provider.

9.4

The Subscription Services, analytics, models and outputs are provided for informational and analytical purposes only. Measurem does not warrant uninterrupted availability of the Subscription Services (including any API) or any Output Data, and does not warrant the accuracy, completeness or suitability of any outputs for broadcast, commercial or competitive decision-making purposes. The Services are provided to you on an "as is" and "as available" basis. The Customer is solely responsible for how it interprets and uses any outputs (including Output Data).

9.5

Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. The Customer acknowledges that it has not relied on the availability of any future functionality, roadmap items or product enhancements in entering into this Agreement.

10.1

To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), statute or otherwise) is limited to an amount equal to the total fees paid by the Customer to Measurem in the 12 months preceding the event giving rise to the claim.

10.2

Neither party is liable to the other for any indirect, incidental, special or consequential loss, including loss of profits, revenue, loss or reconstruction of data, goodwill, business opportunity or anticipated savings, even if such loss was foreseeable.

10.3

The Customer indemnifies and holds harmless Measurem from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of:

1. any allegation that Measurem's possession or use of Customer Data in accordance with this Agreement infringes the rights of any third party;
2. any third party claim, including by an athlete, team, league, governing body or other third party, alleging loss of competitive advantage, impact on performance, reputational harm or commercial harm resulting from the use of or reliance on the Subscription Services, Output Data, analyses or insights, except to the extent caused by Measurem's fraud or wilful misconduct.

10.4

The indemnities in clauses 10.3(a) and (b) are subject to the liability cap in clause 10.1, except to the extent prohibited by law.

10.5

Measurem will maintain commercially reasonable insurance coverage appropriate to a business of its size and nature. Upon reasonable written request, Measurem will provide confirmation of such coverage.

11.1

Either party may terminate this Agreement by notice in writing to the other party:

1. for material breach by the other party, not cured within 30 days, or in circumstances where the material breach cannot be remedied; or
2. if the other party becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, or otherwise ceases to conduct its business in the normal manner.

11.2

The Customer may not terminate for any reason other than expressly set out in this clause 11 during a committed Subscription Term. However, the Customer may notify Measurem that it does not wish to renew prior to the commencement of a Renewal Term, pursuant to clause 2.2.

11.3

Upon expiry or termination of this Agreement for any reason:

1. all licences granted to the Customer under this Agreement immediately terminate;
2. the Customer must immediately cease all access to and use of the Services, APIs, Software and Deliverables;
3. any API keys, credentials or access tokens issued to the Customer are automatically revoked;
4. the Customer must delete or destroy all copies of documentation or materials comprising the Services in its possession or control, including any Output Data, except to the extent required by law; and
5. Measurem may immediately disable the Customer's access without liability.

11.4

Upon expiry or termination, the Customer may request export of the Customer Data within 30 days. Thereafter, the Measurem may delete the Customer Data in accordance with its standard retention and backup policies.

11.5

At any time after termination of this Agreement a party must not:

1. use or disclose to any person any Confidential Information of the other party;
2. record any Confidential Information of the other party into any form (including machine readable form); or
3. sell or otherwise transfer any Confidential Information of the other party.

11.6

Clause 6 (Fees, billing and suspension), clause 8 (Confidentiality), clause 10 (Liability and indemnity) and clause 11 (Termination) and each other clause required to make these clauses effective continue to bind the parties after termination of this Agreement for any reason.

11.7

Notwithstanding any other provision in this Agreement, but subject to any other terms in the Order Form, if this Agreement is terminated as a direct result of the acquisition of the Customer by a third party, the Customer shall pay Measurem an amount equivalent to 12 months of the fees paid to Measurem under this Agreement calculated by averaging the monthly fees paid over the 12 months preceding the termination date. This payment shall be made within 30 days of the effective date of the acquisition. This clause shall not apply if Measurem is the acquiring party.

12.1

A party notifying or giving notice under this Agreement must notify:

1. in writing;
2. addressed to the address of the recipient specified on the first page of this Agreement or as varied by notice given in accordance with this clause; and
3. left at or sent by post, facsimile or email to that address.

12.2

A notice given in accordance with clause 12.1 will be deemed received:

1. if delivered by hand to the recipient's address, on the date of delivery, as long as delivery is acknowledged in writing by the recipient;
2. if sent by post, three days after the posting; and
3. if sent by facsimile or email on a working day at the recipient's address, on the date of transmission, or if sent on a non-working day at the recipient's address, on the next working day (in both cases as long as the sender's facsimile machine (if relevant) records a successful transmission).

13.1

The relationship of Measurem to the Customer will be that of independent contractors and nothing in this Agreement shall render Measurem or any of its personnel an employee of the Customer and Measurem shall not hold itself out as such.

14.1

Each party must do or cause to be done all acts and things necessary or desirable to give effect to, and refrain from doing all acts and things that could hinder performance by any party of, this Agreement.

15.1

Measurem may assign this Agreement in connection with a merger, acquisition or sale of assets.

15.2

Except as specified in clause 15.1, a party may not assign any rights or delegate any of its obligations under this Agreement (in whole or in part) without the prior written consent of the other party.

16.1

This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia, and waives any objection to those courts on the grounds of inconvenient forum.

16.2

To the extent a dispute arises under this Agreement:

1. either party may provide the other party with notice of the dispute, setting out reasonable particulars of the dispute (Dispute Notice); and
2. within 30 days of the other party's receipt of the Dispute Notice, each party's representatives must meet at least once to attempt to resolve the dispute in good faith.

16.3

If the dispute cannot be resolved within the time period set out in clause 16.2(b), a party may commence legal proceedings with respect to the dispute. For clarity, a party must not commence legal proceedings in respect of a dispute unless they have complied with the requirements of clause 16.2.

17.1

The parties may agree special terms in an Order Form. If special terms are specified in an Order Form, each party agrees to comply with its obligations under the special terms, and any special terms will take precedence over the terms set out in this document.

18.1

The Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Measurem's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you must promptly notify us.

18.2

Measurem may use the Customer's name, trademarks, and service marks to the extent necessary to fulfill its obligations under this Agreement and any Order Form or as otherwise expressly authorised in this Agreement or an Order Form. Measurem reserves the right to use the Customer's name and trademark as a reference for marketing and promotional purposes on its website and in other communications with its existing and prospective customers. If the Customer does not want to be listed as reference for the Subscription Services, it may notify Measurem stating that it does not wish to be identified as a reference.

18.3

Measurem may use subcontractors or other third parties in carrying out obligations under this Agreement and any Order Form. Measurem remains responsible to Customer for the performance of the services that are subcontracted under this Agreement.

18.4

The Customer represents that it is not subject to sanctions and will not use the Services in violation of export control laws.

18.5

This Agreement (including any Order Form) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties.