Terms of Service
LIMELIGHT
Software-as-a-Service AGREEMENT
THIS SOFTWARE-AS-A-SERVICE AGREEMENT (the “Agreement”) is entered into by and between Limelight Intelligence, Inc., a Delaware corporation (“Limelight”) and the entity or person placing an order for or accessing the Services (“Customer”). This agreement consists of the terms and conditions set forth below and any Order Form. The “Effective Date” of this Agreement is the date set forth in the Customer’s Order Form.
TERMS AND CONDITIONS
Definitions. Terms defined in this Section 1 and parenthetically defined elsewhere shall have the same meaning throughout the Agreement.
“Usage Data” means statistical, system, usage, and configuration data regarding the Customer’s compliance with the Agreement and Customer’s usage of the Software Services, including, but not limited to, remote application performance measurement, and provided that such data: (i) does not specifically identify Customer or Customers (as defined below); and, (ii) does not consist of any of Customer’s Confidential Information, provided, however, that Customer shall not consider statistical or aggregate data part of its Confidential Information.
“Customer Content” means any documents, images, reports, information, files, data, or other content that Customer, its employees, personnel, agents, or end users, share with Limelight via the Software Services.
“Confidential Information” means any nonpublic information (written, oral or electronic) disclosed by one party to the other party and shall be deemed to include the following information of the respective parties, without limitation: (i) the terms and conditions of the Agreement; (ii) customer lists, the names of Customer contacts, business plans, technical data, product ideas, personnel, contracts and financial information; (iii) patents, trade secrets, techniques, processes, know-how, business methodologies, schematics, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (iv) information about costs, profits, markets and sales; (v) plans for future development and new product concepts; (vi) all documents, books, papers, drawings, models sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be disclosed, as well as written or oral instructions or comments; and (vii) Customer Content.
“Documentation” means the user documentation for the Software Services that Limelight makes generally available to its users via the Software Services.
"Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Service Order” means the order form document that is executed by both parties and is subject to, governed by, and incorporates by reference, this Agreement, and sets forth the Software Services Limelight shall provide to Customer.
“Privacy Policy” means the document set forth at https://www.limelightintelligence.com/privacy-policy that provides notice of the practices and procedures that Limelight follows in collecting, using, storing, and protecting personal data provided by users of the Software Services.
“Registered User” means when a Customer provides and confirms their mobile phone number and engages with a representative of the brand or an affiliate using the Software Services.
“SLA” (or Service Level Agreement) means the specific terms governing support and delivery of the Software Services as set forth at https://www.limelightintelligence.com/sla which is incorporated herein.
“Software Services” means the software services provided by Limelight, as set forth on the Service Order, running on one or more computer servers maintained by Limelight or a third-party on behalf of Limelight, and made available to Customer over the Internet, and as set forth in the SLA.
“Support Services” means the support and maintenance services provided by Limelight to Customer set forth in the SLA or Service Order that describes the support and maintenance services to be provided by Limelight, which may include, but is not limited to, any basic implementation, troubleshooting, and help-desk services.
“Territory” shall mean the geographic location defined in the Service Order.
“Third-party Product” means all materials, hardware or software owned by a third-party.
Software Services.
License Grant. Provided that Customer pays all the required fees under the Agreement and complies with all other terms of the Agreement, Limelight hereby grants to Customer a limited, non-exclusive, terminable (as set forth herein), non-transferable, non-sublicensable license to access and use the Software Services. Customer shall not use or otherwise access the Software Services in a manner that exceeds Customer’s authorized use as set forth in the Agreement.
Restrictions. Subject to this Agreement, Customer and end users may access and use the Software Service for lawful purposes. All rights, title, and interest in and to the Software Services and its components and all related intellectual property rights will remain with and belong exclusively to Limelight. Customer shall maintain the copyright notice and any other notices that appear on the Software Services on any copies and any media. Neither Customer nor any of its end users shall directly or indirectly (nor shall they allow any third party to) (i) modify, reverse engineer, or attempt to hack or otherwise discover any source code or underlying code, ideas, or algorithms of the Software Services, (ii) sell, resell, license, sublicense, provide, lease, lend, use for timesharing, or service bureau purposes or otherwise use or allow others to use the Software Services for the benefit of any third party, (iii) use the Software Services, or allow the transfer, transmission, export, or re-export of the Software Services or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency, (iv) use the Software Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights, (v) use the Software Services to store or transmit Malicious Code, (vi) interfere with or disrupt the integrity or performance of the Software Services or its components, (vii) attempt to gain unauthorized access to the Software Services or its related systems or networks, (viii) permit direct or indirect access to or use of any Software Services in a way that circumvents a contractual usage limit, (ix) copy the Software Services or any part, feature, function or user interface thereof, access the Software Services in order to build a competitive product or service, or (x) use the Software Services for any purpose other than as expressly licensed herein.
Security. Limelight hereby agrees to have in place, a formal written information security program that provides safeguards for the protection of Customer’s Confidential Information and Customer Content, from loss, theft, and disclosure to unauthorized persons. Limelight agrees to maintain commercially reasonable information security and privacy standards, as applicable to the Software Services, that includes, at a minimum, the following:
Asset Management. Limelight creates and maintains an inventory of computer systems utilized by Limelight to process Customer’s Confidential Information.
Human Resources Security. Limelight informs all of its personnel of Limelight’ security obligations under the Agreement and conducts identity verification and background checks of such personnel prior to such personnel performing any aspect of this Agreement.
Physical and Environmental Security. Limelight, or its subcontractors, maintain servers, databases, cabling, and other hardware and/or software components that process Customer’s Confidential Information in a secured area that is protected by a defined security perimeter, with appropriate security barriers and entry controls.
Encryption. Limelight, or its subcontractors, store all Customer’s Confidential Information in encrypted form using a commercially supported encryption solution. Encryption solutions will be deployed with no less than a 256-bit key for symmetric encryption and a 1024 (or larger) bit key for asymmetric encryption.
Access Control. Limelight implements the following access controls on computer systems associated with the Services: (1) user authentication uses unique identifiers (“User ID”) for each individual; (2) complex password policy enforced for each User ID requiring, at minimum, passwords of at least eight characters in length and passwords include at least three of lower case, upper case, numeric, and special characters; (3) user access rights/privileges to information resources containing Customer’s Confidential Information are granted on a need-to-know basis consistent with role-based authorization; and (4) user access to Customer’s Confidential Information is removed immediately upon user separation or role transfer eliminating valid business need for continued access.
Customer’s Obligations.
Customer shall be responsible for performing any obligations or activities as set forth on the Customer responsibilities section of the Service Order (the “Customer Responsibilities”). Customer Responsibilities shall also include, without limitation, obtaining and purchasing all equipment, Internet access services, and Third-party Product(s), modifying its network, and doing all other things necessary in order to use the Software Services. Limelight shall be under no obligation to provide the Software Services unless Customer fulfills the Customer Responsibilities. Customer’s failure to fulfill Customer Responsibilities shall not excuse Customer from its payment obligations.
Limelight shall authorize access to and assign unique passwords and usernames to Customer’s end users of the Software Services (“Customer Accounts”). Customer shall be responsible for any activity occurring through Customer’s personnel’s Customer Accounts, including unauthorized activity.
Customer shall use reasonable efforts to prevent unauthorized access to or use of the Software Services and shall promptly notify Limelight in the event that Customer knows or should have known after a reasonable inquiry, of any unauthorized access or use of the Software Services and any loss or theft or unauthorized use of any of the Customer Accounts.
Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and industry standards applicable to Customer’s use of the Software Services, and any related Limelight services.
Implementation Services.
Support Services. Customer shall be entitled to receive Support Services, including implementation services, as set forth in the applicable Service Order and SLA. Customer shall have the right to contact the Limelight’ support organization in accordance with the procedures specified in the Service Order.
Customer Delay and Changes. Limelight shall not be responsible for any delays in the performance of the Support Services or any implementation services caused by Customer, or Customer’s failure to perform the Customer Responsibilities.
Customer Platform Changes. Customer Platform Changes (as defined below) may adversely affect the configuration and operability of the Software Services. Limelight shall have no liability for changes to Customer’s ecommerce platform caused by Customer that are not conducted or authorized in writing by Limelight (“Customer Platform Changes”). Support Services required to restore or maintain operability of the Software Services due to Customer Platform Changes are not included in standard Limelight implementation or maintenance services and shall be performed at Limelight’s then-current rates or as set forth in a separate work order.
Payment Terms.
Fees.
Customer shall pay the fees as set forth on the Service Order, including any: (i) recurring fees for licensing of the Software Services, including Platform Fees and Module Fees (the “Software Services Fees”) and (ii) fees to receive Support Services, including any one-time fees such as onboarding fees (the “Support Services Fees”, and collectively with the Software Services Fees, the “Fees”). All payments to Limelight shall be in USD. The pricing and related terms applicable during any Renewal Term will be as set forth in the new Service Order.
Unless set forth on a Service Order, all Fees shall be paid up-front and on an annual basis.
Any overage fees shall be invoiced and due as set forth in the Service Order.
Customer shall ensure all payments of Fees are made in accordance with the instructions and payment methods provided by Limelight to Customer, from time to time.
Limelight reserves the right to suspend Customer’s access and/or use of the Software Services for any accounts for which any payment of fees is due and unpaid, provided, however, that Limelight provides Customer a delinquency notice of such nonpayment and at least ninety (90) have passed since the transmission of such delinquency notice without full payment of the unpaid fees by Customer. Customer also shall pay to Limelight all reasonable expenses incurred by Limelight in connection with exercising any of its rights under the Agreement or applicable law with respect to the collection of any payments due Limelight (excluding with respect to amounts reasonably disputed by Customer in good faith), including reasonable attorneys’ fees, court costs, and collection agency fees.
Term and Termination.
Term. The initial term of the Agreement shall begin on the Service Order Start Date and remain in effect until the completion of the Service Order Term Length as set forth on the Service Order (the “Initial Term”). Thereafter, the term of the Agreement shall automatically renew for twelve (12) month periods, unless otherwise set forth on the Service Order (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless one party provides written notice to the other party at least sixty (60) days in prior to the expiration of the then-current Term that it does not wish to renew the Agreement.
Termination for Cause. In the event that Customer or Limelight breaches any material provision of the Agreement and fails to cure such breach within fifteen (15) days after written notice thereof (which notice reasonably details the alleged breach), the non-breaching party may terminate the Agreement immediately by written notice to the other party. In the event that Customer or Limelight (i) becomes insolvent; (ii) files a petition in bankruptcy for Chapter 7 relief, or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (iii) has a receiver appointed with respect to all or substantially all of its assets; (iv) makes an assignment for the benefit of creditors; or, (v) ceases to do business in the ordinary course, the other party may terminate the Agreement immediately by notice in writing. All notices required by this Section 6.2 shall be in accordance with the notice requirements.
Rights upon Termination. Customer acknowledges that in the event of a termination or expiration of this Agreement for any reason (including any under Section 13.3): (i) the rights and licenses granted by Limelight to Customer will cease upon the effective date of such termination or expiration; (ii) Customer shall have the right to retrieve Customer Content for a period of thirty (30) days from the effective date of termination, provided that otherwise Limelight shall not retain and shall not be responsible for any damage to or loss of Customer Content or other data except that; (iii) Customer shall pay Limelight for all Software Services and any other related services provided to Customer up to and including the date of termination; and (iv) Customer shall not be entitled to any refund of the Fees (or portions thereof) except as set forth herein.
Taxes. Customer shall pay all taxes (including without limitation sales, use, property, excise, value added, and gross receipts) levied on the Agreement or its personnel, except taxes based on Limelight’ income.
Intellectual Property Rights.
Proprietary Rights. Customer acknowledges and agrees that Limelight retains sole and exclusive ownership of all right, title, and interest in and to: (i) any Support Services; and (ii) the Software Services, including any update, modification, improvement, enhancement, or configuration made to the Software Services, regardless of who creates, suggests, and/or contributes to, or participates in, any such modification, improvement, enhancement, or configuration. Nothing in this Agreement shall be construed, whether by implication, estoppel or otherwise, as transferring or as obligating any party to transfer ownership of any intellectual property rights to the other party; and each party reserves all rights in its own intellectual property rights other than the licenses expressly granted under this Agreement.
Customer Content. Customer acknowledges and agrees that in connection with this Agreement, Limelight may process and/or receive Customer Content. Customer shall own all title and intellectual property rights in and to the Customer Content. Notwithstanding the foregoing, when Customer, its employees, personnel, agents, or end users, upload, submit, or store Customer Content in connection with this Agreement, Customer grants Limelight a worldwide license to use, host, store, reproduce, modify, and create derivative works from the Customer Content to perform its obligations under this Agreement. Limelight is not responsible for any electronic communications and/or Customer Content which are delayed, lost, altered, intercepted, or stored during the transmission of any data by means of third-party networks (other than third parties providing computing or storage services under the Agreement on behalf of Limelight). Without limiting Customer’s rights and remedies under the Agreement, Customer acknowledges that Customer Content and information regarding Customer’s account will be processed by Limelight and stored and processed using online hosting services selected by Limelight. Customer represents and warrants that it has all necessary rights in, and obtained all necessary consents to, the Customer Content to grant Limelight the rights granted under this Section 7.2. Limelight has no responsibility for the accuracy, effectiveness, completeness, or legality of any Customer Content as provided to Limelight. Notwithstanding anything to the contrary in the Agreement, Customer authorizes and agrees that Limelight may collect Usage Data and such Usage Data shall be the property of Limelight. Limelight shall have the right to retain, use, distribute, sell, and otherwise exploit such Usage Data.
Feedback. Limelight encourages Customer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to Limelight’ services and related resources (“Feedback”). Limelight shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Software Services or any new programs, upgrades, modifications or enhancements developed by Limelight in connection with rendering the Software Services to Customer, even when refinements and improvements result from Customer’s feedback or request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Limelight by virtue of the Agreement or otherwise, Customer grants to Limelight a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of Feedback into the Software Services) without restriction.
Limelight Rights.
Limelight reserves the right to modify any of the services hereunder for any reason, without notice at any time, provided that Limelight will not modify the Software Services in a manner that is unreasonably and materially detrimental to Customer. Limelight has no legal obligation to make any services or features available in any jurisdiction, and Customer acknowledges and agrees that services and features are available only in accordance with applicable law.
Limelight shall have no responsibility for the actions or omissions of Customer’s end users, and Customer shall be solely responsible for end users use or misuse of the Software Services.
Limelight Warranties. Limelight represents, warrants, and covenants that: (a) it has the full corporate right, power and authority to enter into the Agreement; (b) the execution of the Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and (c) the Software Services will be provided in substantial compliance with applicable Documentation. In order to be entitled to any remedy based on a purported breach of the foregoing representation and warranty in (c) above, Customer must inform Limelight of the purported deficiency in the Software Services within thirty (30) days of the day on which Customer becomes aware of the condition giving rise to such claim. Limelight will have no responsibility for the quality, completeness, proper licensure, or workmanship of any item or action furnished by Customer. Limelight will have no responsibility for (i) the adequacy or performance of any software, hardware, or other materials Limelight does not provide under this Agreement, or (ii) any products or services provided by any third-party except for any third-party software, hardware, or other materials Limelight directly provides under this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9, LIMELIGHT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE AND ANY WARRANTIES OF ANY KIND WITH RESPECT TO ALL THIRD-PARTY PRODUCTS. THE MANUFACTURERS OR DISTRIBUTORS OF THE THIRD-PARTY PRODUCT(S) MAY PROVIDE WARRANTIES OF THEIR PRODUCTS THAT WILL EXTEND TO CUSTOMER, BUT IT IS CUSTOMER’S RESPONSIBILITY TO ACQUIRE AND IMPLEMENT SUCH WARRANTIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL LIMELIGHT SOFTWARE SERVICES AND ALL OTHER RELATED LIMELIGHT SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
Indemnification.
Customer will indemnify, defend and hold harmless Limelight and its officers, directors, employee and agents, from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and professional fees, arising out of or in any way connected with (i) Customer’s access to or use of the Software Services otherwise than in accordance with this Agreement, or (ii) the Customer Content as delivered to Limelight, provided that Limelight: (a) promptly notifies Customer in writing of the claim; (b) grants Customer sole control of the defense and settlement of the claim; and (c) provides Customer, at Customer’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. Notwithstanding anything to the contrary, Limelight may choose, at its sole discretion, to participate in the defense at its cost with counsel of its choosing and must approve any settlements relating to non-indemnified liabilities or admissions.
Limelight will indemnify, defend and hold harmless Customer and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and professional fees, to the extent based upon a third-party claim that the Software Services, as provided by under this Agreement and used within the scope of this Agreement, infringe or misappropriate any intellectual property right of another, and will pay all losses and reasonable attorneys’ fees attributable to such claim that are awarded against Customer, provided that Customer: (i) promptly notifies Limelight in writing of the claim; (ii) grants Limelight sole control of the defense and settlement of the claim; and (iii) provides Limelight, at Limelight’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. If use of any of the Software Services are, or in Limelight’s reasonable opinion are likely to be, the subject of a claim specified in this Section, then Limelight may, at its sole option and expense: (a) procure for Customer the right to continue using the Software Services; (b) replace or modify the Software Services so that it is non-infringing while maintaining substantially equivalent in function to the original Software Services; or (c) if options (a) and (b) above cannot be accomplished despite Limelight’s reasonable efforts, then Limelight or Customer may terminate this Agreement and Limelight will provide pro rata refund of unused/unapplied fees paid in advance for any applicable subscription term. THE PROVISIONS OF THIS SECTION 10.2 SET FORTH LIMELIGHT’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2.2 OR FROM INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 EACH PARTY’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THE AGREEMENT WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER TO LIMELIGHT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
Confidentiality.
Non-Disclosure. Each party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other party to any third-party, and further agrees not to use the Confidential Information of the other party except and only to the extent necessary to perform their respective obligations under the Agreement. Each party agrees to secure and protect the other party’s Confidential Information in a manner consistent with the maintenance of such party’s own confidential and proprietary rights in the information (and in any event reasonable measures) and to take appropriate action by instruction or agreement with its employees, consultants, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section 12.1.
Exclusions. The obligation to treat information as Confidential Information shall not apply to information which: (a) is publicly available through no action of the receiving party; (b) was rightfully in the receiving party’s possession on a non-confidential basis independent of its relationship with the disclosing party prior to the first disclosure by the disclosing party to the receiving party as evidenced by the receiving party’s then-existing written records; (c) has been or is developed by or become known to the receiving party without access to any of the disclosing party’s Confidential Information and outside the scope of any agreement with disclosing party with the receiving party having the burden of proof to demonstrate independent creation.
General.
Law, Jurisdiction, and Venue. The Agreement shall be governed and construed according to the laws of the State of Delaware, exclusive of conflict or choice of law rules. The parties agree that the exclusive jurisdiction or any lawsuit related to or arising under the Agreement shall be in the state and federal courts of Los Angeles County, California provided that the foregoing submission to jurisdiction and venue shall in no way limit the obligation to arbitrate disputes set forth below.
Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, as set forth in Section 13.1 above.
Assignment. Customer may not assign any of its rights or delegate any of its duties under the Agreement without the prior written consent of Limelight. Limelight may assign this Agreement in the context of any merger, acquisition, or sale of all, or substantially all, of its assets without the prior written consent of Customer. Any unauthorized assignment or delegation will be null and void.
Notices. Any notice provided by a party to the other party hereunder shall be in writing. All notices shall be given by delivery to the parties at their physical or email addresses set forth on the Key Agreement unless a party notifies the other party in writing of a change to the contact person and/or the contact person’s contact information. Notwithstanding the foregoing, email notices are only effective twenty-four (24) hours after having been sent and email notices to Limelight must copy legal@limelightintel.com.
Independent parties. The Agreement is by and between independent parties. Nothing in the Agreement shall be construed or interpreted to give rise to an agency, partnership, franchise, employment, or joint venture.
Force Majeure. Neither party shall be liable in damages or have the right to terminate the Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, weather and other Acts of God, government restrictions, acts of terrorism, widespread Internet outage(s), wars, insurrections and/or any other cause beyond the control of the party whose performance is affected.
Survival; Severability; Waiver. Any provisions that are intended by the parties, or by their nature should, survive expiration or termination of the Agreement shall so survive. If one or more of the provisions contained in the Agreement are found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. In this event, the parties may replace the unenforceable provision with a mutually agreeable enforceable provision that preserves the original intent and position of the parties. No term or provision of the Agreement shall be deemed waived, and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of or failure to enforce, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach or default.
Integration and Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements with respect to such subject matter, whether express or implied, written or oral. The Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. The Agreement shall not be construed against any party by reason of its preparation of this Agreement. The Agreement may not be modified except by written agreement signed by duly authorized representatives of both parties.