DIGILINK CLOUD
SAAS TERMS AND CONDITIONS

  1. DEFINITIONS.

    Capitalized terms used herein have the meaning ascribed below, or where such terms are first used, as applicable.

    1. “Account” means the Services account created by Customer in connection with the agreement to the Quotation and the terms and conditions of this Agreement.
    2. “Affiliate” means an entity that, directly or indirectly, owns, is owned by or is under common ownership with a Party. As used herein, “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of such entity.
    3. “Application” means a downloadable or pre-installed application for interfacing with the SaaS Service and the Products.
    4. “Authorized User” means any individual who is registered in the SaaS Service as an administrative user to configure and use the SaaS Service in conjunction with the Products.
    5. “Confidential Information” means any and all information (whether in written, oral, electronic or other form) (a) designated by either Party as confidential or proprietary, or (b) is of such a nature that a reasonable person would believe it to be confidential or proprietary. Each Party’s Confidential Information includes all information or data concerning or related to their products, processes, or business operations (including sales, costs, profits, pricing methods, organization, and employee, consultant and customer lists). Digilock’s Confidential Information also includes, with respect to the Services provided under this Agreement, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans, and log-in credentials and passwords. Customer’s Confidential Information includes Customer Content and Customer Personal Data subject to the Data Processing Addendum.
    6. “Customer” means the customer identified in the Quotation.
    7. “Customer Content” means the data and content entered by Customer into the SaaS Service, including Authorized User and End User information.
    8. “Digilock” means Security People, Inc. dba Digilock, a Texas corporation, and its Affiliates.
    9. “Documentation” means the documentation published by Digilock in connection with the Services.
    10. “End User” means an individual authorized to use the Products but who does not have administrative rights to the SaaS Service.
    11. “Product” means a Digilock electronically controlled locking device and related accessories.
    12. “SaaS Service” means Digilock’s software-as-a-service offering for accessing and controlling the Products, which may be made available under the service mark “DigiLink.”
    13. “Services” means any of the SaaS Service, Application and Support Services as set forth in the Software Quote, as well as related Documentation.
    14. “Software Quote” means the quotation issued by Digilock that specifies the Services.
    15. “Subscription Term” means the period of time specified in a Software Quote for which the Services will be provided hereunder. If no Subscription Term is specified, the Subscription Term shall be one year commencing with the date the SaaS Service becomes available to the Customer. A license or warranty set forth in this Agreement for a Subscription Term applies only to the Services in the applicable Software Quote.
    16. “Support Services” means support services for the SaaS Service, as more fully described in the Standard Support Services Statement, which can be found at: https://www.digilock.com/support/supportstatement.pdf
  2. DIGILOCK RESPONSIBILITIES.
    1. Services. Subject to this Agreement, Digilock will use commercially reasonable efforts to make the SaaS Service available to Customer on the Subscription Start Date in accordance with the Software Quote. Digilock will provide to Customer the necessary passwords, security protocols and policies, and network links or connections and access protocols to allow Customer to create an Account. Subject to this Agreement, Digilock hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicenseable license during the Subscription Term for Customer, via its Authorized Users, to install and use the Application solely in conjunction with the Products and SaaS Service. Except as explicitly granted herein, Digilock reserves all rights in and to the Services. Subject to the rights granted in this Agreement, Digilock owns and retains all right, title and interest in and to the Services and Digilock Confidential Information. No implied rights or licenses are granted to Customer hereunder.
    2. Security. Digilock will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Content.
    3. Data Retention. During the term of this Agreement, Digilock will retain End User Customer Content for a minimum of one year, after which it may archive or delete such data pursuant to its policies then in place.
  3. CUSTOMER RESPONSIBILITIES.
    1. Customer Account. Customer will maintain the security of the login credentials for its Account. Customer is responsible for all activities that occur under its Account, whether or not by Authorized Users. Customer will promptly notify Digilock of any unauthorized use of its Account, use of an Account in violation of this Agreement or any other breaches of security related to its Account. Customer is responsible for all telecommunications, internet, computers, controllers, and other equipment and services necessary to connect to and use the Services.
    2. Data Processing Addendum. The Parties agree to and will comply with the Data Processing Addendum, which can be found at https://www.digilock.com/data-processing-addendum.pdf.
    3. Customer Obligations. Customer will use the SaaS Service in compliance with all applicable laws, rules and regulations. Customer will not:
      1. execute or attempt to execute any computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents or programs in the Services;
      2. use the Services to store or distribute any information, material or data that is unlawful, harassing, threatening, infringing, libelous, obscene, or which violates the privacy or intellectual property rights of any third party;
      3. access or use the Services for purposes of benchmarking or for other competitive purposes, including, without limitation, for the purpose of designing or developing any competitive products or services;
      4. except as expressly permitted herein, make access to the SaaS Service available to any third party;
      5. sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon, the Services;
      6. interfere with or disrupt the integrity, security or performance of the Services;
      7. attempt to gain unauthorized access to the Services or any associated lock, system or network;
      8. modify, make derivative works of, disassemble, decompile or reverse engineer the Services or any component thereof;
      9. use the Services or the Products in activities where their use or failure could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control;
      10. make any warranty or representation regarding the Services, on behalf of Digilock or otherwise; or
      11. use the Services to Process (as defined in the Data Processing Addendum) any Protected Information. For purposes of this Agreement, “Protected Information” means (1) any patient medical or other health information protected by the Health Insurance Portability and Accountability Act or similar U.S. or foreign laws and regulations, (2) Cardholder Data, as that term is defined in the PCI standards or other financial information or account numbers, (3) information subject to regulation or protection by the Gramm-Leach-Bliley Act (or related rules or regulations), (4) any special categories of personal data (as defined under applicable data protection and privacy laws, rules or regulations), including without limitation those enumerated in European Union Regulation 2016/679, Article 9(1), or (5) social security numbers, driver’s license numbers or other government ID numbers.
  4. PAYMENTS.
    1. Payments. Customer will pay all amounts as set forth on the Software Quote and pursuant to any subsequent invoices issued by Digilock within 30 days of the issuance date of such invoices. Any invoices not paid by the Customer within 45 days after the issuance and not subject to a Payment Dispute may be subject to a late fee of up to 1.5%, but not to exceed the maximum rate allowed by applicable law.
    2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its orders, whether domestic or foreign (“Taxes”), other than Digilock income tax. Fees and expenses are exclusive of Taxes.
    3. Payment Disputes. If Customer disputes an invoice in good faith (“Payment Dispute”), it will notify Digilock prior to payment being due and the Parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either Party may pursue any available remedies.
  5. CONFIDENTIAL INFORMATION.
    1. Confidentiality Obligations. The Parties will not disclose at any time any Confidential Information of the other Party to any third party, and they will not use such Confidential Information other than as necessary to perform its obligations under this Agreement. Neither Party will disclose any Confidential Information of the other Party to third parties other than to Affiliates or as necessary to perform its obligations under this Agreement without the other Party’s prior written consent, provided that each Party will be allowed to disclose Confidential Information of the other Party to the extent that such disclosure is approved in writing by such other Party, as necessary to enforce its rights under this Agreement, or to accountants, attorneys, independent contractors and Affiliates pursuant to terms and conditions of a confidentiality agreement no less protective of the Parties as those set forth herein.
    2. Exceptions. The obligations of confidentiality set forth in this Section 5 will not apply to information which: (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a Party’s breach of this Agreement; (ii) prior to disclosure hereunder was already in the receiving Party’s possession; (iii) subsequent to disclosure hereunder is obtained by the receiving Party from a third party who has the right to disclose such information; or (iv) was developed by the receiving Party without reference to or any use of any of the Confidential Information of the disclosing Party.
    3. Required Disclosures. Notwithstanding anything to the contrary herein, each Party may disclose the other Party’s Confidential Information in order to comply with applicable law or an order from a court or other governmental body of competent jurisdiction, only if such Party: (i) unless prohibited by law, gives the other Party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other Party written notice of such disclosure promptly after complying with that order; and (ii) fully cooperates with the other Party, at the other Party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each Party will not release any more of the other Party’s Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.
    4. Feedback. Customer, Customer’s Affiliates, and their respective Authorized Users, may volunteer feedback to Digilock or its Affiliates about the Products or Services (“Feedback”). Digilock and its Affiliates will be entitled to use such Feedback, for any purpose and without any duty to compensate or provide attribution to Customer or its Affiliates, so long as the Feedback does not identify Customer, any Affiliate, or any Authorized User.
    5. Equitable Relief. A breach or threatened breach by either Party of this Section 5 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore the non-breaching Party will be entitled to seek injunctive relief without being required to post a bond.
  6. WARRANTIES; DISCLAIMER; OWNERSHIP.
    1. Mutual Warranty. Both Parties warrant that they will use industry standard measures to avoid the introduction of viruses and malware into the SaaS Services and Application.
    2. Additional Digilock Warranty. Digilock warrants that during the Subscription Term, that the SaaS Service will operate substantially in accordance with its Documentation. Digilock’s sole obligation, and Customer’s exclusive remedy for a breach of this Additional Warranty will be for Digilock to correct any failure in accordance with the Standard Support Services Statement. The Additional Warranty does not apply if the SaaS Service, or any portion thereof: (a) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and the Documentation; or (b) is used on equipment, products, or systems not meeting specifications identified by Digilock in the Documentation. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Digilock during the applicable Subscription Term, and do not apply to any bug, defect or error caused by or attributable to software or hardware not supplied by Digilock.
    3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 6.1 AND 6.2 ABOVE, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND DIGILOCK MAKES NO WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 6.1 AND 6.2 ABOVE, DIGILOCK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN ANY INHERENTLY DANGEROUS ACTIVITY, INCLUDING WITHOUT LIMITATION THE OPERATION, PLANNING, CONSTRUCTION, MAINTENANCE, OR OPERATION OF NUCLEAR FACILITIES, OR FOR THE FLIGHT, NAVIGATION OR COMMUNICATION OF AIRCRAFT OR GROUND SUPPORT EQUIPMENT, FOR MILITARY USE, OR FOR USE IN MEDICAL OR LIFE SUPPORT SYSTEMS.
  7. INDEMNITY.
    1. Digilock Indemnity. Digilock will indemnify and defend Customer and its respective officers, directors, employees, and agents from and against any and all third-party claims, demands, causes of action, suits, or proceedings (collectively, “Third Party Claims”) and all associated damages, costs, and expenses, including reasonable attorneys’ and experts’ fees (collectively, “Expenses”) arising out of allegations that Customer’s use of the Services in accordance with this Agreement infringe a patent, trademark, or copyright or misappropriate a trade secret of that third party.
    2. Digilock Excluded Claims. Digilock will have no obligation to indemnify or defend to the extent any claim or resulting award is based upon or results from: (i) the failure of Customer or Affiliate to use, within thirty (30) days of their receipt of notice from Digilock regarding the availability of such update, an update that addresses the infringement, or an update that would have avoided the infringement claim; (ii) a modification of any Services that is not performed by or on behalf of Digilock where there would be no infringement claim but for such modification; (iii) the combination, operation, or use of any Services with any other products, services or equipment not provided by Digilock, where there would be no infringement claim but for such combination; or (iv) use of any Services in breach of the terms and conditions of this Agreement where without such breach, there would be no infringement claim (each of the foregoing, an “Excluded Claim”). THE FOREGOING PROVISIONS OF THESE SECTIONS 7.1 AND 7.2 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF DIGILOCK, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY INFRINGEMENT CLAIM.
    3. Customer Indemnity. Customer will indemnify and defend Digilock, its Affiliates, and its and their respective officers, directors, employees, and agents from and against any and all Third Party Claims and Expenses arising out of: (i) Excluded Claims; and (ii) any breach or alleged breach of Section 3.3.
    4. Indemnification Procedures. The Party seeking indemnification (“Indemnified Party”) will promptly notify the Party providing indemnification (“Indemnifying Party”) of any Third Party Claims for which indemnification is sought (provided that Indemnifying Party will not be relieved of any indemnity obligation for failure or delay in providing such notice except to the extent it is materially prejudiced by such failure or delay). The Indemnifying Party will have the right to defend or settle the applicable Third Party Claim through counsel of the Indemnifying Party’s choice reasonably acceptable to the Indemnified Party, provided that the Indemnified Party will have the right to participate in such defense or settlement of any such Third Party Claim using counsel of the Indemnified Party’s choice and at the Indemnified Party’s own expense. The Indemnified Party will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s request and reasonable expense, in the defense and settlement of such Third Party Claims. The Indemnifying Party will not enter into any settlement or compromise that involves any admission of liability or action to be taken by, any limitation on the business of, or any unindemnified payment by, the Indemnified Party without the Indemnified Party’s prior written consent.
  8. LIMITATIONS OF LIABILITY.
    1. Consequential Damages Waiver. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF INFORMED OF THEIR POSSBILITY IN ADVANCE.
    2. Liability Cap. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO DIGILOCK UNDER THIS AGREEMENT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (“LIABILITY CAP”).
    3. Enhanced Cap. EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR BREACH OF THE DATA PROCESSING ADDENDUM, AND DIGILOCK’S LIABILITY TO CUSTOMER FOR BREACH OF SECTION 2.2, SHALL BE THREE TIMES THE LIABILITY CAP.
    4. Uncapped Claims. THE LIABILITY CAP SHALL NOT APPLY TO LIABILITY ARISING UNDER SECTION 5 (except for breaches related to Customer Content), SECTION 7, CUSTOMER’S VIOLATION OF SECTION 3.3, AND EITHER PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
    5. Nature of Claims. THE WAIVERS AND LIMITATIONS IN THIS SECTION 8 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE ALLOCATIONS OF LIABILITY IN THIS SECTION 8 REPRESENTS THE AGREED UPON AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF DIGILOCK FOR THE SERVICES REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
  9. TERM AND TERMINATION.
    1. Term. This Agreement will commence on the Subscription Start Date and, unless earlier terminated in accordance with Section 9.2 below, continue in force and effect until the later of expiration or termination of the last Subscription Term. Thereafter, each Subscription Term shall automatically renew for additional one month periods (or for such longer period as may be set forth on the Software Quote), unless canceled by either Party more than 30 days prior to expiration of the last Subscription Term.
    2. Termination. Digilock may terminate this Agreement if: (a) Customer fails to pay any amount due hereunder within 14 days after notice; (b) Customer otherwise materially breaches this Agreement and fails to cure such breach within 30 days after Digilock has provided notice; (c) Customer becomes insolvent or becomes the subject of any proceeding under the U.S. Bankruptcy Code; (d) Customer violates any federal, state, or local law, rule or regulation in its use of the Products or Services. Customer may terminate this Agreement in the event of a material breach by Digilock not cured by Digilock within 30 days following written notice to Digilock stating the material breach. A termination by either Party pursuant to this Section 9.2 shall automatically terminate all then-existing Subscription Terms.
    3. Effect of Termination; Survival. Upon the expiration or termination this Agreement, (i) Customer will have no further rights to any Services and Digilock may discontinue all access to the Services; and (ii) any payment obligations accrued under this Agreement, as well as the provisions of Sections 1 (Definitions), 3.1 (Customer Account), 3.2 (Data Processing Addendum), 3.3 (Customer Obligations), 4.1 (Payments), 5 (Confidential Information), 6.3 (Disclaimer), 7 (Indemnity), 8 (Limitation of Liability), 9.3 (Effect of Termination), and 11 (Miscellaneous) of this Agreement will survive such expiration or termination. Further, upon expiration or termination, upon request, each Party will use commercially reasonable efforts to promptly return or destroy the Confidential Information of the other Party in its (including its Affiliates and contractors) possession and control.
  10. FREE TRIAL PERIOD.
    1. Services. Digilock may make the Services available to the Customer on a trial basis free of charge (“Trial Period”) until the earlier of (a) the end of the Trial Period to which the Parties have agreed, (b) the start date of the Services under a Software Quote, or (c) termination by Digilock for any reason.
    2. Loss of Data Upon Termination. Any data customer enters into the Services, during Trial Period will be permanently lost upon termination unless Customer purchases a subscription to the Services as those covered by the trial, or exports such data, before the end of the Trial Period.
    3. Disclaimer during Trial Period. Notwithstanding the “Warranties, Disclaimers, and Ownership” and “Indemnity” sections above, during the Trial Period, the Services are provided “as-is” without any warranty, and Digilock shall have no indemnification obligations nor liability of any type with respect to the services for the Trial Period unless such exclusion of liability is not enforceable under applicable law, in which case Digilock’s liability with respect to the Services provided during the Trial Period shall not exceed $1,000.00. Without limiting the foregoing, Digilock and its Affiliates do not represent or warrant to Customer that: (a) Customer’s use of the Services during Trial Period will meet Customer’s requirements, (b) Customer’s use of the Services during the Trial Period will be uninterrupted, timely, secure or free from error, and (c) usage data provided during the Trial Period will be accurate. Notwithstanding anything to the contrary in the “Limitation of Liability” section above, Customer shall be fully liable under this agreement to Digilock and its Affiliates for any damages arising out of Customer’s use of the Services during the Trial Period, any breach by Customer of this Agreement, and any of Customer’s indemnification obligations hereunder.
    4. Products. Pursuant to the Trial Period, Digilock may loan to Customer certain standard, off-the-shelf Products. Customer shall be limited to no more than 48 locking devices under this Agreement. Customer agrees to (a) use the Products only for evaluation purposes; (b) to assume all liability for any damages to the Products; (c) to maintain the Products only at the Shipping Address identified on the Software Quote; (d) not to alter, modify, disassemble, or reverse engineer the Products; (e) not allow any third party to use, access, or control the Products without prior written consent of Digilock and (f) upon termination of the Agreement, either return or pay for the Products. Title and all proprietary rights to the Products will remain solely in Digilock unless and until Customer has purchased the Products. Customer shall not grant a security interest or otherwise encumber the Product.
    5. Shipping and Return. Subject to availability, Digilock shall deliver the Products to the Customer's location listed above. Customer will be responsible for the costs of shipping and insurance for the delivery of the Product and the return of the Product at the end of the Trial Period. Digilock shall use its own discretion in choice of carrier and method of packing. Shipping prices are stated based on Digilock’s standard packaging, which shall be acceptable to commercial carrier. Upon termination of this Agreement, Customer shall return to Digilock at Customer’s expense and risk of loss the Products in the same condition as at the time of delivery. Customer must ship back the Products within seven days after the Trial Period is terminated. Shipping must be administered via carrier with tracking ability and Products must be insured at quoted price. Customer will provide tracking number to product.management@digilock.com. If the Products are not received, Customer shall be invoiced and agrees to pay standard prices for the Products
  11. MISCELLANEOUS.
    1. Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, provided that no such consent will be required to assign this Agreement in its entirety to (i) an Affiliate that is able to satisfy the obligations of the assigning Party under this Agreement, or (ii) a successor in interest (that agrees to satisfy the obligations of the assigning Party under this Agreement) in connection with a reorganization, reincorporation, change of control, merger, acquisition or sale of all or substantially all of the assigning Party’s assets or equity. Any assignment in violation of this Section 11.1 will be null and void and of no force or effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the Parties and their respective permitted successors and assigns.
    2. Anti-Corruption. Each Party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws. Each Party agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political Party, official of a political Party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person.
    3. Publicity. Digilock shall be entitled to identify Customer as a customer of the Products and Services on its website, in social media, and in other promotional materials. Customer may opt out by sending notice of non-consent to legal@digilock.com.
    4. No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing in this Agreement, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
    5. Export Control. Each Party is now and shall remain in the future compliant with all applicable export control laws and regulations, and will not export, re-export, otherwise transfer any Digilock Products, Services or technology, or disclose any Digilock technology to any person contrary to such laws or regulations. Each Party represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country.
    6. Controlling Law. This Agreement will be governed by, and construed and enforced in accordance with, the Laws of the State of Texas and the United States, as applied to contracts entered into in Texas and performed entirely within Texas, without giving effect to any conflicts of laws principles that would require the application of the Laws of a different jurisdiction. The Parties hereby disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.
    7. Dispute Resolution. The parties shall attempt to resolve any disputes though good faith negotiations. If the Parties are unable to resolve their disputes within sixty (60) days after a notice of disputed is first received, any claims or legal actions by one party against the other arising under this Agreement shall be resolved by arbitration administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect when the claim is filed. Any arbitration shall take place in Harris County, Texas and shall be heard and decided by a single arbitrator. Any party may seek provisional injunctive relief in aid of arbitration from a court of appropriate jurisdiction.
    8. Waiver. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.
    9. Notices. All notices and demands required hereunder will be in writing and emailed to the Account Contact email address identified on the Software Quote, if to the Customer, or to legal@digilock.com if to Digilock. All notices will be considered received when sent by the respective Parties.
    10. Usage Data. The Services may provide usage data to Digilock which may include statistical and other information about Customer’s configuration and use of the Products, such as type and version, performance and feature usage. Digilock may use such data for security, support, product and operations management, research and development, and otherwise in connection with its business.
    11. Independent Contractors. In making and performing this Agreement, Customer and Digilock act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, joint venture, partnership or employer and employee relationship between them. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of the other Party.
    12. Severability Clause. To the extent any provision herein is deemed illegal or unenforceable, only that provision will be unenforceable and the rest of this Agreement will remain enforceable.
    13. Entire Agreement; Amendment. This Agreement, together with its attachments, exhibits and the Quotation, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes and governs, all prior proposals, agreements, or other communications between the Parties, oral or written, or otherwise, regarding such subject matter. This Agreement will not be modified except by a written amendment which is signed on behalf of Digilock and Customer by their duly authorized representatives.