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This PLATFORM LICENSE AGREEMENT (hereinafter referred to as “Agreement”) is Exhibit D to the MSA between Helios (hereinafter also referred to as “us”, “we” or “our”) and Client (“hereinafter also referred to as “you” or “your”) and shall form an integral part thereof. This Agreement sets forth the terms and conditions under which Helios grants to Client, and Client acquires access to and user right for, the material, information, content, documents, functionalities, features or other works of authorship (such as software programs and codes, reports, country insights and analytics, and similar works) (collectively, “Materials”) offered by Helios on and/or through its platform, website(s) or forums (collectively, “Platform”). For the purposes of this Agreement, the term “Platform” shall include the insights and analytics module and all the Materials contained therein.
BY ENTERING INTO THE MSA, YOU AGREE THAT YOU HAVE READ AND HEREBY AGREE TO THE FOLLOWING TERMS AND CONDITIONS FOR THE USE OF THE PLATFORM BELOW, AND ARE ACCESSING THIS INFORMATION AND MATERIALS ONLY FOR THE PERMITTED PURPOSES AS DESCRIBED HEREIN, AND WILL NOT USE THE INFORMATION FOR ANY OTHER PURPOSE, INCLUDING AN ANTI-COMPETITIVE ONE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM. YOU FURTHER AGREE THAT WE MAY COMMUNICATE WITH YOU BY ELECTRONIC MAIL, TEXT MESSAGING, IN-APP MESSAGING, PUSH NOTIFICATION, VIDEO CONFERENCING, TELEPHONE CALL OR OTHER COMMUNICATION SERVICE SUBJECT TO YOUR RIGHT TO OPT OUT OF COMMERCIAL MARKETING MESSAGES, IF APPLICABLE.
We may change the terms of this Agreement from time to time by posting a notice on our website or through our Platform and/or applications. In addition, Helios has the right to change the features or functionality of the Platform, all without any liability to Client. Your continued use of the Platform and/or Helios products and services that are provided to you through the Platform shall constitute your consent to any changes made to this Agreement.
Helios hereby grants to Client, for the Term (as defined below) of this Agreement, a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use (and allow its Authorized Users, as defined below, to access and/or use) the Platform for Client’s own internal use. This means Client may download copies of posted Materials for internal, noncommercial use only, so long as Client neither changes nor deletes any author attribution, trademark, legend or copyright notice contained thereon. When Client downloads copyrighted Material, Client does not obtain any ownership rights to that Material.
Helios, or its licensor(s), retain all rights, title and interest in and to the Platform, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, whether known or unknown, express or implied, including any derivatives or improvements thereof, and all other rights not expressly granted to Client hereunder. Nothing in this Agreement constitutes a waiver of any of Helios’ and/or its licensors’ rights under the intellectual property laws of the United States or any other jurisdiction or under any other federal, state, or foreign laws.
Except as expressly permitted under this Agreement, Client may not make the Platform available in any form to any person or entity without the prior written consent of Helios. In connection with Client’s use of and/or access to the Platform, Client will not violate any applicable law, Agreement, intellectual property right or other third-party right or commit a tort, and Client is solely responsible for its conduct while using the Platform. This includes, but is not limited to, Client’s agreement not to: (a) engage in any harassing, threatening, intimidating, predatory or stalking conduct; (b) use or attempt to use another user’s account or information, share Client’s log-in information, or otherwise allow any other person or entity to use its account, without authorization from that user and Helios; (c) impersonate or post on behalf of any person or entity it is not authorized to represent, or otherwise misrepresent its affiliation with a person or entity; (d) sell, resell or commercially use the Platform except where expressly permitted; (e) copy, reproduce, distribute, publicly perform or publicly display all or portions of the Platform, except as expressly permitted by Helios and/or its licensors; (f) modify the Platform, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Platform; (g) use the Platform other than for its intended purpose; (h) use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Platform or that could damage, disable, overburden or impair the functioning of the Platform in any manner; (i) use the Platform in any manner that, in Helios’ sole determination, circumvents the ordinary use or operation of the Platform (including any products and services that may be offered through such Platform), disrupts Helios’ pricing structure or ability to provide products, services or support to its customers, or directly competes with any Helios product or offering; (j) reverse engineer any aspect of the Platform or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Platform; or (k) use the Platform for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.
Client shall comply with all applicable laws, rules and regulations in connection with its access and use of the Platform. Client shall be solely responsible for meeting all technical and other requirements, including but not limited to a secure internet connection, equipment, hardware and software, necessary for the use of the Platform.
5.1. Client may be able to upload, post, or transmit information to or via the Platform, including, but not limited to, feedback or suggestions (“Submissions”). Client hereby represents and warrants to Helios that it has the necessary rights and permissions, as applicable, to provide Submissions and that any Submissions will adhere to this Agreement. Any Submission will be treated as not confidential or proprietary. Upon transmission of a Submission, Client grants Helios a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Submissions or any part thereof, subject to applicable laws and regulations, and this Agreement.
5.2. Client’s Submissions, including comments or other posts regarding content on the Platform must not: (a) violate any copyright, trademark rights, patent rights, rights in know-how, privacy or publicity rights, trade secret rights, confidentiality rights, Agreement rights, or other rights of any individual or legal entity; (b) be harmful, hateful, threatening, abusive, harassing, defamatory, or libelous, sexually explicit, vulgar, lewd, or obscene, or is racially, ethnically, or otherwise objectionable or offense, inappropriate, or inflammatory; (c) be false, deceptive, or misleading; (d) contain information that could be used for identity theft purposes, such as social security numbers, credit card, bank account, or other financial information, driver’s license numbers, security codes, passwords, or other authentication methods; or (e) link to materials or other content, directly or indirectly, to which Client does not have a right to link or that violates these restrictions. By making Submissions or otherwise posting content on the Platform, Client hereby represents and warrants that the Submission or posting does not violate this Agreement or applicable laws.
Under no circumstances shall Helios be liable in any way for any content or data posted on or made available through the Platform (“Content”). Helios does not control, has no obligation to monitor, and is not responsible for what Client and/or Authorized Users post, and is not responsible for any offensive, inappropriate, obscene, unlawful, infringing, or otherwise objectionable or illegal Content on the Platform. With respect to any data or information that Helios provides to Client in connection with Client’s use of the Platform, (i) Helios is not responsible or liable if any such data or information is inaccurate or incomplete in any respect; (ii) Helios is not responsible or liable for any actions that Client takes or does not take based on such data or information; (iii) Client will use such data or information solely for the purposes set forth in this Agreement; (iv) such data or information is proprietary to Helios or its licensors, and Client will not retransmit, display or otherwise disclose such data or information to third parties except as required by applicable law or regulation; and (v) Client will use such data or information solely in compliance with applicable laws, rules and regulations.
7.1 Subscription
The subscription available to Client for the access to and use of the Platform is as outlined on the Platform or in a SOW.
7.2 Fees
In consideration of Helios’ provision of access to and use of the Platform to the Client, Client agrees to pay Helios the Fees specified on the Platform and or in a SOW. The Fees shall be subject to change or increase as set forth on the Platform. Helios only accepts the payment methods as indicated on the Platform or in a SOW. Subscriptions are subject to prior validation of Client’s selected payment method, full payment of the corresponding fees and acceptance of Client by Helios.
7.3. Miscellaneous Fees and Terms
Other than as set forth herein, Helios may specify additional types of fees and charges (such as one-time, recurring, usage, or fixed price). Use of the Materials and/or Platform for which the Client pays must be made within the applicable subscription period and is not subject to refund or credit.
7.4. Taxes
The Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, excise, use or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with this Agreement, the Platform, expressly excluding taxes on Helios’ net income. If Helios has an obligation to pay or collect Taxes for which Client is responsible under this Section, the appropriate amount shall be invoiced to and timely paid by Client. If Client is required by applicable law to deduct any taxes or to make a withholding from any amount payable under this Agreement then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by Client to Helios shall be increased so that, after any such deduction or withholding for taxes, Helios receives an amount equal to the sum it would have received had no such deduction or withholding been made, and Client shall make timely payment of the amount withheld (before penalties attach thereto or interest accrues thereon) to the relevant taxing authority.
Client may access the Platform only through use of one or more passwords, security devices or other access methods as provided by Helios (collectively, “Access Methods”). A subscription permits the access to and/or use of the Platform by a limited number of Client’s users as indicated in the different subscription options on the Platform or in a SOW, and only by specific users as selected and identified in the order process (”Authorized Users”). For the purposes of this Agreement, any references to “Client”, “you” or “your” shall include your Authorized Users. Client is solely responsible for ensuring that Client’s Access Methods are known to and used by only its Authorized Users. Client is responsible for all access and/or use of the Platform by Authorized Users and their compliance with this Agreement. Each Authorized User is subject to the terms and conditions of this Agreement prior to their use and access to the Platform. Client acknowledges that, in Helios’ discretion, Helios may deny access to the Platform to any user of Client’s Access Methods. Client will be (i) solely responsible for all acts or omissions of any person using the Platform through Client’s Access Methods and (ii) without limitation of the foregoing or any other provision of this Agreement, bound by the terms of any and all transactions executed and/or orders placed via the Platform using Client’s Access Methods. All transmissions generated by use of Client’s Access Methods will be deemed to be authorized by Client and made by an Authorized User whether or not Helios acknowledges receipt of such transmission. If any of Client’s Access Methods have been lost, stolen or compromised, Client will promptly notify Helios. Upon receipt of this notice, such Access Methods will be cancelled or suspended as soon as is reasonably practicable, but Client is responsible for any actions taken through the use of such Access Methods prior to such cancellation. For the avoidance of any doubt, Covered Personnel, Covered Employees and Independent Contractors are Authorized Users.
9.1. Term
This Agreement will continue in effect until the expiration and/or termination of the applicable subscription term, subject to the right of either Party to suspend, cancel or terminate this Agreement as provided herein or in the MSA (the “Term”). Unless stated otherwise herein, such termination will, however, not affect the applicability of the terms of this Agreement to any existing subscription that has not yet expired and this Agreement will remain in effect until the expiration of the said subscription.
9.2. Suspensions and Cancellations
Helios may cancel or suspend Client and/or its Authorized User’s access and/or use to the Platform, any rights and licenses granted, or a subscription, in whole or in part, at any time and for any reason. Helios will decide on a case-to-case basis, in good faith, at its sole discretion, if Client is entitled to a refund, in whole or in part, in cases of any total or substantial cancellation or suspension for reasons not attributable to Client.
9.3. Effect of Termination
Upon any termination of this Agreement, (i) all licenses herein allowing Client and its Authorized Users to access and use the Platform shall terminate automatically, unless as otherwise agreed to the Parties in writing; (ii) Client shall immediately cease accessing or otherwise utilizing the such Platform; (iii) Helios shall be entitled to disable all applicable Access Methods used by Client and its Authorized Users with respect to the Platform; (iv) the Client shall be fully responsible for the return or destruction of all applicable Confidential Information (as hereinafter defined) disclosed to it, including deletion of such Confidential Information from its servers; and (v) Helios can delete applicable Client Content then on its servers. Notwithstanding the foregoing, the Parties acknowledge that a copy of any deleted Confidential Information or Client Content may persist in backup copies for a reasonable period of time, or as an electronic "footprint" on an ongoing basis, but in either situation will not be generally available to the Client, including those who previously had valid access to such Confidential Information or Content. Within thirty (30) days after the effective date any termination or expiration of this Agreement, Client will, either download and/or remove from the Platform any Client Content. After such thirty (30) day period, Helios shall have no obligation to maintain or provide any Client Content to Client.
10.1. The Platform, and all data, information and other materials contained in or relating to the Platform, shall be considered Confidential Information.
Helios may provide information about or links to third-party products, services, activities or events, or Helios may allow third parties to make their content and information available on or through the Platform (collectively, “Third-Party Content”). Helios may provide Third-Party Content as a service to those interested in such content. Client’s dealings or correspondence with third parties and its use of or interaction with any Third-Party Content are solely between Client and the third party. Helios does not control or endorse any Third-Party Content, and makes no representations or warranties regarding, any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Content. Client’s access to and use of such Third-Party Content is at Client’s own risk and may be subject to additional terms, conditions, guidelines, policies, or rule (including terms of service or privacy policies of the providers of such Third-Party Content). Under no circumstances will Helios be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to Client (including its Authorized Users) in connection with its and/or its Authorized User’s use of, or reliance on, any Third-Party Content.
EXCEPT AS OTHERWISE PROVIDED IN WRITING BY HELIOS AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND ANY MATERIALS THEREIN IS LICENSED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. HELIOS SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE PLATFORM, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES THAT THE PLATFORM IS FREE OF DEFECTS, MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. HELIOS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM AND/OR THE MATERIALS CONTAINED THEREIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR ERROR-FREE OR THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED. CLIENT’S USE OF AND/OR ACCESS TO THE PLATFORM IS AT ITS SOLE RISK. CLIENT ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM AND THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO ITS SYSTEM. HELIOS DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY CONTENT OFFERED ON THE PLATFORM. HELIOS IS NOT A PARTY TO, AND DO NOT MONITOR, ANY TRANSACTION BETWEEN CLIENT AND THIRD-PARTY PROVIDERS OF THIRD-PARTY CONTENT. CLIENT IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS CLIENT BELIEVES NECESSARY OR ADVISABLE TO PROTECT ITSELF AGAINST ANY CLAIM, DAMAGE, LOSS, OR HAZARD THAT MAY ARISE BY VIRTUE OF CLIENT’S ACCESS TO AND/OR USE OF THE PLATFORM.
IN NO EVENT WILL HELIOS BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR (i) LOST PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF DATA OR ANY OTHER SUCH DAMAGES, OR (ii) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, THAT RESULT FROM, ARE IN CONNECTION WITH AND/OR ARE RELATED TO THE USE OF AND/OR ACCESS TO, OR THE INABILITY TO USE AND/OR ACCESS, THE PLATFORM, OR ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLAIMS FOR ACTUAL DAMAGES FOR BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY CAUSED BY HELIOS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, HELIOS’ (INCLUDING ITS REPRESENTATIVES) LIABILITY FOR ANY CLAIM RELATING IN ANY MANNER TO THE PLATFORM OR THIS AGREEMENT, REGARDLESS OF THE TYPE OR NATURE OF THE ACTION, SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE FEES PAID BY CLIENT FOR THE USE OF THE PLATFORM; PROVIDED, HOWEVER, IF THE FEES ARE RECURRING, THEN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS’ FEES OR LESS, IF APPLICABLE. NO ACTION, REGARDLESS OF FORM, RELATING IN ANY MANNER TO THE PLATFORM OR THIS AGREEMENT, MAY BE BROUGHT BY CLIENT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY OF THE HELIOS PARTIES FOR ANY MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CLIENT IN SUCH INSTANCES, IF APPLICABLE.
14.1. CLIENT HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HELIOS, ITS SUBSIDIARIES AND AFFILIATES, AND THE MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES OF HELIOS AND HELIOS’ SUBSIDIARIES AND AFFILIATES, HARMLESS FROM AND AGAINST ALL LIABILITIES, ASSESSMENTS, LOSSES, COSTS OR DAMAGES, AS WELL AS THE EXPENSES OF ANY LEGAL PROCEEDING RELATED THERETO (COLLECTIVELY, “LOSSES”), RESULTING FROM, IN CONNECTION WITH OR ARISING OUT OF ANY CLAIM, PROCEEDING, SUIT OR CAUSE OF ACTION RELATING TO (I) CLIENT’S USE OF AND/OR ACCESS TO THE PLATFORM, (II) CLIENT’S VIOLATION OF APPLICABLE LAWS AND REGULATIONS RELATED TO USE OF THE PLATFORM, (III) CLIENT’S BREACH OF THIS AGREEMENT, INCLUDING ANY OF CLIENT’S REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THIS AGREEMENT, (IV) CLIENT’S SUBMISSIONS, AND/OR (V) EXCEPT TO THE EXTENT OF INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT BY HELIOS TO CLIENT, THE MISAPPROPRIATION AND/OR INFRINGEMENT OF ANY RIGHTS OF ANOTHER PARTY.
14.2. HELIOS HEREBY AGREES TO INDEMNIFY AND HOLD CLIENT, AND THE MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AUTHORIZED USERS OF CLIENT, HARMLESS FROM AND AGAINST ALL ACTUAL LOSSES RESULTING FROM OR ARISING OUT OF THE FACT THAT THE PLATFORM, OR CLIENT'S USE THEREOF, INFRINGES OR OTHERWISE VIOLATES ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF ANY INDIVIDUAL OR ENTITY.
14.3. The indemnification provided for herein shall be subject to the terms and conditions of this Section. The Party claiming indemnification (“Indemnified Party”) must notify the other Party (“Indemnifying Party”) promptly in writing of any notice of any claim, proceeding, suit or cause of action (together, “Claim”) subject to indemnification. The Indemnifying Party shall have sole control over such defense and all negotiations for the settlement and compromise of such Claim (but will keep the Indemnified Party apprised of the progress of the Claim); provided, that the Indemnifying Party may only settle or compromise a Claim with the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), except that no such approval shall be required if the settlement or compromise (i) provides only for payment of money damages which are paid fully by the Indemnifying Party; (ii) does not include any admission of wrongdoing or guilt on the part of Indemnified Party; and (iii) includes a full release of Indemnified Party and its directors, officers, employees and agents from any further claims, lawsuits, damages, liabilities, costs and expenses that the third party bringing the Claim has, has had, or may thereafter have relating to the Claim in question. For so long as the Indemnifying Party is diligently conducting such defense, it shall not be liable for any attorney’s fees of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in a defense and settlement of any such Claim provided that, except if the last sentence of this Section is applicable, the Indemnifying Party shall not be liable hereunder for any settlement or compromise negotiated by the Indemnified Party unless the Indemnifying Party agrees in writing to be so bound. If the Indemnified Party provides notice of a Claim in accordance with this Section and is not notified within ten (10) business days thereafter that the Indemnifying Party intends to defend the Claim, the Indemnified Party shall be entitled to defend such Claim, and settle or compromise such Claim, subject to the indemnification provided for herein, including for reasonable attorneys’ fees of the Indemnified Party.
Client will maintain at all times while using and/or accessing the Platform, general commercial liability insurance with a minimum limit of liability not less than One Million Dollars ($1,000,000.00 USD) per occurrence, and personal property insurance in commercially reasonable amounts for its operations. Client’s obligations under this clause will survive any termination or expiration of this Agreement.
16.1. Client is solely responsible for the accuracy of any advice provided to any person, any activities and/or transactions that are managed and/or contracted through the Platform. For the avoidance of any doubt, nothing in or about the Platform shall be construed as giving any kind of financial, tax, accounting, or legal advice, direction or guidance to Client. Client uses and accesses the Platform at its own risk.
16.2. Helios makes no guarantee of the sequence, accuracy, or completeness of such information and WILL NOT BE LIABLE IN ANY WAY TO CLIENT, ITS CLIENTS, CUSTOMERS, VENDORS, CONTRACTORS, AUTHORIZED USERS OR ANYONE ELSE TO WHOM SUCH INFORMATION IS FURNISHED, OR FOR ANY DELAYS, INACCURACIES, UNAVAILABILITY, ERRORS, OR OMISSIONS.
Your access to, and/or use of the Platform, is your acknowledgement of your acceptance of the terms of Helios’ Privacy Notice, which content and terms thereof are hereby incorporated into this Agreement in their entirety.
Client is responsible for any data (including the accuracy, quality, and completeness thereof) and the content of any data Client makes available to Helios in connection with the Platform. Each Party must comply in all respects with all applicable data protection laws, regulations and directives. Each Party shall implement administrative, physical and technical safeguards to protect personal data commensurate with type and amount of personal data under its control that are no less rigorous than accepted industry practices and will immediately notify the other Party in the event of any security breach and use commercially reasonable efforts to immediately mitigate such security breach. The Parties agree to provide in a timely manner all such necessary and reasonable assistance, information, and co-operation to the other Party to enable it to carry out data protection impact assessments; have consultations with any regulator; and respond to any data subject requests.
The provisions of this Agreement which require or contemplate performance after the termination of this Agreement shall survive said termination. Any provisions of this Agreement that by their nature extend beyond the termination of this Agreement remain in effect in accordance with their terms and apply to both Parties’ successors and assignees. The Parties hereto are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. The terms and conditions contained herein are intended solely for the benefit of the Parties and are not intended to confer third-party beneficiary rights upon any other person or entity.