This Flourish Master Services Agreement (the “Master Services Agreement”) is entered into by and between the Canva entity (“Flourish”) and the customer (“Customer”) identified in an Order Form that references this Master Services Agreement and is effective as of the date the Order Form is signed by Customer (“Effective Date”) unless specified otherwise. As used herein, references to the “Agreement” means this Master Services Agreement, all Order Forms hereunder, hyperlinked policies and addenda, subsequent amendments, and such other attachments and exhibits that the parties’ authorized representatives mutually agree to in writing.
1. Definitions
1.1. “Acceptable Use Policy” means the Acceptable Use Policy hereby incorporated into this Agreement by reference.
1.2. “Admin” or “Company Admin” means the appointed User responsible for managing the Customer’s (and/or its Affiliate’s) use of the Service.
1.3. “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party.
1.4. “Customer Material” means any data, fonts, images, templates, information, content, or material provided by Customer to Flourish or submitted to the Service by Customer or its Users in the course of using the Service.
1.5. “Design” means any design output created by Customer and/or its Users on the Service.
1.6. “Intellectual Property Rights” means any intellectual property rights existing anywhere in the world, including: copyright, patents, trademarks, designs, and all other rights of a similar nature arising through intellectual activity.
1.7. “Login” means a username and password assigned to a User for purposes of accessing the Service.
1.8. “Order Form” means Flourish’s standard order form that (i) specifies the Service(s) subscribed to by Customer; (ii) specifies the number of Users, Subscription Fees, and Subscription Term; (iii) is governed by and incorporates by reference this Agreement; and (iv) is signed by authorised representatives of both parties.
1.9. “Service” means the platform-as-a-service offering(s) provided by Flourish as set forth in the Order Form(s), including any updates thereto, as may be available online, via mobile application, or other forms.
1.10. “Subscription Fee(s)” means the fee paid for access to the Service.
1.11. “Subscription Term” means the duration for which Customer has subscribed to the Service as set forth in the applicable Order Form and any renewal term thereafter.
1.12. “User” means Customer’s and its Affiliates’ employees, contractors, and agents authorized by Customer to use the Service.
2. Using the service
2.1. Provision of Service. Subject to this Agreement, Flourish will provide a limited, non-exclusive, non-transferable, worldwide right and license to Customer to access and use the Service and its contents (including any materials created by us and made available on Customer’s account) for the duration of the Subscription Term. Flourish may, at its sole discretion, modify, remove, add, or enhance features of the Service from time-to-time, provided however, Flourish will not materially decrease the overall functionality of the Service during the Subscription Term.
2.2. Customer Affiliates. Customer’s Affiliates may purchase access to the Service under the Agreement by entering into an Order Form. By entering into an Order Form, such Affiliate agrees to be bound by the terms of this Enterprise Subscription Agreement as if it were an original party to this Agreement. Customer shall be responsible for its Affiliates’ compliance with this Agreement.
2.3. Intellectual Property Rights. Except as expressly set forth in this Agreement, all Intellectual Property Rights in and to the Service remain the sole property of Flourish. Flourish owns or has legal rights to all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with its products and the Service.
2.4. Logins. Each User must have a unique Login. Customer shall be responsible for all Users for compliance with this Agreement, and shall ensure that each User obtain a unique Login. Furthermore, Customer shall ensure that its Users keep their Login credentials confidential and promptly notify Flourish in the event Customer becomes aware of any unauthorized use of a Login.
2.5. Use Restrictions. Customer and its Affiliates shall not itself or through any employee, contractor, agent, or other third-party (i) rent, lease, sell, distribute, offer in service bureau, sublicense, or otherwise make the Service available to any third party other than its Users; (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivate works of the Service, or any part thereof, (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) combine the Service or any part thereof with or incorporate the Service with or in any other program not authorized in writing by Flourish; (vi) use the Service in violation of any applicable law, regulation, or other rule; or (vii) use the Service to store or transmit a virus or malicious code.
2.6. Acceptable Use Policy. Customer’s use of the Service, Customer Material, and Designs must comply with the Acceptable Use Policy. Flourish reserves the right to (but is not obligated to) remove from the Service any Customer Material or Design at any time that, in Flourish’s sole opinion, is in violation of the Acceptable Use Policy, this Agreement, or any applicable law or regulation. Where legally permissible, Flourish will make reasonable efforts to provide Customer with notice upon removal of any such Customer Material.
2.7. Customer Obligations. Customer is solely responsible for: (i) providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Service; (ii) all activities conducted by each of its Users and each User’s compliance with the terms of this Agreement; (iii) for the accuracy, quality, integrity, and legality of Customer Material and the means by which it acquired Customer Material and the contents thereof. Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals prior to adding such individuals as a User.
3. Security and data privacy
3.1. Information Security. Flourish shall maintain industry-standard technical and organizational measures to maintain the security of the Service and Customer Material while in Flourish’s possession. For further information on Flourish’s approach to security, please see here.
3.2. Data Privacy. To the extent Customer Personal Data subject to the Applicable Privacy Laws (as those terms are defined in the Data Processing Addendum) is processed by Flourish on Customer’s behalf in connection with Customer’s use of the Service, Flourish’s Data Processing Addendum (as may be updated from time-to-time) is hereby incorporated by reference.
3.3. Profile, Project and Template Visibility. Anyone with view access to Customer projects (e.g. Users in the same company account) will see Customer’s projects or templates listed on Customer’s profile page, along with that User’s name, username and any additional information that the User decided to add to the profile page. Customer can also optionally enable its profile page to be publicly visible. If Customer opts to do this, anyone on the internet will be able to view its published projects and profile information (but not any unpublished projects).
4. Content and designs
4.1. Projects and Templates. To create and upload templates to the Service, Customer must install the Flourish SDK (available via https://www.npmjs.com/package/@flourish/sdk). Templates uploaded by Customer will be publicly available only if explicitly made public by Customer or an Admin of Customer. By uploading a template that will be publicly available, Customer understands that it is granting Flourish the right to distribute the template to all other Users of the Service and that subsequently all Users will have the right to create and publish content based on Customer’s template, including after Customer deletes the template in accordance with these Terms. Flourish is not responsible for public sharing by Users of projects or templates. Enabling such sharing or performing actions to share them as per User instructions does not breach Flourish’s obligations in these Terms. Customer may create and publish projects using any templates it has access to. Projects are private unless published or explicitly made public by Customer. Customer is fully responsible for its projects and any templates it creates.
4.2. Customer Material. Customer represents and warrants to Flourish that Customer owns all rights, title, and interest in and to the Customer Material, or that Customer has otherwise secured all necessary rights in Customer Material as may be necessary to permit the access, use, and distribution thereof as contemplated by this Agreement. As between Flourish and Customer, Customer owns all right, title, and interest in and to Customer Material. Customer hereby grants Flourish, for the duration of the Subscription Term, a nonexclusive, royalty-free, worldwide right and license to display, host, copy, and use Customer Material solely to the extent necessary to provide the Service to Customer.
4.3. Designs. Customer and Users may create Designs on the Services incorporating Customer Material. Customer retains ownership of its Designs (and the Intellectual Property Rights therein), save that Customer’s ownership rights are in all cases subject to Flourish’s continued ownership of any Intellectual Property Rights incorporated therein, subject to the restrictions set forth in the Acceptable Use Policy.
4.4. Publishing Customer Material. In using the Service, Customer and Users may publish or share Designs on the Site or on Third Party Services. For the avoidance of doubt, Flourish maintains no responsibility in relation to Customer or its Users’ publishing of Designs, and neither Flourish’s enablement of the feature to publish Designs publicly nor the Service’s performance of actions to publish Designs publicly at Customer’s, Customer’s Affiliates, or Users election shall be considered a violation of any of Flourish’s privacy obligations under this Agreement.
5. Feedback
5.1. Feedback. Customer hereby assigns to Flourish any suggestions, ideas, enhancement requests, or other feedback provided by Customer to Flourish relating to the Service.
6. Billing
6.1. Fees and Payment. Customer will be billed for the number of Seats set forth in the initial Order Form. If Customer adds additional Seats, Customer will be billed on a pro-rated basis for such Seats. Customer will need to sign an Order Form with Flourish for any additional Seats it wishes to add. The Order Form for additional seats will set out the associated Subscription Fees Flourish plans to invoice for. Customer will not receive a refund or credit for removing Seats that have already been paid for. Any increase in Seats shall be in effect for the remainder of the then-current Subscription Term. Customer’s pricing will not increase during Customer’s Subscription Term.
6.2. Payment. Subscription Fees are invoiced on an annualized basis in advance unless otherwise set out in the Order Form. Initial Subscription Fees and Subscription Fees for any renewal term will be billed for 12-months and Subscription Fees for Seats added during a Subscription Term will be pro-rated in accordance with Section 6.1. All invoices will be due and payable within thirty (30) days of the invoice date. Except as otherwise provided for in this Agreement, all fees are non-refundable. Any fees remaining unpaid for more than thirty (30) days past their due data shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law. Flourish may, at its discretion and in addition to other remedies it may have, suspend access to the Service if any invoice remains unpaid for more than 30 days after its due date. Flourish will provide Customer with notice at least ten (10) days in advance of any such suspension.
6.3. Taxes. Unless otherwise stated in an Order Form, the fees do not include sales, use, value-added, or other similar taxes or duties, and any such taxes shall be assumed and paid by Customer except those taxes based on the net income of Flourish. Flourish will invoice Customer any applicable tax.
7. Warranties and disclaimer
7.1. Mutual Warranties. Each party represents and warrants that:
7.1.1. it has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof; and
7.1.2. it shall comply with all applicable export control, trade, and economic sanction laws including, but not limited to, restrictions set forth by the Office of Foreign Assets Control (OFAC).
7.2. Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED “AS IS” AND FLOURISH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FLOURISH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER MATERIAL. Flourish makes reasonable efforts to ensure the Service is free of viruses or other harmful components but cannot guarantee that the Service will be free from unknown viruses or harmful components. Flourish cannot guarantee that the Service will not incur delays, interruptions, or other errors that are outside of Flourish’s reasonable control and are inherent with the use of the internet and electronic communications.
8. Confidentiality
8.1. Definition. “Confidential Information” means, without limitation, product plans, inventions, know-how, technical information, financial information, Customer data, or other business information disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing and that is identified as confidential at the time of disclosure or should reasonably be known by the Recipient to be confidential.
8.2. Non-Use and Non-Disclosure. Recipient shall, with respect to Confidential Information of Discloser: (i) not disclose such Confidential Information to any third party at any time and limit disclosure to its employees, contractors, or its legal, financial, and accounting advisors that have a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protects its own Confidential Information of a like nature, but no less than a reasonable degree of care. Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
8.3. Exclusions. The obligations with respect to Confidential Information shall not apply with respect to Confidential Information Recipient can demonstrate: (i) is now or becomes publicly available through no fault of Recipient; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is known to Recipient without obligation of confidentiality prior to such disclosure; or (iv) is, at any time, independently developed by Recipient without use of Discloser’s Confidential Information.
9. Indemnification
9.1. Indemnification by Customer. Customer shall defend Flourish and its Affiliates, and their respective employees, officers, and directors (collectively, “Flourish Indemnified Parties”) from and against any claim, demand, or action brought by a third party (including without limitation any User) against Flourish Indemnified Parties, and shall indemnify and hold harmless Flourish Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement (that has been approved by Flourish) to the extent arising from: (i) use of the Service by Customer or any User in a manner that breaches the Acceptable Use Policy or this Agreement; or (ii) any allegation that Customer Material infringes any patent, copyright, or trade secret or a third party.
9.2. Indemnification by Flourish. Flourish shall defend Customer, its Users, and its Affiliates (as applicable), and their respective employees, officers, and directors (collectively, “Customer Indemnified Parties”), from and against any claim, demand, or action brought by a third party against Customer, and shall indemnify and hold harmless Customer Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement to the extent arising from any allegation that the Service infringes any patent, copyright, or trade secret of a third party.
Flourish’s indemnification obligations described in this Section 9.2 shall not apply and Flourish will have no liability for any infringement claim of any kind, to the extent the claim results from: (i) modification of the Service made by Customer or a User; (ii) unauthorized or unlicensed use of the Service in violation of this Agreement; (iii) Customer Material; or (iv) Flourish’s creation of designs, templates, or materials pursuant to Customer’s instructions.
9.3. Procedure. If one party (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defence. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitor may not settle any claim that admits liability or fault on behalf of Indemnitee or that imposes financial liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.
9.4. Remedy for Enjoinment for Use of Services. If Customer’s use of the Service is, or in Flourish’s opinion is likely to be, enjoined due to Intellectual Property Rights infringement, Flourish may, at its sole option and expense (and to the extent applicable): (i) procure for Customer the right to continue using the Service under the terms of this Agreement; (ii) replace or modify the Service so that it is non-infringing; (iii) substitute substantially similar functions or services; or if options (i), (ii) or (iii) cannot be accomplished despite Flourish’s reasonable efforts, Flourish may terminate this Agreement and Customer’s rights to the Service and refund a prorated portion of any prepaid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.
9.5. Exclusive Remedies. The provisions of this Section 9 set forth Flourish’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to any third-party intellectual property infringement claims.
10. Limitation of liability
10.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5 (“USE RESTRICTIONS”); EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR A PARTY’S GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
10.2. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO FLOURISH HEREUNDER DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5. (“USE RESTRICTIONS”); EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
11. Term and termination
11.1. Agreement Term. The term of this Agreement shall commence on the Effective Date set forth in the initial Order Form and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.
11.2. Subscription Term. The initial Subscription Term shall be specified in the relevant Order Form. Upon the expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive 12-month terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Flourish will provide notice of an upcoming renewal and any applicable increase to pricing forty-five (45) days or more prior to the end of the then-current Subscription Term.
11.3. Termination for Cause. Either party may terminate the Agreement immediately upon written notice in the event that (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach within thirty (30) days of being notified of such breach; or (iii) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
11.4. Effect of Termination for Cause. In the event of termination of this Agreement due to a material default by Flourish, Flourish shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of the then-current Subscription Term. In the event of a termination of the Agreement due to a default by Customer, Customer shall pay all amounts due and owing for the Service as outlined in an applicable Order Form.
11.5. Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”, “Intellectual Property”, “Limitation of Liability”, “Indemnification”, “Confidential Information” and “Miscellaneous” inclusive, shall survive any termination of this Agreement.
12. Miscellaneous
12.1. Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with (i) in the case of Customer, Customer’s use of the Service; and (ii) in the case of Flourish, Flourish’s provision of the Service.
12.2. Governing Law and Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws provisions. Any legal action or proceeding arising under the Agreement shall be brought exclusively in the courts located therein and the parties submit to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sales of Goods is expressly excluded in its entirety from the application to this Agreement.
12.3. Relationship of Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
12.4. Attorney’s Fees. In any court action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
12.5. Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein may cause irreparable injury to the other party for which monetary damages alone would not be an adequate remedy, and therefore the party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
12.6. Publicity. Customer permits Flourish to use Customer’s name and logo to identify Customer as a customer on Flourish’s website and in its marketing materials in accordance with any trademark guidelines or instructions provided by Customer. Customer permits Flourish to issue a press release announcing Customer as a customer, provided Flourish obtains Customer’s approval of the text of any such press release prior to publication. Following an agreed-upon press release, Flourish may use the content of the press release on Flourish’s website and in marketing materials.
12.7. Force Majeure. Neither party shall be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. This Section does not excuse Customer’s payment of fees due under this Agreement provided that Flourish continues to provide the Services as set forth in the Agreement.
12.8. Assignment. Neither party may assign this Agreement or any of its right or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonable withheld. Notwithstanding the foregoing, either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all of the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.
12.9. Severability. If a particular provision of this Agreement is found to be invalid or unenforceable, it shall not affect its other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
12.10. Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
12.11. Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail, and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address and/or email addresses set forth in the Order Form. All notices to Flourish shall be sent to the applicable notice address identified below:
If the Customer has contracted with Canva UK Operations Limited, the notice address is 33-35 Hoxton Square, London, N1 6NN, United Kingdom
If the Customer has contracted with Canva US, Inc. the notice address is 3212 E. Cesar Chavez Street, Building 1, Suite 1300, Austin, TX 78702
If the Customer has contracted with Canva Pty Ltd, the notice address is Level 1, 110 Kippax St, Surry Hills, New South Wales, Australia
12.12. Entire Agreement. This Agreement and the associated Order Form(s) constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement may not be modified except by written instrument signed by both parties and referring to the particular provisions to be modified. All terms, conditions, or provisions on a purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement. In the event of a conflict between the terms of this Agreement and an Order Form, the terms set forth in the Order Form shall control. This Agreement is binding upon and inures to the benefit of, the parties and their respective permitted successors and assigns.
