Terms of Service
TERMS OF SERVICE
Last updated: 11/18/2024
These Terms of Service, including any Order Form and other document agreed to by the parties referencing these Terms of Service, (collectively, “Agreement”) are entered into between you and Rivo Commerce, Inc. (“Rivo”) and govern access to Rivo’s online services, including but not limited to the Rivo customer retention platform for Shopify Plus® (“Platform”) and Rivo’s website available at rivo.io, including subdomains (“Website”), and software licensed to you including but not limited to the Rivo developer toolkit (collectively, “Service”).
BY EXECUTING AN ORDER FORM PROVIDED BY RIVO THAT REFERENCES THE TERMS OF SERVICE (“ORDER FORM”), CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.
IF YOU ARE AGREEING ON BEHALF OF AN ORGANIZATION, “YOU” REFERS TO THAT ORGANIZATION.
1. ACCOUNTS
1.1 Access and Creation. The Website provides access to: (a) publicly accessible content, for example providing general information about the Platform and Rivo (“Public Site”); and (b) the Platform through one or more registered account (each, an “Account”) provided by Rivo at its discretion directly or indirectly through a third party single sign on (for example, your Shopify® account). You must be at least 18 years old or the age of majority in your jurisdiction (whichever is older) in order to register an Account or otherwise use the Platform. You represent and warrant that you are authorized to enter into this Agreement.
1.2 Log-in Information. As an Account holder, you shall: (a) provide Rivo with accurate contact information, as requested by Rivo, including but not limited to your current mailing address, telephone number and email address; (b) maintain the confidentiality of Account log-in information (“Log-in Information”), which you shall use each time you log onto the Platform; (c) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of your Log-in Information and shall not share it with any other person or entity; and (d) be responsible for all activity through the Service that originates from any Account logged in through your Log-in Information. Rivo is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify Rivo of such unauthorized access or use.
2. SUBSCRIPTION AND LICENSE
2.1 Subscription Grant. Rivo hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable subscription to access and use the: (a) Platform through an Account and free, trial or paid subscription (each, a “Subscription”); and (b) Public Site. Service usage rights and functionality associated with a Subscription are as agreed to by Rivo and the person or organization who purchased a Subscription (whether free or paid) through the Website or executed Order Form (“Customer”).
2.2 License Grant. Rivo hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, call to and use any of the Platform application-programming interface (“API”) and developer toolkits made available to you but only for purposes of interacting with the Platform, as permitted by the API functionality but subject to Section 2.3 (collectively, “License”). The API and developer toolkits are provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis.
2.3 Subscription and License Limitations. You shall use the Subscription and License solely for Customer’s internal business purposes for the duration of the Agreement (“Term”). While Customer is permitted to allow its employees, contractors and service providers to access and use the Platform through Accounts, such access must be for the sole benefit of Customer, at all times in compliance with this Agreement, and Customer is solely liable for their compliance with the Agreement. Excluding the License, your right to use the Platform is web-based only and no software related to the Service will be installed on any servers or other computer equipment owned or controlled by you or Customer.
3. PROFESSIONAL SERVICES; AVAILABILITY
3.1 Professional Services. If Customer requests Rivo to provide professional services in connection with the Service, Rivo shall determine in its sole discretion whether to undertake such professional services and, if Rivo desires to proceed, provide Customer an estimate of the time required to complete such professional services, associated cost and other applicable terms. Professional Services are subject to Customer’s acceptance of the applicable estimate.
3.2 Availability. The Service may be unavailable due to maintenance or unforeseen cause beyond Rivo’s reasonable control, including but not limited to, internet service provider issues, power or communications network failures, denial of service attacks or similar attacks, or any force majeure events, which Service unavailability does not constitute a breach of the Agreement. Rivo disclaims all liability relating to Service unavailability.
4. USE OF THE SERVICE
4.1 Features. Service features, functionality, usage limits and available integrations (collectively, “Features”) are subject to change on one or more occasions at any time without notice. Features associated with your Subscription are described on the Website, as updated on one or more occasions, and/or Order Form (as applicable).
4.2 Authorized Use. You shall use the Service in conformance with all applicable laws and regulations and shall not:
a. engage in conduct constituting improper use of the Service, in a manner that exceeds reasonable volume or constitutes excessive or abusive usage;
b. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
c. reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, or distribute the Service, unless expressly permitted by Rivo;
d. break, disrupt or attempt to break or disrupt any device used to support the Service or knowingly exploit a flaw or bug in the Service;
e. use the Service to store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights;
f. harass, abuse, stalk, threaten or impersonate any person through the Service;
g. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Rivo;
h. promote, encourage or undertake illegal activity or communicate, link to, post, stream, submit or upload content that contains objectionable or offensive conduct through the Service;
i. disparage, harm or otherwise tarnish Rivo’s reputation;
j. use the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; or
k. use the Service to infringe or violate third party rights including but not limited to: (i) contractual rights, (ii) copyright, patent, trademark, trade secret rights or other intellectual property rights, (iii) privacy rights, (iv) publicity rights, or (v) confidential information, as determined by Rivo in its sole discretion.
4.3 Excess Usage. Rivo reserves the right to monitor and reasonably restrict your ability to use the Service if using excessive computing resources impacting performance of the Service for Rivo and/or other subscribers, as determined by Rivo acting reasonably. Rivo shall provide Customer with prior written notification in cases where it restricts such use and use good faith efforts to determine an appropriate alternative or workaround solution prior to restricting Customer’s ability to use the Service.
4.4 Third Party Applications. The Service integrates with third party services (“Third Party Services”), including but not limited to Shopify®. The Agreement does not grant any license, right, title or interest in Third Party Services and you may be required to enter into agreements with one or more third parties in order to use such Third Party Services, which agreements you must determine the suitability of. If you use Third Party Services, Rivo may permit Third Party Services to access Customer Data (as defined below) as required for the integration or use of such Third Party Services with the Service and as further permitted by Rivo’s Privacy Policy. Integration of Third Party Services is contingent upon third parties permitting Rivo to integrate the Service with their respective Third Party Services and such permission and/or integration may end at any time without notice or compensation to you.
4.5 Privacy Policy. Use of the Service is governed by a Privacy Policy detailing how Rivo collects, uses and discloses personal and anonymous data about you and is available at rivo.io/legal/privacy, as updated on one or more occasions. Customer is responsible for disclosing the Privacy Policy to its employees, contractors and service providers who use the Service and to confirm each user’s acceptance and adherence thereto. If you disagree with the then-current Privacy Policy, you must immediately stop use of the Service and contact Rivo at privacy@rivo.io.
4.6 Service Integration and Legal Compliance. Customer shall update their own Privacy Policy and other legal documentation to reflect the Service’s information practices, as set forth in Rivo’s Privacy Policy, and to ensure that Customer’s use of the Service (for example, integration of the Service into Customer’s own Shopify® store) complies with all applicable laws including but not limited to privacy laws. Rivo does not express an opinion on the Service’s compliance with the laws of Customer’s country and/or the laws of any country in which a Customer end user resides and strongly recommends that Customer seek legal advice before going live with any integration of the Service into Customer’s Shopify® store.
5. ORDER FORM AND FEES
5.1 Order Form. Each Subscription requires Customer to agree to a Service plan through the Shopify® app store or to sign an Order Form in the form provided by Rivo, which contains Service plans and Features available to a Customer based upon the plan selected by the Customer in the Order Form, as well as pricing and other relevant terms. If selecting a trial Subscription, Customer agrees that such trial shall automatically convert into a paid Subscription at the end of the trial, on such terms as previously agreed by Customer, unless such Subscription is terminated prior to expiration of the trial by either: (a) reverting to a free Subscription; or (b) uninstalling the Service from Customer’s Shopify® store.
5.2 Fee Payment. Customer shall pay Rivo the Subscription fee agreed to by Customer when selecting a Service plan through the Shopify® app store or as set forth in the Order Form (“Subscription Fee”), as well as any additional fees and charges agreed to by Customer and Rivo, for example, design and onboarding fees. Customer shall be automatically charged the Subscription Fee pursuant to the Shopify® app store terms or pay the fees in accordance with the Order Form, as invoiced by Rivo, which Subscription Fee is non-refundable except where expressly permitted. Rivo may increase the Subscription Fee by providing written notice of the change at least 90 days before the start of a Renewal Term. If Customer elects to pay by credit card, Customer hereby authorizes Rivo or a third party designated by Rivo (for example, Shopify®) to charge the credit card Customer provides for all fees owed to Rivo. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to Rivo; and (b) the information you provide for payment purposes is true, correct and complete. Customer shall provide a valid credit card and if Customer's credit card changes or expires, or is revoked, disputed or not valid for any other reason, Rivo may suspend Customer’s use of the Service upon 3 days’ notice or otherwise terminate the Agreement pursuant to Section 6. By submitting payment information, you grant Rivo the right to provide such information to third parties, including but not limited to Shopify® or Stripe®, for the purpose of facilitating your purchases with Rivo. Rivo reserves the right to refuse or cancel any Subscription Fee, additional fee, charge or other purchase with Rivo for reasons including but not limited to suspected fraud or any other reason, as determined in Rivo’s absolute discretion.
5.3 Overdue Invoice. Following Customer’s failure to pay an invoice, Rivo may suspend the Service and, before resuming the Service, may require that Customer pay: (a) all outstanding amounts; (b) and all amounts that will become payable during the remainder of the Term.
5.4 Taxes. Subscription Fees as well as any additional fees and charges agreed to by Customer and Rivo exclude taxes, duties and charges, which Customer shall pay.
6. TERM; TERMINATION
6.1 Term. The Agreement is effective on the earliest of: (a) in the case of access to the Public Site, the date you first access the Public Site; (b) if a free, trial or paid Subscription, the earliest of: (i) the date Customer signs up for a free or trial Subscription; (ii) installs the Service on its Shopify® store; or (iii) the date an Order Form is executed.
6.2 Term Duration. The Term of a free or trial Subscription runs until such Subscription is terminated pursuant to the Agreement. The Term for a paid Subscription is monthly, or such other duration set forth in the Order Form, thereafter automatically renewing for the same such period (each renewed Term, a “Renewal Term”).
6.3 Termination. The Term terminates upon the earliest of:
a. termination of the Agreement prior to a Renewal Term;
b. your failure to pay the Subscription Fee, or any fee or charge due and owing by you to Rivo;
c. in the case of a free or trial Subscription or access to the Public Site, when Terminated by you or Rivo, which may occur at any time without notice.
d. your non-compliance with (or rejection of) the Agreement or Privacy Policy; or
e. at the other party’s option, if a party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the party and not dismissed within 30 days following commencement.
Upon termination, whether by you or Rivo, you are not entitled to a refund of any kind and shall pay any due and unpaid fees. Following termination, Rivo may, but is not obligated to, retain Customer Data to allow you to reactivate your Subscription for up to 90 days and for such other purposes set forth in the Privacy Policy.
7. OWNERSHIP; CONFIDENTIALITY
7.1 Service Ownership. The Service and constituent parts thereof are the proprietary property of Rivo and its licensors, and all right, title and interest in and to, including all associated intellectual property rights, remain with Rivo and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the Service, Subscription or Account. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of Rivo, excluding Customer Data. The trademarks, logos, and service marks (collectively, “Trademarks”) displayed on the Service are registered and unregistered marks of Rivo or are otherwise used in accordance with applicable law. Nothing contained in the Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without Rivo’s written permission. Rivo reserves all rights unless expressly granted in this Agreement.
7.2 Customer Data. Data that you provide in connection with your Account or otherwise upload or transmit through the Service (“Customer Data”) is and shall remain the sole property of Customer. Any and all right, title and interest in and to Customer Data, including all associated intellectual property rights, remain with Customer. Rivo may use, store and modify Customer Data in order to: (a) provide the Service; (b) create anonymous aggregated or statistical data (or both); (c) improve or otherwise modify the Service; (d) create new products and services; (e) analyze the Service and its use and publishing the results of such analysis; and (f) deliver to Customer relevant information and communications, in addition to other purposes described in the Rivo Privacy Policy.
7.3 Customer Feedback. You hereby grant Rivo a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide regarding the Service. Such feedback is deemed to not be Confidential Information of you or Customer and nothing in this Agreement shall operate to limit Rivo’s use of such feedback.
8. DMCA
Rivo complies with the U.S. Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or representative of the owner and believe that a user has submitted or uploaded material that infringes upon your United States copyrights, you may submit notification in accordance with the DMCA by providing Rivo with the following information in writing:
a. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
b. identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Service (such as the URL(s) of the claimed infringing material);
c. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
d. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e. a statement by you, made under the penalty of perjury, that the above information in your notification is accurate and that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner’s behalf; and
f. your physical or electronic signature.
Please send all written correspondence of alleged infringements to:
ATTN: RIVO DMCA AGENT
5940 S Rainbow Blvd., Ste 400, #78370
Las Vegas, NV
89118-2507
United States
You may also contact legal by email to dmca@rivo.io
9. DISCLAIMER, LIMITATION OF LIABILITY
9.1 DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND RIVO DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, RIVO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE, WILL NOT HARM COMPUTERS, MOBILE DEVICES OR ANY ATTACHED DEVICES, NOT RESULT IN LOST DATA OR BE SECURE AGAINST UNAUTHORIZED ACCESS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY RIVO, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ASSIGNS (“REPRESENTATIVES”), WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
9.2 LIMITATION OF LIABILITY. RIVO AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD PARTY SERVICES INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, PERSONAL INJURY OR DEATH AND ANY AND ALL OTHER TANGIBLE AND INTANGIBLE DAMAGES OR LOSSES, EVEN IF RIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
9.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD RIVO FROM LIABILITY, YOU AGREE THAT RIVO’S AND/OR ITS REPRESENTATIVES MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE LESSER OF: (A) THE TOTAL AMOUNT CUSTOMER PAID TO RIVO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACT LEADING TO THE HARM IN QUESTION; AND (B) $100 USD.
10. INDEMNIFICATION
Customer shall indemnify, defend and hold Rivo and its Representatives, harmless from and against any claim, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, in connection with your or Customer’s use of the Service or Third Party Services, personal injury or death arising while using the Service or Third Party Services, or your violation of the Agreement or any law or regulation (including but not limited to privacy laws). Customer shall not settle any claim without Rivo’s advance written consent unless such claim releases Rivo unconditionally. Rivo reserves the right to, at its expense, assume control of the claim.
11. DISPUTE RESOLUTION
11.1 Initial Dispute Resolution. Most disputes between you and Rivo can be resolved without resorting to legal action. If you have any dispute with Rivo, you agree that before taking any formal legal action you will contact Rivo at operations@rivo.io, and provide a brief, written description of the dispute and your contact information. You and Rivo agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
11.2 Binding Arbitration. If you and Rivo cannot come to a resolution within 60 days after the time an informal dispute resolution is initiated, you agree that any disputes or claims between you and Rivo, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in the Las Vegas, Nevada and administered by JAMS. The arbitration shall be commenced and conducted in accordance with Comprehensive Arbitration Rules (the “Rules”). Your arbitration fees and your share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 11.2 SHALL NOT APPLY TO: (I) DISPUTES CONCERNING INTELLECTUAL PROPERTY, ALLEGATIONS OF THEFT, PIRACY, VIOLATION OF PRIVACY LAWS OR USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT; OR (II) CLAIMS FOR INJUNCTIVE RELIEF.
11.3 CLASS ACTION WAIVER AND PROHIBITION. YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN RIVO, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.
12. GENERAL
12.1 Updates. Rivo reserves the right, in its sole discretion, to modify this Agreement at any time (each an “Update”) and shall make each Update available through the Website and through email notification. You are deemed to accept an Update by continuing to use the Service. Unless Rivo states otherwise, an Update is automatically effective 30 days after posting on the Website, except in such case where an Update is immaterial to any of your legal rights or legal obligations of Rivo and such Update is made only to correct a typographical, formatting or grammar inaccuracy, and in such case, an Update is effective immediately after posting on the Website.
12.2 Governing Law. The Agreement shall be governed by and construed in accordance with the applicable laws of the State of Nevada and federal laws of the United States, without reference to principles of conflicts of laws, and courts in Las Vegas, Nevada will have exclusive jurisdiction to hear any proceedings related to this Agreement and to which the parties irrevocably attorn to the jurisdiction of.
12.3 Notice. Any notice required by the Agreement shall be given by email to Rivo at operations@rivo.io and by Rivo to you at the email address you provide to Rivo, as updated on one or more occasions, such notice deemed received upon sending.
12.4 Limitation Period. Any cause of action arising out of or related to the Agreement or the Service must commence within one year after the cause of action accrues and, if not, is permanently barred. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.
12.5 California Consumer Notice. Under California Civil Code Section 1789.3, California consumers of an electronic commercial service are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
12.6 Export Compliance. U.S. and foreign export control laws regulate the export and re-export of technology originating in the United States and such foreign countries. You agree to abide by all export control laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, the Service or API from any countries or foreign nations in violation of such laws or regulations. You shall comply with the export laws and regulations of the applicable jurisdictions in which you provide, access or use the Service. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
12.7 Severability, Waiver. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of this Agreement in full force and effect. No failure or delay by a party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof.
12.8 Assignment. You cannot assign, transfer or pledge the Agreement, in whole or in part, without the prior written consent of Rivo. Rivo may assign this Agreement upon written notice to you.
12.9 Force Majeure. Except with respect to the Customer's obligation to make payments, neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.
12.10 Entire Agreement. The Agreement, including the Order Form and Privacy Policy, as amended on one or more occasions, constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No terms or conditions stated in any purchase order or other order documentation you provide are incorporated into or form any part of the Agreement and are null and void.
12.11 Survival. Sections 5, 6.3, 7, 9, 10, 11 and 12 survive termination of this Agreement.