MANTLEBIO SAAS TERMS OF SERVICE
Last updated: [10/03/024]
These MantleBio SaaS Terms of Service (“Terms”) are between MantleBio, Inc., a Delaware corporation (“MantleBio” or “we”) and the individual or organization agreeing to these Terms (“Customer”) and are effective as of the first date the Customer clicks “Agree”, creates an account for the Services (as defined below), signs a contract for the Services, or uses the Services (“Effective Date”). If an individual (“you”) is entering into these Terms for use of the Services by an organization, you are agreeing to these Terms on behalf of that organization as Customer. In addition, if you are a user of Customer’s Services account (such user, an “Customer End User”), you are agreeing to these Terms on behalf of yourself as a Customer End User.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS AND CUSTOMER END USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND MANTLEBIO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREVULLY SECTION 12(f) “ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION.
AGREEMENT TO TERMS AND CONDITIONS
These Terms govern access to and use of MantleBio’s proprietary SaaS platform (free version) for analysis and management of biological data (the “Services”) by Customer and Customer End Users. These Terms are effective, and Customer and each Customer End User agrees to be bound by these Terms as of the Effective Date. If a Customer End User is accepting these Terms on behalf of an organization as Customer, the Customer End User represents and warrants that she or he has the authority to bind that organization as Customer to the terms and conditions of these Terms.
SERVICES. Subject to the terms and conditions of these Terms, MantleBio will provide Customer with access to the Services and hereby grants Customer a limited, non-exclusive, non-transferable right to use (and permit Customer End Users to access and use) the Services, solely for Customer’s internal use in accordance with any documentation or instructions provided by MantleBio (the “Documentation”) and the terms of these Terms. Customer may designate additional persons to be Customer End Users who may access the Services after such person creates an end user account for the Services and agrees to be bound by these Terms as a Customer End User. Customer will be responsible for any acts or omissions of any user (including any Customer End Users) that it allows to access the Services. The Services may be limited to a subset of the features available on MantleBio’s platform and nothing herein shall entitle the Customer or any other Customer End User to use or access features not provided as part of Customer’s free evaluation of the Services are provided hereunder.
PRIVACY NOTICE. MantleBio’s Privacy Notice, available at www.mantlebio.com/privacy-policy provides information on how how MantleBio collects, uses and shares Customer’s and Customer End Users’ information.
CUSTOMER AND CUSTOMER END USER RESPONSIBILITIES. Customer and Customer End Users will provide information, make available personnel, and take other such actions as requested by MantleBio that is reasonably necessary for delivery of the Services. Customer will also cooperate with MantleBio in establishing login and authentication control mechanisms or other procedures for verifying that only designated employees of Customer have access to the Services and MantleBio Materials.
INTELLECTUAL PROPERTY
Access Restrictions. Neither Customer nor any Customer End User will at any time or will permit any third party (including, without limitation, Customer End Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in these Terms; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any third party, or otherwise allow any third party to use the Services for any purpose other than for the benefit of Customer in accordance with these Terms; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights (as defined below) or other right of any third party, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by MantleBio for use expressly for such purposes; or (viii) use the Services, Documentation or any other MantleBio Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services. Neither Customer nor any Customer End User will allow any person other than Customer End Users to use the Services and will ensure that each Customer End User complies with all terms and conditions of these Terms applicable to a Customer End User. Customer and Customer End Users will, and Customer will require all Customer End Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify MantleBio if a Customer End User or Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for the Services may only be accessed and used by the specific Customer End User for whom such account is created. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
Customer Materials. Customer will own and retain all right, title, and interest to any data, information, software, systems, materials and other content provided by Customer or a Customer End User to MantleBio in connection with a Customer End User’s use of the Services, or otherwise transmitted or stored by Customer or a Customer End User through the Customer End User’s use of the Services (“Customer Materials”). MantleBio may use and modify the Customer Materials and create aggregate and derivative data solely in connection with the provision, operation, and improvement of the Services.
Reservation of Rights. MantleBio will own and retain all right, title and interest in and to the Services, the underlying tools, know-how, methodologies, algorithms, models and proprietary information used to provide or power the Services, any aggregate, derivative or usage data collected or generated in connection with the Services, all improvements, derivatives, enhancements and modifications to any of the foregoing, and all Intellectual Property Rights therein (collectively, “MantleBio Materials”). All rights not expressly granted hereunder by MantleBio are hereby reserved.
Feedback. From time to time a Customer End User, Customer or its employees, contractors, or representatives may provide MantleBio with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer End User and Customer hereby assign and agree to assign to MantleBio any and all right, title and interest in Feedback.
CONFIDENTIALITY. Neither party will disclose to any third party any information that is marked as “confidential” or “proprietary” or should otherwise reasonably be considered to be confidential or proprietary (“Confidential Information”) of the other party without the express written consent of the other party, other than (a) in confidence, to its employees or contractors as necessary with respect to these Terms or (b) pursuant to an order or requirement of a court, administrative agency or other governmental body (provided that the party receiving such Confidential Information provides reasonable written notice to the other party to allow the other party to seek a protective order or otherwise contest the disclosure). In addition, neither party will use any Confidential Information of the other party other than in the performance of obligations or exercise or enforcement of rights under these Terms. Confidential Information excludes any information: (a) generally available to or known to the public absent breach of these Terms, (b) previously known to the receiving party, (c) independently developed by the receiving party outside the scope of these Terms, or (d) disclosed by a third party absent breach of its confidentiality obligations or applicable laws or regulations. For the avoidance of doubt, Customer Materials constitutes Confidential Information of Customer and MantleBio Materials constitute Confidential Information of MantleBio. Customer End User will comply with the obligations of this Section 6 and Section 7(e) as if the Customer End User were Customer.
TERM AND TERMINATION
. These Terms shall come into effect on the Effective Date and continue until terminated by either party in accordance with this Section 7 (the “Term”)
Either party may terminate these Terms for convenience upon five (5) days’ written notice to the other party.
MantleBio may further terminate these Terms immediately upon written notice to Customer in the event that a Customer End User or Customer breaches Section 4 or 5(a), or infringes or otherwise violates MantleBio’s Intellectual Property Rights in and to the Services.
MantleBio may suspend or otherwise terminate these Terms with immediate effect in the event of a material breach by a Customer End User or Customer or if MantleBio determines or believes in its discretion that continuing to provide the Services may result in harm to MantleBio, or that there is unauthorized access or misuse of the Services or MantleBio Materials, including any breach of the license restrictions set forth in Section 1 or 5(a).
In the event of any termination of these Terms, (i) each party will make no further use of any Confidential Information belonging to the other party, and will promptly return to the other party (or destroy) all Confidential Information of the other party in its possession or control, except for any archived electronic communications which may be stored confidentially, (ii) Customer’s and its Customer End Users’ right to use the Services will immediately terminate; and (iii) all rights and licenses granted hereunder will immediately cease, but the following provisions will survive any termination of these Terms: Sections 1, 2, 3, 5, 6, 7(d), 9, 10, and 11.
REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other that (a) it has all right, power and authority to enter into these Terms and (b) its duties and obligations under these Terms do not conflict with any other duties or obligations assumed by it under any agreement with another party. Customer and Customer End User each represent and warrant that MantleBio’s use of the Customer Materials in accordance with these Terms will not violate any applicable laws or regulations or infringe, misappropriate or violate any Intellectual Property Rights or other rights of any third party or cause a breach of any agreement or obligations between Customer or Customer End User and any third-party.
INDEMNIFICATION BY CUSTOMER. Customer will defend, indemnify and hold harmless MantleBio from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against MantleBio, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from any claim, suit or proceeding brought by a third-party (each, a “Claim”) against MantleBio that: (i) the Customer Materials or its use by MantleBio in accordance with these Terms infringes, misappropriates or violates a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or a Customer End User’s use of the Services or Documentation to the extent such use was not in accordance with these Terms; (iii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (iv) is based on a breach of Section 2 or 5(a) by Customer.
DISCLAIMER. THE SERVICES, MANTLEBIO MATERIALS AND ANYTHING ELSE PROVIDED BY MANTLEBIO, ITS VENDORS AND LICENSORS, AS APPLICABLE, IN CONNECTION WITH THESE TERMS ARE PROVIDED ON AN “AS IS” BASIS AND MANTLEBIO MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, THAT THE SERVICES OR MANTLEBIO MATERIAL ARE FREE FROM DEFECTS, ERRORS, INACCURACIES OR BUGS, OR THAT SERVICES COMPLY WITH GMP, GLP OR ANY OTHER REGULATIONS THAT MAY BE APPLICABLE TO CUSTOMER’S BUSINESS. Certain features and functionalities within the Services may allow Customer and its Customer End Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. MantleBio does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer and its Customer End Users to use the Third-Party Services in connection with the Services.
LIMITATION OF LIABILITY. IN NO EVENT WILL MANTLEBIO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR REVENUE, LOSS OF USE, LOST BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, OR COST OF REPLACEMENT PRODUCTS OR SERVICES, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS OR ANY SERVICES, MANTLEBIO MATERIALS, OR ANY ANYTHING ELSE PROVIDED BY MANTLEBIO HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, INTELLECTUAL PROPERTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT MANTLEBIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL MANTLEBIO’S AGGREGATE LIABILITY UNDER THESE TERMS, WHETHER BY CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY STATED REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
MISCELLANEOUS
Trademarks; Publicity. Customer End User and Customer hereby each grant to MantleBio a non-exclusive license to use and display Customer’s logos, trademarks and other identifiers, quotes and case studies for marketing or promotional purposes, including in communications with existing or potential customers, as applicable, and in connection with case studies or other publications or marketing materials publicizing Customer’s use of the Services.
Force Majeure. MantleBio will not be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations ) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.
Equitable Relief. Customer End User and Customer acknowledge that irreparable harm may be suffered by MantleBio in the event that a Customer End User or Customer breaches or threatens breach of any of its obligations or restrictions under these Terms, including with respect to MantleBio’s intellectual property rights and Confidential Information, and including the license restrictions set forth in Section 2 or 5(a). Accordingly, MantleBio will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. In the event MantleBio prevails with respect to such equitable relief, MantleBio will be entitled to reimbursement from Customer for MantleBio’s attorneys’ fees associated with the foregoing.
Notice. All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be sent to MantleBio, Inc., 2261 Market Street #5276, San Francisco, CA 94114, info@mantlebio.com, Attn: Emily Damato or to such other address as may be specified by the relevant party to the other party in accordance with this Section 12(d). Such notices will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. The parties may update their notice address as the like notice from time to time.
Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
Arbitration. Any dispute, controversy or claim arising out of or relating to these Terms, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable (“Dispute”), will be referred to and finally determined by arbitration
To the extent the Dispute is between MantleBio and a legal entity, such arbitration will be subject to this Section 12(f)(1) (and not Sections 12(f)(2) to 12(f)(8)) and in accordance with the JAMS International Arbitration Rules (“Rules”). The tribunal will consist of one arbitrator reasonably familiar with the technology and business pertaining to the products covered by these Terms, appointed in accordance with the Rules. The arbitrator shall apply the laws of the State of California to the merits of any dispute or claim, without reference to rules of conflicts of law. The place of arbitration will be San Francisco, California, United States. The arbitration and all pleadings and written evidence shall be in the English language. No award or procedural order made in the arbitration shall be published. The award in the arbitration shall be final and binding. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1–16, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court having jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, without breach of this arbitration agreement and without any abridgment of the power of the arbitrator. CUSTOMER AND MANTLEBIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s or entity’s claims with Customer’s claims, and may not otherwise preside over any form of a representative or class proceeding.
To the extent the Dispute is between MantleBio and a natural person, such arbitration will be subject to Section 12(f)(2) to 12(f)(8) (inclusive) and resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and MantleBio agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and MantleBio are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 12(f)(2) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 12(f)(3) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND MANTLEBIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 12(f)(7) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Subcontracting. MantleBio may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate. Notwithstanding anything to the contrary in these Terms, with respect to any third-party vendors including any hosting vendors (e.g. AWS), MantleBio will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors.
Export Regulation. Customer and Customer End User each affirm that it is not, and Customer confirms that none of its Customer End Users are, named on, owned by, or acting on behalf of any U.S. government denied-party list, and Customer and Customer End User each agree to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Services, software, any Customer Materials, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer End User and Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
U.S. Government End Users. The Services, related software and Documentation were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services, related software and Documentation by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer and all Customer End Users will immediately discontinue its and their use of the Services, such software and Documentation.
General. The relationship between the parties is that of independent contractors. Nothing in these Terms will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent. MantleBio may update these Terms from time to time in our sole discretion by posting the updated Terms on the Services, or sending other communications. Customer End User and Customer each acknowledge and agree that Customer End User’s continued use of the Services after MantleBio has posted an updated version of the Terms shall constitute Customer End User’s and Customer’s acceptance and agreement to the changes and the updated version of the Terms. Because the Services are evolving over time MantleBio may change or discontinue all or any part of the Services, at any time and without notice, at its sole discretion. Subject to the foregoing, no modification of or amendment to these Terms will be effective unless in writing signed by authorized representatives of both parties. MantleBio may assign or transfer these Terms without Customer End User’s or Customer’s prior written consent. Neither Customer End User nor Customer shall assign or transfer these Terms, by operation of law or otherwise, without MantleBio’s prior written consent. Any attempt by Customer End User or Customer to assign or transfer these Terms without such consent will be void. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns. Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver. If any provision of these Terms are held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect. If Customer and MantleBio have executed or in the future execute a written agreement by their duly authorized representatives governing Customer’s and any Customer End Users’ access to and use of any part of the Services (“Written SaaS Agreement”), the Written SaaS Agreement shall supersede these Terms with respect to such Services. Subject to the foregoing, these Terms are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. No provision of these Terms are intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and assigns.
