Effective starting: Jan 1, 2022
This SmartForm Assistant Reseller Agreement (the “Agreement”) is entered into by and between SmartForm Assistant Pty Ltd (“SmartForm Assistant” or “we”) and the applicable reseller (“Reseller” or “you”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. By placing an Order for SmartForm Assistant’s Offerings to resell to a Customer, you indicate your assent to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not place an Order to resell the SmartForm Assistant Offerings. Individually, either Reseller or SmartForm Assistant may be referred to as a “Party” and, together, SmartForm Assistant and Reseller may be referred to as the “Parties”.
- INTRODUCTION. This Agreement sets forth the terms and conditions that apply to Reseller’s placement of any Orders for resale of the SmartForm Assistant to a Customer.
2.1. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
2.2. “Anti-Corruption Laws” means all anti-bribery and anti-corruption laws and regulations binding on a Party’s business in connection with the performance of its obligations or exercise of its rights under this Agreement, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
2.3. “Applicable Data Protection Law” means any privacy and/or data protection laws, regulations and binding guidance that apply to the processing of Personal Data in connection with the respective Party’s performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act, as may be amended from time to time (“CCPA”) and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.
2.4. “Brand Elements” means the trademarks, service marks, names, logos, marketing collateral or similar materials provided by a SmartForm Assistant for use under this Agreement.
2.5. “Customer” means an end-user customer of an Offering.
2.6. “Customer Agreement” means the then-current version of the SmartForm Assistant Software License Agreement (available at https://www.sfassist.com/software-license-agreement), may be periodically updated by SmartForm Assistant, or other customer agreement with SmartForm Assistant for use of the applicable Offerings.
2.7. “Effective Date” means the date on which you place an Order to resell the Offerings to a Customer pursuant to this Agreement.
2.8. “List Price” means the retail list price of the Offerings as displayed at https://www.sfassist.com/pricing/ (as amended from time to time by SmartForm Assistant and may be specific to the Customer’s country).
2.9. “Offerings” means SmartForm Assistant’s products and services, including those as described at http://www.sfassist.com and as modified from time to time. The Offerings may include:
(a) SmartForm Assistant’s Chrome Extension (“Chrome Extension”),
(b) Access to SmartForm Assistant’s API (“API Access”),
(c) Any related documentation or media provided by SmartForm Assistant.
2.10. “Order” means an order for the Offerings submitted by Reseller hereunder, on behalf of a Customer or other standard ordering process designated by SmartForm Assistant.
2.11. “Personal Data” means, as applicable, “personal data” as defined under GDPR, “personal information” as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement.
2.13. “Scope of Use” means a Customer’s authorized Scope of Use for the Offerings specified in an Order, which may include: (a) number and type of users, (b) number of licenses, copies or instances or (c) entity, division, business unit, website, or other restrictions or billable units.
- RESELLER RIGHTS AND RESTRICTIONS
3.1. Resale of Offerings.
(a) Limited Right to Resell Offerings. Subject to all of the terms and conditions of this Agreement, during the Term, SmartForm Assistant grants to Reseller a one-time, non-exclusive right to resell licenses or subscriptions (as applicable) to the Offerings directly to Customers, for the Customer’s own use (i) within the applicable Scope of Use and (ii) pursuant to a Customer Agreement as further set forth in Section 4.2 (Customer Agreements and Warranties). All resales are subject to Reseller’s submission and SmartForm Assistant’s acceptance of the applicable Order in accordance with Section 7 (Orders and Payment).
(b) SmartForm Assistant-Provided Offerings. For clarity, Reseller will not act as a sublicensor or provider of the Offerings and has no right to rebrand, reframe, operate or control the Offerings. However, as to each Customer, Reseller will be solely responsible for ongoing account-related activities such as billing, collecting fees and refunds as further set forth in Section 7 (Orders and Payment).
3.2. License Restrictions. Reseller will not, and will not permit any third party to: (a) sell, provide access to, distribute or sublicense the Offerings to a third party except as expressly authorized in this Agreement; (b) incorporate the Offerings into Reseller’s products or services or resell the Offerings on a bundled or OEM basis (but this does not prohibit Reseller from listing Offerings with Reseller or third-party products on a quote or invoice provided to Customers); (c) use the Offerings for Reseller’s own benefit, or on behalf of, or to provide any product or service to, third parties (but this does not limit any separate Reseller access to Offerings under Section 5.1 (Access Through Customer Accounts)); (d) use the Offerings to develop a similar or competing product or service; (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Offerings, except to the extent expressly permitted by applicable law (and then only with prior notice to SmartForm Assistant); (f) modify or create derivative works of the Offerings; (g) copy any element of the Offerings; or (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Offerings. Without limiting the foregoing, Reseller may not market, advertise or resell the Offerings through any online store, except to the extent such restriction is prohibited by applicable law.
3.3. Non-Exclusive. The rights granted to Reseller hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit SmartForm Assistant from entering into any reseller, end-user license, services or other agreement with any party anywhere in the world either during or after the Term.
3.4. Affiliates and Contractors. SmartForm Assistant may permit its Affiliates and subcontractors to exercise its rights and fulfill its obligations under this Agreement, but remains responsible for its overall performance under this Agreement.
- CONDUCT AND OBLIGATIONS
4.1. Reseller Conduct. Reseller will represent SmartForm Assistant and the Offerings in a positive and professional manner at all times. Reseller shall ensure that any personnel who will be performing activities under this Agreement, prior to such performance, have satisfactorily completed a background investigation, reasonable for the given role, and subject to applicable law. Reseller will not (a) disparage the Offerings, (b) represent itself as an agent or employee of SmartForm Assistant, (c) engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement, or (d) make any representations, guarantees, warranties or commitments regarding the Offerings: (i) in addition to or inconsistent with those in the product descriptions provided by SmartForm Assistant with respect to the Offerings or (ii) on SmartForm Assistant’s behalf. If Reseller breaches this Section 4.1, without limiting its other remedies, SmartForm Assistant may terminate this Agreement with 10 days’ prior notice.
4.2. Customer Agreements and Warranties. Each Customer’s access to and use of the Offerings is subject to the applicable Customer Agreement. Reseller is responsible for ensuring each Customer has entered such Customer Agreement, at or before such Customer’s purchase or use of the Offerings, in a manner that is legally binding upon the Customer. Upon written request by SmartForm Assistant, Reseller will promptly deliver to SmartForm Assistant evidence of each Customer’s executed Customer Agreement. Reseller agrees to immediately notify SmartForm Assistant of any known or suspected breach of a Customer Agreement or other unauthorized use of the Offerings and to assist SmartForm Assistant in the enforcement of the terms of each Customer Agreement. SmartForm Assistant makes any warranties regarding the Offerings directly to the Customer as set forth in the Customer Agreement, and any refund provided as a remedy for such warranties will be provided in accordance with Section 7.7 (Customer Refunds and Service Credits). For clarity, Reseller has no authority to (and may not) alter, remove or negotiate the terms of the Customer Agreement.
- RESELLER ACCESS TO OFFERINGS
5.1. Access Through Customer Accounts. If Reseller receives access to Offerings directly from a Customer (e.g., in Reseller’s capacity as a contractor of Customer), then Reseller’s access or use of any Offering on behalf of a Customer will remain subject to the applicable Customer Agreement between SmartForm Assistant and such Customer, with Reseller as an “Authorized User” (or other applicable end user) of such Customer under the Customer Agreement.
5.2. No Other Access; Separate Agreements. Except as expressly provided in this Section 5, Reseller receives no other access to the Offerings in connection with this Agreement. If Reseller purchases any Offerings for its own use, its use of such Offerings will be governed by the Customer Agreement between Reseller and SmartForm Assistant and not this Agreement.
6.1. Reservation of Rights and Ownership. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Offerings (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. SmartForm Assistant and its suppliers have and will retain all rights, title and interest (including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information) in and to the Offerings, any underlying software and all copies, improvements, updates, modifications and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in Section 6.2 (Feedback)), and Reseller does not acquire any rights of ownership in any of the foregoing. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Offerings are offered by SmartForm Assistant on a license or subscription basis only.
6.2. Feedback. If Reseller provides SmartForm Assistant with feedback about the Offerings (“Feedback”), SmartForm Assistant may use the feedback without restriction. For clarity, this use right applies to any Feedback Reseller submits to SmartForm Assistant that was originally provided to Reseller by a Customer. All Feedback is provided “AS IS”.
- ORDERS AND PAYMENT
7.2. Price and Payment. The Customer will place the Order via the Affiliate Link. The Customer will be billed in the period selected by the Customer and the Reseller will receive the agreed remuneration after a waiting period of 30 days.
7.3. Taxes. To the extent that any such taxes or duties are payable by SmartForm Assistant these amounts will be reflected by the deduction of the appropriate proportion of taxes.
7.4. Records and Audit. SmartForm Assistant will maintain complete, clear and accurate records of its transactions and performance under this Agreement, including evidence of each Customer’s entry into the Customer Agreement. Upon 10 days’ advance written notice, SmartForm Assistant will furnish to Reseller records to ensure SmartForm Assistant’s compliance with this Agreement. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on SmartForm Assistant’s ordinary business activities. SmartForm Assistant will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.
7.5. Customer Refunds and Service Credits. If a Customer exercises its right under the applicable Customer Agreement to terminate an order pursuant to SmartForm Assistant’s return policy or to seek a refund or service credit, SmartForm Assistant will notify Reseller and provide SmartForm Assistant with evidence of the Customer’s request. SmartForm Assistant may, in its sole discretion request the appropriate refund from the Reseller.
- WARRANTIES AND DISCLAIMER
8.1. Warranties. Reseller represents and warrants that (a) it has the legal power and authority to enter into and perform its obligations under this Agreement, (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all laws applicable to its business in connection with its performance under this Agreement, including Applicable Data Protection Laws, import and export compliance laws and regulations and Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.
8.2. Disclaimer. the OFFERINGS, ANY SUPPORT AND ALL OTHER SERVICES ARE PROVIDED HEREUNDER “AS IS”. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR OR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
9.1. Indemnification by Reseller. Reseller will defend, indemnify and hold harmless SmartForm Assistant and its officers, directors, employees, representatives and agents from and against any third-party claim brought against such SmartForm Assistant parties, and any resulting losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to: (a) your breach or alleged breach of this Agreement or your conduct in connection with resale or marketing of the Offerings, (b) your issuance of any warranty or representation regarding SmartForm Assistant or its Offerings not specified in the Customer Agreement, or (c) your breach of Section 4.4 “Reseller Services”.
9.2. Procedures. Reseller’s obligations in this Section 9 are subject to receiving (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle a claim without the indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than ceasing use or sale of infringing materials, when SmartForm Assistant is the indemnifying Party). The indemnified Party may participate in the defense of any claim with its own counsel at its own expense.
- CONFIDENTIAL INFORMATION
10.1. Definition. “Confidential Information” means information disclosed under this Agreement that is designated by the disclosing Party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. SmartForm Assistant’s Confidential Information includes the terms and conditions of this Agreement, the Offerings, any technical or performance information about the Offerings, any non-public documentation provided by SmartForm Assistant and any new product information regarding the Offerings.
10.2. Obligations. As receiving Party, each Party will (a) hold the disclosing Party’s Confidential Information in confidence and not disclose such Confidential Information to third parties except as permitted in this Agreement and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving Party may disclose the disclosing Party’s Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.
10.3. Exclusions. These confidentiality obligations do not apply to information that the receiving Party can document (a) is or becomes public knowledge through no fault of the receiving Party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing Party’s Confidential Information. The receiving Party may disclose the disclosing Party’s Confidential Information if required by law, subpoena or court order, provided, if permitted by law, it notifies the disclosing Party in advance.
10.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.
- TERM AND TERMINATION
11.1. Term. This Agreement is effective when a Customer orders via an Affiliate Link and remains in effect for the duration of any Customer active via that Affiliate Link.
11.2. Termination. Either Party may terminate this Agreement for no reason or any reason upon 30 days’ prior written notice. Either Party may also terminate this Agreement or an applicable Order if the other Party fails to cure a material breach of this Agreement within 15 days after notice of such breach. Upon notice, SmartForm Assistant may suspend Reseller’s participation as a reseller for breach of this Agreement or may terminate this Agreement if SmartForm Assistant ceases to offer the SmartForm Assistant Reseller Program or determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation, Customers or users. Except where an exclusive remedy may be specified in this Agreement, termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
11.3. Consequences of Termination. Upon any expiration or termination of this Agreement, Reseller will (a) cease to be an authorized reseller of Offerings, (b) immediately cease all advertising, marketing and other resale activities with respect to the Offerings, (c) cease use of the Offerings to the extent permitted under the Agreement, and any Brand Elements or other SmartForm Assistant resources provided under this Agreement and destroy any and all copies of such Offerings and Brand Elements, (d) immediately pay SmartForm Assistant any outstanding unpaid amounts and (e) pay SmartForm Assistant the amounts, if any, which come due under any Order accepted prior to the date of termination as such amounts come due. In addition, upon any expiration or termination of this Agreement, each Party will return or destroy (at the other Party’s option) any Confidential Information of the other Party in its possession or control, provided that each Party may maintain reasonable copies to the extent required by applicable law or for archiving purposes in accordance with its record retention policies.
11.4. Customer Agreements. Any Customer licenses or subscriptions granted prior to the termination of the Agreement will survive in accordance with the terms of the applicable Customer Agreement, provided that in no event may such licenses be extended or renewed without the prior written consent of SmartForm Assistant. The Parties agree to continue cooperating to carry out an orderly termination of their relationship, and to the extent a Customer desires to purchase Offerings (including renewals and increasing user tiers) following termination of the Agreement, Reseller will refer the Customer to SmartForm Assistant and fully cooperate with SmartForm Assistant in connection therewith. SmartForm Assistant will have no liability to Reseller of any type arising from termination of this Agreement in accordance with its terms. To the extent a Customer notifies Reseller or SmartForm Assistant that it wishes to terminate an order with Reseller prior to the Subscription Term End Date as set forth in such order with Reseller in accordance with the Customer’s terms with the Reseller, and purchase Offerings through another SmartForm Assistant reseller or SmartForm Assistant, then Reseller agrees to reasonably cooperate with SmartForm Assistant in transferring applicable access or other requisite rights to the Offerings under the terminated Order to Customer or Customer’s selected alternate reseller.
11.5. Survival. Sections 2 (Definitions), 3.2 (License Restrictions), 3.3 (Non-Exclusive), 4.4 (Reseller Services), 6 (Ownership), 7.2 (Price and Payment) (with respect to payment obligations accrued as of the date of expiration or any termination), 7.5 (Taxes), 7.6 (Records and Audit), 7.7 (Customer Refunds and Service Credits), 8.2 (Disclaimer), 9 (Indemnification), 10 (Confidential Information), 11 (Term and Termination), 12 (Limitation of Liability), 13 (Dispute Resolution), 15 (Changes to Agreement) and 16 (General Provisions) will survive any termination of this Agreement.
- LIMITATION OF LIABILITY
12.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR AFFILIATES) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
12.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND AFFILIATES’) AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY RESELLER TO SMARTFORM ASSISTANT WITH RESPECT TO THE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.
12.3. Excluded Claims. “Excluded Claims” means (a) Reseller’s breach of Sections 3 (Reseller Rights and Restrictions), 4 (Conduct and Obligations), (b) amounts payable to third parties by Reseller under Section 9 (Indemnification) or (c) either Party’s breach of Section 10 (Confidential Information).
12.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
- DISPUTE RESOLUTION
13.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California, and both parties submit to the personal jurisdiction of those courts.
13.2. Injunctive Relief; Enforcement. Notwithstanding Section 13.1 (Governing Law; Jurisdiction and Venue), nothing in this Agreement will prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
- EXPORT RESTRICTIONS. Reseller agrees to comply with all relevant U.S. and foreign export and import laws in using the Offerings. Without limiting the foregoing, (a) Reseller represents and warrants that it is not, and that it will not market or resell the Offerings to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (b) Reseller will not (and will not permit any of its users to) access or use the Offerings in violation of any U.S. export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations.
- CHANGES TO AGREEMENT. SmartForm Assistant may update this Agreement from time-to-time at its sole discretion by posting the updated terms to this site or a successor site. The version of this Agreement in place at the time each Order is submitted is the version that will govern such Order. Except as provided in this Section 15, all changes or amendments to this Agreement require the written agreement of you and SmartForm Assistant.
- GENERAL PROVISIONS
16.1. Contact Information. Except as otherwise set out in this Agreement, please direct your communications concerning this Agreement to email@example.com. SmartForm Assistant may send you notices to your email address that is on file with SmartForm Assistant, which you have provided when placing an Order, or through your SmartForm Assistant account.
16.2. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.
16.3. Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent. As an exception to the foregoing, either Party may assign this Agreement in its entirety to an Affiliate, or to its successor resulting from a merger, acquisition or sale of all or substantially all of its assets or voting securities, provided that the assignee is financially and technically able to, and agrees in writing to, assume all of assignor’s obligations under this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Subject to the foregoing, this Agreement will inure to the Parties’ permitted successors and assigns.
16.4. Entire Agreement. This Agreement, constitutes the entire, complete and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply: 1) the Order, 2) this Agreement and 3) any other terms or documentation attached hereto or referenced herein. Except for an Order executed by SmartForm Assistant, no purchase order or ordering documents which purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.
16.5. Waivers; Severability. No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
16.6. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants), and “hereunder” refers to this Agreement in its entirety. Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
16.7. Independent Contractors. The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.