Master Service Agreement
This Master Service Agreement (this “Agreement”) constitutes a binding contract between DoControl Inc. ("we", "us", "our" or "DoControl"), and the customer (“Customer”) identified in the Service Entitlement (as defined below), to which this Agreement is appended.
WHEREAS, DoControl develops and operates a solution providing businesses a modern security layer enforcing advanced security features on the multiple third party SaaS Applications they use, regardless of each SaaS application’s underlying capabilities (the “Service”); and WHEREAS Customer is interested in using the Service internally within Customer’s organization. NOW THEREFORE, in consideration of the mutual covenants hereinafter, by Customer signing an Insertion Order or enrolling online to the Service and assenting to this Agreement, the Parties agree as follows:
1.1. “Applications” means those SaaS-based third-party web applications and online services used by the organization and which the Customer has configured to interconnect with the Service, such as, by way of example only, Dropbox, OneDrive.
1.2. “Feedback” means information or content concerning enhancements, changes or additions to the Service or other DoControl offerings, that are requested, desired or suggested by the Customer or its Users.
1.3. “Output Data” means the various reports, alerts, analytics, recommendations, notices, and other types of information and data that the Service may generate, provide or make available to Customer.
1.4.“Contextual Data” means information: (a) that identifies or depicts the Customer’s content that is controlled or monitored through the Service, such as, by way of example only, file names; or (b) that identifies individuals who have a bearing to the Customer’s content that is controlled or monitored through the Service, such as, by way of example only, sender or recipient name, user name or email address.
1.5. "Service Data” means the data collected and processed in the course of providing the Service about the Customer’s use of the Service, performance of the Service, its compatibility and interoperability, but excluding Contextual Data.
1.6. “Service Entitlement” means either the insertion order Customer has signed, or the enrollment plan Customer has selected and agreed to online, in each case specifying, among others, the Customer’s details, the fees applicable to this Agreement, the Service usage metrics and parameters and limitations for the Customer and the particulars of any support and maintenance scheme for the Service. Such Service Entitlement is incorporated by reference to this Agreement, and constitutes an integral part of it.
1.7. “Term” means the period of this Agreement as specified in Section 12 below.
1.8. “Users” means those employees, consultants and agents that Customer designates to use and deal with the Service.
2. Access to the Service
2.1. Subject to the provisions this Agreement, DoControl grants Customer a non-exclusive, non-transferable, non-
sub-licenseable, limited, revocable right for Customer's Users who are permitted to access the Services by
Customer to access to use the Service (as specified an detailed in section 3 below) during the Term, internally
within the Customer’s organization, pursuant to the usage parameters, limits and metrics specified in the
Service Entitlement and any other instructions and technical documentation provided by DoControl from
time to time ("Documentation"). Customer hereby grants DoControl, during the Term, a non-exclusive,
royalty-free, worldwide license to use, reproduce, and prepare derivative works of all Contextual Data and
Output Data, solely to permit DoControl to perform the Services as contemplated hereunder, all subject to
DoControl’s compliance with applicable law.
2.2. Customer must ensure that all its Users fully comply with this Agreement. Customer shall be liable to DoControl for
all acts or omissions of those that use and deal with the Service on its behalf, as though Customer had performed
those acts or omissions.
3. Responsibilities, Authorizations andApplications
3.1. The Customer is exclusively responsible for defining its desired security preferences on the Service, such as
data retention policy and temporary sharing policy, (the “Policies”). DoControl shall have no liability
whatsoever for any consequences of Customer defining or not defining Policies.
3.2. Customer instructs and authorizes DoControl to interconnect the Service with the Applications, using the
credentials that the Customer specifically provides, configures and confirms for this purpose through the
Service’s user interface (“Authorizations”). Customer acknowledges that DoControl will use the
Authorizations in order to implement Customer’s Policies by transmitting commands and instructions to the
Applications. Customer warrants to DoControl that it is lawfully permitted to provide the Authorizations to
3.3. The Customer acknowledges that the Applications are owned and operated by third-party providers, not
DoControl. DoControl makes no warranties whatsoever regarding the quality, features, performance or
security capabilities of the Applications. DoControl does not warrant represent, endorse, support or
guarantee the completeness, truthfulness, accuracy, reliability, performance, fitness for purpose or any other
attributes of any of the Applications, nor shall DoControl be responsible for reviewing or attempting to verify
the accuracy or currency of any of the Applications. Customer acknowledges that: (a) Customer and/or its
Users may be required to enter into certain agreements with the owner(s) or licensor(s) of the Applications;
and (b) in the event the relevant agreements are not entered into, Customer and/or its Users may be unable
to access: (i) the Applications; and/or (ii) any or all of those elements of the Service that permits or enables
Customer and/or its Users to search for, find, store, manage, access or use such Application. To the fullest
extent permitted by law, Customer expressly disclaims any and all express or implied terms of any nature
relating to the Applications. As between Customer and DoControl, Customer is solely responsible for: (a) any
Applications installed in, used with or accessed via the Services; (b) determining the suitability of any of the
Applications for its intended use by Customer; and (c) as necessary for its intended use, verifying the
authenticity and accuracy of the Application prior to using it.
3.4. Customer undertakes to use the Services, all related software, and Documentation provided by DoControl in
compliance with all applicable laws and regulations, including but not limited to applicable data security and
privacy laws. Customer represents and warrants that no third party agreement prevents it from using the
Services, all related software, and Documentation as contemplated hereunder.
3.5. Customer and its Users shall not: (i) sublicense, transfer and/or assign the Service or any part thereof to any
third party, or allow any third parties to use the Service; (ii) remove, or in any manner alter, any product
identification, proprietary, trademark, copyright or other notices contained in the Service or Documentation;
(iii) work around any technical limitations of the Service or use any tool to enable features or functionalities
that are otherwise disabled, inaccessible or undocumented in the Service; (iv) breach the security of the
Service, identify, probe or scan any security vulnerabilities in the Service; (v) use robots, crawlers and similar
applications to scrape, harvest, collect or compile content from or through the Service; (vi) enhance,
supplement, modify, adapt, decompile, disseminate, disassemble, recreate, generate, reverse assemble,
reverse compile, reverse engineer, or otherwise attempt to identify the underlying source code of the
Service; (vii) not copy any features, functions or graphics of the Services or Documentation, or create
derivative works of the Services, or use the Service in order to develop or create (or permit others to develop
or create) a product or service similar or competitive to the Service; (viii) not represent that it possesses any
proprietary interest in the Service, Documentation or any part or derivative thereof; (ix) not directly or
indirectly, take any action to contest DoControl's intellectual property rights or infringe them in any way; or
(x) except as specifically permitted in writing by DoControl, not use the name, trademarks, trade-names, and
logos of DoControl, or take any action, directly or indirectly, to register DoControl's trademarks, copyrights or
domain names (or any variation of the foregoing), in its own name, and shall provide commercially
reasonable assistance to DoControl to prevent the occurrence of such activity by any third parties.
4. Intellectual Property
4.1. The Service, Documentation and any part thereof, including any and all derivatives, changes and
improvements thereof, are a proprietary offering of DoControl, protected under copyright laws and
international copyright treaties, patent law, trade secret law and other intellectual property rights of general
applicability. The Service is offered to Customer for use and access only in accordance with the terms of this
Agreement and is not sold in any other way.
4.2. Customer may provide DoControl with Feedback, including information pertaining to bugs, errors and
malfunctions of the Service, performance of the Service, the Service’s compatibility and interoperability, and
information or content concerning enhancements, changes or additions to the Service that Customer
requests, desires or suggests. Customer hereby assigns all right, title and interest in and to the Feedback to
DoControl, including the right to make commercial use thereof, for any purpose DoControl deems
appropriate, on a strictly anonymized and non-identifiable basis.
4.3. Except as provided herein with respect to Customer’s Output Data and Customer’s limited access to use the
Service according to this Agreement, this Agreement does not grant or assigns to Customer, any other
license, right, title, or interest in or to the Service and Output Data or the intellectual property rights
associated with them. All rights, title and interest, including copyrights, patents, trademarks, trade names,
trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the
Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the
Service, whether or not based on or resulting from Feedback, but excluding Contextual Data, are and will
remain at all times, owned by, or licensed, to DoControl.
4.4. WE DO NOT CLAIM OWNERSHIP OVER CONTEXTUAL DATA. WHEN YOUR USE OF THE SERVICE INVOLVES
CONTEXTUAL DATA, YOU REPRESENT AND WARRANT TO US THAT YOU ARE LAWFULLY PERMITTED TO HAVE
US PROCESS THE CONTEXTUAL DATA FOR THE PROVISION OF THE SERVICE TO YOU.
5.5. Subject to Customer’s written consent, and notwithstanding anything to the contrary herein, DoControl may
identify Customer as a customer and indicate Customer as a user of the Service on its website and in other
online or offline marketing materials and press releases. Customer hereby grants DoControl a worldwide,
non-exclusive, non-transferable, royalty-free and free of charge, license, to use Customer’s name, logo, and
website URL on its website and in other online or offline marketing materials relating to the Service.
DoControl will use this content strictly in accordance with any usage guidelines sent by Customer in advance.
5.1. ”Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to
the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer
lists, lists of prospective customers, technical, financial or other proprietary or confidential information of
the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models,
research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes,
samples, analyses, computer programs, trade secrets, data, methodologies, techniques, non-published
patent applications and any other data or information, as well as improvements and know-how related
thereto, whether disclosed orally or in writing, that is designated as confidential or that reasonably should
be understood to be confidential or proprietary given the nature of the information and/or the
circumstances of its disclosure.
5.2. Contextual Data and Output Data are considered Customer’s Confidential Information and Service Data is
considered DoControl’s Confidential Information.
5.3. Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in
no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or
publication of its own confidential information. Receiving Party may use this Confidential Information only for
the purpose of performing its obligations under this Agreement.
5.4. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently
becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's
possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by
written records that it had rightfully obtained the same from a third party who has the right to transfer or
disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior
written approval for disclosure.
5.5. Notwithstanding the foregoing, Confidential Information may be disclosed pursuant to a binding order or
request by court or other governmental authority, or a binding provision of applicable law, provided that, to
the extent permissible, (i) Receiving Party provide the Disclosing Party notice of the requested disclosure as
soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or
preventive order; and (ii) Receiving Party will disclose only such information as is legally required and will use
reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
6. Data Protection and Privacy
6.1. Customer acknowledges and agrees that DoControl itself or trusted third-parties (such as Application
providers) may handle and use the data as follows: (i) DoControl may use the Contextual Data and the Output
Data to provide the Service to Customer, and conduct administrative and technical activities necessary to
maintain and provide the Service; (ii) DoControl may use the Service Data to conduct analysis or generate
metrics related to the Service; (iii) DoControl may use the Service Data for commercial and marketing
purposes, publication of case studies and white papers (only in a form not identifying the Customer and its
Users); (iv) DoControl may use the Service Data, Output Data and Contextual Data, to bill and collect fees,
enforce this Agreement and take any action in any case of dispute, or legal proceeding of any kind involving
Customer with respect to the Service; (v) DoControl may use the Service Data, Output Data and Contextual
Data, to prevent fraud, misappropriation, infringements, and other illegal activities and misuse of the Service;
and (vi) DoControl may use the Service Data, to develop new products and services, and for research and
testing, provided that no information identifying the Customer and its Users is publicly shared.
6.2. DoControl may disclose or share Service Data, Output Data and Contextual Data, if required, or if it
reasonably believes that it is required, by law, pursuant to a subpoena, order, or decree, issued by a
competent judicial or administrative authority, provided that, to the extent legally permitted, DoControl will
endeavor to give Customer prompt notice of the requirement prior to such disclosure, to allow Customer, at
Customer’s cost and expense, to intervene and protect its interests in the data.
6.3. Subject to the foregoing, DoControl will take precautions to maintain the confidentiality of the Output Data
and Contextual Data, in a manner no less protective than it uses to protect its own similar assets, but in no
event less than reasonable care. DoControl will not use or disclose Customer’s Data except as described
above or otherwise subject to Customer’s express, prior, written permission. DoControl’s personnel, staff,
advisors, sub-contractors and consultants will access Customer’s Service Data on a strict 'need to know' basis,
subject to this Agreement.
6.4. The Service does not provide, and is not intended as, data back-up service. DoControl may delete Customer’s
Data from the Service upon termination of this Agreement. Customer is responsible for maintaining back-up
copies of its data.
6.5. The processing and collection of Personal Data (as defined in the DPA) which may occur in the course of the
provision of the Services is regulated by the Data Processing Addendum available upon request
7. Technical Support
DoControl, either directly or with the assistance of third parties, will endeavor to provide
Customer technical support for technical pursuant to the particulars specified in the Service Entitlement. DoControl
will attempt to respond to Customer’s technical questions, problems and inquiries as soon as practicably possible.
However, DoControl makes no warranties to the successful or satisfactory resolution of the question, problem or
inquiry; and may decline to provide such support for matters that it deems, in its sole discretion, to require
unreasonable time, effort, costs or expenses. For the purpose of the provision of technical support for Customer’s
technical questions, problems and inquiries, Customer will cooperate, and work closely with DoControl, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as DoControl reasonably
8.1. In consideration for the Service, Customer will pay DoControl the fees specified in the Service Entitlement
according to the payment schemes, payment terms and payment cycles specified therein. Fees quoted in the
Service Entitlement are exclusive of any sales tax, VAT, and transaction charges. Customer shall bear such
taxes and charges.
8.2. All Customer’s payment obligations to DoControl are non-cancelable and all amounts paid in connection with
the Service are non-refundable. Customer is responsible for paying all fees applicable to its subscription to
the Service, whether or not it actively used, accessed or otherwise benefited from the Service.
8.3. Unless set forth otherwise in the Service Entitlement, amounts are due and payable to DoControl within
thirty (30) days of receipt of the applicable invoice.
8.4. Failure to settle any overdue fee within twenty one (21) calendar days of its original due date will constitute a
material breach of this Agreement and, without limiting any remedies available to DoControl, DoControl may:
(i) terminate these this Agreement; or (ii) suspend performance of or access to the Service, until payment is
made current. Late payments shall bear interest at the rate of one-and-a-half percent (1.5%) per annum.
Customer will reimburse DoControl for all legal costs and attorney fees DoControl incurs in the course of
collecting Customer’s overdue fees.
8.5. All fees are quoted in US Dollars and Customer shall pay DoControl in US Dollars, unless stated differently in
the Service Entitlement. Fees are payable by the methods indicated in the Service Entitlement.
9. Term and Termination
9.1. Unless specifically stated otherwise in the Service Entitlement, this Agreement will be in effect for the initial
period set forth in the Service Entitlement and it will automatically renew for successive 1-year period(s)
thereafter unless terminated by either party through a written notice submitted to the other party at least 60
days prior to the then applicable term (the “Term”). In the absence of any other agreement between the
parties to the contrary, the terms set forth in the Service Entitlement with respect to the initial Term
(including, without limitation, the number of users and fees) shall apply to any subsequent renewal Term.
9.2. Notwithstanding the above, either party may terminate this agreement: (i) In the event of a breach of this
Agreement by the other party, where the breach remains uncured for thirty (30) days following written
notice thereof from the non-breaching party to the breaching party, but if a breach is of a nature that cannot
be cured, then the non-breaching party may terminate the Agreement immediately upon notice to the other
party; (ii) If the terminating party is required to do so by law; (iii) If the other party becomes or is declared
insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether
voluntary or involuntary) which proceedings are not dismissed within sixty (60) days of their commencement,
makes an assignment for the benefit of creditors, or takes or is subject to any such other comparable action
in any relevant jurisdiction.
9.3. Immediately upon termination of this Agreement: (i) DoControl may terminate Customers’ account on the
Service and delete the Output Data and Contextual Data (if stored) in its systems; (ii) Customer shall cease
any and all use of the Service; (iii) DoControl will charge Customer for all then-outstanding Service fees (if
any). Sections in this Agreement that by their purpose of nature should survive termination of this
Agreement, will so survive.
10. No Warranty; Limitation on Liability.Term and Termination
10.1. DoControl will endeavor to have the Service operate properly in all material respects and be provided in a
professional manner consistent with industry standards and that it has and will maintain all necessary
licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
However, as a service that relies on back-end software, infrastructure, servers, third party networks and continuous internet connectivity, it cannot guarantee that the Service will operate in an uninterrupted or
error-free manner, or that it will always be available, free from errors, omissions or malfunctions.
10.2. If DoControl becomes aware of any failure or malfunction, it shall attempt to regain the Service’s availability
as soon as practicable. However, such incidents will not be considered a breach of this Agreement.
10.3. THE SERVICE IS PROVIDED “AS IS”. DOCONTROL HEREBY DISCLAIMS ALL WARRANTIES AND
REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND THE OUTPUT DATA,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY,
ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE.
10.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL
MISCONDUCT, THE INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS DOCONTROL,
INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS
BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR
PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES
AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER
FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THIS
AGREEMENT, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, THE OUTPUT DATA, ANY RELIANCE UPON
THE OUTPUT DATA OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE OR
THE OUTPUT DATA.
10.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL
MISCONDUCT, OR THE INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, THE TOTAL
AND AGGREGATE LIABILITY OF DOCONTROL (INCLUDING ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS,
SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF), FOR DIRECT DAMAGES ARISING OUT OF
OR RELATED TO THIS AGREEMENT, THE SERVICE OR THE OUTPUT DATA, SHALL BE LIMITED TO THE FEES
PAYABLE TO DOCONTROL FOR THE SERVICE IN THE PRECEDING 12 MONTHS PRIOR TO THE EVENT
PURPORTEDLY GIVING RISE TO THE CLAIM OCCURRED.
Customer agrees to indemnify and hold harmless DoControl and its directors, officers, employees,
and subcontractors, upon DoControl’s request and at Customer’s expense, from, and against, any damages, loss,
costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third party
complaint, claim, plea, or demand in connection with Customer’s breach of Sections 3 - 5 in this Agreement. If
DoControl seeks indemnification from Customer, it shall provide Customer with (i) prompt written notice of any
indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense of such indemnifiable claim and
any related settlement negotiations, at Customer’s expense; and (iii) exclusive control over the defense or
settlement of such indemnifiable claim, provided, however, that DoControl may settle or reach compromise on any
such claim without Customer’s consent, if and to the extent such settlement or compromise does not impose any
liability (monetary, criminal or otherwise) on Customer. DoControl shall have the right to participate, at its own
expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of its
12. Governing Law and Jurisdiction
Regardless of Customer’s jurisdiction of incorporation, the jurisdiction where it
engages in business, or accesses the Service from, this Agreement and Customer’s use of the Service will be
exclusively governed by and construed in accordance with the laws of the State of New York, excluding any
otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction
other than the State of New York. Any dispute, controversy or claim which may arise out of or in connection with
this Agreement or the Service, shall be submitted to the sole and exclusive jurisdiction and venue of the Federal and
State courts located in New York County, New York. Subject to Section 13.2 below, the Parties hereby expressly
consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto
including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens.
Notwithstanding the foregoing, DoControl may also lodge a claim against Customer: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against DoControl; and (b) for interim, emergency or
injunctive relief in any other court having general jurisdiction over Customer.
13.1. Assignment. Customer may not assign this Agreement without obtaining DoControl’s prior written consent.
Any purported assignment without DoControl’s prior written consent is void. To the greatest extent
permissible by law, DoControl may assign these Terms and any Service Entitlement in their entirety, including
all right, duties, liabilities, performances and obligations herein, (i) to any affiliate of DoControl as part of an
internal reorganization; or (ii) to a third-party, upon a merger, acquisition, change of control or the sale of all
or substantially all of DoControl’s equity or assets, without obtaining Customer’s specific consent,. By virtue
of such assignment, the assignee assumes DoControl’s stead, including all right, duties, liabilities,
performances and obligations hereunder, and DoControl shall be released therefrom.
13.2. Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent
contractors, and neither Party is an agent, partner, joint venturer or employee of the other.
13.3. Subcontracting. DoControl may subcontract or delegate the performance of its obligations under this
Agreement, or the provision of the Service (or any part thereof), to any third party of its choosing, provided
however, that it remains liable to Customer for the performance of its obligations under this Agreement.
13.4. Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between
the Parties concerning the subject matter herein and supersede all prior oral or written statements,
understandings, negotiations and representations with respect to the subject matter herein. If any provision
of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent
with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the
remaining provisions will remain in full force and effect. DoControl reserve the right to change or modify
time. Any such change or modification will be effective immediately upon posting to the Service. We will take
reasonable steps to notify you of any changes or modifications, but you agree to review the Services
periodically to be aware of any changes or modifications. Notwithstanding anything to the contrary, your
continued use of the Services and any other DoControl-provided services will be deemed your conclusive
acceptance of all such changed or modified terms and conditions.
13.5. No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to
have waived any breach, by the other Party, of any terms or provisions of this Agreement. The waiver, by
either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing
waiver of such breach.