Terms and Conditions of Services
Terms and Conditions of Services (the “Agreement” or “Terms and Conditions”) is entered into between Vidurama, Inc. a Delaware corporation (the “Company”) and you (the “Customer” or “you”). Vidurama through its dashboard (the “Dashboard”), TrueLark, provides you with front desk assistant services (the “Services”). The Company and the Customer are hereinafter sometimes referred to as the “Parties” and individually as a “Party.” This Agreement sets forth the terms and condition of our Services. This Agreement supersedes any click-through Agreement required in order to access or use the Services. If you do not agree to the following terms and conditions, then please do not access or use our Services.
This Agreement is effective (“Effective Date”) on the earlier of (a) the date the Parties create an Account, (b) the date the Parties execute a Service Agreement, or (c) the date you first access or use the Services.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AND CONDITIONS ARE BINDING ON YOU AND CONTAIN A BINDING AND MANDATORY CUSTOMER ARBITRATION AND CLASS ACTION WAIVER PROVISION. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY ESTABLISHING AN ACCOUNT, USING THE DASHBOARD AND/OR OUR SERVICES, AND/OR NAVIGATING OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE DASHBOARD AND/ OR THE SERVICES.
1. Services and Access to Services.
1.1 Subscription Grant. Subject to these Terms and Conditions, Company grants to Customer a limited, non-perpetual, non-exclusive, worldwide, non-sublicensable, non-transferable, non-assignable, revocable access to use the Dashboard and the Services for its internal business purpose
1.2 Description of the Services and Dashboard.
A. Services. Company provides Customer with tools for managing and automating phone, text, and chat-based guest communication, including, for answering questions, coordinating with staff regarding an appointment, as well as appointment scheduling and management.
B. Dashboard. Dashboard means either website application or the mobile application through which you may access Company’s Services.
C. Account. In order to access our Services or the Dashboard, you will have to establish an Account. Your login credentials for your Account are confidential. Please do not share them with anyone. If the Account is created on behalf of a Company, please do not share the login credentials with anyone who is not authorized to access the Account.
1.3 Reservation of Rights. Except for the access rights granted in Section 1.1, nothing in this Agreement grants any title or ownership interest in or to any Intellectual Property Rights (which mean all rights granted, applied for or otherwise now or hereafter in existence under or related to any patents, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world) in or relating to, the Dashboard, or the Service or materials supplied by Third-Parties (“Third-Party Materials”), whether expressly, by implication, estoppel or otherwise. All title and ownership interest in and to the Dashboard and the Services, the Third-Party Materials are and will remain with Company and the respective rights holders in the Third-Party Materials.
1.4 Authorization Limitations and Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, directly or indirectly, and will not permit or authorize third parties to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, mine data from Company’s systems, ideas or algorithms of the Software, documentation or data related to the Service; modify, translate, or create derivative works based on the Software; (ii) rent, lease, or otherwise permit third parties to use the Services; (iii) use the Service to provide services to third parties (e.g., as a service bureau or timesharing); nor (iv) circumvent or disable any security or other technological features or measures of the Service or Dashboard; nor (v) or remove any proprietary notices or labels.
1.5 Setting up the Dashboard and Access to Services. Customers agree that it is their responsibility to ensure that the Dashboard and the access to Services is set-up properly, including giving proper access to Dashboard and Services so that Services can be properly rendered.
1.6 Data Access. Customer authorizes access to all relevant API and booking software needed by TrueLark to deliver Services.
1.7 Intended use and restrictions. (a) TrueLark should not be used to send or request for guest specific health or diagnostic information. (b) TrueLark Lead Engage service is designed to respond to guest-initiated submissions with suitable consent from the guest to receive text responses. It is not designed to support bulk submissions by the Customer or related party. (c) TrueLark Outreach service is intended for transactional communication with opted-in guests. Customer bears full responsibility for complying with Telephone Consumer Protection Act (TCPA) and any other rules and regulations in the local jurisdiction related to SMS-based promotional and transactional messaging.
2. Payment; Taxes.
2.1 Fees. The Company will bill Customer for the Services every month, based on the plan chosen by the Customer. The Fees are non-refundable and not subject to allocation. Company uses third-party payment processing partner to process payment of fees and Company does not store or collect your payment details. However, Company reserves the right to suspend your access to Services, if you haven’t provided credit card details to our third-party payment processing partner. Furthermore, upon entering your payment information, we reserve the right to automatically process any due and undisputed charges for usage of Services.
2.2 Taxes. Customer will, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on Company’s net income. Customer agrees to indemnify, defend, and hold Company, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Customer’s failure to report or pay any such taxes, duties or assessments.
2.3 Payment Terms. Customer will pay all Fees and any reimbursable expenses in accordance with the plan. Customer will submit the payment details to Company’s payment partner and Customer will make all payments hereunder in US dollars through Company’s payment partner. Customer will make payments to the address or account as the Parties agree to and may specify in writing from time to time.
2.4 Late Payment. If Customer fails to make any non-disputed payment when due then, in addition to all other remedies that may be available, Company may charge interest on the past due amount at the rate of 1.5% per month, or the maximum allowable under applicable law, whichever is lower. Customer will reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and if such failure to pay continues for thirty days following written notice thereof, Company may suspend performance of the Dashboard or the Service until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.
3. Intellectual Property Rights.
3.1 Services and Company Materials. All right, title and interest in and to the Dashboard and the Services, any changes, corrections, bug fixes, enhancements, customizations, updates and other modifications thereto including all Intellectual Property Rights therein, are and will remain with the Company and the respective rights holders in the Third-Party Materials. Customer has no right, license or authorization with respect to any of the Dashboard and the Services except as expressly set forth herein. All other rights in and to the Dashboard and the Services are expressly reserved by Company and the respective third-party licensors.
3.2 Consent to Use Customer Data. Subject to the terms and conditions of this Agreement, the Customer hereby grants Company a limited, non-transferable, non-exclusive, non-sub licensable, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the data provided by the Customer ( the “Customer Data”) for quality control, to improve the quality of the Dashboard and the Services.
3.3 Limited Trademark License; Marketing Materials. Customer hereby grants Company a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited term license to use Customer’s Marks solely for the purpose of aligning the appearance of the Product to Customer’s branding and only as specifically authorized by, and subject to any restrictions stated in, this Agreement.
3.4 Company’s IP Rights. Customer acknowledges that Company owns all right, title and interest in and to its intellectual properties, including, without limitation, Company’s Dashboard, the Services, all of Company’s trademarks, trade names, service marks, trade dress or other designation, copyrights, trade secrets, patents, designs, computer aided design models, footwear profiles, if any, in each case, whether presently existing or later developed by Company.
3.5 No Rights Transferred. The Parties agree that nothing herein shall give either Party any right, title or interest in any of the other Party’s intellectual property rights, or except as provided herein, any right to use any of the other Party’s intellectual property rights in any way.
3.6 Grant of Limited Right to Name and Logo. Each Party hereby grants the other Party a limited, non-exclusive, royalty free right and license to use its name and logo for the purposes of (i) marketing promotions; and (ii) communication to the public of the affiliation between the Parties. Each Party agrees that any use of the other Party’s name and/or logo as provided for above shall be approved in advance in writing by the Party granting such license, provided that such approval shall not be unreasonably withheld.
4. Representations and Warranty.
4.1 Company Warranty. Company warrants to Customer that during the Term, (a) the Dashboard and the Services will perform substantially in accordance with the terms of documentation associated therewith, but Company does not warrant the accuracy of the data recorded pursuant to the Services; (b) Company has the right to grant the licenses granted under this Agreement, and (c) Company has the necessary resources, expertise, and personnel to perform the Services in a professional manner according to the terms and conditions of this Agreement. The foregoing warranty in clause (a) will not apply to performance issues of the Company System (i) caused solely by factors outside of Company’s reasonable control; (ii) that result solely from any improper actions or inactions of Customer or any third parties; or (iii) that result solely from Customer’s data structure, operating environment or equipment.
4.2 Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4, THE DASHBOARD, THE SERVICES, AND COMPANY MATERIALS ARE PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER THEORY OF LIABILITY. SPECIFICALLY, COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY OF DATA RECORDED OR PROCESSED BY COMPANY PURSUANT TO PROVIDING SERVICES AND/OR ANY LOSS, INCLUDING FINANCIAL LOSS, CAUSED TO THE COMPANY PURSUANT TO PROVIDING SERVICES. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE APPLICATIONS, THE DASHBOARD, THE SOFTWARE, THE SERVICES OR COMPANY MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
5. Term and Termination.
5.1 Term. Unless otherwise specified in a Service Agreement, the term of this Agreement will be 12 months (“Subscription Term”). The Subscription Term commences on the Effective Date and will automatically renew for the same length of term (“Renewal Term”) until either Party terminates in accordance with this Agreement. Unless otherwise specified in a Service Agreement, Subscription Fees during any Renewal Term will increase in accordance with the 12 months CPI index published by the U.S. Bureau of Labor Statistics.
5.2 Termination. We reserve the right to suspend or terminate your access to the Services with notice to you if:
(a) you’re in breach of this Agreement,
(b) you’re using the Services or our Dashboard in a manner that would cause a real risk of harm or loss to us or other users; or
(c) If you have not paid fees for usage of Services and Dashboard.
We will provide you with reasonable advance notice via the email address associated with your Account to remedy the activity that prompted us to contact you and give you the opportunity to export Customer Data from our Services or Dashboard, if applicable. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services
5.3 We won’t provide notice before termination where
(a) you’re in material breach of this Agreement;
(b) doing so would cause us legal liability or compromise our ability to provide the Services or Dashboard to our other users, or
(c) we’re prohibited from doing so by law.
5.4 Cancellation. Customer may submit a request to cancel Services a minimum of thirty (30) days prior to the expiration of the Term via email to [email protected].
5.5 Survival. Sections 2-12 will survive termination of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement will expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration will survive such termination.
5.6 Effect of Termination. If your Account is terminated under this Section or pursuant to any other provision of this Agreement, then all the unpaid and undisputed fees for using the Services, including any charges and expenses, owed through the term of this Agreement and/or applicable Service Agreement will become immediately due and payable. Furthermore, you will also no longer have access to any information that you have provided to us, such as, but not limited to your voicemails, etc., and the access to Dashboard or our Services. After termination, we will not be responsible for disconnecting the access that you have granted us, including the access to your phone line, pursuant to this Agreement, or deleting our APIs or extensions. You are responsible for making sure that we don’t have access to your systems and that you have revokes or terminated such access pursuant to such termination of services. You agree to indemnify, defend and hold us harmless against any action pursuant to your failure to follow the obligations under this Section 5.6.
6. Confidentiality. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Party agrees that a breach of this Section 6 may result in immediate and irreparable harm to the Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction or permanent injunction without the posting of a bond or other security.
7. Limitation on Damages.
7.1 EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. IN NO EVENT WILL A PARTY OR ANY OF ITS AFFILIATES, EMPOYEES, DIRECTORS, OFFICERS,LICENSORS, SERVICE COMPANYS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (D) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
7.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF A PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR SERVICES PROVIDED UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. EACH PARTY ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.3 Exceptions. The exclusions and limitations in Section 7.1 and Section 7.2 do not apply to a Party’s obligations under Section 8 (Indemnification), a Party’s obligations under Section 6 (Confidentiality), or liability for a Party’s fraud, gross negligence or willful misconduct.
8.1 Each Party will indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents, permitted successors and assigns (each, a “Indemnitee”) from and against any and all damages, losses and other similar costs (collectively “Losses”) incurred by such Indemnitee arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third party to the extent that such Losses arose or resulted from the breach of this Agreement by such Party, especially, breach of Section 3.4 by you, or any allegation in such Action that such Party infringed the Intellectual Property Rights of a third party.
8.2 Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 8.1. The Party seeking indemnification (the “Indemnitee“) will cooperate with the other Party (the “Indemnitor“) at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense and investigation of such Action and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8.2 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
8.3 Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND COMPANY MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
9. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of State of California. Parties agree to submit to the personal jurisdiction and venue of the state and federal courts located in Palo Alto, California.
10. Binding and Mandatory Arbitration.
10.1 Binding and Mandatory Arbitration. Any unresolved controversy or claim arising out of or relating to this Agreement, will be submitted to mandatory and binding arbitration by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration will take place in Palo Alto, California, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Unless otherwise agreed to in writing by all of the Parties, there will be limited discovery prior to the arbitration hearing as follows: (i) one set of interrogatories; (ii) one set of admissions, (iii) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, and (iv) depositions of all-party witnesses. Depositions will be conducted in accordance with the California Code of Civil Procedure, the arbitrator will be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. If this section is deemed to be unenforceable, you agree to resolve the dispute in accordance with Section 9.
11. No Class Actions. If allowed, you may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this section is deemed to be unenforceable, you agree to resolve the dispute in accordance with Section 9.
12. Miscellaneous. This Agreement may not be assigned, delegated, or subcontracted by either Party without the prior written consent of the other Party provided, however, that a change of control of a Company will not be deemed an assignment hereunder and the succeeding entity agrees to be bound by the terms and conditions set forth herein. Any assignment not in compliance with this clause will be void. Expiration or termination of this Agreement for any reason will not release either Party from any liability or obligation set forth in this Agreement which (i) the Parties have expressly agreed will survive any such expiration or termination, or (ii) remain to be performed or by their nature would be intended to be applicable following such expiration or termination. Any notices pursuant to this Agreement will be in writing and will be sent to a Party at the address on file with the other Party. Each Party will notify the other Party of any change of address. Such notices or other communications will be deemed to have been duly given (i) upon receipt if sent to either Party by personal delivery, facsimile transmission or FedEx or other similar express delivery service, (ii) upon receipt if sent by electronic mail, or (iii) on the fifth calendar day after the day of sending if sent by certified mail (return receipt requested). A Party may change such notice at any time upon a written communication to the other Party. This Agreement will be governed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The rights and obligations of the Parties under this Agreement will not be governed by the provisions of the 1980 United Nations Convention on contracts for the international sale of goods. Force Majeure: Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (other than those limited to the affected Party) (each, a “Force Majeure Event”), such Party’s performance will be excused and the time for performance will be extended accordingly provided that the Party affected immediately notifies the other Party and immediately takes all reasonably necessary steps to resume full performance. If Force Majeure Event lasts for more than 30 days, then Customer may terminate this Agreement. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party will hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.